12 unchanged sentences
Other Information.
−Removed: On March 24, 2022, Jeffrey T.
−Removed: Hanson informed our board of his intention to retire from the day-to-day operations of our company and transition from his position as Executive Chairman of our board to non-executive Chairman of our board effective June 30, 2022, assuming he is re-elected as a director at our 2022 annual meeting of stockholders.
−Removed: Hanson’s decision to retire from the day-to-day operations of our company and transition from his position as Executive Chairman of our board to non-executive Chairman of our board was not the result of any disagreement with our company on any matter relating to our company’s operations, policies or practices.
−Removed: In connection with this transition, our company, American Healthcare Opps Holdings, LLC and Mr.
−Removed: Hanson have entered into a Transition Letter Agreement, or the Transition Letter Agreement.
−Removed: Pursuant to the Transition Letter Agreement, beginning July 1, 2022, although Mr.
−Removed: Hanson is not an independent director, he will receive the same compensation and reimbursement of expenses that our company pays to each of its independent directors, with the portion of his 2022
−Removed: compensation that is paid in cash being prorated for the period from July 1, 2022 to December 31, 2022;
−Removed: provided, however, that Mr.
−Removed: Hanson has agreed to waive the equity retainer compensation that will be paid to our independent directors in 2022.
−Removed: In addition, as Chairman of our board, Mr.
−Removed: Hanson will receive annual cash compensation of $100,000, with such compensation also being prorated for the period from July 1, 2022 to December 31, 2022.
−Removed: The amount of cash compensation payable to our Chairman of the board was determined by our board after engaging Ferguson Partners Consulting, L.P., formerly known as FPL Associates, L.P., as an independent compensation consultant to advise our board on executive officer and director compensation.
−Removed: In addition, pursuant to the Transition Letter Agreement, Mr.
−Removed: Hanson has agreed to forfeit the performance-based-vesting restricted stock units that were granted to him in October 2021 pursuant to his offer letter with our company to serve as Executive Chairman of our board.
−Removed: However, he will retain the time-based-vesting restricted shares of Class T common stock that were granted pursuant to such offer letter in October 2021, which time-based-vesting restricted shares will remain subject to the existing vesting schedule and other terms and conditions;
−Removed: provided, however, that the award agreement of such restricted shares granted to Mr.
−Removed: Hanson is amended as of the close of business on June 30, 2022 to conform to the accelerated vesting provisions of restricted stock grants to our independent directors, including acceleration of vesting upon a change of control of our company.
−Removed: Hanson is no longer an executive officer of our company, he also will no longer be a participant in our Executive Severance and Change in Control Plan as of July 1, 2022;
−Removed: however, our company will reimburse Mr.
−Removed: Hanson for the monthly premium cost of medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for a period of up to 18 months beginning on July 1, 2022.
−Removed: The preceding summary of the Transition Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Letter Agreement, a copy of which is filed as Exhibit 10.15 to this Annual Report on Form 10-K and is incorporated into this Item 9B of Form 10-K by reference.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
48 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Merger of Griffin-American Healthcare REIT III, Inc.
−Removed: and Griffin-American Healthcare REIT IV, Inc.
−Removed: — Real Estate Investments Purchase Price Allocation — Refer to Notes 1, 2 and 3 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: On October 1, 2021, pursuant to the Merger Agreement (as defined in Note 1), Griffin-American Healthcare REIT III, Inc.
−Removed: (“GAHR III”) merged with and into a wholly owned subsidiary of the Company, and each issued and outstanding share of GAHR III’s common stock converted into the right to receive 0.9266 shares of the Company’s Class I common stock (referred to as the “REIT Merger”).
−Removed: The Company treated the REIT Merger as a business combination accounted for as a reverse acquisition.
−Removed: The accounting for the REIT Merger included determining the fair value of the assets acquired and liabilities assumed, including $ 1,126,641,000 of real estate investments.
−Removed: The Company’s methods for determining the respective fair value of the assets acquired and liabilities assumed varied depending on the type of asset or liability, and involved management making significant estimates related to assumptions such as expected net operating income, market sales comparisons, replacement costs, cap rates and market rent.
−Removed: We identified the allocation of fair value to the assets acquired and liabilities assumed in the REIT Merger as a critical audit matter because of the significant estimates management makes to determine the respective fair value of assets acquired and liabilities assumed.
−Removed: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the fair value of assets acquired and liabilities assumed in the REIT Merger included the following, among others:
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, such as cap rate and market rent, (3) replacement costs for certain assets, and (4) market sales comparisons for certain assets.
−Removed: With the assistance of our fair value specialists, we also tested the mathematical accuracy of the Company’s valuation model.
−Removed: • We evaluated the reasonableness of management’s projections of net operating income by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.
−Removed: Impairment of Long-Lived Assets relating to historical GAHR III real estate investments — Refer to Note 2 to the financial statements
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Impairment of Long-Lived Assets relating to real estate investments — Refer to Note 2 to the financial statements
Critical Audit Matter Description
6 unchanged sentences
In performing this evaluation, the Company considers market conditions and the Company’s current intentions with respect to holding or disposing of the asset.
−Removed: The Company adjusts the net book value of properties it leases to others and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
+Added: The Company adjusts the net book value of properties it leases to others and other long-lived assets to fair value if the sum of
+Added: the expected future undiscounted cash flows, including sales proceeds, is less than carrying value.
The Company recognizes an impairment loss at the time any such determination is made.
−Removed: We identified the determination of impairment indicators for real estate investments, specifically the historical GAHR III real estate investments, as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of real estate assets may not be recoverable.
+Added: We identified the determination of impairment indicators for real estate investments as a critical audit matter because of the significant assumptions management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of real estate assets may not be recoverable.
This required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately identified impairment indicators.
−Removed: The remaining real estate investments were recently recorded at fair value in connection with the REIT Merger and are the subject of the critical audit matter described above.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the evaluation of historical GAHR III real estate investments for possible indications of impairment included the following, among others:
+Added: Our audit procedures related to the evaluation of real estate investments for possible indications of impairment included the following, among others:
• Obtained independent market data to determine if there were indicators of impairment not identified by management.
35 unchanged sentences
no ne issued and outstanding
−Removed: Common stock, $ 0.01 par value per share;
−Removed: 1,000,000,000 shares authorized;
−Removed: 179,658,367 shares issued and outstanding as of December 31, 2020
Class T common stock, $ 0.01 par value per share;
200,000,000 shares authorized;
−Removed: 77,176,406 shares issued and outstanding as of December 31, 2021
+Added: 19,535,095 and 19,294,102 shares issued and outstanding as of December 31, 2022 and 2021, respectively
+Added: 194,000 193,000
Class I common stock, $ 0.01 par value per share;
800,000,000 shares authorized;
−Removed: 185,855,625 shares issued and outstanding as of December 31, 2021
+Added: 46,675,367 and 46,463,902 shares issued and outstanding as of December 31, 2022 and 2021, respectively
+Added: 467,000 465,000
Additional paid-in capital 2,540,424,000 2,533,904,000
9 unchanged sentences
As of December 31, 2022 and 2021
−Removed: (1) Prior to the Merger, as defined and described in Note 1, on October 1, 2021, such liabilities of Griffin-American Healthcare REIT III, Inc., or GAHR III, represented liabilities of Griffin-American Healthcare REIT III Holdings, LP or its consolidated subsidiaries.
−Removed: Griffin-American Healthcare REIT III Holdings, LP was a variable interest entity, or VIE, and a consolidated subsidiary of GAHR III.
−Removed: The creditors of Griffin-American Healthcare REIT III Holdings, LP, or its consolidated subsidiaries did not have recourse against GAHR III, except for the 2019 Credit Facility, as defined in Note 9, held by Griffin-American Healthcare REIT III Holdings, LP in the amount of $ 556,500,000 as of December 31, 2020, which was guaranteed by GAHR III.
−Removed: Following the Merger, such liabilities of American Healthcare REIT, Inc., formally known as Griffin-American Healthcare REIT IV, Inc., as successor by merger with GAHR III, represented liabilities of American Healthcare REIT Holdings, LP, formally known as Griffin-American Healthcare REIT III Holdings, LP, or its consolidated subsidiaries as of December 31, 2021.
−Removed: American Healthcare REIT Holdings, LP is a VIE and a consolidated subsidiary of American Healthcare REIT, Inc.
−Removed: The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2018 Credit Facility and 2019 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 441,900,000 and $ 480,000,000 , respectively, as of December 31, 2021, which were guaranteed by American Healthcare REIT, Inc.
+Added: (1) Such liabilities of American Healthcare REIT, Inc., represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of December 31, 2022 and 2021.
+Added: American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc.
+Added: The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2022 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 965,900,000 as of December 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 consolidated financial statements.
15 unchanged sentences
Total expenses 1,556,973,000 1,258,330,000 1,152,180,000
−Removed: 1,258,330,000 1,152,180,000 1,142,719,000
Other income (expense):
2 unchanged sentences
Gain (loss) in fair value of derivative financial instruments 500,000 8,200,000 ( 3,906,000 )
−Removed: (Loss) gain on dispositions of real estate investments ( 100,000 ) 1,395,000 —
+Added: Gain (loss) on dispositions of real estate investments 5,481,000 ( 100,000 ) 1,395,000
Impairment of real estate investments ( 54,579,000 ) ( 3,335,000 ) ( 11,069,000 )
−Removed: Loss from unconsolidated entities
−Removed: ( 1,355,000 ) ( 4,517,000 ) ( 2,097,000 )
+Added: Impairment of goodwill ( 23,277,000 ) — —
+Added: Income (loss) from unconsolidated entities 1,407,000 ( 1,355,000 ) ( 4,517,000 )
+Added: Gain on re-measurement of previously held equity interest 19,567,000 — —
Foreign currency (loss) gain ( 5,206,000 ) ( 564,000 ) 1,469,000
−Removed: 1,854,000 1,570,000 3,736,000
+Added: Other income 3,064,000 1,854,000 1,570,000
Total net other expense ( 158,999,000 ) ( 76,237,000 ) ( 86,336,000 )
2 unchanged sentences
Net (loss) income ( 73,383,000 ) ( 53,269,000 ) 8,863,000
−Removed: net loss (income) attributable to noncontrolling interests 5,475,000 ( 6,700,000 ) ( 4,113,000 )
+Added: Net (income) loss attributable to noncontrolling interests ( 7,919,000 ) 5,475,000 ( 6,700,000 )
Net (loss) income attributable to controlling interest $ ( 81,302,000 ) $ ( 47,794,000 ) $ 2,163,000
4 unchanged sentences
Foreign currency translation adjustments ( 724,000 ) ( 65,000 ) 247,000
−Removed: ( 65,000 ) 247,000 305,000
Total other comprehensive (loss) income ( 724,000 ) ( 65,000 ) 247,000
Comprehensive (loss) income ( 74,107,000 ) ( 53,334,000 ) 9,110,000
−Removed: comprehensive loss (income) attributable to noncontrolling interests 5,582,000 ( 6,700,000 ) ( 4,113,000 )
+Added: Comprehensive (income) loss attributable to noncontrolling interests ( 7,919,000 ) 5,582,000 ( 6,700,000 )
Comprehensive (loss) income attributable to controlling interest $ ( 82,026,000 ) $ ( 47,752,000 ) $ 2,410,000
4 unchanged sentences
Stockholders’ Equity
+Added: Class T and Class I
Shares Amount Additional
18 unchanged sentences
( 558,476 ) ( 5,000 ) ( 23,102,000 ) — — ( 23,107,000 ) — ( 23,107,000 )
−Removed: Contribution from noncontrolling interest — — — — — — 3,000,000 3,000,000
+Added: Issuance of noncontrolling interest — — 515,000 — — 515,000 10,485,000 11,000,000
Distributions to noncontrolling interests
4 unchanged sentences
— — — ( 38,884,000 ) — ( 38,884,000 ) — ( 38,884,000 )
−Removed: Net (loss) income — — — ( 4,965,000 ) — ( 4,965,000 ) 3,676,000 ( 1,289,000 ) (1)
+Added: Net income — — — 2,163,000 — 2,163,000 6,045,000 8,208,000 (1)
Other comprehensive income — — — — 247,000 247,000 — 247,000
3 unchanged sentences
— — ( 14,000 ) — — ( 14,000 ) — ( 14,000 )
+Added: Issuance of common stock and purchase of noncontrolling interest in connection with the Merger 20,432,815 204,000 764,944,000 — — 765,148,000 ( 43,203,000 ) 721,945,000 (2)
+Added: Issuance of operating partnership units to acquire AHI — — 36,449,000 — 107,000 36,556,000 75,727,000 112,283,000
Issuance of common stock under the DRIP
8 unchanged sentences
( 10,356 ) — ( 382,000 ) — — ( 382,000 ) — ( 382,000 ) (3)
−Removed: Issuance of noncontrolling interest — — 515,000 — — 515,000 10,485,000 11,000,000
Distributions to noncontrolling interests
5 unchanged sentences
— — — ( 39,238,000 ) — ( 39,238,000 ) — ( 39,238,000 )
−Removed: Net income — — — 2,163,000 — 2,163,000 6,045,000 8,208,000 (1)
−Removed: Other comprehensive income — — — — 247,000 247,000 — 247,000
+Added: Net loss — — — ( 47,794,000 ) — ( 47,794,000 ) ( 4,331,000 ) ( 52,125,000 ) (1)
+Added: Other comprehensive loss — — — — ( 65,000 ) ( 65,000 ) — ( 65,000 )
BALANCE — December 31, 2021
65,758,004 $ 658,000 $ 2,533,904,000 $ ( 951,303,000 ) $ ( 1,966,000 ) $ 1,581,293,000 $ 175,553,000 $ 1,756,846,000
−Removed: Offering costs — common stock
−Removed: — — ( 14,000 ) — — ( 14,000 ) — ( 14,000 )
−Removed: Issuance of common stock and purchase of noncontrolling interest in connection with the Merger 81,731,261 816,000 764,332,000 — — 765,148,000 ( 43,203,000 ) 721,945,000 (2)
AMERICAN HEALTHCARE REIT, INC.
2 unchanged sentences
Stockholders’ Equity
+Added: Class T and Class I
Shares Amount Additional
5 unchanged sentences
Interests Total Equity
−Removed: Issuance of operating partnership units to acquire AHI — $ — $ 36,449,000 $ — $ 107,000 $ 36,556,000 $ 75,727,000 $ 112,283,000
+Added: Offering costs — common stock
+Added: — $ — $ ( 2,000 ) $ — $ — $ ( 2,000 ) $ — $ ( 2,000 )
Issuance of common stock under the DRIP 992,964 8,000 36,804,000 — — 36,812,000 — 36,812,000
−Removed: Issuance of vested and nonvested restricted common stock 852,364 — 41,000 — — 41,000 — 41,000
−Removed: Amortization of nonvested common stock compensation — — 816,000 — — 816,000 — 816,000
+Added: Issuance of nonvested restricted common stock 18,689 1,000 ( 1,000 ) — — — — —
+Added: Amortization of nonvested restricted common stock and stock units — — 3,935,000 — — 3,935,000 — 3,935,000
Stock based compensation — — — — — — 83,000 83,000
1 unchanged sentence
Distributions to noncontrolling interests — — — — — — ( 13,985,000 ) ( 13,985,000 )
+Added: Adjustment to noncontrolling interest in connection with the Merger — — ( 1,173,000 ) — — ( 1,173,000 ) 1,173,000 — (2)
Reclassification of noncontrolling interests to mezzanine equity — — — — — — ( 83,000 ) ( 83,000 )
Adjustment to value of redeemable noncontrolling interests — — ( 13,353,000 ) — — ( 13,353,000 ) ( 3,391,000 ) ( 16,744,000 )
+Added: Purchase of redeemable noncontrolling interest — — 1,003,000 — — 1,003,000 — 1,003,000
Distributions declared ($ 1.60 per share)
— — — ( 105,699,000 ) — ( 105,699,000 ) — ( 105,699,000 )
−Removed: Net loss — — — ( 47,794,000 ) — ( 47,794,000 ) ( 4,331,000 ) ( 52,125,000 ) (1)
+Added: Net (loss) income — — — ( 81,302,000 ) — ( 81,302,000 ) 8,324,000 ( 72,978,000 ) (1)
Other comprehensive loss — — — — ( 724,000 ) ( 724,000 ) — ( 724,000 )
3 unchanged sentences
See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
−Removed: (2) In connection with the Merger, on October 1, 2021, a wholly owned subsidiary of Griffin-American Healthcare REIT IV Holdings, LP sold its 6.0 % interest in Trilogy REIT Holdings, LLC to GAHR III.
+Added: (2) In connection with the Merger, as defined in Note 1, on October 1, 2021, a wholly owned subsidiary of Griffin-American Healthcare REIT IV Holdings, LP sold its 6.0 % interest in Trilogy REIT Holdings, LLC to GAHR III, as defined in Note 1.
See Note 14, Equity — Noncontrolling Interests in Total Equity, for a further discussion.
−Removed: (3) Prior to the Merger, but upon the closing of the AHI Acquisition, as defined in Note 1, GAHR III redeemed all 22,222 shares of its common stock held by GAHR III’s former advisor as well as all 20,833 shares of GAHR IV Class T common stock held by GAHR IV’s former advisor.
+Added: (3) Prior to the Merger, but upon the closing of the AHI Acquisition, as defined in Note 1, GAHR III redeemed all 5,148 shares of its common stock held by GAHR III’s former advisor as well as all 5,208 shares of GAHR IV Class T common stock held by the former advisor of GAHR IV, as defined in Note 1.
AMERICAN HEALTHCARE REIT, INC.
12 unchanged sentences
Stock based compensation 3,909,000 9,658,000 ( 1,187,000 )
−Removed: Stock based compensation — vested and nonvested restricted common stock
−Removed: 857,000 155,000 215,000
−Removed: Change in fair value of derivative financial instruments ( 8,200,000 ) 3,906,000 4,541,000
+Added: (Gain) loss on dispositions of real estate investments ( 5,481,000 ) 100,000 ( 1,395,000 )
Impairment of real estate investments 54,579,000 3,335,000 11,069,000
−Removed: Loss from unconsolidated entities
−Removed: 1,355,000 4,517,000 2,097,000
−Removed: Loss (gain) on dispositions of real estate investments 100,000 ( 1,395,000 ) —
+Added: Impairment of goodwill 23,277,000 — —
+Added: (Income) loss from unconsolidated entities ( 1,407,000 ) 1,355,000 4,517,000
+Added: Gain on re-measurement of previously held equity interest ( 19,567,000 ) — —
Foreign currency loss (gain) 4,893,000 573,000 ( 1,522,000 )
Loss on extinguishments of debt 5,166,000 2,655,000 —
+Added: Change in fair value of derivative financial instruments ( 500,000 ) ( 8,200,000 ) 3,906,000
Deferred income taxes — — ( 3,329,000 )
−Removed: Change in fair value of contingent consideration — — ( 681,000 )
Other adjustments — 466,000 —
8 unchanged sentences
CASH FLOWS FROM INVESTING ACTIVITIES
+Added: Acquisitions of real estate investments ( 73,229,000 ) ( 80,109,000 ) ( 30,552,000 )
Developments and capital expenditures ( 71,520,000 ) ( 79,695,000 ) ( 128,302,000 )
−Removed: Acquisitions of real estate and other investments ( 80,109,000 ) ( 30,552,000 ) ( 37,863,000 )
+Added: Acquisition of previously held equity interest ( 13,714,000 ) — —
Cash, cash equivalents and restricted cash acquired in connection with the Merger and the AHI Acquisition — 17,852,000 —
−Removed: Proceeds from dispositions of real estate and other investments 4,499,000 12,525,000 1,227,000
+Added: Proceeds from dispositions of real estate investments 48,297,000 4,499,000 12,525,000
Investments in unconsolidated entities
( 4,858,000 ) ( 650,000 ) ( 960,000 )
+Added: Issuance of note receivable ( 3,000,000 ) — —
Real estate and other deposits
( 554,000 ) ( 549,000 ) ( 656,000 )
−Removed: Principal repayments on real estate notes receivable
−Removed: — — 28,650,000
Net cash used in investing activities ( 118,578,000 ) ( 138,652,000 ) ( 147,945,000 )
9 unchanged sentences
( 1,104,400,000 ) ( 157,000,000 ) ( 94,000,000 )
−Removed: Deferred financing costs ( 3,854,000 ) ( 4,890,000 ) ( 12,945,000 )
−Removed: Debt extinguishment costs
−Removed: ( 127,000 ) — ( 870,000 )
−Removed: Borrowing under financing obligation — 1,907,000 —
−Removed: Payments on financing and other obligations ( 11,685,000 ) ( 5,453,000 ) ( 7,850,000 )
−Removed: Distributions paid to common stockholders ( 22,788,000 ) ( 26,997,000 ) ( 62,612,000 )
−Removed: Repurchase of common stock
−Removed: ( 382,000 ) ( 23,107,000 ) ( 89,888,000 )
+Added: Borrowings under financing obligations 25,900,000 — 1,907,000
+Added: Payments on financing obligations ( 13,677,000 ) ( 11,685,000 ) ( 5,453,000 )
AMERICAN HEALTHCARE REIT, INC.
3 unchanged sentences
2022 2021 2020
−Removed: Issuance of noncontrolling interest $ — $ 11,000,000 $ —
−Removed: Contributions from noncontrolling interests
+Added: Deferred financing costs $ ( 7,550,000 ) $ ( 3,854,000 ) $ ( 4,890,000 )
+Added: Debt extinguishment costs
( 3,243,000 ) ( 127,000 ) —
−Removed: Distributions to noncontrolling interests
+Added: Distributions paid to common stockholders ( 51,122,000 ) ( 22,788,000 ) ( 26,997,000 )
+Added: Repurchase of common stock
( 20,699,000 ) ( 382,000 ) ( 23,107,000 )
+Added: Issuance of noncontrolling interest — — 11,000,000
+Added: Distributions to noncontrolling interests in total equity ( 13,242,000 ) ( 14,875,000 ) ( 5,463,000 )
Contributions from redeemable noncontrolling interests 273,000 152,000 —
1 unchanged sentence
Repurchase of redeemable noncontrolling interests and stock warrants ( 4,679,000 ) ( 8,933,000 ) ( 150,000 )
−Removed: Security deposits and other
−Removed: 85,000 50,000 12,000
−Removed: Net cash provided by (used in) financing activities 94,109,000 ( 8,811,000 ) 2,688,000
+Added: Payment of offering costs ( 2,084,000 ) ( 10,000 ) ( 10,000 )
+Added: Security deposits ( 777,000 ) 95,000 60,000
+Added: Net cash (used in) provided by financing activities ( 42,924,000 ) 94,109,000 ( 8,811,000 )
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
28 unchanged sentences
Tenant improvement overage $ 1,408,000 $ 1,598,000 $ 4,482,000
+Added: Acquisition of real estate investments with assumed mortgage loans payable, net $ 104,561,000 $ — $ —
Acquisition of real estate investment with financing obligation $ — $ 15,504,000 $ —
+Added: Accrued offering costs $ 1,256,000 $ — $ —
Issuance of common stock under the DRIP $ 36,812,000 $ 7,666,000 $ 21,861,000
Distributions declared but not paid — common stockholders $ 26,484,000 $ 8,768,000 $ —
−Removed: $ 8,768,000 $ — $ 9,974,000
Distributions declared but not paid — limited partnership units $ 1,401,000 $ 467,000 $ —
−Removed: $ 467,000 $ — $ —
+Added: Distributions declared but not paid — restricted stock units $ 65,000 $ — $ —
Reclassification of noncontrolling interests to mezzanine equity $ 83,000 $ 5,923,000 $ 715,000
Issuance of redeemable noncontrolling interests $ — $ 7,999,000 $ —
−Removed: Investments in unconsolidated entity $ — $ — $ 5,276,000
−Removed: The following represents the net (decrease) increase in certain assets and liabilities in connection with our acquisitions and dispositions of real estate investments:
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
+Added: For the Years Ended December 31, 2022, 2021 and 2020
+Added: Years Ended December 31,
+Added: 2022 2021 2020
+Added: The following represents the net increase (decrease) in certain assets and liabilities in connection with our acquisitions and dispositions of investments:
Accounts and other receivables $ 2,410,000 $ ( 153,000 ) $ ( 11,000 )
+Added: Issuance of note receivable $ 5,000,000 $ — $ —
Other assets $ ( 12,337,000 ) $ ( 4,036,000 ) $ ( 253,000 )
+Added: Mortgage loans payable, net $ 33,241,000 $ — $ —
Due to affiliates $ — $ 6,000 $ —
+Added: Financing obligations $ 65,000 $ — $ —
Accounts payable and accrued liabilities $ 15,674,000 $ ( 161,000 ) $ ( 110,000 )
−Removed: Security deposits, prepaid rent and other liabilities $ — $ ( 459,000 ) $ 105,000
+Added: Security deposits and other liabilities $ 15,919,000 $ — $ ( 459,000 )
Merger and AHI Acquisition (Note 1):
Issuance of limited partnership units in the AHI Acquisition $ — $ 131,674,000 $ —
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
−Removed: For the Years Ended December 31, 2021, 2020 and 2019
−Removed: Years Ended December 31,
−Removed: 2021 2020 2019
Implied issuance of GAHR III common stock in exchange for net assets acquired and purchase of noncontrolling interests in connection with the Merger $ — $ 722,169,000 $ —
4 unchanged sentences
For the Years Ended December 31, 2022, 2021 and 2020
−Removed: The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT III, Inc.
−Removed: 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.
−Removed: (formerly known as Griffin-American Healthcare REIT IV, Inc.) and its subsidiaries, including American Healthcare REIT Holdings, LP (formerly known as Griffin-American Healthcare REIT III Holdings, LP), for periods following the Merger, except where otherwise noted.
−Removed: Certain historical information of Griffin-American Healthcare REIT IV, Inc.
−Removed: is included for background purposes.
+Added: 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.
+Added: (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.
+Added: Certain historical information of GAHR IV is included for background purposes.
Organization and Description of Business
Overview and Background
−Removed: 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.
+Added: American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that owns a diversified portfolio of clinical healthcare real estate properties, focusing primarily on medical office buildings, or MOBs, senior housing, skilled nursing facilities, or SNFs, hospitals and other healthcare-related facilities.
We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
−Removed: Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP (formerly known as senior housing — RIDEA), and our integrated senior health campuses.
+Added: Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, 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;
−Removed: however, we have selectively developed, and may continue to selectively develop, real estate properties.
−Removed: We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes, and we intend to continue to qualify to be taxed as a REIT.
+Added: however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties.
+Added: We have elected to be taxed as a REIT for U.S.
+Added: federal income tax purposes.
+Added: We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code.
Merger of Griffin-American Healthcare REIT III, Inc.
and Griffin-American Healthcare REIT IV, Inc.
−Removed: On June 23, 2021, Griffin-American Healthcare REIT III, Inc., a Maryland corporation, or GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership, or our operating partnership that subsequent to the Merger on October 1, 2021 described below is also referred to as the surviving partnership, Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, or GAHR IV, its subsidiary Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership, or GAHR IV Operating Partnership, and Continental Merger Sub, LLC, a Maryland limited liability company and a newly formed wholly owned subsidiary of GAHR IV, or Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement.
−Removed: On October 1, 2021, pursuant to the Merger Agreement, (i) GAHR III merged with and into Merger Sub, with Merger Sub being the surviving company, or the REIT Merger, and (ii) GAHR IV Operating Partnership merged with and into our operating partnership, with our operating partnership being the surviving entity and being renamed American Healthcare REIT Holdings, LP, or the Partnership Merger, and, together with the REIT Merger, the Merger.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: and our operating partnership, also referred to as the surviving partnership, was renamed American Healthcare REIT Holdings, LP.
The REIT Merger was intended to qualify as a reorganization under, and within the meaning of, Section 368(a) of the Code.
1 unchanged sentence
AHI Acquisition
−Removed: Also on June 23, 2021, GAHR III;
+Added: 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;
4 unchanged sentences
and Jeffrey T.
−Removed: 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.
−Removed: Streiff, our former Executive Vice President, General Counsel and current Chief Operating Officer, or collectively, the AHI Principals, entered into a contribution and exchange agreement, or the Contribution Agreement, pursuant to which, among other things, GAHR III agreed to acquire a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition.
+Added: Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer and President, and Mathieu B.
+Added: Streiff, one of our directors, 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.
−Removed: See “Operating Partnership and Former Advisor” below for a further discussion.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: On October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger, and pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its then-current ownership interest in GAHR III Advisor and GAHR IV Advisor to the surviving partnership.
−Removed: In exchange for these contributions, the surviving partnership issued limited partnership units, or surviving partnership OP units.
−Removed: 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.
−Removed: Following the consummation of the Merger and the AHI Acquisition, the Combined Company has become self-managed.
−Removed: As of December 31, 2021, such surviving partnership OP units are owned by AHI Group Holdings, LLC, or AHI Group Holdings, which is owned and controlled by the AHI Principals, Platform Healthcare Investor T-II, LLC, Flaherty Trust and a wholly owned subsidiary of Griffin Capital, or collectively, the NewCo Sellers.
−Removed: In addition to the Closing Date Consideration, pursuant to the Contribution Agreement, we may in the future pay cash “earnout” consideration to AHI based on the fees that we may earn from our potential sponsorship of, and investment advisory services rendered to, American Healthcare RE Fund, L.P., a healthcare-related, real-estate-focused, private investment fund under consideration by AHI, or the Earnout Consideration.
−Removed: The Earnout Consideration is uncapped in amount and, if ever payable by us to AHI, will be due on the seventh anniversary of the closing of the AHI Acquisition (subject to acceleration in certain events, including if we achieve certain fee-generation milestones from our sponsorship of the private investment fund).
−Removed: AHI’s ability to receive the Earnout Consideration is also subject to vesting conditions relating to the private investment fund’s deployed equity capital and the continuous employment of at least two of the AHI Principals throughout the vesting period.
−Removed: As of December 31, 2021, the fair value of such cash earnout consideration was estimated to be $ 0 .
+Added: Pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its then-current ownership interest in GAHR III Advisor and GAHR IV Advisor to the surviving partnership.
+Added: In exchange for these contributions, the surviving partnership issued limited partnership units, or OP units.
+Added: Subject to working capital and other customary adjustments, the total approximate value of these OP units at the time of consummation of the transactions contemplated by the Contribution Agreement, and prior to the reverse stock split, was approximately $ 131,674,000 , with a reference value for purposes thereof of $ 8.71 per OP unit, such that the surviving partnership issued 15,117,529 OP units as consideration, or the Closing Date Consideration.
+Added: Following the consummation of the Merger and the AHI Acquisition, the Combined Company became self-managed.
+Added: See “Operating Partnership and Former Advisor” below for a further discussion.
+Added: Such OP units were owned by AHI Group Holdings, LLC, or AHI Group Holdings, which is owned and controlled by the AHI Principals, Platform Healthcare Investor TII, 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.
2 unchanged sentences
For this reason, period to period comparisons may not be meaningful.
−Removed: Please see Note 3, Business Combinations, for a further discussion of the Merger and the AHI Acquisition.
+Added: See Note 4, Business Combinations — 2021 Business Combinations, for a further discussion of the Merger and the AHI Acquisition.
Operating Partnership and Former Advisor
−Removed: We conduct substantially all of our operations through our operating partnership.
+Added: We conduct substantially all of our operations through our operating partnership and we are the sole general partner of our operating partnership.
+Added: As of December 31, 2022 and 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.
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.
−Removed: On June 23, 2021, we also entered into a Mutual Consent Regarding Waiver of Subordination of Asset Management Fees, or the Mutual Consent, pursuant to which, for the period from the date the Mutual Consent was entered into until the earlier to occur of (i) the closing of the Merger, or (ii) the termination of the Merger Agreement, the parties waived the requirement in the Advisory Agreement that our stockholders receive distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of their invested capital before we would be obligated to pay an asset management fee.
−Removed: 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.
−Removed: Following the Merger and AHI Acquisition, we became self-managed and are no longer externally advised.
−Removed: As a result, any fees that would have otherwise been payable to our former advisor, are no longer being paid.
+Added: Our former advisor, subject to the oversight and review of our board, provided asset management, property management, acquisition, disposition and other advisory services on our behalf consistent with our investment policies and objectives.
+Added: Following the Merger and the AHI Acquisition, we became self-managed and are no longer externally advised.
+Added: As a result, any fees that would have otherwise been payable to our former advisor are no longer being paid to a third party.
+Added: Upon consummation of the AHI Acquisition, we redeemed all 51 limited partnership units that our former advisor held in our operating partnership, as well as all 52 limited partnership units held by GAHR IV Advisor in GAHR IV Operating Partnership.
+Added: Also, on October 1, 2021 and in connection with the AHI Acquisition, our operating partnership redeemed all 5,148 shares of our common stock owned by our former advisor and all 5,208 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.
−Removed: Prior to the AHI Acquisition, AHI was 47.1 % owned by AHI Group Holdings, 45.1 % indirectly owned by Digital Bridge Group, Inc.
−Removed: DBRG) (formerly known as Colony Capital, Inc.), or Digital Bridge, and 7.8 % owned by James F.
−Removed: Flaherty III, a former partner of Colony Capital.
−Removed: We were not affiliated with Griffin Capital, Digital Bridge or Mr.
+Added: Prior to the AHI Acquisition, AHI was 47.1 % owned by AHI Group Holdings, 45.1 % indirectly owned by DigitalBridge Group, Inc.
+Added: DBRG), or DigitalBridge, and 7.8 % owned by James F.
+Added: Flaherty III.
+Added: We were not affiliated with Griffin Capital, DigitalBridge or Mr.
however, we were affiliated with our former advisor, AHI and AHI Group Holdings.
−Removed: Please see the “Merger of Griffin-American Healthcare REIT III, Inc.
−Removed: and Griffin-American Healthcare REIT IV, Inc.” and “AHI Acquisition” sections above for a further discussion of our operations effective October 1, 2021.
−Removed: As a result of the Merger and the AHI Acquisition on October 1, 2021, we, through our direct and indirect subsidiaries, own approximately 94.9 % of our operating partnership and the
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: remaining 5.1 % is owned by the NewCo Sellers.
−Removed: See Note 13, Redeemable Noncontrolling Interests, and Note 14, Equity – Noncontrolling Interests in Total Equity, for a further discussion.
−Removed: Public Offering
+Added: See the “Merger of Griffin-American Healthcare REIT III, Inc.
+Added: and Griffin-American Healthcare REIT IV, Inc.” and “AHI Acquisition” sections above for a further discussion.
+Added: 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.
+Added: Public Offerings
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 42,839,173 shares of our common stock.
In addition, during the GAHR III initial offering, we issued 451,385 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.
−Removed: Following the deregistration of the GAHR III initial offering on April 22, 2015, we continued issuing shares of our common stock pursuant to the Initial DRIP through a subsequent offering, or the 2015 GAHR III DRIP Offering.
−Removed: Effective October 5, 2016, we amended and restated the Initial DRIP, or the Amended and Restated DRIP, to amend the price at which shares of our common stock were issued pursuant to the 2015 GAHR III DRIP Offering.
−Removed: A total of $ 245,396,000 in distributions were reinvested that resulted in 26,386,545 shares of common stock being issued pursuant to the 2015 GAHR III DRIP Offering.
−Removed: On January 30, 2019, we filed a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, to register a maximum of $ 200,000,000 of additional shares of our common stock to be issued pursuant to the Amended and Restated DRIP, or the 2019 GAHR III DRIP Offering, which commenced on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
−Removed: On May 29, 2020, in consideration of the impact the coronavirus, or COVID-19, pandemic had on the United States, globally and on our business operations, our board authorized the suspension of the 2019 GAHR III DRIP Offering.
−Removed: Such suspension was effective upon the completion of all shares issued with respect to distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
−Removed: A total of $ 63,105,000 in distributions were reinvested that resulted in 6,724,348 shares of common stock being issued pursuant to the 2019 GAHR III DRIP Offering.
−Removed: As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering.
−Removed: Further, on October 4, 2021, our board authorized the reinstatement of our distribution reinvestment plan, as amended, or the DRIP.
−Removed: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under an existing Registration Statement on Form S-3 under the Securities Act filed by GAHR IV, or the AHR DRIP Offering.
−Removed: 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.
−Removed: See Note 14, Equity — Distribution Reinvestment Plan, for a further discussion.
−Removed: As of December 31, 2021, a total of $ 54,637,000 in distributions were reinvested that resulted in 5,755,013 shares of common stock being issued pursuant to the AHR DRIP Offering.
+Added: Following the deregistration of the GAHR III initial offering
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: on April 22, 2015, we continued issuing shares of our common stock pursuant to subsequent distribution reinvestment plan offerings.
+Added: On September 16, 2022, we filed with the United States Securities and Exchange Commission, or the SEC, a Registration Statement on Form S-11 (File No.
+Added: 333-267464), with respect to a proposed public offering by us, or the Proposed Listing, of our shares of common stock in conjunction with a contemplated listing of our common stock on the New York Stock Exchange.
+Added: Such registration statement and contemplated listing are not yet effective.
+Added: On November 10, 2022, our board approved charter amendments to effect on November 15, 2022 a one-for-four reverse stock split of our common stock and a corresponding reverse split of the partnership units in our operating partnership, or the Reverse Splits.
+Added: All numbers of common shares and per share data, as well as the partnership units in our operating partnership, in our accompanying consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits.
+Added: 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:
−Removed: medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
−Removed: As of December 31, 2021, we owned and/or operated 182 properties, comprising 191 buildings, and 122 integrated senior health campuses including completed development projects, or approximately 19,178,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,292,371,000 , including the fair value of the properties acquired in the Merger.
+Added: integrated senior health campuses, MOBs, SNFs, SHOP, senior housing — leased and hospitals.
+Added: As of December 31, 2022, we owned and/or operated 314 buildings and integrated senior health campuses including completed development and expansion projects, or approximately 19,897,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,624,249,000 .
In addition, as of December 31, 2022, we also owned a real estate-related debt investment purchased for $ 60,429,000 .
−Removed: Due to the COVID-19 pandemic in the United States and globally, since March 2020, our residents, tenants, operating partners and managers have been materially impacted.
−Removed: The rise of the Delta and Omicron variants of COVID-19, and government and public health agencies’ responses to potential future resurgences in the virus, further contributes to the prolonged economic impact and uncertainties caused by the COVID-19 pandemic.
−Removed: There is also uncertainty regarding the acceptance of available vaccines and boosters and the public’s receptiveness to those measures.
−Removed: As the COVID-19 pandemic is still impacting the healthcare system, it continues to present challenges for us as an owner and operator of healthcare facilities, making it difficult to ascertain the long-term impact the COVID-19 pandemic will have on real estate markets in which we own and/or operate properties and our portfolio of investments.
+Added: Our residents, tenants, operating partners and managers, our industry and the U.S.
+Added: economy continue to be adversely affected by the COVID-19 pandemic and related supply chain disruptions and labor shortages.
+Added: While the COVID 19 pandemic is subsiding, the timing and extent of the economic recovery from the COVID-19 pandemic is dependent upon many factors, including the emergence and severity of COVID-19 variants, the effectiveness and frequency of booster vaccinations and the duration and implications of restrictions and safety measures.
+Added: As the lasting effects of 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 December 31, 2022.
We will continue to monitor such impacts and will adjust our estimates and assumptions based on the best available information.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Summary of Significant Accounting Policies
6 unchanged sentences
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.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
−Removed: We are the sole general partner of our operating partnership and as of December 31, 2021, we owned an approximately 94.9 % general partnership interest therein and the remaining 5.1 % was owned by the NewCo Sellers.
−Removed: Prior to the Merger on October 1, 2021 and as of December 31, 2020, we owned greater than a 99.99 % general partnership interest in our operating partnership.
−Removed: Our former advisor was a limited partner and owned less than a 0.01 % noncontrolling limited partnership interest in our operating partnership.
−Removed: On October 1, 2021, in connection with the Merger, we repurchased our former advisor’s limited partnership interest in our operating partnership.
+Added: We are the sole general partner of our operating partnership and as of December 31, 2022 and 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.
+Added: Prior to the Merger, 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.
The accounts of our operating partnership are consolidated in our accompanying consolidated financial statements because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership).
9 unchanged sentences
We determine if a contract is a lease upon inception of the lease and maintain a distinction between finance and operating leases.
−Removed: Pursuant to FASB ASC Topic 842, Leases , or ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date:
+Added: Pursuant to ASC Topic 842, Leases , or ASC Topic 842, lessees are required to recognize the following for all leases with terms greater than 12 months at the commencement date:
(i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease;
and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
−Removed: The lease liability is calculated by using either the implicit rate of the
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: lease or the incremental borrowing rate.
−Removed: The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses and property operating expenses in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: The lease liability is calculated by using either the implicit rate of the lease or the incremental borrowing rate.
+Added: The accretion of lease liabilities and amortization expense on right-of-use assets for our operating leases are included in rental expenses, property operating expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive income (loss).
Operating lease liabilities are calculated using our incremental borrowing rate based on the information available as of the lease commencement date.
6 unchanged sentences
In addition, such practical expedient causes an entity to assess whether a contract is predominately lease or service based, and recognize the revenue from the entire contract under the relevant accounting guidance.
−Removed: We recognize revenue for our medical office buildings, senior housing, skilled nursing facilities and hospitals segments as real estate revenue.
−Removed: Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays).
+Added: We recognize revenue for our MOBs, senior housing, SNFs and hospitals segments as real estate revenue.
+Added: Minimum annual rental revenue is recognized on a straight-line basis over the term of
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: the related lease (including rent holidays).
Differences between real estate revenue recognized and cash amounts contractually due from tenants under the lease agreements are recorded to deferred rent receivable, which is included in other assets, net in our accompanying consolidated balance sheets.
17 unchanged sentences
Revenue is recognized as performance obligations are satisfied.
+Added: Consistent with healthcare industry accounting practices, any changes to these governmental revenue estimates are recorded in the period the change or adjustment becomes known based on final settlement.
+Added: Any differences between recorded revenues and subsequent adjustments are reflected in operations in the year finalized.
Performance obligations are determined based on the nature of the services provided by us.
1 unchanged sentence
This method provides a depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation.
−Removed: Generally, performance obligations satisfied over time relate to patients receiving long-term
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: healthcare services, including rehabilitation services.
+Added: Generally, performance obligations satisfied over time relate to patients receiving long-term healthcare services, including rehabilitation services.
We measure the performance obligation from admission into the facility to the point when we are no longer required to provide services to that patient.
6 unchanged sentences
We determine the estimate of implicit price concessions based on the historical collection experience with each class of payor.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Agreements with third-party payors typically provide for payments at amounts less than established charges.
−Removed: A summary of the payment arrangements with major third-party payors follows:
+Added: The following is a summary of the payment arrangements with major third-party payors:
Certain healthcare services are paid at prospectively determined rates based on cost-reimbursement methodologies subject to certain limits.
Reimbursements for Medicaid services are generally paid at prospectively determined rates.
−Removed: In the state of Indiana, we participate in an Upper Payment Limit program, or IGT, with various county hospital partners, which provides supplemental Medicaid payments to skilled nursing facilities that are licensed to non-state, government-owned entities such as county hospital districts.
+Added: In the state of Indiana, we participate in an Upper Payment Limit program, or IGT, with various county hospital partners, which provides supplemental Medicaid payments to SNFs that are licensed to non-state, government-owned entities such as county hospital districts.
We have operational responsibility through management agreements for facilities retained by the county hospital districts including this IGT.
+Added: The licenses and management agreements between the nursing center division and hospital districts are terminable by either party to restore the previous licensed status.
Payment agreements with certain commercial insurance carriers, health maintenance organizations and preferred provider organizations provide for payment using prospectively determined rates per discharge, discounts from established charges and prospectively determined periodic rates.
2 unchanged sentences
Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties and potential exclusion from the related programs.
−Removed: There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon us.
+Added: There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact such claims or penalties would have upon us, if any.
Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care.
50 unchanged sentences
55,484,000 45,669,000 20,832,000 121,985,000
−Removed: Increase/(decrease) $ 5,931,000 $ ( 526,000 ) $ 2,449,000 $ 7,854,000
+Added: Increase $ 13,428,000 $ 9,716,000 $ 3,910,000 $ 27,054,000
Deferred Revenue — Resident Fees and Services Revenue
3 unchanged sentences
Increase $ 3,228,000
−Removed: In addition to the deferred revenue above, during the second quarter of 2020 we received approximately $ 52,322,000 of Medicare advance payments through an expanded program of the Centers for Medicare & Medicaid Services, or CMS.
−Removed: These payments are required to be applied to claims beginning one year after their receipt through Medicare claims submitted over a future period.
−Removed: Any amounts of unutilized Medicare advance payments, which reflect funds received that are not applied to actual billings for Medicare services performed, will be repaid to CMS by the end of 2022.
−Removed: Our recoupment period commenced in the second quarter of 2021 and continues through 2022, and as such, for the year ended December 31, 2021, we recognized $ 38,677,000 of resident fees and services pertaining to such Medicare advance payments.
−Removed: The remaining balance in Medicare advance payments will be applied to future Medicare claims.
−Removed: Such amounts are deferred and included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
+Added: In addition to the deferred revenue above, as of December 31, 2021, we had approximately $ 12,969,000 remaining in Medicare advance payments that were received during 2020 through an expanded program of the Centers for Medicare & Medicaid Services.
+Added: Such amounts were included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheet as of December 31, 2021, and were fully applied to Medicare claims and recognized as resident fees and services revenue for the year ended December 31, 2022.
Financing Component
2 unchanged sentences
We have applied the practical expedient provided by FASB ASC Topic 340, Other Assets and Deferred Costs , and, therefore, all incremental customer contract acquisition costs are expensed as they are incurred since the amortization period of the asset that we otherwise would have recognized is one year or less in duration.
−Removed: Government Grants
−Removed: We have been granted stimulus funds through various federal and state government programs, such as through the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, passed by the federal government on March 27, 2020, which were established for eligible healthcare providers to preserve liquidity in response to lost revenues and/or increased healthcare expenses (as such terms are defined in the applicable regulatory guidance) associated with the COVID-19 pandemic.
−Removed: Such grants are not loans and, as such, are not required to be repaid, subject to certain conditions.
−Removed: We recognize government grants as grant income or as a reduction of property operating expenses, as applicable, in our accompanying consolidated statements of operations and comprehensive income (loss) when there is reasonable assurance that the grants will be received and all conditions to retain the funds will be met.
−Removed: We adjust our estimates and assumptions based on the applicable guidance provided by the government and the best available information that we have.
−Removed: Any stimulus or other relief funds received that are not expected to be used in accordance with such terms and conditions will be returned to the government, and any related deferred income will not be recognized.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: For the years ended December 31, 2021 and 2020, we recognized government grants of $ 16,951,000 and $ 55,181,000 , respectively, as grant income and $ 134,000 and $ 519,000 , respectively, as a reduction of property operating expenses.
−Removed: As of December 31, 2021 and 2020, we deferred approximately $ 443,000 and $ 2,635,000 , respectively, of grant income until such time as it is earned.
−Removed: Such deferred amounts are included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
−Removed: As of and for the year ended December 31, 2019, we did no t recognize any government grants.
−Removed: Tenant and Resident Receivables and Allowances
−Removed: On January 1, 2020, we adopted ASC Topic 326, Financial Instruments Credit Losses , or ASC Topic 326.
−Removed: We adopted ASC Topic 326 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated.
−Removed: There was no net cumulative effect adjustment to retained earnings as of January 1, 2020.
−Removed: Resident receivables are carried net of an allowance for credit losses.
+Added: Resident and Tenant Receivables and Allowances
+Added: Resident receivables, which are related to resident fees and services revenue, are carried net of an allowance for credit losses.
An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements.
1 unchanged sentence
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.
−Removed: Prior to our adoption of ASC Topic 326 on January 1, 2020, resident receivables were carried net of an allowance for uncollectible amounts.
−Removed: Tenant receivables and unbilled deferred rent receivables are reduced for uncollectible amounts, which are recognized as direct reductions of real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: 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 consolidated statements of operations and comprehensive income (loss).
As of December 31, 2022 and 2021, we had $ 14,071,000 and $ 12,378,000 , respectively, in allowances, which were determined necessary to reduce receivables by our expected future credit losses.
2 unchanged sentences
For the year ended December 31, 2021, the allowance also included an increase of $ 2,110,000 as a result of the Merger.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Real Estate Investments Purchase Price Allocation
−Removed: Upon the acquisition of real estate properties or other entities owning real estate properties, we determine whether the transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.
+Added: Upon the acquisition of real estate properties or entities owning real estate properties, we determine whether the transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.
If the assets acquired and liabilities assumed are not a business, we account for the transaction as an asset acquisition.
1 unchanged sentence
however, for a transaction accounted for as an asset acquisition, we capitalize transaction costs and allocate the purchase price using a relative fair value method allocating all accumulated costs, whereas for a transaction accounted for as a business combination, we immediately expense transaction costs incurred associated with the business combination and allocate the purchase price based on the estimated fair value of each separately identifiable asset and liability.
−Removed: For the years ended December 31, 2021, 2020 and 2019, all of our investment transactions were accounted for as asset acquisitions with the exception of the Merger and the AHI Acquisition which took place in 2021 and were accounted for as business combinations.
−Removed: See Note 3, Business Combinations — Merger and the AHI Acquisition, and Note 4, Real Estate Investments, Net — Acquisition of Real Estate Investments, for a further discussion.
+Added: For the years ended December 31, 2022 and 2021, our investment transactions were accounted for as asset acquisitions or as business combinations, as applicable.
+Added: For the year ended December 31, 2020, all of our investment transactions were accounted for as asset acquisitions.
+Added: See Note 3, Real Estate Investments, Net — Acquisition of Real Estate Investments, and Note 4, Business Combinations, for a further discussion.
We, with assistance from independent valuation specialists, measure the fair value of tangible and identified intangible assets and liabilities, as applicable, based on their respective fair values for acquired properties.
4 unchanged sentences
In addition, we amortize the value assigned to above- or below-market rent as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The determination of the fair value of land is based upon comparable sales data.
8 unchanged sentences
In the case of leases with options, a case-by-case analysis is performed based on all facts and circumstances of the specific lease to determine whether the option will be assumed to be exercised.
−Removed: The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized against real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property.
−Removed: The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property.
+Added: The amounts related to above-market leases are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as a decrease to real estate revenue over the remaining non-cancelable lease term of the acquired leases with each property.
+Added: The amounts related to below-market leases are included in identified intangible liabilities, net in our accompanying consolidated balance sheets and are amortized as an increase to real estate revenue over the remaining non-cancelable lease term plus any below-market renewal options of the acquired leases with each property.
The value of in-place lease costs are based on management’s evaluation of the specific characteristics of the tenant’s lease and our overall relationship with the tenants.
Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors.
−Removed: The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average downtime of the acquired leases with each property.
−Removed: The net amounts related to the value of tenant relationships, if any, are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized to depreciation and amortization expense over the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term.
+Added: The in-place lease intangible represents the value related to the economic benefit for acquiring a property with in-place leases as opposed to a vacant property, which is evaluated based on a review of comparable leases for a similar property, terms and conditions for marketing and executing new leases, and implied in the difference between the value of the whole property “as is” and “as vacant.” The net amounts related to in-place lease costs are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as an increase to depreciation and amortization expense over the average downtime of the acquired leases with each property.
+Added: The net amounts related to the value of tenant relationships, if any, are included in identified intangible assets, net in our accompanying consolidated balance sheets and are amortized as an increase to depreciation and amortization expense over
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: the average remaining non-cancelable lease term of the acquired leases plus the market renewal lease term.
The value of a master lease, if any, in which a previous owner or a tenant is relieved of specific rental obligations as additional space is leased, is determined by discounting the expected real estate revenue associated with the master lease space over the assumed lease-up period.
The value of above- or below-market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage at the time of assumption.
−Removed: The net value of above- or below-market debt is included in mortgage loans payable, net in our accompanying consolidated balance sheets and is amortized to interest expense over the remaining term of the assumed mortgage.
−Removed: The value of derivative financial instruments, if any, is determined in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and is included in other assets or other liabilities in our accompanying consolidated balance sheets.
+Added: The net value of above- or below-market debt is included in mortgage loans payable, net in our accompanying consolidated balance sheets and is amortized as an increase or decrease to interest expense, as applicable, over the remaining term of the assumed mortgage.
The values of contingent consideration assets and liabilities are analyzed at the time of acquisition.
3 unchanged sentences
The fair value measurement may apply significant inputs that are not observable in the market.
−Removed: See Note 3, Business Combinations — Merger and the AHI Acquisition — Fair Value of Noncontrolling Interests, for a further discussion of our fair value measurement approach and the significant inputs used in the values of redeemable and nonredeemable noncontrolling interests in GAHR IV.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: See Note 4, Business Combinations — 2021 Business Combinations — Fair Value of Noncontrolling Interests, for a further discussion of our fair value measurement approach and the significant inputs used in the values of redeemable and nonredeemable noncontrolling interests in GAHR IV.
Real Estate Investments, Net
8 unchanged sentences
If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements, the allowance is considered to be a lease inducement and is included in other assets, net in our accompanying consolidated balance sheets.
−Removed: Lease inducement is recognized over the lease term as a reduction of real estate revenue on a straight-line basis.
+Added: Lease inducement is amortized over the lease term as a reduction of real estate revenue on a straight-line basis.
Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g ., unilateral control of the tenant space during the build-out process).
4 unchanged sentences
Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
−Removed: We compare the fair value of a reporting segment with its carrying amount.
+Added: We compare the fair value of a reporting unit with its carrying amount.
We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
−Removed: We take a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting segment in step one of the impairment test.
−Removed: We perform our annual assessment of goodwill on October 1.
−Removed: Please see Note 3, Business Combinations, for a further discussion of goodwill recognized on October 1, 2021 in connection with the AHI acquisition, and Note 19, Segment Reporting, for a further discussion of goodwill as of December 31, 2021.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we did not incur any impairment losses with respect to goodwill.
+Added: We take a qualitative approach, as applicable, to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: See Note 4, Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations, and Note 19, Segment Reporting, for a further discussion of goodwill allocation by segment and impairment of goodwill.
Impairment of Long-Lived Assets and Intangible Assets
8 unchanged sentences
We recognize an impairment loss at the time we make any such determination.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We test indefinite-lived intangible assets, other than goodwill, for impairment at least annually, and more frequently if indicators arise.
6 unchanged sentences
See Note 3, Real Estate Investments, Net, for a further discussion of impairment of long-lived assets.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we did no t incur any impairment losses with respect to intangible assets.
+Added: See Note 6, Identified Intangible Assets, Net, for a further discussion.
Properties Held for Sale
11 unchanged sentences
• given the actions required to complete the plan to sell the asset, it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our properties held for sale are included in other assets, net in our accompanying consolidated balance sheets.
2 unchanged sentences
The fair values of such properties were determined by the sales prices from executed purchase and sales agreements with third-party buyers, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
+Added: For the year ended December 31, 2022, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 18,700,000 and recognized an aggregated net gain on sale of $ 3,421,000 .
For the year ended December 31, 2021, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 500,000 and recognized an aggregate net loss on sale of $ 114,000 .
For the year ended December 31, 2020, we disposed of two integrated senior health campuses included in properties held for sale for an aggregate contract sales price of $ 10,457,000 and recognized an aggregate net gain on sale of $ 1,380,000 .
−Removed: For the year ended December 31, 2019, we did not dispose of any held for sale properties.
+Added: For the years ended December 31, 2021 and 2020, our former advisor agreed to waive $ 93,000 and $ 431,000 , respectively, of disposition fees that may otherwise have been due to our former advisor pursuant to the Advisory Agreement.
+Added: Our former advisor did not receive any additional securities, shares of stock or any other form of consideration or any repayment as a result of the waiver of such disposition fees.
+Added: See Note 3, Real Estate Investments, Net, for a further discussion of our property dispositions, as well as Note 14, Equity — Noncontrolling Interests in Total Equity, for a discussion of the disposition of membership interests in a consolidated limited liability company.
Debt Security Investment, Net
1 unchanged sentence
Our held-to-maturity security is recorded at amortized cost and adjusted for the amortization of premiums or discounts through maturity.
−Removed: Prior to the adoption of ASC Topic 326 on January 1, 2020, a loss was recognized in earnings when we determined declines in the fair value of marketable securities were other-than-temporary.
−Removed: For the year ended December 31, 2019, we did not incur any
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Effective January 1, 2020, we evaluated our debt security investment for expected future credit loss in accordance with ASC Topic 326.
−Removed: There was no net cumulative effect adjustment to retained earnings as of January 1, 2020.
See Note 5, Debt Security Investment, Net, for a further discussion.
12 unchanged sentences
As a basis for considering market participant assumptions in fair value measurements, we follow a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of our reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and our reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.
7 unchanged sentences
Other Assets, Net
−Removed: Other assets, net primarily consists of inventory, prepaid expenses and deposits, deferred financing costs related to our lines of credit and term loans, deferred rent receivables, deferred tax assets, investments in unconsolidated entities, lease inducements and lease commissions.
+Added: Other assets, net primarily consists of inventory, prepaid expenses and deposits, certain deferred financing costs related to our lines of credit and term loans, deferred rent receivables, deferred tax assets, investments in unconsolidated entities, lease inducements and lease commissions.
Inventory consists primarily of pharmaceutical and medical supplies and is stated at the lower of cost (first-in, first-out) or market.
1 unchanged sentence
Such costs are amortized using the straight-line method over the term of the related loan, which approximates the effective interest rate method.
−Removed: Amortization of deferred financing costs related to our lines of credit and term loans is included in interest expense in our accompanying consolidated statements of operations and
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: comprehensive income (loss).
+Added: Amortization of deferred financing costs related to our lines of credit and term loans is included in interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
Lease commissions are amortized using the straight-line method over the term of the related lease.
8 unchanged sentences
When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we did no t incur any impairment losses from unconsolidated entities.
See Note 7, Other Assets, Net, for a further discussion.
Accounts Payable and Accrued Liabilities
−Removed: As of December 31, 2021 and 2020, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 31,101,000 and $ 46,540,000 , respectively, insurance reserves of $ 36,440,000 and $ 36,251,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 22,852,000 and $ 21,508,000 , respectively, accrued property taxes of $ 22,102,000 and $ 14,521,000 , respectively, and accrued investor distributions of $ 8,768,000 and $ 0 , respectively.
−Removed: Stock Based Compensation
−Removed: We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the 2015 Incentive Plan, or our incentive plan, using the fair value method, which requires an estimate of fair value of the award at the time of grant and recognition of compensation expense on a straight-line basis over the requisite service period of the awards.
−Removed: The compensation expense is adjusted for actual forfeitures upon occurrence.
−Removed: Awards granted under our incentive plan consist of restricted stock or units issued to our executive officers and key employees, in addition to restricted stock issued to our independent directors.
−Removed: See Note 14, Equity — 2015 Incentive Plan, for a further discussion of awards granted under our incentive plan.
−Removed: On January 1, 2019, we adopted Accounting Standards Update, or ASU, 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07, which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions.
−Removed: It expands the scope of ASC Topic 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in the entity’s own operations and supersedes the guidance of ASC Topic 505-50, Equity-Based Payments to Nonemployees.
−Removed: We applied this guidance using a modified retrospective approach for all equity-classified nonemployee awards for which a measurement date has not been established as of the adoption date.
−Removed: See Note 14, Equity — Noncontrolling Interests in Total Equity, for a further discussion of grants to nonemployees.
+Added: As of December 31, 2022 and 2021, accounts payable and accrued liabilities primarily include insurance reserves of $ 39,893,000 and $ 36,440,000 , respectively, reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 38,624,000 and $ 31,101,000 , respectively, accrued property taxes of $ 24,926,000 and $ 22,102,000 , respectively, accrued developments and capital expenditures to unaffiliated third parties of $ 30,211,000 and $ 22,852,000 , respectively, and accrued distributions to common stockholders of $ 26,484,000 and $ 8,768,000 , respectively.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Stock Based Compensation
+Added: We follow ASC Topic 718, Compensation — Stock Compensation , or ASC Topic 718, to account for our stock compensation pursuant to the 2015 Incentive Plan, or the AHR Incentive Plan, using the fair value method, which requires an estimate of fair value of the award at the time of grant and recognition of compensation expense on a straight-line basis over the requisite service period of the awards.
+Added: The compensation expense is adjusted for actual forfeitures upon occurrence.
+Added: Awards granted under the AHR Incentive Plan consist of restricted stock or units issued to our executive officers and employees, in addition to restricted stock issued to our directors.
+Added: See Note 14, Equity — AHR 2015 Incentive Plan, for a further discussion of awards granted under the AHR Incentive Plan.
Foreign Currency
10 unchanged sentences
To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to our stockholders a minimum of 90.0 % of our annual taxable income, excluding net capital gains.
−Removed: We generally will not be subject to federal income taxes if we distribute 100% of our taxable income each year to our stockholders.
−Removed: If we fail to maintain our qualification as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.
+Added: We generally will not be subject to U.S.
+Added: federal income taxes if we distribute 100% of our taxable income each year to our stockholders.
+Added: If we fail to maintain our qualification as a REIT in any taxable year, we will then be subject to U.S.
+Added: federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S.
+Added: federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.
Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.
7 unchanged sentences
A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized.
−Removed: Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive income (loss) when such changes occur.
+Added: Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive income (loss)
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: when such changes occur.
Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is recorded in income tax benefit or expense in our accompanying consolidated statements of operations and comprehensive income (loss).
1 unchanged sentence
See Note 17, Income Taxes, for a further discussion.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment Disclosure
We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions.
−Removed: Accordingly, when we acquired our first medical office building in June 2014;
−Removed: senior housing facility in September 2014;
+Added: Accordingly, when we acquired our first MOB in June 2014;
+Added: SNF in September 2014;
hospital in December 2014;
2 unchanged sentences
and integrated senior health campus in December 2015, we established a new reportable segment at such time.
−Removed: As of December 31, 2021, we operated through six reportable business segments, with activities related to investing in medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
+Added: As of December 31, 2022, we operated through six reportable business segments, with activities related to investing in integrated senior health campuses, MOBs, SNFs, SHOP, senior housing — leased and hospitals.
See Note 19, Segment Reporting, for a further discussion.
2 unchanged sentences
Recently Issued Accounting Pronouncements
−Removed: In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria.
+Added: In March 2020, the FASB issued Accounting Standards Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria.
ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform.
−Removed: ASU 2020-04 and ASU 2021-01 are effective for fiscal years and interim periods beginning after March 12, 2020 and through December 31, 2022.
−Removed: We are currently evaluating the impact this guidance has on our variable rate debt, derivatives and lease contracts to determine the impact on our disclosures.
+Added: In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):
+Added: Deferral of the Sunset Date of Topic 848, or ASU 2022-06, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024.
+Added: ASU 2020-04, ASU 2021-01 and ASU 2022-06 are effective for fiscal years and interim periods beginning after March 12, 2020 and through the effective date December 31, 2024, as extended by ASU 2022-06.
+Added: We are currently evaluating the impact this guidance has on our variable-rate debt and lease contracts to determine the impact on our disclosures.
In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842):
3 unchanged sentences
and (2) the lessor would have otherwise recognized a day-one loss.
−Removed: ASU 2021-05 is effective for fiscal years beginning after December 15, 2021.
−Removed: Early adoption is permitted.
−Removed: We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.
+Added: ASU 2021-05 was effective for fiscal years beginning after December 15, 2021.
+Added: Early adoption was permitted.
+Added: We adopted such accounting pronouncement on January 1, 2022, which did not have a material impact to our consolidated financial statements and disclosures as we have no material sales-type or direct financing leases.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
3 unchanged sentences
Early adoption is permitted.
−Removed: We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.
−Removed: In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), or ASU 2021-10, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements.
−Removed: ASU 2021-10 is effective for annual periods beginning after December 15, 2021.
−Removed: We adopted such accounting pronouncements on January 1, 2022, which did not have a material impact to our financial statement disclosures.
+Added: We adopted such accounting pronouncements on January 1, 2023, which did not have a material impact to our consolidated financial statements and disclosures.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: In March 2022, the FASB issued ASU 2022-02, Financial Instruments — Credit Losses (Topic 326):
+Added: Troubled Debt Restructuring and Vintage Disclosures, or ASU 2022-02, which eliminates certain previously issued accounting guidance for troubled debt restructurings, or TDRs, and enhances disclosure requirements surrounding refinancing, restructurings, and write-offs.
+Added: Current GAAP provides an exception to general recognition and measurement guidance for loan restructurings if they meet specific criteria to be considered TDRs.
+Added: If a modification is a TDR, incremental expected losses are recorded in the allowance for credit losses upon modification and specific disclosures are required.
+Added: The new amendment eliminates the TDR recognition and measurement guidance and requires the reporting entity to evaluate whether the modification represents a new loan or a continuation of an existing loan, consistent with accounting for other loan modifications.
+Added: The amendment also requires public business entities to disclose current-period gross write-offs by year of origination for certain financing receivables and net investments in leases.
+Added: For entities that have adopted the previously issued guidance amended by this update, ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which we adopted during the year ended December 31, 2020, this update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
+Added: Early adoption is permitted for entities that have adopted the previously issued guidance amended by this update.
+Added: We adopted such accounting pronouncements on January 1, 2023, which did not have a material impact to our consolidated financial statements and disclosures.
+Added: Real Estate Investments, Net
+Added: Our real estate investments, net consisted of the following as of December 31, 2022 and 2021:
+Added: Building, improvements and construction in process $ 3,670,361,000 $ 3,505,786,000
+Added: Land and improvements 344,359,000 334,562,000
+Added: Furniture, fixtures and equipment 221,727,000 198,224,000
+Added: 4,236,447,000 4,038,572,000
+Added: accumulated depreciation ( 654,838,000 ) ( 523,886,000 )
+Added: $ 3,581,609,000 $ 3,514,686,000
+Added: Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 141,257,000 , $ 109,036,000 and $ 90,997,000 , respectively.
+Added: In addition to the acquisitions and dispositions discussed below, for the years ended December 31, 2022, 2021 and 2020, we incurred capital expenditures of $ 32,373,000 , $ 21,605,000 and $ 17,854,000 , respectively, for our MOBs, $ 30,926,000 , $ 62,596,000 and $ 111,286,000 , respectively, for our integrated senior health campuses, $ 9,280,000 , $ 3,539,000 and $ 1,232,000 , respectively, for our SHOP, $ 4,000 , $ 0 and $ 47,000 , respectively, for our hospitals and $ 0 , $ 31,000 and $ 0 , respectively, for our SNFs.
+Added: We did no t incur any capital expenditures for our senior housing — leased segment for the years ended December 31, 2022, 2021 and 2020.
+Added: Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses.
+Added: For the year ended December 31, 2022, we exercised our right to purchase a leased property that cost $ 15,462,000 to develop and incurred $ 7,543,000 to expand three of our existing integrated senior health campuses.
+Added: For the year ended December 31, 2021, we completed the development of three integrated senior health campuses for $ 50,435,000 and incurred $ 22,720,000 to expand two of our existing integrated senior health campuses.
+Added: We also exercised our right to purchase a leased property that cost $ 11,004,000 .
+Added: For the year ended December 31, 2020, we completed the development of six integrated senior health campuses for $ 64,409,000 and incurred $ 2,573,000 to expand two of our existing integrated senior health campuses.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Acquisitions of Real Estate Investments
+Added: 2022 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2022, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, of which we own 73.1 %, exercised purchase options to acquire four previously leased real estate investments located in Indiana and Kentucky for an aggregate contract purchase price of $ 54,805,000 , which investments are included in our integrated senior health campus segment.
+Added: We financed such acquisitions with cash on hand and a mortgage loan payable with a principal balance of $ 52,725,000 .
+Added: In addition, for the year ended December 31, 2022, we, through a majority-owned subsidiary of Trilogy, acquired land parcels in Indiana and Kentucky for the future development and expansion of our integrated senior health campuses for an aggregate contract purchase price of $ 1,020,000 , plus closing costs.
+Added: We accounted for our acquisitions of land and previously leased real estate investments completed during the year ended December 31, 2022 described above as asset acquisitions.
+Added: For the year ended December 31, 2022, we incurred and capitalized closing costs and direct acquisition related expenses of $ 303,000 .
+Added: The following table summarizes the purchase price of such assets acquired, adjusted for $ 37,464,000 operating lease right-of-use assets and $ 36,326,000 operating lease liabilities, and based on their relative fair values:
+Added: Building and improvements $ 49,645,000
+Added: Land and improvements 8,885,000
+Added: Total assets acquired $ 58,530,000
+Added: 2021 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2021, we, through a majority-owned subsidiary of Trilogy, acquired a portfolio of six previously leased real estate investments located in Indiana and Ohio.
+Added: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
+Added: Location Date
+Added: Acquired Contract
+Added: Purchase Price Mortgage
+Added: Loan Payable(1) Acquisition
+Added: Kendallville, IN;
+Added: and Delphos, Lima, Springfield, Sylvania and Union Township, OH 01/19/21 $ 76,549,000 $ 78,587,000 $ 1,164,000
+Added: (1) Represents the principal balance of the mortgage loan payable placed on the properties at the time of acquisition.
+Added: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest in the Trilogy subsidiary that acquired the properties.
+Added: For the year ended December 31, 2021, and prior to the Merger, we, through a majority-owned subsidiary of Trilogy, acquired land parcels in Indiana and Ohio for the future development and expansion of our integrated senior health campuses for an aggregate contract purchase price of $ 1,459,000 plus closing costs.
+Added: We paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest.
+Added: On October 15, 2021, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 249,000 , plus closing costs.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: We accounted for our acquisitions of land and previously leased real estate investments completed during the year ended December 31, 2021 described above as asset acquisitions.
+Added: For the year ended December 31, 2021, we incurred and capitalized closing costs and direct acquisition related expenses of $ 1,855,000 .
+Added: The following table summarizes the purchase price of such assets acquired at the time of acquisition, adjusted for $ 57,647,000 operating lease right-of-use assets and $ 54,564,000 operating lease liabilities, and based on their relative fair values:
+Added: Building and improvements $ 66,167,000
+Added: Land 17,612,000
+Added: Total assets acquired $ 83,779,000
+Added: 2020 Acquisitions of Real Estate Investments
+Added: For the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of property acquisition, acquired two previously leased real estate investments located in Indiana and Kentucky.
+Added: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
+Added: Location Date
+Added: Acquired Contract
+Added: Purchase Price Line of Credit(1) Acquisition
+Added: Monticello, IN 07/30/20 $ 10,600,000 $ 13,200,000 $ 161,000
+Added: Louisville, KY 07/30/20 16,719,000 15,055,000 254,000
+Added: Total $ 27,319,000 $ 28,255,000 $ 415,000
+Added: (1) Represents borrowings under the 2019 Trilogy Credit Facility, as defined in Note 9, Lines of Credit and Term Loans, at the time of acquisition.
+Added: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest at the time of acquisition in the Trilogy subsidiary that acquired the properties.
+Added: In addition to the property acquisitions discussed above, for the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, acquired land in Ohio for an aggregate contract purchase price of $ 2,833,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of such land parcel attributed to our ownership interest.
+Added: We accounted for our acquisitions of land and previously leased real estate investments completed during the year ended December 31, 2020 described above as asset acquisitions.
+Added: For the year ended December 31, 2020, we incurred and capitalized closing costs and direct acquisition related expenses of $ 709,000 .
+Added: The following table summarizes the purchase price of the assets acquired at the time of acquisition, adjusted for $ 14,281,000 of operating lease right-of-use assets and $ 15,530,000 of operating lease liabilities, and based on their relative fair values:
+Added: Building and improvements $ 26,311,000
+Added: Land 4,563,000
+Added: Total assets acquired $ 30,874,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Dispositions of Real Estate Investments
+Added: Below is a summary of dispositions of real estate investments for the years ended December 31, 2022 and 2021.
+Added: We did not dispose of any real estate investments for the year ended December 31, 2020.
+Added: 2022 Dispositions of Real Estate Investments
+Added: For the year ended December 31, 2022, we disposed of one MOB in Tennessee and three facilities in Florida within our Central Florida Senior Housing Portfolio.
+Added: We recognized a total aggregate gain on such dispositions of $ 1,370,000 .
+Added: The following is a summary of such dispositions, which were included in our MOBs and SHOP segments, as applicable:
+Added: Location Date
+Added: Disposed Contract
+Added: Brooksville, FL(1) 11/15/22 $ 2,640,000
+Added: Sanford, FL(1) 12/15/22 3,750,000
+Added: Memphis, TN 12/20/22 9,600,000
+Added: Bradenton FL(1) 12/30/22 7,215,000
+Added: Total $ 23,205,000
+Added: (1) See Note 13, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio.
+Added: 2021 Disposition of Real Estate Investments
+Added: In July 2021, we, through a majority-owned subsidiary of Trilogy, sold an integrated senior health campus, or the Sold Property, to an unaffiliated third party, or the Buyer, and leased it back, while retaining control of the Sold Property.
+Added: This transaction did not meet the criteria for a sale and leaseback under GAAP.
+Added: The lease agreement includes a finance obligation with a present value of $ 15,504,000 representing our obligation to purchase the Sold Property between 2028 and 2029.
+Added: Simultaneously, we, through a majority-owned subsidiary of Trilogy, purchased a previously leased integrated senior health campus, or the Purchased Property, from the Buyer which was in exchange for the Sold Property.
+Added: No cash consideration was exchanged as part of the transactions explained above.
+Added: As of the transaction date, the carrying value of the Purchased Property of $ 14,807,000 was recorded to real estate investments, net, in our accompanying consolidated balance sheet and the carrying value of the finance obligation of $ 15,504,000 was recorded to financing obligations in our accompanying consolidated balance sheet.
+Added: Sale of Controlling Interests in Developments
+Added: On February 8, 2022, we sold approximately 74.0 % of our ownership interests in several real estate development assets within our integrated senior health campuses segment for an aggregate sales price of $ 19,622,000 and we recognized an aggregate gain on sale of $ 683,000 for the year ended December 31, 2022.
+Added: At the time of sale, we retained approximately 26.0 % ownership interests in such real estate development assets.
+Added: As of December 31, 2022, we own approximately 31.6 % ownership interests in such real estate development assets, which interests are accounted for as investments in unconsolidated entities within other assets, net in our accompanying consolidated balance sheet as of December 31, 2022.
+Added: From February 8, 2022 through December 31, 2022, our interests in the net earnings or losses of such unconsolidated entities were included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: See Note 4, Business Combinations, for a discussion of real estate investment acquisitions accounted for business combinations for the years ended December 31, 2022 and 2021.
+Added: We did not have any business combinations for the year ended December 31, 2020.
+Added: Impairment of Real Estate Investments
+Added: For the year ended December 31, 2022, we determined that 12 facilities within our SHOP segment were impaired and recognized an aggregate impairment charge of $ 54,579,000 , which reduced the total aggregate carrying value of such facilities to $ 81,149,000 .
+Added: We disposed of three of such impaired facilities during the fourth quarter of 2022, as discussed in the “Dispositions of Real Estate Investments” section above.
+Added: The fair value of one of our impaired facilities was determined by the
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: sales price from an executed purchase and sale agreement with a third-party buyer, which was considered a Level 2 measurement within the fair value hierarchy.
+Added: The fair value of our remaining 11 impaired facilities were based on their projected sales prices, which were considered Level 2 measurements within the fair value hierarchy.
+Added: For the year ended December 31, 2021, we determined that one MOB was impaired and recognized an impairment charge of $ 3,335,000 , which reduced the carrying value of such asset to $ 2,880,000 .
+Added: The fair value of such property was determined by the sales price from an executed purchase and sale agreement with third-party buyer, and adjusted for anticipated selling costs, which was considered a Level 2 measurement within the fair value hierarchy.
+Added: We disposed of such impaired MOB in July 2021 for a contract sales price of $ 3,000,000 and recognized a net gain on sale of $ 346,000 .
+Added: For the year ended December 31, 2020, we determined that one SNF and one MOB were impaired and recognized an aggregate impairment charge of $ 8,350,000 , which reduced the total carrying value of such assets to $ 4,256,000 .
+Added: The fair values of such properties were determined by the sales price from executed purchase and sales agreements with third-party buyers, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
+Added: We disposed of such impaired MOB in July 2020 for a contract sales price of $ 3,500,000 and recognized a net gain on sale of $ 15,000 .
+Added: As of December 31, 2020, the remaining $ 1,056,000 carrying value of such SNF was classified in properties held for sale, and we subsequently disposed of such property in February 2021 for a contract sales price of $ 1,300,000 and recognized a net loss on sale of $ 332,000 .
Business Combinations
−Removed: Merger and the AHI Acquisition
+Added: 2022 Business Combinations
+Added: For the year ended December 31, 2022, we accounted for four acquisitions as business combinations, as discussed below, the first three of which are included within our integrated senior health campuses segment.
+Added: Based on quantitative and qualitative considerations, such four business combinations were not material to us individually or in the aggregate and, therefore, pro forma financial information is not provided.
+Added: On January 3, 2022, we, through a majority-owned subsidiary of Trilogy, acquired an integrated senior health campus in Kentucky from an unaffiliated third party.
+Added: The contract purchase price for such property acquisition was $ 27,790,000 plus immaterial closing costs.
+Added: We acquired such property using cash on hand and placed a mortgage loan payable of $ 20,800,000 on the property at the time of acquisition.
+Added: On April 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0 % interest in a pharmaceutical business in Florida from an unaffiliated third party and incurred transaction costs of $ 938,000 .
+Added: Prior to such pharmaceutical business acquisition, we, through a majority-owned subsidiary of Trilogy, owned the other 50.0 % interest in such business, which investment was included in investments in unconsolidated entities within other assets, net in our accompanying consolidated balance sheet as of December 31, 2021.
+Added: Therefore, through March 31, 2022, our 50.0 % interest in the net earnings or losses of such unconsolidated entity was included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: On August 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired the 50.0 % controlling interest in a privately held company, RHS Partners, LLC, or RHS, that owns and/or operates 16 integrated senior health campuses located in Indiana, from an unaffiliated third party.
+Added: The contract purchase price for the acquisition of RHS was $ 36,661,000 plus immaterial closing costs, which was primarily acquired using cash on hand.
+Added: Prior to such acquisition, we owned a 50.0 % interest in RHS, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying consolidated balance sheet as of December 31, 2021.
+Added: Therefore, through July 31, 2022, our 50.0 % equity interest in the net earnings or losses of RHS was included in income or loss from unconsolidated entities in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: In connection with the acquisition of RHS, we re-measured the fair value of our previously held equity interest in RHS and recognized a gain on re-measurement of $ 19,567,000 in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: On December 5, 2022, we acquired a portfolio of seven senior housing facilities in Texas from an unaffiliated third party, which facilities are included in our SHOP segment.
+Added: These facilities are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described at Note 5, Debt Security Investment, Net.
+Added: We acquired the seven facilities by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers as such borrower was in default on the required debt payments.
+Added: The aggregated principal balance of such assumed mortgage loans payable was $ 110,627,000 at the time of acquisition.
+Added: No cash consideration was exchanged as part of the transactions;
+Added: however, we incurred transaction costs of $ 1,895,000 related to the acquisition of such facilities.
+Added: See Note 5, Debt Security Investment, Net, for a further discussion.
+Added: The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our 2022 acquisitions accounted for as business combinations.
+Added: The fair values of the assets acquired and liabilities assumed during 2022 were preliminary estimates.
+Added: Any necessary adjustments will be finalized within one year from the date of acquisition.
+Added: Operating lease right-of-use assets $ 153,777,000
+Added: Building and improvements 163,166,000
+Added: Goodwill 44,990,000
+Added: Accounts receivable, net 19,472,000
+Added: In-place leases 18,834,000
+Added: Land 20,514,000
+Added: Cash and restricted cash 12,331,000
+Added: Certificates of need 3,567,000
+Added: Furniture, fixtures and equipment 1,936,000
+Added: Other assets 1,798,000
+Added: Total assets acquired 440,385,000
+Added: Operating lease liabilities ( 161,121,000 )
+Added: Mortgage loans payable (including debt discount of $ 6,066,000 )
+Added: ( 149,861,000 )
+Added: Security deposits and other liabilities ( 15,994,000 )
+Added: Accounts payable and accrued liabilities ( 16,012,000 )
+Added: Financing obligations ( 65,000 )
+Added: Total liabilities assumed ( 343,053,000 )
+Added: Net assets acquired $ 97,332,000
+Added: 2021 Business Combinations — Merger and the AHI Acquisition
As discussed in Note 1, Organization and Description of Business, on October 1, 2021, pursuant to the Merger Agreement, we completed the REIT Merger and Partnership Merger.
−Removed: 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.
−Removed: At the effective time of the Partnership Merger, (i) each unit of limited partnership interest in our operating partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive 0.9266 of a Partnership Class I Unit, as defined in the agreement of limited partnership, as amended, of the surviving partnership and (ii) each unit of limited partnership interest in GAHR IV Operating Partnership outstanding as of immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive one unit of limited partnership interest of the surviving partnership of like class.
+Added: At the effective time of the REIT Merger and prior to the reverse stock split, each issued and outstanding share of GAHR III’s common stock, $ 0.01 par value per share, converted into the right to receive 0.9266 shares of GAHR IV’s Class I common stock, $ 0.01 par value per share.
+Added: At the effective time of the Partnership Merger and prior to the reverse stock split, (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.
Additionally, on October 1, 2021, the AHI Acquisition closed immediately prior to the consummation of the Merger, and pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the surviving partnership, including its interest in GAHR III Advisor and GAHR IV Advisor, and Griffin Capital contributed its ownership interest in GAHR III Advisor and GAHR IV Advisor to the surviving partnership.
In exchange for their contributions, the surviving partnership issued surviving partnership OP units to the NewCo Sellers.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Purchase Consideration
6 unchanged sentences
(1) Represents the fair value of GAHR III common stock that is deemed to be issued for accounting purposes only.
−Removed: The fair value of the purchase consideration is calculated based on 88,183,065 shares of common stock deemed to be issued by GAHR III at the fair value per share of $ 8.71 .
−Removed: (2) Represents the fair value of additional interest acquired in GAHR III’s subsidiary, Trilogy REIT Holdings, LLC, or Trilogy.
+Added: Taking into consideration the impact of the reverse stock split, the fair value of the purchase consideration is calculated based on 22,045,766 shares of common stock deemed to be issued by GAHR III at the fair value per share of $ 34.84 .
+Added: (2) Represents the fair value of additional interest acquired in GAHR III’s subsidiary, Trilogy REIT Holdings, LLC, or Trilogy REIT Holdings.
The acquisition of additional interest in Trilogy is accounted for separately from the REIT Merger in accordance with ASC Topic 810, Consolidation , or ASC Topic 810.
8 unchanged sentences
________________
−Removed: (1) Represents the estimated fair value of the 15,117,529 surviving partnership OP units issued as consideration, with a reference value for purposes thereof of $ 8.71 per unit.
+Added: (1) Taking into consideration the impact of the reverse stock split, the amount represents the estimated fair value of the 3,779,382 surviving partnership OP units issued as consideration, with a reference value for purposes thereof of $ 34.84 per unit.
The issuance of surviving partnership OP units was accounted for separately from the AHI Acquisition.
(2) Represents the estimated fair value of contingent consideration based on the performance of a possible private investment fund under consideration by AHI.
−Removed: As of the acquisition date, we have no definitive plans to establish the investment fund and therefore the fair value of contingent consideration was estimated to be $ 0 .
+Added: We have no definitive plans to establish the investment fund and therefore the fair value of contingent consideration was estimated to be $ 0 .
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Total assets 1,277,577,000
−Removed: Mortgage loans payable, net ( 18,602,000 )
+Added: Mortgage loans payable (including debt premium of $ 311,000 )
+Added: ( 18,602,000 )
Lines of credit and term loans ( 488,900,000 )
5 unchanged sentences
Total liabilities ( 558,557,000 )
−Removed: Total net identifiable assets acquired 719,020,000
+Added: Net identifiable assets acquired 719,020,000
Redeemable noncontrolling interests ( 2,525,000 )
1 unchanged sentence
Total purchase consideration $ 714,967,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
AHI Acquisition
10 unchanged sentences
Total purchase consideration $ 131,747,000
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Acquisition-related Costs
The Merger and the AHI Acquisition were accounted for as business combinations and as a result, acquisition-related costs incurred in connection with these transactions of $ 13,987,000 were expensed and included in business acquisition expenses in our accompanying consolidated statement of operations and comprehensive income (loss).
−Removed: Acquisition-related costs of $ 6,753,000 were incurred by GAHR IV in the period before the consummation of the Merger on October 1, 2021 and are therefore not reflected in our accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021 as GAHR III was the accounting acquiror in the Merger under ASC Topic 805, as further explained above.
+Added: Acquisition-related costs of $ 6,753,000 were incurred by GAHR IV in the period before the consummation of the Merger and are therefore not reflected in our accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021 as GAHR III was the accounting acquiror in the Merger under ASC Topic 805, as further explained above.
Fair Value of Noncontrolling Interests
6 unchanged sentences
Goodwill recognized in this transaction is not deductible for tax purposes.
−Removed: There has been no change to the carrying values of goodwill since the acquisition date through December 31, 2021.
+Added: See Note 19, Segment Reporting, for a further discussion.
The table below represents the allocation of goodwill in connection with the AHI Acquisition to our reporting segments:
−Removed: Medical office buildings $ 47,812,000
+Added: MOBs $ 47,812,000
Integrated senior health campuses 44,547,000
SHOP 23,277,000
−Removed: Skilled nursing facilities 8,640,000
+Added: SNFs 8,640,000
Senior housing 5,924,000
1 unchanged sentence
Total $ 134,589,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
REIT Merger — Real Estate Investments, Intangible Assets and Intangible Liabilities
11 unchanged sentences
Total real estate investments $ 1,126,641,000
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Intangible Assets Approximate Fair
7 unchanged sentences
Below-market leases $ 12,927,000 10
−Removed: The fair values of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interests, on October 1, 2021 were preliminary estimates determined using the cost approach and direct capitalization method under the income approach, and in limited circumstances, the market approach.
−Removed: Any necessary adjustments will be finalized within one year from the date of acquisition.
+Added: The fair values of the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interests, on October 1, 2021 were estimates determined using the cost approach and direct capitalization method under the income approach, and in limited circumstances, the market approach.
+Added: Any necessary adjustments were finalized within one year from the date of acquisition.
Pro Forma Financial Information (Unaudited)
7 unchanged sentences
Net loss attributable to controlling interest $ ( 35,140,000 ) $ ( 20,642,000 )
−Removed: Real Estate Investments, Net
−Removed: Our real estate investments, net consisted of the following as of December 31, 2021 and 2020:
−Removed: Building, improvements and construction in process $ 3,505,786,000 $ 2,379,337,000
−Removed: Land and improvements 334,562,000 200,319,000
−Removed: Furniture, fixtures and equipment 198,224,000 174,994,000
−Removed: 4,038,572,000 2,754,650,000
−Removed: accumulated depreciation ( 523,886,000 ) ( 424,650,000 )
−Removed: $ 3,514,686,000 $ 2,330,000,000
−Removed: Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 109,036,000 , $ 90,997,000 and $ 90,914,000 , respectively.
−Removed: In addition to the acquisitions and dispositions discussed below, for the years ended December 31, 2021, 2020 and 2019, we incurred capital expenditures of $ 62,596,000 , $ 111,286,000 and $ 93,485,000 , respectively, for our integrated senior health campuses, $ 21,605,000 , $ 17,854,000 and $ 16,571,000 , respectively, for our medical office buildings, $ 3,539,000 , $ 1,232,000 and $ 2,015,000 , respectively, for our SHOP, $ 31,000 , $ 0 and $ 1,954,000 , respectively, for our skilled nursing facilities and $ 0 , $ 47,000 and $ 53,000 , respectively, for our hospitals.
−Removed: We did no t incur any capital expenditures for our senior housing facilities for the years ended December 31, 2021, 2020 and 2019.
−Removed: Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses.
−Removed: For the year ended December 31, 2021, we completed the development of three properties for $ 50,435,000 and incurred $ 22,720,000 to expand two of our existing integrated senior health campuses.
−Removed: We also exercised our right to
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: purchase a leased property that cost $ 11,004,000 .
−Removed: For the year ended December 31, 2020, we completed the development of six integrated senior health campuses for $ 64,409,000 and incurred $ 2,573,000 to expand two of our existing integrated senior health campuses.
−Removed: For the year ended December 31, 2019, we completed the development of two integrated senior health campuses for $ 25,087,000 .
−Removed: For the year ended December 31, 2021, we determined that one medical office building was impaired and recognized an impairment charge of $ 3,335,000 , which reduced the carrying value of such asset to $ 2,880,000 .
−Removed: The fair value of such property was determined by the sales price from an executed purchase and sale agreement with third-party buyer, and adjusted for anticipated selling costs, which was considered a Level 2 measurement within the fair value hierarchy.
−Removed: We disposed of such impaired medical office building in July 2021 for a contract sales price of $ 3,000,000 and recognized a net gain on sale of $ 346,000 .
−Removed: For the year ended December 31, 2020, we determined that one skilled nursing facility and one medical office building were impaired and recognized an aggregate impairment charge of $ 8,350,000 , which reduced the total carrying value of such assets to $ 4,256,000 .
−Removed: The fair values of such properties were determined by the sales price from executed purchase and sales agreements with third-party buyers, and adjusted for anticipated selling costs, which were considered Level 2 measurements within the fair value hierarchy.
−Removed: We disposed of such impaired medical office building in July 2020 for a contract sales price of $ 3,500,000 and recognized a net gain on sale of $ 15,000 .
−Removed: As of December 31, 2020, the remaining $ 1,056,000 carrying value of such skilled nursing facility was classified in properties held for sale, and we subsequently disposed of such property in February 2021 for a contract sales price of $ 1,300,000 and recognized a net loss on sale of $ 332,000 .
−Removed: No impairment charges were recognized on our properties for the year ended December 31, 2019.
−Removed: For the year ended December 31, 2019, we did no t dispose of any long-lived assets.
−Removed: Acquisitions of Real Estate Investments
−Removed: For the years ended December 31, 2021, 2020 and 2019, with the exception of the Merger and the AHI Acquisition, all of our acquisitions of real estate investments were determined to be asset acquisitions.
−Removed: Below is a summary of such property acquisitions by year, including our acquisition of previously leased real estate investments.
−Removed: On October 1, 2021, we completed the Merger and the AHI Acquisition and accounted for such transactions as business combinations under ASC Topic 805.
−Removed: See Note 3, Business Combinations — Merger and the AHI Acquisition, for a further discussion.
−Removed: 2021 Acquisitions of Real Estate Investments
−Removed: For the year ended December 31, 2021, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of acquisition, acquired a portfolio of six previously leased real estate investments located in Indiana and Ohio.
−Removed: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
−Removed: Location Date
−Removed: Acquired Contract
−Removed: Purchase Price Mortgage
−Removed: Loan Payable(1) Acquisition
−Removed: Kendallville, IN;
−Removed: and Delphos, Lima, Springfield, Sylvania and Union Township, OH 01/19/21 $ 76,549,000 $ 78,587,000 $ 1,164,000
−Removed: (1) Represents the principal balance of the mortgage loan payable placed on the properties at the time of acquisition.
−Removed: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest in the Trilogy subsidiary that acquired the properties.
−Removed: Prior to the Merger on October 1, 2021, we, through a majority-owned subsidiary of Trilogy, acquired land in Indiana and Ohio for an aggregate contract purchase price of $ 1,459,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest.
−Removed: On October 15, 2021, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $ 249,000 plus closing costs.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: For the year ended December 31, 2021, we incurred and capitalized acquisition fees and direct acquisition related expenses of $ 1,855,000 for the property acquisitions described above.
−Removed: The following table summarizes the purchase price of such assets acquired at the time of acquisition, adjusted for $ 57,647,000 operating lease right-of-use assets and $ 54,564,000 operating lease liabilities, and based on their relative fair values:
−Removed: Building and improvements $ 66,167,000
−Removed: Land 17,612,000
−Removed: Total assets acquired $ 83,779,000
−Removed: In July 2021, we, through a majority-owned subsidiary of Trilogy, sold an integrated senior health campus, or the Sold Property, to an unaffiliated third party, or the Buyer, and leased it back, while retaining control of the Sold Property.
−Removed: This transaction did not meet the criteria for a sale and leaseback under GAAP.
−Removed: The lease agreement includes a finance obligation with a present value of $ 15,504,000 representing our obligation to purchase the Sold Property between 2028 and 2029.
−Removed: Simultaneously, we, through a majority-owned subsidiary of Trilogy, purchased a previously leased integrated senior health campus, or the Purchased Property, from the Buyer which was in exchange for the Sold Property.
−Removed: No cash consideration was exchanged as part of the transactions explained above.
−Removed: As of December 31, 2021, the carrying value of the Purchased Property of $ 14,807,000 was recorded to real estate investments, net, in our accompanying consolidated balance sheet and the carrying value of the finance obligation of $ 15,504,000 was recorded to financing obligations in our accompanying consolidated balance sheet.
−Removed: 2020 Acquisitions of Real Estate Investments
−Removed: For the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of property acquisition, acquired two previously leased real estate investments located in Indiana and Kentucky.
−Removed: The following is a summary of such property acquisitions, which are included in our integrated senior health campuses segment:
−Removed: Location Date
−Removed: Acquired Contract
−Removed: Purchase Price Line of Credit(1) Acquisition
−Removed: Monticello, IN 07/30/20 $ 10,600,000 $ 13,200,000 $ 161,000
−Removed: Louisville, KY 07/30/20 16,719,000 15,055,000 254,000
−Removed: Total $ 27,319,000 $ 28,255,000 $ 415,000
−Removed: (1) Represents borrowings under the 2019 Trilogy Credit Facility, as defined in Note 9, Lines of Credit and Term Loans, at the time of acquisition.
−Removed: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, an acquisition fee of 2.25 % of the portion of the contract purchase price of the properties attributed to our ownership interest at the time of acquisition in the Trilogy subsidiary that acquired the properties.
−Removed: In addition to the property acquisitions discussed above, for the year ended December 31, 2020, we, through a majority-owned subsidiary of Trilogy, acquired land in Ohio for an aggregate contract purchase price of $ 2,833,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of such land parcel attributed to our ownership interest.
−Removed: For the year ended December 31, 2020, we incurred and capitalized closing costs and direct acquisition related expenses of $ 709,000 for the property acquisitions described above.
−Removed: The following table summarizes the purchase price of the assets acquired at the time of acquisition, adjusted for $ 14,281,000 of operating lease right-of-use assets and $ 15,530,000 of operating lease liabilities, and based on their relative fair values:
−Removed: Building and improvements $ 26,311,000
−Removed: Land 4,563,000
−Removed: Total assets acquired $ 30,874,000
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 2019 Acquisitions of Real Estate Investments
−Removed: For the year ended December 31, 2019, using cash on hand and debt financing, we completed the acquisition of two buildings from unaffiliated third parties.
−Removed: The following is a summary of such property acquisitions:
−Removed: Acquisition Location Type Date
−Removed: Acquired Contract
−Removed: Purchase Price Line of Credit Acquisition
−Removed: North Carolina ALF Portfolio(1) Garner, NC SHOP 03/27/19 $ 15,000,000 $ 15,000,000 $ 338,000
−Removed: The Cloister at Silvercrest(2) New Albany, IN Integrated Senior Health Campus 10/01/19 750,000 — 11,000
−Removed: $ 15,750,000 $ 15,000,000 $ 349,000
−Removed: (1) We own 100 % of our property acquired, which we added to our existing North Carolina ALF Portfolio.
−Removed: The other six buildings in North Carolina ALF Portfolio were acquired between January 2015 and August 2018.
−Removed: We borrowed under the 2019 Credit Facility, as defined in Note 9, Lines of Credit and Term Loans, at the time of acquisition.
−Removed: Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, and acquisition fee of 2.25 % of the contract purchase price of such property.
−Removed: (2) We, through a majority-owned subsidiary of Trilogy, of which we owned 67.7 % at the time of such property acquisition, acquired such property using using cash on hand.
−Removed: Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25 % of the portion of the contract purchase price of the property attributed to our ownership interest in the Trilogy subsidiary that acquired the property.
−Removed: In addition to the property acquisitions discussed above, for the year ended December 31, 2019, we, through a majority-owned subsidiary of Trilogy, acquired land in Ohio and Michigan for an aggregate contract purchase price of $ 4,806,000 plus closing costs and paid to our former advisor an acquisition fee of 2.25 % of the portion of the contract purchase price of each land parcel attributed to our ownership interest at the time of acquisition.
−Removed: 2019 Acquisition of Previously Leased Real Estate Investments
−Removed: For the year ended December 31, 2019, we, through a majority-owned subsidiary of Trilogy, of which we owned 67.6 % at the time of property acquisition, acquired one previously leased real estate investment located in Indiana.
−Removed: The following is a summary of such property acquisition, which is included in our integrated senior health campuses segment:
−Removed: Locations Date
−Removed: Acquired Contract
−Removed: Purchase Price Line of Credit(1) Acquisition
−Removed: Corydon, IN 09/05/19 $ 14,082,000 $ 14,114,000 $ 215,000
−Removed: (1) Represents a borrowing under the 2019 Trilogy Credit Facility, at the time of acquisition.
−Removed: (2) Our former advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our property, an acquisition fee of 2.25 % of the portion of the contract purchase price of the property attributed to our ownership interest at the time of acquisition in the Trilogy subsidiary that acquired the property.
−Removed: For the year ended December 31, 2019, we incurred and capitalized closing costs and direct acquisition related expenses of $ 836,000 for the property acquisition described above.
−Removed: The following table summarizes the purchase price of the assets acquired at the time of acquisition, adjusted for $ 13,052,000 of operating lease right-of-use assets and $ 12,599,000 of operating lease liabilities, and based on their relative fair values:
−Removed: Building and improvements $ 23,834,000
−Removed: Land 8,496,000
−Removed: In-place leases 3,596,000
−Removed: Total assets acquired $ 35,926,000
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Debt Security Investment, Net
1 unchanged sentence
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.
−Removed: The debt security matures on August 25, 2025 at a stated amount of $ 93,433,000 , resulting in an anticipated yield-to-maturity of 10.0 % per annum.
+Added: The debt security matures on August 25, 2025 at a stated amount
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: 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.
+Added: On December 5, 2022, we acquired a portfolio of seven senior housing facilities in Texas from an unaffiliated third party, which facilities are included in the underlying collateral pool securing our debt security investment.
+Added: We acquired the seven facilities by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers as such borrower was in default on the required debt payments.
+Added: We did not grant any concessions to such borrowers and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such facilities.
+Added: See Note 4, Business Combinations — 2022 Business Combinations, for a further discussion of such acquisitions.
As of December 31, 2022 and 2021, the carrying amount of the debt security investment was $ 83,000,000 and $ 79,315,000 , respectively, net of unamortized closing costs of $ 767,000 and $ 1,004,000 , respectively.
12 unchanged sentences
2,055,000 2,205,000
−Removed: Internally developed technology and software, net of accumulated amortization of $ 399,000 and $ 305,000 as of December 31, 2021 and 2020, respectively (with a weighted average remaining life of 0.7 years and 1.7 years as of December 31, 2021 and 2020, respectively)
−Removed: 70,000 165,000
+Added: Internally developed technology and software, net of accumulated amortization of $ 399,000 as of December 31, 2021 (with a weighted average remaining life of 0.7 years as of December 31, 2021)
Unamortized intangible assets:
2 unchanged sentences
$ 236,283,000 $ 248,871,000
−Removed: Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $ 22,460,000 , $ 6,678,000 and $ 19,973,000 , respectively, which included $ 1,349,000 , $ 420,000 and $ 607,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Amortization expense on identified intangible assets for the years ended December 31, 2022, 2021 and 2020 was $ 28,378,000 , $ 22,460,000 and $ 6,678,000 , respectively, which included $ 4,444,000 , $ 1,349,000 and $ 420,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the years ended December 31, 2022, 2021 and 2020, we did no t incur any impairment losses with respect to intangible assets.
AMERICAN HEALTHCARE REIT, INC.
22 unchanged sentences
$ 128,446,000 $ 121,148,000
−Removed: (1) Deferred financing costs only include costs related to our lines of credit and term loans.
−Removed: See Note 9, Lines of Credit and Term Loans.
−Removed: Amortization expense on deferred financing costs of our lines of credit and term loans for the years ended December 31, 2021, 2020 and 2019 was $ 4,261,000 , $ 3,559,000 and $ 3,664,000 , respectively, and is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: For the year ended December 31, 2021, such amount included the $ 230,000 write-off of unamortized deferred financing fees in connection with the termination of the 2019 Credit Facility term loan as discussed in Note 9, Lines of Credit and Term Loans.
−Removed: Amortization expense on lease inducement for the years ended December 31, 2021, 2020 and 2019 was $ 351,000 , $ 351,000 and $ 351,000 , respectively, and is recorded against real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Deferred financing costs included in other assets, net were related to the 2018 Credit Facility, 2019 Credit Facility, 2019 Trilogy Credit Facility and the senior unsecured revolving credit facility portion of the 2022 Credit Facility.
+Added: See Note 9, Lines of Credit and Term Loans, for a further discussion.
+Added: Amortization expense on lease inducement for the years ended December 31, 2022, 2021 and 2020 was $ 351,000 , and is recorded as a decrease to real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the years ended December 31, 2022, 2021 and 2020, we did no t incur any impairment losses with respect to our investments in unconsolidated entities.
Mortgage Loans Payable, Net
3 unchanged sentences
We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Mortgage loans payable, net consisted of the following as of December 31, 2022 and 2021:
9 unchanged sentences
Beginning balance $ 1,095,594,000 $ 810,478,000
−Removed: Assumed mortgage loans in the Merger(1) 18,602,000 —
Borrowings under mortgage loans payable 186,227,000 407,939,000
+Added: Assumption of mortgage loans payable due to acquisitions of real estate investments, net 149,861,000 18,602,000
Amortization of deferred financing costs 2,332,000 4,077,000
2 unchanged sentences
Early payoff of mortgage loans payable ( 90,871,000 ) ( 109,424,000 )
+Added: Payoff of a mortgage loan payable due to disposition of real estate investment ( 8,637,000 ) —
Deferred financing costs ( 2,517,000 ) ( 2,235,000 )
Ending balance $ 1,229,847,000 $ 1,095,594,000
−Removed: (1) On October 1, 2021, as a result of the Merger, we recognized the aggregate fair value of three fixed-rate mortgage loans of $ 18,602,000 , which consisted of the assumed aggregate principal balance of $ 18,291,000 and a total premium of $ 311,000 .
−Removed: The assumed mortgage loans carry interest rates ranging from 3.67 % to 5.25 % per annum, maturity dates ranging from April 1, 2025 to February 1, 2051 and a weighted average effective interest rate of 3.91 %.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: For the year ended December 31, 2021, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,425,000 , which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the year ended December 31, 2022, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,005,000 , which is recorded as an increase to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: For the year ended December 31, 2022, such aggregate loss on debt extinguishments was primarily related to the payoff of a mortgage loan payable due to the disposition of a real estate investment, the payoff of a construction loan and 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.
+Added: For the year ended December 31, 2021, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,425,000 , which is recorded as an increase to interest expense in our accompanying consolidated statements of operations and comprehensive income (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 and one mortgage loan payable that we refinanced on December 1, 2021 that were due to mature in 2053 and 2049, respectively.
For the year ended December 31, 2020, we did not incur any gain or loss on the extinguishment of mortgage loans payable.
−Removed: For the year ended December 31, 2019, we incurred an aggregate loss on the extinguishment of mortgage loans payable of $ 2,182,000 , which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: Such losses were primarily related to the write-off of unamortized debt discounts and prepayment penalties on two mortgage loans payable that were due to mature in November 2047 and April 2049.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2022, the principal payments due on our mortgage loans payable for each of the next five years ending December 31 and thereafter were as follows:
6 unchanged sentences
$ 1,254,479,000
−Removed: 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.
−Removed: All of our mortgage lenders and loan servicers approved such event, except for the servicers of two of our mortgage loans with an aggregate principal balance of $ 14,229,000 .
−Removed: We have been closely working with such servicers to address their requirements to receive final approval;
−Removed: however, we have not received notice from such servicers to accelerate our debt obligations.
Lines of Credit and Term Loans
6 unchanged sentences
and the lenders named therein, for a credit facility with an aggregate maximum principal amount of $ 530,000,000 , or the 2018 Credit Facility.
−Removed: The 2018 Credit Facility consisted of a senior unsecured revolving credit facility in the amount of $ 235,000,000 and senior unsecured term loan facilities in the aggregate amount of $ 295,000,000 .
−Removed: The maximum principal amount of the 2018 Credit Facility may have been increased by up to $ 120,000,000 , for a total principal amount of $ 650,000,000 , subject to certain conditions.
−Removed: At our option, the 2018 Credit Facility bore interest at per annum rates equal to (a)(i) the Eurodollar Rate, as defined in the 2018 Credit Agreement, plus (ii) a margin ranging from 1.70 % to 2.20 % based on our Consolidated Leverage Ratio, as defined in the 2018 Credit Agreement, or (b)(i) the greater of:
−Removed: (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.
−Removed: On October 1, 2021, we also entered into a Second Amendment to the 2018 Credit Agreement, or the Amendment, which provided for, among other things, the following:
−Removed: (i) revisions to financial covenant calculations to exclude the assets, liabilities and operating performance of Trilogy or any subsidiary thereof;
−Removed: (ii) our operating partnership pledging the equity interests in each direct and indirect subsidiary that owns an unencumbered asset;
−Removed: (iii) updates regarding restrictions and limitations on certain investments during the remainder of the term of the 2018 Credit Facility;
−Removed: and (iv) updates to certain financial covenants to reflect the Combined Company subsequent to the Merger.
−Removed: There were no changes to the contractual interest rates as a result of the Amendment.
+Added: 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 .
+Added: Unless defined herein, all capitalized terms under this “2018 Credit Facility” subsection are as defined in the 2018 Credit Agreement.
+Added: At our option, the 2018 Credit Facility bore interest at per annum rates equal to (a)(i) the Eurodollar Rate, plus (ii) a margin ranging from 1.70 % to 2.20 % based on our Consolidated Leverage Ratio, or (b)(i) the greater of:
+Added: (1) the prime rate publicly announced by Bank of America (2) the Federal Funds Rate, 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;
−Removed: however, pursuant to the terms of the 2018 Credit Agreement, at such time we extended the maturity date for an additional 12 months and
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: paid an extension fee of $ 795,000 .
−Removed: As of December 31, 2021, our aggregate borrowing capacity under the 2018 Credit Facility was $ 530,000,000 .
+Added: however, pursuant to the terms of the 2018 Credit Agreement, at such time we extended the maturity date for an additional 12 months and 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.
−Removed: On January 19, 2022, we terminated the 2018 Credit Agreement and entered into the 2022 Credit Agreement, as defined and discussed in Note 22, Subsequent Events — 2022 Credit Facility.
+Added: On January 19, 2022, we terminated the 2018 Credit Agreement and entered into the 2022 Credit Agreement, as defined and discussed below.
2019 Credit Facility
−Removed: On October 1, 2021, upon consummation of the Merger, we, through the surviving partnership, are subject to GAHR III’s credit agreement, as amended, or the 2019 Corporate Credit Agreement, with Bank of America;
+Added: Upon consummation of the Merger, we, through the surviving partnership, were subject to GAHR III’s credit agreement, as amended, or the 2019 Credit Agreement, with Bank of America;
Citizens Bank;
1 unchanged sentence
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 .
−Removed: The maximum principal amount of the 2019 Credit Facility may have been increased by up to $ 370,000,000 , for a total principal amount of $ 1,000,000,000 , subject to certain conditions.
−Removed: 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.
−Removed: As a result, the maximum total principal amount of the 2019 Credit Facility available for increase was reduced to $ 850,000,000 , subject to certain conditions.
−Removed: 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:
−Removed: (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.
−Removed: Accrued interest on the 2019 Credit Facility was payable monthly.
−Removed: The loans may have been repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
−Removed: As of December 31, 2021 and 2020, our aggregate borrowing capacity under the 2019 Credit Facility was $ 480,000,000 and $ 630,000,000 , respectively.
−Removed: As of December 31, 2021 and 2020, borrowings outstanding under the 2019 Credit Facility totaled $ 480,000,000 and $ 556,500,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 2.60 % and 2.70 % per annum, respectively.
−Removed: The 2019 Corporate Credit Agreement was due to mature on January 25, 2022.
−Removed: On January 19, 2022, we, through our operating partnership, entered into an agreement that amends and restates the 2019 Corporate Credit Agreement in its entirety, or the 2022 Credit Agreement.
−Removed: See Note 22, Subsequent Events — 2022 Credit Facility, for a further discussion.
−Removed: Trilogy PropCo and OpCo Line of Credit
−Removed: In connection with our acquisition of Trilogy on December 1, 2015, we, through Trilogy PropCo Finance, LLC, a Delaware limited liability company and an indirect subsidiary of Trilogy, or Trilogy PropCo Parent, and certain of its subsidiaries, or the Trilogy PropCo Co-Borrowers, entered into a loan agreement, or the Trilogy PropCo Credit Agreement, with KeyBank, as administrative agent;
−Removed: Regions Bank, as syndication agent;
−Removed: and a syndicate of other banks, as lenders, to obtain a line of credit with an aggregate maximum principal amount of $ 300,000,000 , or the Trilogy PropCo Line of Credit.
−Removed: On October 27, 2017, we amended the Trilogy PropCo Credit Agreement, which included a reduction of the total commitment under the Trilogy PropCo Line of Credit from $ 300,000,000 to $ 250,000,000 .
−Removed: On March 21, 2016, we, through Trilogy Healthcare Holdings, Inc., a direct subsidiary of Trilogy, and certain of its subsidiaries, or the Trilogy OpCo Borrowers, entered into a credit agreement, or the Trilogy OpCo Credit Agreement, with Wells Fargo Bank, National Association, as administrative agent and lender;
−Removed: and a syndicate of other banks, as lenders, to obtain a $ 42,000,000 secured revolving credit facility, or the Trilogy OpCo Line of Credit, as amended on April 2016.
−Removed: In April 2018, we further amended the Trilogy OpCo Credit Agreement to reduce the aggregate maximum principal amount to $ 25,000,000 .
−Removed: On September 5, 2019, we paid off and terminated the Trilogy OpCo Line of Credit and further amended and restated the Trilogy PropCo Credit Agreement to replace both agreements with the 2019 Trilogy Credit Facility, as described below.
−Removed: As a result of the termination of the Trilogy OpCo Credit Agreement, we incurred a loss on extinguishment of $ 786,000 for the year
+Added: Further, upon consummation of the Merger, the previously available $ 150,000,000 senior unsecured revolving credit facility was cancelled and a ratable amendment to certain financial covenants was made to account for the Combined Company.
+Added: Unless defined herein, all capitalized terms under this “2019 Credit Facility” subsection are as defined in the 2019 Credit Agreement.
+Added: At our option, the 2019 Credit Facility bore interest at per annum rates equal to (a) (i) the Eurodollar Rate, plus (ii) a margin ranging from 1.85 % to 2.80 % based on our Consolidated Leverage Ratio, or (b) (i) the greater of:
+Added: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate, plus 0.50 %, (3) the one-month Eurodollar Rate plus 1.00 %, and (4) 0.00 %, plus (ii) a margin ranging from 0.85 % to 1.80 % based on our Consolidated Leverage Ratio.
+Added: 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.
+Added: The 2019 Credit Agreement was due to mature on January 25, 2022.
+Added: On January 19, 2022, we, through our operating partnership, entered into an agreement that amended and restated the 2019 Credit Agreement in its entirety, or the 2022 Credit Agreement.
+Added: See below for a further discussion.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: ended December 31, 2019, which is recorded to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss) and was primarily related to the write-off of unamortized deferred financing fees.
−Removed: The source of funds for the payoff was from the 2019 Trilogy Credit Facility.
−Removed: We currently do not have any obligations under the Trilogy OpCo Credit Agreement, as amended.
+Added: 2022 Credit Facility
+Added: On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into the 2022 Credit Agreement that amended, restated, superseded and replaced the 2019 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.
+Added: The 2022 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 .
+Added: The proceeds of loans made under the 2022 Credit Facility may be used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2022 Credit Agreement.
+Added: We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility.
+Added: Unless defined herein, all capitalized terms under this “2022 Credit Facility” subsection are as defined in the 2022 Credit Agreement.
+Added: Under the terms of the 2022 Credit Agreement, the revolving loans mature on January 19, 2026, and may be extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee.
+Added: The term loan matures on January 19, 2027, and may not be extended.
+Added: The maximum principal amount of the 2022 Credit Facility may be increased by an aggregate incremental amount of $ 700,000,000 , subject to:
+Added: (i) the terms of the 2022 Credit Agreement;
+Added: and (ii) at least five business days’ prior written notice to Bank of America.
+Added: The 2022 Credit Facility bears interest at varying rates based upon, at our option, (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans.
+Added: If, under the terms of the 2022 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR then the 2022 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.
+Added: The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
+Added: The 2022 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2022 Credit Agreement.
+Added: In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2022 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon.
+Added: As of December 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.
+Added: As of December 31, 2022, borrowings outstanding under the 2022 Credit Facility totaled $ 965,900,000 ($ 965,060,000 , 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 6.07 % per annum.
+Added: In January 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.
+Added: Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss), and primarily consisted of lender fees we paid to obtain the 2022 Credit Facility.
2019 Trilogy Credit Facility
−Removed: On October 1, 2021, upon consummation of the Merger, through Trilogy RER, LLC, we are subject to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;
+Added: Upon consummation of the Merger, through Trilogy RER, LLC, we became 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.;
4 unchanged sentences
The Huntington National Bank;
−Removed: and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility with an aggregate maximum principal amount of $ 360,000,000 , consisting of:
+Added: and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility that had 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.
−Removed: 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.
−Removed: 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.
−Removed: At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) LIBOR, plus 2.75 % for LIBOR Rate Loans, as defined in the 2019 Trilogy Credit Agreement, and (b) for Base Rate Loans, as defined in the 2019 Trilogy Credit Agreement, 1.75 % plus the greater of:
−Removed: (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.
−Removed: As of both December 31, 2021 and 2020, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 360,000,000 .
+Added: The maximum principal amount of the 2019 Trilogy Credit Facility may have been increased by up to $ 140,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.
+Added: On December 20, 2022, we entered into an amendment to the 2019 Trilogy Credit Agreement, or the 2019 Trilogy Credit Amendment.
+Added: The material terms of the 2019 Trilogy Credit Amendment provided for an increase to the secured revolver amount from $ 325,000,000 to $ 365,000,000 , thereby increasing our aggregate maximum principal amount from $ 360,000,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: to $ 400,000,000 .
+Added: As a result, the maximum principal amount of the 2019 Trilogy Credit Facility may be increased by up to $ 100,000,000 .
+Added: In addition, all references to the London Inter-bank Offered Rate, or LIBOR, were replaced with the Secured Overnight Financing Rate, or SOFR.
+Added: Unless defined herein, all capitalized terms under this “2019 Trilogy Credit Facility” subsection are defined in the 2019 Trilogy Credit Amendment.
+Added: The 2019 Trilogy Credit Facility matures on September 5, 2023 and may be extended for one 12 -month period during the term of the 2019 Trilogy Credit Amendment, subject to the satisfaction of certain conditions, including payment of an extension fee.
+Added: At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) SOFR, plus 2.75 % for SOFR Rate Loans, as defined in the 2019 Trilogy Credit Amendment, and (b) for Base Rate Loans, as defined in the 2019 Trilogy Credit Amendment, 1.75 % plus the highest of:
+Added: (i) the fluctuating rate per annum of interest in effect for such day as established 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 Amendment, and (iii) 1.00 % above one-month Adjusted Term SOFR.
+Added: As of December 31, 2022 and 2021, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $ 400,000,000 and $ 360,000,000 , respectively.
As of December 31, 2022 and 2021, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $ 316,734,000 and $ 304,734,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 7.17 % and 2.85 % per annum, respectively.
Derivative Financial Instruments
−Removed: We use derivative financial instruments to manage interest rate risk associated with variable-rate debt.
−Removed: We record such derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability measured at fair value.
−Removed: The following table lists the derivative financial instruments held by us as of December 31, 2021 and 2020, which are included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets:
−Removed: Instrument Notional Amount Index Interest Rate Maturity Date 2021 2020
−Removed: Cap $ 20,000,000 one month LIBOR 3.00 % 09/23/21 $ — $ —
+Added: We have used derivative financial instruments to manage interest rate risk associated with variable-rate debt.
+Added: We recorded such derivative financial instruments in our accompanying consolidated balance sheets as either an asset or a liability measured at fair value.
+Added: We did not have any derivative financial instruments as of December 31, 2022.
+Added: 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 consolidated balance sheets:
+Added: Instrument Notional Amount Index Interest Rate Maturity Date Fair Value
+Added: December 31, 2021
Swap $ 250,000,000 one month LIBOR 2.10 % 01/25/22 $ 332,000
1 unchanged sentence
Swap $ 100,000,000 one month LIBOR 0.20 % 01/25/22 6,000
−Removed: $ ( 500,000 ) $ ( 7,877,000 )
−Removed: As of December 31, 2021 and 2020, no ne of our derivative financial instruments were designated as hedges as defined by guidance under ASC Topic 815.
+Added: 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.
+Added: On January 25, 2022, our interest rate swap contracts matured.
For the years ended December 31, 2022, 2021 and 2020, we recorded a gain (loss) in the fair value of derivative financial instruments of $ 500,000 , $ 8,200,000 and $( 3,906,000 ), respectively, which is included as a decrease/(increase) to interest expense in our accompanying consolidated statements of operations and comprehensive income (loss).
Included in the gain in the fair value of derivative instruments recognized for the year ended December 31, 2021 is $ 823,000 related to the fair value of an interest rate swap entered into by GAHR IV, which matured on November 19, 2021.
−Removed: See Note 16, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: See Note 16, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments, and Note 22, Subsequent Events — Interest Rate Swap, regarding a derivative instrument contract we entered into in January 2023.
Identified Intangible Liabilities, Net
1 unchanged sentence
Amortization expense on below-market leases for the years ended December 31, 2022, 2021 and 2020 was $ 1,848,000 , $ 396,000 and $ 296,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted average remaining life of below-market leases was 8.4 years and 9.1 years as of December 31, 2022 and 2021, respectively.
15 unchanged sentences
Redeemable Noncontrolling Interests
−Removed: Prior to the Merger on October 1, 2021 and as of December 31, 2020 , our former advisor owned all 222 limited partnership units outstanding in our operating partnership.
−Removed: As of December 31, 2020 , we owned greater than a 99.99 % general partnership interest in our operating partnership, and our former advisor owned less than a 0.01 % limited partnership interest in our operating partnership.
+Added: As a result of the Merger and the AHI Acquisition, as of December 31, 2022 and 2021, we, through our direct and indirect subsidiaries, owned 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.
+Added: Some of the limited partnership units outstanding, which account for approximately 1.0 % of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying consolidated balance sheets.
+Added: The issuance of our surviving operating partnership units in connection with the AHI acquisition was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
+Added: The transaction resulted in an increase in redeemable noncontrolling interests of $ 19,392,000 offset to additional paid-in capital for the year ended December 31, 2021.
+Added: The adjustment to accumulated other comprehensive income was nominal.
+Added: Prior to the Merger, our former advisor owned all 51 limited partnership units outstanding in our operating partnership, and, therefore, we owned greater than a 99.99 % general partnership interest in our operating partnership, and our former advisor owned less than a 0.01 % limited partnership interest in our operating partnership.
Our former advisor was entitled to special redemption rights of its limited partnership units.
1 unchanged sentence
In connection with the AHI Acquisition, on October 1, 2021, we redeemed all 51 limited partnership units in our operating partnership owned by our former advisor for approximately $ 2,000 .
−Removed: As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition on October 1, 2021 and as of December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 94.9 % general partnership interest in our operating partnership and the remaining approximate 5.1 % limited partnership interest in our
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: operating partnership is owned by the NewCo Sellers.
−Removed: Some of the limited partnership units outstanding, which account for approximately 1.0 % of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying consolidated balance sheets.
−Removed: The issuance of our surviving operating partnership units was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
−Removed: The transaction resulted in an increase in redeemable noncontrolling interests of $ 19,392,000 offset to additional paid-in capital.
−Removed: The adjustment to accumulated other comprehensive income was nominal.
−Removed: As of December 31, 2021 and 2020, we, through Trilogy REIT Holdings, in which we indirectly hold a 76.0 % and 70.0 %, respectively, ownership interest, owned 95.9 % and 96.6 %, respectively, of the outstanding equity interests of Trilogy.
+Added: As of both December 31, 2022 and 2021, we, through Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned 96.2 % and 95.9 %, respectively, of the outstanding equity interests of Trilogy.
As of December 31, 2022 and 2021, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 3.8 % and 4.1 %, respectively, 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 consolidated balance sheets.
−Removed: On October 1, 2021, upon consummation of the Merger and through our operating partnership, we acquired approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
−Removed: Also on October 1, 2021, in connection with the Merger, we acquired approximately 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon, that owns Catalina West Haven ALF and Catalina Madera ALF.
−Removed: The noncontrolling interests held by Meridian and Avalon have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
+Added: In October 2022, we redeemed a portion of the equity interests owned by certain previous or current members of Trilogy’s management and advisory committee for cash of $ 3,707,000 .
+Added: As a result of the Merger and through our operating partnership, as of December 31, 2022 and 2021, we own approximately 98.0 % of the joint ventures with an affiliate of Meridian, that own Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
+Added: The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
+Added: See Note 3, Real Estate Investments, Net — Disposition of Real Estate, for dispositions within our Central Florida Senior Housing Portfolio.
+Added: Also as a result of the Merger, we acquired approximately 90.0 % of the joint venture with Avalon Health Care, Inc., or Avalon, that owned Catalina West Haven ALF and Catalina Madera ALF.
+Added: The noncontrolling interests held by Avalon had redemption features outside of our control and were accounted for as redeemable noncontrolling interests in our accompanying consolidated balance sheets.
+Added: As of December 31, 2021, we owned 90.0 % of the joint venture with Avalon.
+Added: On December 1, 2022, we exercised our right to purchase the remaining 10.0 % of the joint venture with Avalon for a contract purchase price of $ 295,000 .
+Added: As such, 10.0 % of the net earnings of such joint venture were allocated to redeemable noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss) following the Merger and through November 30, 2022.
We record the carrying amount of redeemable noncontrolling interests at the greater of:
7 unchanged sentences
Adjustment to redemption value 15,773,000 7,380,000
−Removed: Net (loss) income attributable to redeemable noncontrolling interests
−Removed: ( 1,144,000 ) 655,000
+Added: Net loss attributable to redeemable noncontrolling interests ( 405,000 ) ( 1,144,000 )
Ending balance $ 81,598,000 $ 72,725,000
−Removed: Any stock transactions described below that occurred prior to the Merger are presented at their historical amounts.
−Removed: Subsequent to the Merger, such stock transactions would be converted using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III common stock, as determined in the Merger.
Preferred Stock
1 unchanged sentence
As of both December 31, 2022 and 2021, no shares of preferred stock were issued and outstanding.
−Removed: Prior to the Merger on October 1, 2021 and as of December 31, 2020, our charter authorized us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share and our former advisor owned 22,222 shares of our common stock.
−Removed: In connection with the AHI Acquisition, on October 1, 2021, all 22,222 shares of our common stock owned by our former advisor were redeemed by our operating partnership fo r $ 190,000 .
−Removed: I n addition and in connection with the AHI Acquisition, on October 1, 2021, our operating partnership also redeemed all 20,833 shares of our Class T common stock owned by GAHR IV Advisor in GAHR IV for approximately $ 192,000 .
+Added: Pursuant to our charter, as amended, we are authorized 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.
+Added: Prior to the Merger, GAHR III issued 42,839,173 shares of its common stock in connection with the GAHR III initial offering and our former advisor owned 5,148 shares of our common stock.
+Added: In connection with the AHI Acquisition, on October 1, 2021, all 5,148 shares of our common stock owned by our former advisor were redeemed by our operating partnership for $ 190,000 .
+Added: In addition, on October 1, 2021 and in connection with the AHI Acquisition, our operating partnership also redeemed all 5,208 shares of our Class T common stock owned by GAHR IV Advisor in GAHR IV for
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2021, the Charter Amendment authorized us to issue 1,000,000,000 shares of our common stock, par value $ 0.01 per share, whereby 200,000,000 shares were classified as Class T common stock and 800,000,000 shares were classified as Class I common stock.
+Added: approximately $ 192,000 .
+Added: At the effective time of the REIT Merger and prior to the reverse stock split, 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 44,909,444 shares, after the effect of the reverse stock split, of Class I common stock to GAHR III’s stockholders.
On March 12, 2015, we terminated the primary portion of our initial public offering.
−Removed: We continued to offer shares of our common stock in the GAHR III initial offering pursuant to the Initial DRIP, until the termination of the DRIP portion of the GAHR III initial offering and deregistration of the GAHR III initial offering on April 22, 2015.
−Removed: On March 25, 2015, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $ 250,000,000 of additional shares of our common stock pursuant to the 2015 GAHR III DRIP Offering and we commenced offering shares following the deregistration of the GAHR III initial offering until its termination and deregistration of the 2015 GAHR III DRIP Offering on March 29, 2019.
−Removed: On January 30, 2019, we filed a Registration Statement on Form S-3 under the Securities Act to register a maximum of $ 200,000,000 of additional shares of our common stock to be issued pursuant to the 2019 GAHR III DRIP Offering, which we commenced offering on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
+Added: 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.
+Added: We continued to issue shares of our common stock pursuant to subsequent distribution reinvestment plan offerings effective on each of March 25, 2015, or the 2015 GAHR III DRIP Offering, and on January 30, 2019, or the 2019 GAHR III DRIP Offering, pursuant to Registration Statements on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, filed with the SEC.
+Added: The 2015 GAHR III DRIP Offering was terminated and deregistered on March 29, 2019.
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.
−Removed: Further, on October 4, 2021, our board authorized the reinstatement of the AHR DRIP Offering.
−Removed: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under the AHR DRIP Offering.
−Removed: See Note 1, Organization and Description of Business — Public Offering and “Distribution Reinvestment Plan” section below for a further discussion.
−Removed: Through September 30, 2021, GAHR III had issued 184,930,598 shares of its common stock in connection with the primary portion of its initial public offering and 35,059,456 shares of its common stock pursuant to our DRIP Offerings.
−Removed: GAHR III also repurchased 26,257,404 shares of its common stock under its share repurchase plan and granted an aggregate of 135,000 shares of its restricted common stock to our independent directors through September 30, 2021.
−Removed: Upon consummation of the Merger on October 1, 2021, we, as a Combined Company, issued 179,637,776 shares of Class I common stock to GAHR III’s stockholders, pursuant to the terms of the REIT Merger.
+Added: Further, on October 4, 2021, our board authorized the reinstatement of our distribution reinvestment plan, as amended, or the AHR DRIP, to offer up to $ 100,000,000 of shares of our common stock pursuant to a Registration Statement on Form S-3 under the Securities Act filed by GAHR IV, or the AHR DRIP Offering.
+Added: On November 14, 2022, our board suspended the AHR DRIP Offering beginning with the distributions declared, if any, for the quarter ending December 31, 2022.
+Added: As a result of the suspension of the AHR DRIP, unless and until our board reinstates the AHR DRIP Offering, stockholders who are current participants in the AHR DRIP will be paid future distributions in cash.
+Added: We collectively refer to the Initial DRIP portion of the GAHR III initial offering, the 2015 GAHR III DRIP Offering, the 2019 GAHR III DRIP Offering and the AHR DRIP Offering as our DRIP Offerings.
+Added: See Note 1, Organization and Description of Business — Public Offering, and the “Distribution Reinvestment Plan” section below for a further discussion.
+Added: We effected a one-for-four reverse split of our common stock on November 15, 2022 and a corresponding reverse split of the partnership units in our operating partnership.
+Added: As a result of the Reverse Splits, every four shares of our common stock or four partnership units in our operating partnership were automatically combined and converted into one issued and outstanding share of our common stock of like class, or one partnership unit of like class, as applicable, rounded to the nearest 1/100th share or unit.
+Added: The Reverse Splits impacted all classes of common stock and partnership units proportionately and had no impact on any stockholder’s or partner’s ownership percentage.
+Added: Neither the number of authorized shares nor the par value of the Class T common stock and Class I common stock were ultimately impacted.
+Added: All numbers of common shares and per share data, as well as partnership units in our operating partnership, in our accompanying consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits.
+Added: Distribution Reinvestment Plan
+Added: Prior to the Merger, GAHR III issued 451,385 shares of our common stock pursuant to the Initial DRIP.
+Added: Following the deregistration of the Initial DRIP on April 22, 2015 as discussed above, 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 and 7,670,138 shares of common stock being issued.
+Added: As of December 31, 2022, a total of $ 91,448,000 in distributions were reinvested that resulted in 2,431,695 shares of common stock being issued pursuant to the AHR DRIP Offering.
+Added: Since October 5, 2016, our board had approved and established an estimated per share net asset value, or NAV, annually.
+Added: Commencing with the distribution payment to stockholders paid in the month following such board approval, shares of our common stock issued pursuant to our distribution reinvestment plan are issued at the current estimated per share NAV until such time as our board determined an updated estimated per share NAV.
+Added: The following is a summary of the historical estimated
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: per share NAV for GAHR III and the Combined Company, as applicable:
+Added: Approval Date by our Board Estimated Per Share NAV
+Added: 10/03/19 $ 37.60
+Added: 03/18/21 $ 34.20
+Added: 03/24/22 $ 37.16
+Added: 03/15/23 $ 31.40
+Added: For the years ended December 31, 2022, 2021 and 2020, $ 36,812,000 , $ 7,666,000 and $ 21,861,000 , respectively, in distributions were reinvested and 992,964 , 207,866 and 538,763 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
+Added: Share Repurchase Plan
+Added: Our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria are met.
+Added: Share repurchases were made at the sole discretion of our board.
+Added: Subject to the availability of the funds for share repurchases and other certain conditions, we generally limited the number of shares of our common stock repurchased during any calendar year to 5.0 % of the weighted average number of shares of our common stock outstanding during the prior calendar year;
+Added: provided however, that shares subject to a repurchase requested upon the death or “qualifying disability,” as defined in our share repurchase plan, of a stockholder were not subject to this cap.
+Added: Funds for the repurchase of shares of our common stock came from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings.
+Added: Pursuant to our share repurchase plan, the repurchase price is equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the most recent estimated value of one share of our common stock, as determined by our board, except that the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders was equal to the most recently published estimated per share NAV.
+Added: 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.
+Added: All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were rejected.
+Added: On November 14, 2022, our board suspended our share repurchase plan beginning with share repurchase requests for the quarter ending December 31, 2022.
+Added: All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests.
+Added: For the years ended December 31, 2022, 2021 and 2020, we repurchased 559,195 , 10,356 and 558,476 shares of our common stock, respectively, for an aggregate of $ 20,699,000 , $ 382,000 and $ 23,107,000 , respectively, at an average repurchase price of $ 37.02 , $ 36.88 and $ 38.32 per share, respectively, pursuant to our share repurchase plan.
+Added: 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
1 unchanged sentence
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.
−Removed: Both we and GAHR IV were co-sponsored by AHI and Griffin Capital.
We serve as the managing member of Trilogy REIT Holdings.
−Removed: 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 %.
−Removed: As of December 31, 2021, NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings.
−Removed: As of December 31, 2020, NHI and GAHR IV indirectly owned a 24.0 % and 6.0 % membership interest in Trilogy REIT Holdings, respectively.
−Removed: Through September 30, 2021, 30.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests, and for the period October 1, 2021 through December 31, 2021, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to a noncontrolling interest.
−Removed: The acquisition of additional interest in Trilogy REIT Holdings as a result of the REIT Merger was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
−Removed: The transaction resulted in a decrease to noncontrolling interest of $ 44,730,000 with an offset to additional paid-in capital.
+Added: As part of the Merger, the wholly owned subsidiary of GAHR IV Operating Partnership sold its 6.0 % interest in Trilogy REIT Holdings to GAHR III, thereby increasing our indirect ownership in Trilogy REIT Holdings to 76.0 %.
+Added: 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.
−Removed: The Profit Interests consist of time-based or performance-based commitments.
+Added: 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.
−Removed: We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: The performance-based Profit Interests are subject to a performance commitment and vest upon liquidity events as defined in the Profit Interests agreements.
−Removed: The performance-based Profit Interests were measured at
+Added: We amortized the time-based Profit Interests on a straight-line basis over the
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: their fair value on the adoption date of ASU 2018-07 using a modified retrospective approach.
−Removed: The nonvested awards are presented as noncontrolling interests in total equity in our accompanying consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they have redemption features outside of our control similar to the common stock units held by Trilogy’s management.
+Added: vesting periods, which are recorded to general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: The performance-based Profit Interests were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements.
+Added: The performance-based Profit Interests were measured at their fair value on the adoption date of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , using a modified retrospective approach.
+Added: The nonvested awards are presented as noncontrolling interests in total equity in our accompanying consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they 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.
6 unchanged sentences
We classify the value of the subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying consolidated balance sheets and the dividends of the preferred shares of beneficial interests in net income or loss attributable to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: As of both December 31, 2021 and 2020, we owned an 86.0 % interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza, which we acquired on January 21, 2016.
−Removed: As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests for the years ended December 31, 2021, 2020 and 2019.
−Removed: On April 7, 2020, we sold a 9.4 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital to an unaffiliated third party for a contract purchase price of $ 11,000,000 and therefore as of both December 31, 2021 and 2020, we owned a 90.6 % membership interest in such consolidated limited liability company.
+Added: As of both December 31, 2022 and 2021, we owned an 86.0 % interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza.
+Added: As such, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020.
+Added: As of both December 31, 2022 and 2021, we owned a 90.6 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital.
+Added: On April 7, 2020, we sold a 9.4 % membership interest in a consolidated limited liability company that owns Southlake TX Hospital to an unaffiliated third party for a contract purchase price of $ 11,000,000 .
For the year ended December 31, 2020, our former advisor agreed to waive the $ 220,000 disposition fee that may have otherwise been due to our former advisor pursuant to the Advisory Agreement.
−Removed: For the year ended December 31, 2021 and for the period from April 7, 2020 through December 31, 2020, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: 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.
−Removed: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations from October 1, 2021 through December 31, 2021.
−Removed: As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition on October 1, 2021 and as of December 31, 2021, we, through our direct and indirect subsidiaries, own an approximately 94.9 % general partnership interest in our operating partnership and the remaining approximate 5.1 % limited partnership interest in our operating partnership is owned by the NewCo Sellers.
−Removed: Approximately 4.1 % of our total operating partnership units outstanding is presented in total equity in our accompanying consolidated balance sheet as of December 31, 2021.
−Removed: The issuance of our surviving operating partnership units was accounted for separately from the business combination as an equity transaction under ASC Topic 810.
−Removed: The transaction resulted in an increase to noncontrolling interest of $ 75,727,000 with an offset to additional paid-in capital.
+Added: As such, 9.4 % of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss) since April 7, 2020.
+Added: Upon consummation of the Merger, through our operating partnership, we acquired an approximate 90.0 % interest in a joint venture that owns the Louisiana Senior Housing Portfolio.
+Added: As such, 10.0 % of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying consolidated statements of operations and comprehensive income (loss) since October 1, 2021.
+Added: As discussed in Note 1, Organization and Description of Business, as a result of the Merger and the AHI Acquisition, as of December 31, 2022 and 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 interests, respectively, in our operating partnership are owned by the NewCo Sellers.
+Added: As of December 31, 2022 and 2021, approximately 4.0 % and 4.1 % of our total operating partnership units outstanding, respectively, is presented in total equity in our accompanying consolidated balance sheets.
See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
−Removed: Distribution Reinvestment Plan
−Removed: We had registered and reserved $ 35,000,000 in shares of our common stock for sale pursuant to the Initial DRIP in the GAHR III initial offering, which we deregistered on April 22, 2015.
−Removed: We continued to offer shares of our common stock pursuant to the 2015 GAHR III DRIP Offering, which commenced following the deregistration of the GAHR III initial offering, until the deregistration of the 2015 GAHR III DRIP Offering on March 29, 2019.
−Removed: We continued to offer up to $ 200,000,000 of additional shares of our common stock pursuant to the 2019 GAHR III DRIP Offering, which commenced on April 1, 2019, following the deregistration of the 2015 GAHR III DRIP Offering.
−Removed: Effective October 5, 2016, we amended and restated the Initial DRIP to amend the price at which shares of our common stock were issued pursuant to such distribution reinvestment plan.
−Removed: Pursuant to the Amended and Restated DRIP, shares are issued at a price equal to the most recently estimated net asset value, or NAV, of one share of our common stock, as approved and established by our board.
−Removed: The Amended and Restated DRIP became effective with the distribution payments to
+Added: Equity Compensation Plans
+Added: GAHR III 2013 Incentive Plan
+Added: Prior to the REIT Merger, GAHR III adopted the Griffin-American Healthcare REIT III, Inc.
+Added: Incentive Plan, or the 2013 Incentive Plan, pursuant to which its board, or a committee of its independent directors, could grant options, shares of our common stock, stock purchase rights, stock appreciation rights or other awards to its independent directors, employees and consultants.
+Added: The maximum number of shares of common stock that could have been issued pursuant to the 2013 Incentive Plan was 463,300 shares.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: stockholders paid in the month of November 2016.
−Removed: In all other material respects, the terms of the 2015 GAHR III DRIP Offering remained unchanged by the Amended and Restated DRIP.
−Removed: On May 29, 2020, in consideration of the impact the COVID-19 pandemic had on the United States, globally and on our business operations, our board authorized the temporary suspension of all stockholder distributions upon the completion of the payment of distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
−Removed: As a result, our board also approved the suspension of the 2019 GAHR III DRIP Offering.
−Removed: Such suspension was effective upon the completion of all shares issued with respect to distributions payable to stockholders of record on or prior to the close of business on May 31, 2020.
−Removed: As a result of the Merger, we deregistered the 2019 GAHR III DRIP Offering on October 4, 2021.
−Removed: Further, on October 4, 2021, our board reinstated distributions and authorized the reinstatement of the AHR DRIP Offering.
−Removed: We continue to offer up to $ 100,000,000 of shares of our common stock to be issued pursuant to the DRIP under the AHR DRIP Offering.
−Removed: As a result, beginning with the October 2021 distribution, which was paid in November 2021, stockholders who previously enrolled as participants in the DRIP received or will receive distributions in shares of our common stock pursuant to the terms of the DRIP, instead of cash distributions.
−Removed: Since October 5, 2016, our board had approved and established an estimated per share NAV annually.
−Removed: 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.
−Removed: The following is a summary of the historical estimated per share NAV for GAHR III and the Combined Company, as applicable:
−Removed: Approval Date by our Board Estimated Per Share NAV
−Removed: 10/03/18 $ 9.37
−Removed: 10/03/19 $ 9.40
+Added: Under the 2013 Incentive Plan, GAHR III granted an aggregate of 33,750 shares of its restricted common stock, or I RSAs as defined below, which is equal to 31,273 shares of restricted Class I common stock, using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III restricted common stock, as determined in the Merger.
+Added: Such restricted shares vest as to 20.0 % of the shares on the date of grant and on each anniversary thereafter over four year s from the date of grant, and are subject to continuous service through the vesting dates.
+Added: For the year ended December 31, 2020, under the 2013 Incentive Plan, GAHR III granted an aggregate of 1,737 I RSAs at a weighted average grant date fair value of $ 40.58 per share to its independent directors in connection with their re-election to its board.
+Added: As of the Merger date, 4,170 shares such I RSAs remained unvested with a weighted average grant date fair value of $ 40.38 .
+Added: For the year ended December 31, 2020, GAHR III recognized stock compensation expense related to its independent director grants of $ 155,000 .
+Added: AHR 2015 Incentive Plan
+Added: Upon consummation of the Merger, we adopted the Amended and Restated 2015 Incentive Plan, or the AHR 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.
+Added: The maximum number of shares of our common stock that may be issued pursuant to the AHR Incentive Plan is 1,000,000 shares.
+Added: Restricted common stock
+Added: Pursuant to the AHR Incentive Plan, through December 31, 2022, we granted an aggregate of 289,303 shares of our restricted common stock, or RSAs.
+Added: Shares of our restricted common stock include restricted Class T common stock, or T RSAs, and restricted Class I common stock, or I RSAs.
+Added: RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered.
+Added: In addition, certain executive officers and key employees received grants of T RSAs, as defined in the AHR Incentive Plan.
+Added: RSAs generally have a vesting period ranging from one to four years and are subject to continuous service through the vesting dates.
+Added: Restricted stock units
+Added: Pursuant to the AHR Incentive Plan, through December 31, 2022, we granted to our executive officers an aggregate 29,352 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our Class T common stock upon vesting.
+Added: We also granted to certain employees 19,200 time-based restricted stock units, or TBUs, representing the right to receive shares of our Class T common stock upon vesting.
+Added: PBUs and TBUs are collectively referred to as RSUs.
+Added: RSUs granted to executive officers and employees, generally have a vesting period of up to three years and are subject to continuous service through the vesting dates, and any performance conditions, as applicable.
+Added: A summary of the status of our nonvested RSAs and RSUs as of December 31, 2022 and 2021 and the changes for the year ended December 31, 2022 is presented below:
+Added: Fair Value Number of
+Added: RSUs Weighted
+Added: Balance — December 31, 2021
222,886 $ 36.99 — $ —
+Added: Granted 18,689 37.16 60,077 37.16
+Added: Vested ( 58,335 ) 37.14 — —
+Added: Forfeited — — ( 11,524 ) 37.16
+Added: Balance — December 31, 2022
183,240 $ 36.97 48,553 $ 37.16
−Removed: For the years ended December 31, 2021, 2020 and 2019, $ 7,666,000 , $ 21,861,000 and $ 55,440,000 , respectively, in distributions were reinvested and 831,463 , 2,325,762 and 5,913,684 shares of our common stock, respectively, were issued pursuant to our DRIP Offerings.
−Removed: Share Repurchase Plan
−Removed: In response to the effects of the COVID-19 pandemic and to protect our capital and maximize our liquidity in an effort to strengthen our long-term financial prospects, on March 31, 2020, our board partially suspended our share repurchase plan with respect to all repurchase requests other than repurchases resulting from the death or qualifying disability of stockholders, beginning with share repurchase requests submitted for repurchase during the second quarter of 2020.
−Removed: Repurchase requests that resulted from the death or qualifying disability of stockholders were not suspended, but remained subject to all terms and conditions of our share repurchase plan, including our board’s discretion to determine whether we had sufficient funds available to repurchase any shares.
−Removed: Subsequently, on May 29, 2020, our board suspended our share repurchase plan with respect to all share repurchase requests received after May 31, 2020, including repurchases resulting from the death or qualifying disability of stockholders.
−Removed: On July 1, 2020, we repurchased the shares submitted pursuant to the final share repurchase requests honored prior to the suspension of our share repurchase plan.
−Removed: Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met.
−Removed: Share repurchases are made at the sole discretion of our board.
−Removed: 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;
−Removed: 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.
−Removed: 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.
−Removed: Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests may be honored among all requests for repurchase in any given repurchase period as follows:
−Removed: first, repurchases in full as to repurchases that would result in a stockholder owning less than $ 2,500 of shares;
−Removed: and, next, pro rata as to other repurchase requests.
−Removed: 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
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: stock, as determined by our board.
−Removed: Prior to October 4, 2021, for requests submitted pursuant to a death or a qualifying disability of a stockholder, the repurchase price was 100 % of the amount per share the stockholder paid for their shares of common stock.
−Removed: However, on October 4, 2021, our board authorized our amended and restated share repurchase plan that included the change in the repurchase price with respect to repurchases resulting from the death or qualifying disability (as such term is defined in the share repurchase plan) of stockholders from 100 % of the price paid by the stockholder to acquire shares of our Class T common stock or Class I common stock, as applicable, to the most recently published estimated per share NAV.
−Removed: 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.
−Removed: All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were and shall be rejected.
−Removed: For the year ended December 31, 2021, we repurchased shares of our common stock owned by our former advisor and GAHR IV Advisor as discussed above in the “Common Stock” section.
−Removed: For the years ended December 31, 2020 and 2019, we repurchased 2,410,864 and 9,526,087 shares of our common stock, respectively, for an aggregate of $ 23,107,000 and $ 89,888,000 , respectively, at an average repurchase price of $ 9.58 and $ 9.44 per share, respectively.
−Removed: In January 2022, we repurchased 448,375 shares of our common stock, for an aggregate of $ 4,134,000 , at an average repurchase price of $ 9.22 per share.
−Removed: All shares were repurchased using the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP Offerings.
−Removed: 2015 Incentive Plan
−Removed: Prior to the REIT Merger, GAHR III adopted the 2013 Incentive Plan pursuant to which its board, or a committee of its independent directors, could grant options, shares of our common stock, stock purchase rights, stock appreciation rights or other awards to its independent directors, employees and consultants, or the 2013 Incentive Plan.
−Removed: The maximum number of shares of common stock that could have been issued pursuant to the 2013 Incentive Plan was 2,000,000 shares.
−Removed: 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.
−Removed: The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares.
−Removed: As a result of the REIT Merger, under our incentive plan, certain executive officers and key employees received initial grants of 477,901 time-based shares of our restricted Class T common stock and 159,301 performance-based restricted units representing the right to receive shares of our Class T common stock upon vesting.
−Removed: The time-based restricted stock vests in three equal annual installments on October 1, 2022, October 1, 2023 and October 1, 2024 (subject to continuous service through each vesting date).
−Removed: The performance-based restricted units will cliff vest in the first quarter of 2025 (subject to continuous service through that vesting date) with the amount vesting depending on meeting certain key performance criteria as further described in our incentive plan.
−Removed: Also in connection with the Merger, on October 4, 2021, certain of our key employees were granted 319,149 shares of our restricted Class T common stock under our incentive plan, which will cliff vest on October 4, 2024 (subject to continuous service through that vesting date).
−Removed: As of December 31, 2021, we granted an aggregate of 1,082,455 of shares of our restricted common stock under our incentive plan.
−Removed: Such amount includes:
−Removed: (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;
−Removed: (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;
−Removed: 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.
−Removed: In addition, as of December 31, 2021, under the 2013 Incentive Plan, GAHR III granted an aggregate of 135,000 shares of its restricted common stock, which is equal to 125,091 shares of restricted Class I common stock, using the conversion ratio of 0.9266 shares of GAHR IV Class I common stock for each share of GAHR III restricted common stock, as determined in the Merger.
−Removed: For the year ended December 31, 2021, we recognized stock compensation expense related to the restricted stock grants to our independent directors, executive officers and key employees of $ 857,000 .
−Removed: Such stock compensation expense is included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: For the years ended December 31, 2020 and 2019, under the 2013 Incentive Plan, GAHR III granted an aggregate of 7,500 and 22,500 shares of its restricted common stock, respectively, at a weighted average grant date fair value of $ 9.40 and $ 9.37 per share, respectively, to its independent directors in connection with their re-election to its board or in consideration for
+Added: For the years ended December 31, 2022 and 2021, pursuant to the AHR Incentive Plan, we granted 18,689 and 213,091 shares of our restricted common stock, respectively, at a weighted average grant date fair value of $ 37.16 and $ 36.88 per share, respectively, to our executives and to our independent directors in connection with their election or re-election to our board.
+Added: For the years ended December 31, 2022 and 2021, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 3,935,000 and $ 816,000 , respectively, based on the grant date fair value, which is equal to the most recently published estimated per share NAV.
+Added: As of December 31, 2022 and 2021, there was $ 6,888,000 and $ 7,233,000 , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to nonvested RSAs and RSUs.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: their past services rendered.
−Removed: Such shares vested as to 20.0 % of the shares on the date of grant and on each of the first four anniversaries of the grant date.
−Removed: For the years ended December 31, 2020 and 2019, GAHR III recognized stock compensation expense related to the independent director grants of $ 155,000 and $ 215,000 , respectively.
−Removed: Such stock compensation expense is included in general and administrative in the Combined Company’s accompanying consolidated statements of operations and comprehensive income (loss).
+Added: As of December 31, 2022, this expense is expected to be recognized over a remaining weighted average period of 1.9 years.
+Added: In addition, in October 2022, we repurchased 11,679 shares of our common stock, for an aggregate of $ 434,000 , at a repurchase price of $ 37.16 per share in order to satisfy minimum statutory withholding tax obligations associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.
Stockholder Servicing Fee
−Removed: On October 1, 2021, in connection with the Merger, we assumed GAHR IV's obligations related to stockholder servicing fees.
+Added: Upon consummation of the Merger, we assumed GAHR IV's obligations related to stockholder servicing fees.
Such fees are paid quarterly with respect to our Class T shares sold in GAHR IV's initial public offering as additional compensation to participating broker-dealers.
4 unchanged sentences
Following the termination of GAHR IV’s public offering on February 15, 2019, we no longer incur additional stockholder servicing fees.
−Removed: As of December 31, 2021, we accrued $ 1,583,000 in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities in our accompanying consolidated balance sheet.
+Added: As of December 31, 2022 and 2021, we accrued $ 339,000 and $ 1,583,000 , respectively, in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities in our accompanying consolidated balance sheet.
Related Party Transactions
Fees and Expenses Paid to Affiliates
−Removed: Prior to the closing of the AHI Acquisition on October 1, 2021, our former advisor used its best efforts, subject to the oversight and review of our board, to, among other things, provide asset management, property management, acquisition, disposition and other advisory services on our behalf consistent with our investment policies and objectives.
+Added: Prior to the closing of the AHI Acquisition, 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.
−Removed: Set forth below is a description of the transactions with our former advisor or its affiliates that occurred prior to the closing of the Merger and the AHI Acquisition.
−Removed: 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.
−Removed: 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.
−Removed: In the aggregate, for the years ended December 31, 2021, 2020 and 2019, we incurred $ 21,113,000 , $ 25,875,000 and $ 25,064,000 , respectively, in fees and expenses to our former advisor or its affiliates as detailed below.
−Removed: Acquisition and Development Stage
−Removed: Acquisition Fee
−Removed: We paid our former advisor or its affiliates an acquisition fee of up to 2.25 % of the contract purchase price, including any contingent or earn-out payments that were paid, for each property we acquired or 2.00 % of the origination or acquisition price, including any contingent or earn-out payments that were paid, for any real estate-related investment we originated or acquired.
−Removed: Our former advisor or its affiliates were entitled to receive these acquisition fees for properties and real estate-related investments we acquired with funds raised in the GAHR III initial offering, or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions.
−Removed: On June 23, 2021, in anticipation of the Merger, we entered into an amendment to the Advisory Agreement, whereby it was agreed that any acquisition fee due to our former advisor would be waived in connection with the REIT Merger.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 1,363,000 , $ 480,000 and $ 1,124,000 , respectively, in acquisition fees to our former advisor.
−Removed: Acquisition fees in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: Development Fee
−Removed: In the event our former advisor or its affiliates provided development-related services, our former advisor or its affiliates received a development fee in an amount that was usual and customary for comparable services rendered for similar projects in the geographic market where the services were provided;
−Removed: however, we did not pay a development fee to our former advisor or its affiliates if our former advisor or its affiliates elected to receive an acquisition fee based on the cost of such development.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 856,000 , $ 1,073,000 and $ 346,000 , respectively, in development fees to our former advisor or its affiliates, which were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
−Removed: Operational Stage
−Removed: Asset Management Fee
−Removed: We paid our former advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.75 % of average invested assets, subject to our stockholders receiving distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of invested capital.
−Removed: For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation;
−Removed: and invested capital means, for a specified period, the aggregate issue price of shares of our common stock purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares of our common stock pursuant to our share repurchase plan.
−Removed: In an effort to increase our liquidity during the ongoing uncertainty surrounding the COVID-19 pandemic, on May 29, 2020, our former advisor deferred 50.0 % of the asset management fees that it would otherwise have been entitled to receive pursuant to the Advisory Agreement for services performed by our former advisor or its affiliates during the period from June 1, 2020 to November 30, 2020.
−Removed: Such deferred asset management fees of $ 5,207,000 as of December 31, 2020 were included in accounts payable due to affiliates in our accompanying consolidated balance sheets, and were paid in full on January 4, 2021.
−Removed: In addition, on June 23, 2021, in anticipation of the Merger, we entered into a Mutual Consent, pursuant to which, for the period from the date of the Mutual Consent until the earlier to occur of (i) the closing of the Merger, or (ii) the termination of the Merger Agreement, the parties waived the requirement that the asset management fee accrues until our stockholders have received distributions in an amount equal to 5.0 % per annum, cumulative, non-compounded, of their invested capital.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 16,187,000 , $ 20,693,000 and $ 20,073,000 , respectively, in asset management fees to our former advisor or its affiliates.
+Added: 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 no longer being paid to a third party.
+Added: Following the consummation of the Merger in October 2021, we became self-managed and as a result we no longer incur any fees or expense reimbursements to our former advisor and its affiliates arising from the Advisory Agreement.
+Added: We did not incur any fees and expenses to our third-party affiliates for the year ended December 31, 2022.
+Added: Fees and expenses incurred to our former advisor or its affiliates for the years ended December 31, 2021 and 2020 were as follows:
+Added: Years Ended December 31,
+Added: Asset management fees(1) $ 16,187,000 $ 20,693,000
+Added: Property management fees(2) 1,993,000 2,632,000
+Added: Acquisition fees(3) 1,363,000 480,000
+Added: Development fees(4) 856,000 1,073,000
+Added: Lease fees(5) 410,000 579,000
+Added: Operating expenses(6) 160,000 235,000
+Added: Construction management fees(7) 144,000 183,000
+Added: $ 21,113,000 $ 25,875,000
(1) Asset management fees were included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: Property Management Fee
−Removed: Our former advisor or its affiliates directly served as property manager to certain of our properties or sub-contracted their property management duties to any third party and provided oversight of such third-party property manager.
−Removed: We paid our former advisor or its affiliates a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows:
−Removed: (i) a property management oversight fee of 1.0 % of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property;
−Removed: (ii) a property management oversight fee of 1.5 % of the gross monthly cash receipts of any property that was not a stand-alone, single-tenant, net leased property and for which our former advisor or its affiliates provided oversight of a third party that performed the duties of a property manager with respect to such property;
−Removed: or (iii) a fair and reasonable property management fee that was approved by a majority of our directors, including a majority of our independent directors, that was not less favorable to us than terms available from unaffiliated third parties for any property that was not a stand-alone, single-tenant, net leased property and for which our former advisor or its affiliates directly served as the property manager without sub-contracting such duties to a third party.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 1,993,000 , $ 2,632,000 and $ 2,611,000 , respectively, in property management fees to our former advisor or its affiliates.
−Removed: Property management fees were included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive income (loss), as applicable.
+Added: (2) Property management fees were included in rental expenses or general and administrative expenses in our accompanying consolidated statements of operations and comprehensive income (loss), depending on the property type from which the fee was incurred.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: We paid our former advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area.
−Removed: Such fee generally ranged from 3.0 % to 6.0 % of the gross revenues generated during the initial term of the lease.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 410,000 , $ 579,000 and $ 379,000 , respectively, in lease fees to our former advisor or its affiliates.
−Removed: Lease fees were capitalized as lease commissions and included in other assets, net in our accompanying consolidated balance sheets.
−Removed: Construction Management Fee
−Removed: In the event that our former advisor or its affiliates assisted with planning and coordinating the construction of any capital or tenant improvements, our former advisor or its affiliates were paid a construction management fee of up to 5.0 % of the cost of such improvements.
−Removed: For the years ended December 31, 2021, 2020 and 2019, we incurred $ 144,000 , $ 183,000 and $ 320,000 , respectively, in construction management fees to our former advisor or its affiliates.
−Removed: Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets.
−Removed: Operating Expenses
+Added: (3) Acquisition fees in connection with the acquisition of properties accounted for as asset acquisitions or the acquisition of real estate-related investments were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
+Added: (4) Development fees were capitalized as part of the associated investments in our accompanying consolidated balance sheets.
+Added: (5) Lease fees were capitalized as costs of entering into new leases and included in other assets, net in our accompanying 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.
−Removed: However, we did not reimburse our former advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceeded the greater of:
−Removed: (i) 2.0 % of our average invested assets, as defined in the Advisory Agreement;
−Removed: or (ii) 25.0 % of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient.
−Removed: For the 12 months ended December 31, 2021, 2020 and 2019, our operating expenses did not exceed the aforementioned limitations.
−Removed: For the years ended December 31, 2021, 2020 and 2019, our former advisor or its affiliates incurred operating expenses on our behalf of $ 160,000 , $ 235,000 and $ 211,000 , respectively.
−Removed: Following the Merger and the AHI Acquisition, we no longer reimburse our former advisor for operating expenses incurred.
+Added: For the 12 months ended December 31, 2021 and 2020, our operating expenses did not exceed such limitations.
Operating expenses were generally included in general and administrative in our accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: Liquidity Stage
−Removed: Disposition Fees
−Removed: For services relating to the sale of one or more properties, we paid our former advisor or its affiliates a disposition fee of up to the lesser of 2.0 % of the contract sales price or 50.0 % of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort.
−Removed: The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated third parties, did not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0 % of the contract sales price.
−Removed: For the years ended December 31, 2021 and 2020, our former advisor agreed to waive $ 93,000 and $ 431,000 , respectively, of disposition fees that may otherwise have been due to our former advisor pursuant to the Advisory Agreement.
−Removed: See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 4, Real Estate Investments, Net, for discussions of our property dispositions, as well as Note 14, Equity — Noncontrolling Interests in Total Equity, for a discussion of the disposition of membership interests in a consolidated limited liability company.
−Removed: Our former advisor did not receive any additional securities, shares of stock or any other form of consideration or any repayment as a result of the waiver of such disposition fees.
−Removed: For the year ended December 31, 2019, we did no t incur any disposition fees to our former advisor or its affiliates.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: (7) Construction management fees were capitalized as part of the associated asset and included in real estate investments, net in our accompanying consolidated balance sheets.
Registration Rights Agreement
−Removed: On October 1, 2021, at the consummation of the AHI Acquisition, GAHR III and the surviving partnership entered into a registration rights agreement, or the Registration Rights Agreement, with Griffin-American Strategic Holdings, LLC, or HoldCo, pursuant to which, subject to certain limitations therein, as promptly as practicable following the later of the expiration of (i) the period commencing on the closing of the AHI Acquisition and ending upon the earliest to occur of (a) the second anniversary date of the issuance of the surviving partnership OP units issued in connection with the AHI Acquisition, (b) a change of control of Merger Sub, and (c) the listing of shares of our common stock on a national securities exchange, or the Lock-Up Period;
+Added: Upon 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 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.
2 unchanged sentences
Accounts Payable Due to Affiliates
−Removed: The following amounts were outstanding to our affiliates as of December 31, 2021 and 2020:
−Removed: Fee 2021 2020
+Added: We did not have any amounts outstanding to our third-party affiliates as of December 31, 2022 .
+Added: The following amounts were outstanding to our affiliates as of December 31, 2021:
Lease commissions $ 245,000
4 unchanged sentences
Acquisition fees 57,000
−Removed: $ 866,000 $ 8,026,000
−Removed: Fair Value Measurements
−Removed: Assets and Liabilities Reported at Fair Value
−Removed: The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall:
−Removed: Quoted Prices in
−Removed: Active Markets for
−Removed: Identical Assets
−Removed: and Liabilities
−Removed: (Level 1) Significant Other
−Removed: Observable Inputs
−Removed: (Level 2) Significant
−Removed: (Level 3) Total
−Removed: Derivative financial instruments $ — $ 500,000 $ — $ 500,000
−Removed: Warrants — — 786,000 786,000
−Removed: Total liabilities at fair value $ — $ 500,000 $ 786,000 $ 1,286,000
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Fair Value Measurements
+Added: Assets and Liabilities Reported at Fair Value
+Added: We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2022.
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:
7 unchanged sentences
(Level 3) Total
−Removed: Derivative financial instrument $ — $ — $ — $ —
−Removed: Total assets at fair value $ — $ — $ — $ —
Derivative financial instruments $ — $ 500,000 $ — $ 500,000
2 unchanged sentences
There were no transfers into and out of fair value measurement levels during the years ended December 31, 2022 and 2021.
−Removed: Derivative Financial Instruments
−Removed: We use interest rate swaps or interest rate caps to manage interest rate risk associated with variable-rate debt.
−Removed: 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.
−Removed: 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.
−Removed: The fair values of interest rate swaps are determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts.
−Removed: The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.
−Removed: 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.
−Removed: In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
−Removed: Although we have determined that the majority of the inputs used to value our derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.
−Removed: However, as of December 31, 2021, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.
−Removed: As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
−Removed: As of December 31, 2021 and 2020, we have recorded $ 786,000 and $ 1,025,000 , respectively, related to warrants in Trilogy common units held by certain members of Trilogy’s management, which is included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
−Removed: Once exercised, these warrants have redemption features similar to the common units held by members of Trilogy’s management.
+Added: During the fourth quarter of 2022, we redeemed all the warrants in common units held by certain members of Trilogy’s management for $ 678,000 in cash and as a result, we did not have any warrants outstanding as of December 31, 2022.
+Added: As of December 31, 2021, we recorded $ 786,000 related to warrants in Trilogy common units held by certain members of Trilogy’s management, which was included in security deposits, prepaid rent and other liabilities in our accompanying consolidated balance sheets.
+Added: Such warrants had redemption features similar to the common units held by members of Trilogy’s management.
See Note 13, Redeemable Noncontrolling Interests, for a further discussion.
−Removed: As of December 31, 2021 and 2020, the carrying value is a reasonable estimate of fair value.
+Added: As of December 31, 2021, the carrying value was a reasonable estimate of fair value.
+Added: Derivative Financial Instruments
+Added: On January 25, 2022, our interest rate swap contracts matured and as of December 31, 2022, we did not have any derivative financial instruments.
+Added: We used interest rate swaps or interest rate caps to manage interest rate risk associated with variable-rate debt.
+Added: 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.
+Added: 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.
+Added: The fair values of interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts.
+Added: The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.
Financial Instruments Disclosed at Fair Value
1 unchanged sentence
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.
−Removed: 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
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: their expected realization.
+Added: We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and 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.
12 unchanged sentences
Lines of credit and term loans $ 1,277,460,000 $ 1,285,205,000 $ 1,222,853,000 $ 1,226,636,000
−Removed: (1) Carrying amount is net of any discount/premium and unamortized costs.
−Removed: As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
+Added: (1) Carrying amount is net of any discount/premium and unamortized deferred financing costs.
+Added: As a REIT, we generally will not be subject to U.S.
+Added: federal income tax on taxable income that we distribute to our stockholders.
We have elected to treat certain of our consolidated subsidiaries as TRS pursuant to the Code.
14 unchanged sentences
Total income tax expense (benefit) $ 586,000 $ 956,000 $ ( 3,078,000 )
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Current Income Tax
1 unchanged sentence
Foreign income taxes are generally a function of our income on our real estate located in the UK and Isle of Man.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Taxes
5 unchanged sentences
A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable.
−Removed: As of December 31, 2021 and 2020, our valuation allowance fully reserves and substantially reserves, respectively, the net deferred tax assets due to historical losses and inherent uncertainty of future income.
+Added: As of both December 31, 2022 and 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.
23 unchanged sentences
Tax Treatment of Distributions (Unaudited)
−Removed: For federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions.
+Added: federal income tax purposes, distributions to stockholders are characterized as ordinary income, capital gain distributions or nontaxable distributions.
Nontaxable distributions will reduce United States stockholders’ basis (but not below zero) in their shares.
49 unchanged sentences
Supplemental Disclosure of Cash Flows Information 2022 2021 2020
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
−Removed: Operating cash outflows related to operating leases $ 16,793,000 $ 23,790,000 $ 22,114,000
Operating cash outflows related to finance leases $ 262,000 $ 384,000 $ 609,000
Financing cash outflows related to finance leases $ 54,000 $ 170,000 $ 1,235,000
−Removed: Leased assets obtained in exchange for finance lease liabilities $ 1,409,000 $ 66,000 $ —
Right-of-use assets obtained in exchange for operating lease liabilities $ 173,832,000 $ 29,523,000 $ 14,302,000
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Operating Leases
6 unchanged sentences
Thereafter 228,550,000
−Removed: Total operating lease payments 254,712,000
+Added: Total undiscounted operating lease payments 416,055,000
interest 142,980,000
Present value of operating lease liabilities $ 273,075,000
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Finance Leases
1 unchanged sentence
2023 $ 61,000
−Removed: Total finance lease payments 169,000
+Added: Total undiscounted finance lease payments 167,000
interest 17,000
2 unchanged sentences
As of December 31, 2022, we evaluated our business and made resource allocations based on six reportable business segments:
−Removed: medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals.
−Removed: Our medical office buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants).
−Removed: In addition, our medical office buildings segment included our real estate notes receivable that were settled in full in June 2019.
−Removed: Our hospital investments are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.
−Removed: Our skilled nursing and senior housing facilities are similarly structured to our hospital investments.
−Removed: In addition, our senior housing segment includes our debt security investment.
−Removed: Our SHOP include senior housing facilities that are owned and operated utilizing a RIDEA structure.
−Removed: Our integrated senior health campuses include a range of assisted living, memory care, independent living, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure.
+Added: integrated senior health campuses, MOBs, SNFs, SHOP, senior housing — leased and hospitals.
+Added: Our MOBs 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).
+Added: Our integrated senior health campuses include a range of independent living, assisted living, memory care, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure.
+Added: Our skilled nursing and senior housing facilities are single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant.
+Added: In addition, our senior housing — leased segment includes our debt security investment.
+Added: Our hospital investments are similarly structured to our leased skilled nursing and senior housing facilities.
+Added: Our SHOP segment includes senior housing facilities that are owned and operated utilizing a RIDEA structure.
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.
−Removed: 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
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: of real estate investments, impairment of real estate investments, income or loss from unconsolidated entities, foreign currency gain or loss, other income and income tax benefit or expense for each segment.
+Added: We 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, impairment of goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income and income tax benefit or 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.
1 unchanged sentence
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.
−Removed: On October 1, 2021, as part of the Merger, we acquired 87 properties, comprising 92 buildings, or approximately 4,799,000 square feet of GLA, which expanded our portfolio of real estate properties and SHOP within the segments as outlined above.
+Added: Effective upon the Merger, we acquired 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.
2 unchanged sentences
Senior Health
−Removed: Campuses SHOP Medical
−Removed: Buildings Senior
−Removed: Housing Skilled
−Removed: Facilities Hospitals Year Ended
+Added: Campuses SHOP MOBs Senior
+Added: Leased SNFs Hospitals Year Ended
Revenues and grant income:
18 unchanged sentences
Gain in fair value of derivative financial instruments 500,000
−Removed: Loss on dispositions of real estate investments ( 100,000 )
+Added: Gain on dispositions of real estate investments 5,481,000
Impairment of real estate investments
( 54,579,000 )
−Removed: Loss from unconsolidated entities
−Removed: ( 1,355,000 )
+Added: Impairment of goodwill ( 23,277,000 )
+Added: Income from unconsolidated entities 1,407,000
+Added: Gain on re-measurement of previously held equity interest 19,567,000
Foreign currency loss ( 5,206,000 )
6 unchanged sentences
Senior Health
−Removed: Campuses SHOP Medical
−Removed: Buildings Senior
−Removed: Housing Skilled
−Removed: Facilities Hospitals Year Ended
+Added: Campuses SHOP MOBs Senior
+Added: Leased SNFs Hospitals Year Ended
Revenues and grant income:
11 unchanged sentences
Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 71,278,000 )
−Removed: Loss in fair value of derivative financial instruments ( 3,906,000 )
−Removed: Gain on dispositions of real estate investments 1,395,000
−Removed: Impairment of real estate investment ( 11,069,000 )
+Added: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 80,937,000 )
+Added: Gain in fair value of derivative financial instruments 8,200,000
+Added: Loss on dispositions of real estate investments ( 100,000 )
+Added: Impairment of real estate investments ( 3,335,000 )
Loss from unconsolidated entities ( 1,355,000 )
−Removed: Foreign currency gain 1,469,000
+Added: Foreign currency loss ( 564,000 )
Other income 1,854,000
Total net other expense ( 76,237,000 )
−Removed: Income before income taxes 5,785,000
−Removed: Income tax benefit 3,078,000
−Removed: Net income $ 8,863,000
+Added: Loss before income taxes ( 52,313,000 )
+Added: Income tax expense ( 956,000 )
+Added: Net loss $ ( 53,269,000 )
AMERICAN HEALTHCARE REIT, INC.
1 unchanged sentence
Senior Health
−Removed: Campuses SHOP Medical
−Removed: Buildings Senior
−Removed: Housing Skilled
−Removed: Facilities Hospitals Year Ended
+Added: Campuses SHOP MOBs Senior
+Added: Leased SNFs Hospitals Year Ended
+Added: Revenues and grant income:
Resident fees and services $ 983,169,000 $ 85,904,000 $ — $ — $ — $ — $ 1,069,073,000
−Removed: $ 1,030,934,000 $ 68,144,000 $ — $ — $ — $ — $ 1,099,078,000
Real estate revenue
— — 78,424,000 14,524,000 16,107,000 10,992,000 120,047,000
−Removed: Total revenues
−Removed: 1,030,934,000 68,144,000 80,805,000 18,407,000 13,345,000 11,481,000 1,223,116,000
+Added: Grant income 53,855,000 1,326,000 55,181,000
+Added: Total revenues and grant income 1,037,024,000 87,230,000 78,424,000 14,524,000 16,107,000 10,992,000 1,244,301,000
Property operating expenses
9 unchanged sentences
Interest expense:
−Removed: Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishment) ( 78,553,000 )
+Added: Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 71,278,000 )
Loss in fair value of derivative financial instruments ( 3,906,000 )
+Added: Gain on dispositions of real estate investments 1,395,000
+Added: Impairment of real estate investment ( 11,069,000 )
Loss from unconsolidated entities ( 4,517,000 )
3 unchanged sentences
Income before income taxes 5,785,000
−Removed: Income tax expense ( 1,524,000 )
−Removed: Net loss $ ( 852,000 )
+Added: Income tax benefit 3,078,000
+Added: Net income $ 8,863,000
Total assets by reportable segment as of December 31, 2022 and 2021 were as follows:
Integrated senior health campuses $ 2,157,748,000 $ 1,896,608,000
−Removed: Medical office buildings 1,412,247,000 610,653,000
+Added: MOBs 1,379,502,000 1,412,247,000
SHOP 635,190,000 625,164,000
−Removed: Senior housing 255,555,000 152,406,000
−Removed: Skilled nursing facilities 252,869,000 115,941,000
+Added: Senior housing — leased 249,576,000 255,555,000
+Added: SNFs 245,717,000 252,869,000
Hospitals 106,067,000 109,834,000
1 unchanged sentence
Total assets $ 4,786,698,000 $ 4,580,339,000
−Removed: As discussed in Note 3, Business Combinations, in connection with the AHI Acquisition, we recorded goodwill of $ 134,589,000 , which was allocated across our reporting segments.
−Removed: 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.
−Removed: As of December 31, 2020, goodwill of $ 75,309,000 was allocated to integrated senior health campuses, and no other segments had goodwill.
AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: As of and for the years ended December 31, 2022 and 2021, goodwill by reportable segment was as follows:
+Added: Senior Health
+Added: Campuses MOBs SHOP SNFs Senior
+Added: Leased Hospitals Total
+Added: Balance — December 31, 2020
+Added: $ 75,309,000 $ — $ — $ — $ — $ — $ 75,309,000
+Added: Goodwill acquired 44,547,000 47,812,000 23,277,000 8,640,000 5,924,000 4,389,000 134,589,000
+Added: Balance — December 31, 2021
+Added: $ 119,856,000 $ 47,812,000 $ 23,277,000 $ 8,640,000 $ 5,924,000 $ 4,389,000 $ 209,898,000
+Added: Goodwill acquired 44,990,000 — — — — — 44,990,000
+Added: Impairment loss — — ( 23,277,000 ) — — — ( 23,277,000 )
+Added: Balance — December 31, 2022
+Added: $ 164,846,000 $ 47,812,000 $ — $ 8,640,000 $ 5,924,000 $ 4,389,000 $ 231,611,000
+Added: See Note 4, Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations.
+Added: In connection with our annual assessments of goodwill, we performed the quantitative step one test of the goodwill impairment guidance for each of our reporting units.
+Added: The fair value of each reporting unit was determined based on various methodologies, including the income approach and the market approach models.
+Added: We determined that the fair value of the reporting unit under the SHOP reporting segment compared to its carrying value, including goodwill, was lower than its carrying value.
+Added: As a result, goodwill pertaining to our SHOP reporting segment was fully impaired and we recognized an impairment loss of $ 23,277,000 in our accompanying consolidated statements of operations and comprehensive income (loss).
+Added: Therefore, as of December 31, 2022, we did not have any remaining goodwill associated with our SHOP reporting segment.
Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.
19 unchanged sentences
We believe this risk is not significant.
−Removed: Concentration of credit risk with respect to accounts receivable from tenants is limited.
+Added: Concentration of credit risk with respect to accounts receivable from tenants and residents is limited.
We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
−Removed: Based on leases in effect as of December 31, 2021, properties in one state in the United States accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI.
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
+Added: Based on leases as of December 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, 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 as of December 31, 2022.
Properties located in Indiana accounted for 36.2 % 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.
−Removed: Based on leases in effect as of December 31, 2021, our six reportable business segments, medical office buildings, integrated senior health campuses, skilled nursing facilities, SHOP, senior housing and hospitals accounted for 41.1 %, 36.5 %, 8.8 %, 5.7 %, 4.6 % and 3.3 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
−Removed: As of December 31, 2021, no ne of our tenants at our properties accounted for 10.0 % or more of our total property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses operations as of December 31, 2021.
+Added: Based on leases as of December 31, 2022, our six reportable business segments, integrated senior health campuses, MOBs, SNFs, SHOP, senior housing — leased and hospitals accounted for 46.8 %, 33.4 %, 7.3 %, 6.0 %, 3.7 % and 2.8 %, respectively, of our total property portfolio’s annualized base rent or annualized NOI.
+Added: As of December 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 .
Per Share Data
2 unchanged sentences
Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any.
−Removed: Nonvested shares of our restricted common stock and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock.
−Removed: As of December 31, 2021 and 2020, there were 891,543 and 33,000 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods.
−Removed: As of December 31, 2021 and 2020, there were 14,007,903 and 222 limited
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: partnership units, respectively, of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
+Added: TBUs, nonvested shares of our RSAs and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock.
+Added: As of December 31, 2022 and 2021, there were 183,240 and 891,543 nonvested shares, respectively, of our RSAs outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods.
+Added: As of both December 31, 2022 and 2021, there were 3,501,976 limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
+Added: As of December 31, 2022, there were 19,200 nonvested TBUs outstanding, which were granted on April 1, 2022, but such units were excluded from the computation of diluted earnings (loss) per share because such restricted stock units were anti-dilutive during the period.
+Added: As of December 31, 2022, there were 29,352 nonvested PBUs outstanding, of which 28,301 were awarded in October 2021 and 1,051 were awarded in August 2022, with a grant date in April 2022 and August 2022, respectively, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation .
+Added: Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.
Subsequent Events
+Added: Interest Rate Swap
+Added: We, through our operating partnership, entered into an interest rate swap transaction, or the Swap, with Fifth Third Financial Risk Solutions, a division of Fifth Third Bank, an Ohio banking corporation, or Fifth Third, with an effective date of February 1, 2023 and a maturity date of January 19, 2026.
+Added: We entered into the Swap to mitigate the risk associated with $ 275,000,000 of our floating rate term loan (without incurring substantial prepayment penalties or defeasance costs typically associated with fixed-rate indebtedness) under our existing 2022 Credit Facility.
+Added: Beginning on March 1, 2023, we are required to make monthly fixed-rate payments at a rate of 3.74 % while the counterparty is obligated to make monthly floating rate payments based on Term SOFR, as defined in the swap agreement.
+Added: 2022 Credit Agreement Amendment
+Added: On March 1, 2023, we entered into an amendment to the 2022 Credit Agreement, or the Credit Amendment.
+Added: The material terms of the Credit Amendment provided for revisions to certain financial covenants for a limited period of time.
+Added: Except as modified by the terms of the Credit Amendment, the material terms of the 2022 Credit Agreement remain in full force and effect.
Distributions Declared
−Removed: On January 20, 2022, our board authorized a distribution to our Class T and Class I stockholders of record as of the close of business on each of January 28, 2022, February 25, 2022 and March 29, 2022.
−Removed: The distribution for the months of January 2022, February 2022 and March 2022, is equal to $ 0.033333333 per share of our common stock, which is equal to an annualized distribution rate of $ 0.40 per share.
−Removed: The distributions will be paid in cash or shares of our common stock pursuant to our DRIP.
−Removed: The distribution for the months of January 2022 and February 2022 were paid on or about February 1, 2022 and March 1, 2022, respectively.
−Removed: The distribution for the month of March 2022 will be paid on or about April 1, 2022, only from legally available funds.
−Removed: 2022 Credit Facility
−Removed: On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into the 2022 Credit Agreement that amends, restates, supersedes and replaces the 2019 Corporate Credit Agreement with Bank of America;
−Removed: Citizens Bank;
−Removed: and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $ 1,050,000,000 , or the 2022 Credit Facility.
−Removed: 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 .
−Removed: 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.
−Removed: We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility.
−Removed: 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.
−Removed: The term loan matures on January 19, 2027, and may not be extended.
−Removed: The maximum principal amount of the 2022 Credit Facility may be increased by an aggregate incremental amount of $ 700,000,000 , subject to:
−Removed: (i) the terms of the 2022 Credit Agreement;
−Removed: and (ii) at least five business days’ prior written notice to Bank of America.
−Removed: Unless otherwise defined herein, all capitalized terms in this Note 22, Subsequent Events — 2022 Credit Facility, are as defined and set forth in the 2022 Credit Agreement.
−Removed: 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.
−Removed: If, under the terms of the 2022 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR then the 2022 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.
−Removed: The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
−Removed: We are required to pay a fee on the unused portion of the lenders’ commitments under the 2022 Credit Agreement computed at (a) 0.25 % per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50% and (b) 0.20 % per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50%, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis.
−Removed: At any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, we are required to pay a facility fee as determined in the Debt Ratings Based Pricing Grid multiplied by the actual daily amount of the Aggregate Revolving Commitments , or, if the Aggregate Revolving Commitments have terminated, the Outstanding Amount of all Revolving Loans and L/C Obligations, regardless of usage.
−Removed: The 2022 Credit Agreement contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries and limitations on secured recourse indebtedness.
−Removed: The 2022 Credit Agreement also imposes certain financial covenants based on certain criteria described in the 2022 Credit Agreement.
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
−Removed: 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.
−Removed: 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.
−Removed: The 2022 Credit Facility replaces the 2018 Credit Facility and the 2019 Credit Facility.
+Added: On March 15, 2023, our board authorized a reduced quarterly distribution from $ 0.40 per share to $ 0.25 per share to our Class T common stockholders and Class I common stockholders of record as of the close of business on April 4, 2023.
+Added: The distribution for the quarter commencing January 1, 2023 to March 31, 2023, which will be paid on or about April 18, 2023, represents an annualized distribution rate of $ 1.00 per share.
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: DeKalb Professional Center (Medical Office)
−Removed: Lithonia, GA $ — $ 479,000 $ 2,871,000 $ 199,000 $ 479,000 $ 3,070,000 $ 3,549,000 $ ( 792,000 ) 2008 06/06/14
−Removed: Country Club MOB (Medical Office)
−Removed: Stockbridge, GA
−Removed: — 240,000 2,306,000 382,000 240,000 2,688,000 2,928,000 ( 703,000 ) 2002 06/26/14
−Removed: Acworth Medical Complex (Medical Office)
−Removed: — 216,000 3,135,000 241,000 216,000 3,376,000 3,592,000 ( 775,000 ) 1976/2009 07/02/14
−Removed: — 250,000 2,214,000 326,000 250,000 2,540,000 2,790,000 ( 607,000 ) 1976/2009 07/02/14
−Removed: — 104,000 774,000 10,000 104,000 784,000 888,000 ( 223,000 ) 1976/2009 07/02/14
−Removed: Wichita KS MOB (Medical Office)
−Removed: Wichita, KS — 943,000 6,288,000 753,000 943,000 7,041,000 7,984,000 ( 1,867,000 ) 1980/1996 09/04/14
+Added: DeKalb Professional Center (Medical Office) Lithonia, GA $ — $ 479,000 $ 2,871,000 $ 355,000 $ 479,000 $ 3,226,000 $ 3,705,000 $ ( 921,000 ) 2008 06/06/14
+Added: Country Club MOB (Medical Office) Stockbridge, GA — 240,000 2,306,000 542,000 240,000 2,848,000 3,088,000 ( 842,000 ) 2002 06/26/14
+Added: Acworth Medical Complex (Medical Office) Acworth, GA — 216,000 3,135,000 211,000 216,000 3,346,000 3,562,000 ( 843,000 ) 1976/2009 07/02/14
+Added: Acworth, GA — 250,000 2,214,000 187,000 250,000 2,401,000 2,651,000 ( 613,000 ) 1976/2009 07/02/14
+Added: Acworth, GA — 104,000 774,000 54,000 104,000 828,000 932,000 ( 251,000 ) 1976/2009 07/02/14
+Added: Wichita KS MOB (Medical Office) Wichita, KS — 943,000 6,288,000 662,000 943,000 6,950,000 7,893,000 ( 2,055,000 ) 1980/1996 09/04/14
Delta Valley ALF Portfolio (SHOP) Batesville, MS — 331,000 5,103,000 ( 489,000 ) 331,000 4,614,000 4,945,000 ( 1,132,000 ) 1999/2005 09/11/14
−Removed: — 331,000 5,103,000 ( 573,000 ) 331,000 4,530,000 4,861,000 ( 990,000 ) 1999/2005 09/11/14
Cleveland, MS — 348,000 6,369,000 ( 953,000 ) 348,000 5,416,000 5,764,000 ( 1,316,000 ) 2004 09/11/14
−Removed: — 348,000 6,369,000 ( 1,017,000 ) 348,000 5,352,000 5,700,000 ( 1,179,000 ) 2004 09/11/14
Springdale, AR — 891,000 6,538,000 ( 769,000 ) 891,000 5,769,000 6,660,000 ( 1,337,000 ) 1998/2005 01/08/15
−Removed: — 891,000 6,538,000 ( 1,067,000 ) 891,000 5,471,000 6,362,000 ( 1,187,000 ) 1998/2005 01/08/15
−Removed: Lee’s Summit MO MOB (Medical Office)
−Removed: Lee’s Summit, MO
−Removed: — 1,045,000 5,068,000 646,000 1,045,000 5,714,000 6,759,000 ( 1,835,000 ) 2006 09/18/14
−Removed: Carolina Commons MOB (Medical Office)
−Removed: Indian Land, SC
−Removed: 6,022,000 1,028,000 9,430,000 4,252,000 1,028,000 13,682,000 14,710,000 ( 2,813,000 ) 2009 10/15/14
−Removed: Mount Olympia MOB Portfolio (Medical Office)
−Removed: Mount Dora, FL
−Removed: — 393,000 5,633,000 — 393,000 5,633,000 6,026,000 ( 1,229,000 ) 2009 12/04/14
+Added: Lee’s Summit MO MOB (Medical Office) Lee’s Summit, MO — 1,045,000 5,068,000 962,000 1,045,000 6,030,000 7,075,000 ( 1,998,000 ) 2006 09/18/14
+Added: Carolina Commons MOB (Medical Office) Indian Land, SC — 1,028,000 9,430,000 4,379,000 1,028,000 13,809,000 14,837,000 ( 3,594,000 ) 2009 10/15/14
+Added: Mount Olympia MOB Portfolio (Medical Office) Mount Dora, FL — 393,000 5,633,000 — 393,000 5,633,000 6,026,000 ( 1,403,000 ) 2009 12/04/14
Olympia Fields, IL — 298,000 2,726,000 92,000 298,000 2,818,000 3,116,000 ( 778,000 ) 2005 12/04/14
−Removed: — 298,000 2,726,000 33,000 298,000 2,759,000 3,057,000 ( 693,000 ) 2005 12/04/14
Southlake TX Hospital (Hospital) Southlake, TX 94,328,000 5,089,000 108,517,000 — 5,089,000 108,517,000 113,606,000 ( 23,515,000 ) 2013 12/04/14
−Removed: East Texas MOB Portfolio (Medical Office)
−Removed: — — 19,942,000 111,000 — 20,053,000 20,053,000 ( 4,727,000 ) 2008 12/12/14
−Removed: — 228,000 965,000 — 228,000 965,000 1,193,000 ( 362,000 ) 1979/1997 12/12/14
−Removed: — 759,000 1,696,000 — 759,000 1,696,000 2,455,000 ( 706,000 ) 1998 12/12/14
−Removed: — — 8,027,000 — — 8,027,000 8,027,000 ( 1,941,000 ) 2004 12/12/14
−Removed: — — 696,000 29,000 — 725,000 725,000 ( 270,000 ) 1956 12/12/14
−Removed: — — 27,601,000 4,243,000 — 31,844,000 31,844,000 ( 7,853,000 ) 1985/1993/ 2004 12/12/14
+Added: East Texas MOB Portfolio (Medical Office) Longview, TX — — 19,942,000 9,079,000 — 29,021,000 29,021,000 ( 5,405,000 ) 2008 12/12/14
+Added: Longview, TX — 228,000 965,000 187,000 228,000 1,152,000 1,380,000 ( 404,000 ) 1979/1997 12/12/14
+Added: Longview, TX — 759,000 1,696,000 98,000 759,000 1,794,000 2,553,000 ( 806,000 ) 1998 12/12/14
+Added: Longview, TX — — 8,027,000 — — 8,027,000 8,027,000 ( 2,215,000 ) 2004 12/12/14
+Added: Longview, TX — — 696,000 40,000 — 736,000 736,000 ( 302,000 ) 1956 12/12/14
+Added: Longview, TX — — 27,601,000 5,373,000 — 32,974,000 32,974,000 ( 9,081,000 ) 1985/1993/ 2004 12/12/14
Marshall, TX — 368,000 1,711,000 110,000 368,000 1,821,000 2,189,000 ( 780,000 ) 1970 12/12/14
+Added: Premier MOB (Medical Office) Novi, MI — 644,000 10,420,000 1,446,000 644,000 11,866,000 12,510,000 ( 3,367,000 ) 2006 12/19/14
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Premier MOB (Medical Office)
−Removed: Novi, MI $ — $ 644,000 $ 10,420,000 $ 1,367,000 $ 644,000 $ 11,787,000 $ 12,431,000 $ ( 2,833,000 ) 2006 12/19/14
−Removed: Independence MOB Portfolio (Medical Office)
−Removed: Southgate, KY
−Removed: — 411,000 11,005,000 2,301,000 411,000 13,306,000 13,717,000 ( 3,024,000 ) 1988 01/13/15
+Added: Independence MOB Portfolio (Medical Office) Southgate, KY $ — $ 411,000 $ 11,005,000 $ 2,436,000 $ 411,000 $ 13,441,000 $ 13,852,000 $ ( 3,561,000 ) 1988 01/13/15
Somerville, MA 29,116,000 1,509,000 46,775,000 6,328,000 1,509,000 53,103,000 54,612,000 ( 11,202,000 ) 1985 01/13/15
−Removed: 29,735,000 1,509,000 46,775,000 5,471,000 1,509,000 52,246,000 53,755,000 ( 9,436,000 ) 1985 01/13/15
Morristown, NJ 27,209,000 3,763,000 26,957,000 5,158,000 3,764,000 32,114,000 35,878,000 ( 8,864,000 ) 1980 01/13/15
−Removed: 27,797,000 3,763,000 26,957,000 4,574,000 3,764,000 31,530,000 35,294,000 ( 7,870,000 ) 1980 01/13/15
Verona, NJ — 1,683,000 9,405,000 1,969,000 1,683,000 11,374,000 13,057,000 ( 2,741,000 ) 1970 01/13/15
Bronx, NY — — 19,593,000 3,253,000 — 22,846,000 22,846,000 ( 5,262,000 ) 1987/1988 01/26/15
−Removed: King of Prussia PA MOB (Medical Office)
−Removed: King of Prussia, PA
−Removed: 8,567,000 3,427,000 13,849,000 5,976,000 3,427,000 19,825,000 23,252,000 ( 5,172,000 ) 1946/2000 01/21/15
+Added: King of Prussia PA MOB (Medical Office) King of Prussia, PA — 3,427,000 13,849,000 6,550,000 3,427,000 20,399,000 23,826,000 ( 6,167,000 ) 1946/2000 01/21/15
North Carolina ALF Portfolio (SHOP) Clemmons, NC — 596,000 13,237,000 ( 513,000 ) 596,000 12,724,000 13,320,000 ( 2,880,000 ) 2014 06/29/15
1 unchanged sentence
Huntersville, NC — 2,033,000 11,494,000 ( 45,000 ) 2,033,000 11,449,000 13,482,000 ( 2,177,000 ) 2015 01/18/17
−Removed: — 2,033,000 11,494,000 ( 102,000 ) 2,033,000 11,392,000 13,425,000 ( 1,794,000 ) 2015 01/18/17
−Removed: — 949,000 12,537,000 ( 144,000 ) 949,000 12,393,000 13,342,000 ( 1,390,000 ) 2017 08/30/18
+Added: Matthews, NC — 949,000 12,537,000 ( 108,000 ) 949,000 12,429,000 13,378,000 ( 1,815,000 ) 2017 08/30/18
Mooresville, NC — 835,000 15,894,000 ( 571,000 ) 835,000 15,323,000 16,158,000 ( 3,469,000 ) 2012 01/28/15
−Removed: — 835,000 15,894,000 ( 716,000 ) 835,000 15,178,000 16,013,000 ( 3,019,000 ) 2012 01/28/15
Raleigh, NC — 1,069,000 21,235,000 ( 580,000 ) 1,069,000 20,655,000 21,724,000 ( 4,439,000 ) 2013 01/28/15
Wake Forest, NC — 772,000 13,596,000 ( 688,000 ) 772,000 12,908,000 13,680,000 ( 2,747,000 ) 2014 06/29/15
−Removed: — 772,000 13,596,000 ( 828,000 ) 772,000 12,768,000 13,540,000 ( 2,373,000 ) 2014 06/29/15
−Removed: Orange Star Medical Portfolio (Medical Office and Hospital)
−Removed: Durango, CO — 623,000 14,166,000 295,000 623,000 14,461,000 15,084,000 ( 2,824,000 ) 2004 02/26/15
+Added: Orange Star Medical Portfolio (Medical Office and Hospital) Durango, CO — 623,000 14,166,000 433,000 623,000 14,599,000 15,222,000 ( 3,245,000 ) 2004 02/26/15
Durango, CO — 788,000 10,467,000 1,063,000 788,000 11,530,000 12,318,000 ( 2,653,000 ) 2004 02/26/15
Friendswood, TX — 500,000 7,664,000 944,000 500,000 8,608,000 9,108,000 ( 2,027,000 ) 2008 02/26/15
−Removed: — 500,000 7,664,000 522,000 500,000 8,186,000 8,686,000 ( 1,747,000 ) 2008 02/26/15
Keller, TX — 1,604,000 7,912,000 609,000 1,604,000 8,521,000 10,125,000 ( 2,114,000 ) 2011 02/26/15
Wharton, TX — 259,000 10,590,000 1,366,000 259,000 11,956,000 12,215,000 ( 2,532,000 ) 1987 02/26/15
−Removed: Kingwood MOB Portfolio (Medical Office)
−Removed: Kingwood, TX — 820,000 8,589,000 290,000 820,000 8,879,000 9,699,000 ( 1,913,000 ) 2005 03/11/15
+Added: Kingwood MOB Portfolio (Medical Office) Kingwood, TX — 820,000 8,589,000 463,000 820,000 9,052,000 9,872,000 ( 2,192,000 ) 2005 03/11/15
Kingwood, TX — 781,000 3,943,000 64,000 781,000 4,007,000 4,788,000 ( 1,025,000 ) 2008 03/11/15
−Removed: Mt Juliet TN MOB (Medical Office)
−Removed: Mount Juliet, TN
−Removed: — 1,188,000 10,720,000 187,000 1,188,000 10,907,000 12,095,000 ( 2,353,000 ) 2012 03/17/15
−Removed: Homewood AL MOB (Medical Office)
−Removed: — 405,000 6,590,000 ( 60,000 ) 405,000 6,530,000 6,935,000 ( 1,488,000 ) 2010 03/27/15
+Added: Mt Juliet TN MOB (Medical Office) Mount Juliet, TN — 1,188,000 10,720,000 547,000 1,188,000 11,267,000 12,455,000 ( 2,630,000 ) 2012 03/17/15
+Added: Homewood AL MOB (Medical Office) Homewood, AL — 405,000 6,590,000 34,000 405,000 6,624,000 7,029,000 ( 1,738,000 ) 2010 03/27/15
+Added: Paoli PA Medical Plaza (Medical Office) Paoli, PA — 2,313,000 12,447,000 8,469,000 2,313,000 20,916,000 23,229,000 ( 5,034,000 ) 1951 04/10/15
+Added: Paoli, PA — 1,668,000 7,357,000 1,883,000 1,668,000 9,240,000 10,908,000 ( 2,712,000 ) 1975 04/10/15
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Paoli PA Medical Plaza (Medical Office) Paoli, PA $ 12,077,000 $ 2,313,000 $ 12,447,000 $ 8,068,000 $ 2,313,000 $ 20,515,000 $ 22,828,000 $ ( 3,944,000 ) 1951 04/10/15
−Removed: Paoli, PA — 1,668,000 7,357,000 1,332,000 1,668,000 8,689,000 10,357,000 ( 2,324,000 ) 1975 04/10/15
−Removed: Glen Burnie MD MOB (Medical Office)
−Removed: Glen Burnie, MD
−Removed: — 2,692,000 14,095,000 3,072,000 2,692,000 17,167,000 19,859,000 ( 4,269,000 ) 1981 05/06/15
−Removed: Marietta GA MOB (Medical Office)
−Removed: Marietta, GA — 1,347,000 10,947,000 468,000 1,347,000 11,415,000 12,762,000 ( 2,281,000 ) 2002 05/07/15
+Added: Glen Burnie MD MOB (Medical Office) Glen Burnie, MD $ — $ 2,692,000 $ 14,095,000 $ 3,829,000 $ 2,692,000 $ 17,924,000 $ 20,616,000 $ ( 4,831,000 ) 1981 05/06/15
+Added: Marietta GA MOB (Medical Office) Marietta, GA — 1,347,000 10,947,000 620,000 1,347,000 11,567,000 12,914,000 ( 2,635,000 ) 2002 05/07/15
Mountain Crest Senior Housing Portfolio (SHOP) Elkhart, IN — 793,000 6,009,000 529,000 793,000 6,538,000 7,331,000 ( 1,756,000 ) 1997 05/14/15
9 unchanged sentences
York, PA 12,432,000 972,000 29,860,000 517,000 972,000 30,377,000 31,349,000 ( 6,589,000 ) 1986 06/30/15
−Removed: Southern Illinois MOB Portfolio (Medical Office)
−Removed: Waterloo, IL — 94,000 1,977,000 — 94,000 1,977,000 2,071,000 ( 455,000 ) 2015 07/01/15
+Added: Southern Illinois MOB Portfolio (Medical Office) Waterloo, IL — 94,000 1,977,000 — 94,000 1,977,000 2,071,000 ( 525,000 ) 2015 07/01/15
Waterloo, IL — 738,000 6,332,000 583,000 738,000 6,915,000 7,653,000 ( 1,787,000 ) 1995 07/01/15,
Waterloo, IL — 200,000 2,648,000 ( 69,000 ) 200,000 2,579,000 2,779,000 ( 621,000 ) 2011 07/01/15
−Removed: Napa Medical Center (Medical Office)
−Removed: Napa, CA — 1,176,000 13,328,000 1,732,000 1,176,000 15,060,000 16,236,000 ( 3,584,000 ) 1980 07/02/15
−Removed: Chesterfield Corporate Plaza (Medical Office)
−Removed: Chesterfield, MO
−Removed: — 8,030,000 24,533,000 3,120,000 8,030,000 27,653,000 35,683,000 ( 6,941,000 ) 1989 08/14/15
+Added: Napa Medical Center (Medical Office) Napa, CA — 1,176,000 13,328,000 2,014,000 1,176,000 15,342,000 16,518,000 ( 4,113,000 ) 1980 07/02/15
+Added: Chesterfield Corporate Plaza (Medical Office) Chesterfield, MO — 8,030,000 24,533,000 3,466,000 8,030,000 27,999,000 36,029,000 ( 8,002,000 ) 1989 08/14/15
+Added: Richmond VA ALF (SHOP) North Chesterfield, VA — 2,146,000 56,671,000 826,000 2,146,000 57,497,000 59,643,000 ( 11,349,000 ) 2009 09/11/15
+Added: Crown Senior Care Portfolio (Senior Housing) Peel, Isle of Man — 1,106,000 6,602,000 — 1,106,000 6,602,000 7,708,000 ( 1,448,000 ) 2015 09/15/15
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Richmond VA ALF (SHOP) North Chesterfield, VA $ 32,476,000 $ 2,146,000 $ 56,671,000 $ 563,000 $ 2,146,000 $ 57,234,000 $ 59,380,000 $ ( 9,757,000 ) 2009 09/11/15
−Removed: Crown Senior Care Portfolio (Senior Housing) Peel, Isle of Man — 1,236,000 7,378,000 — 1,236,000 7,378,000 8,614,000 ( 1,397,000 ) 2015 09/15/15
Albans, UK $ — $ 1,115,000 $ 11,723,000 $ 647,000 $ 1,115,000 $ 12,370,000 $ 13,485,000 $ ( 2,669,000 ) 2015 10/08/15
16 unchanged sentences
Middletown OH MOB (Medical Office) Middletown, OH — — 17,389,000 898,000 — 18,287,000 18,287,000 ( 3,659,000 ) 2007 06/16/16
+Added: Fox Grape SNF Portfolio (Skilled Nursing) Braintree, MA — 1,844,000 10,847,000 31,000 1,844,000 10,878,000 12,722,000 ( 2,017,000 ) 2015 07/01/16
+Added: Brighton, MA — 779,000 2,661,000 334,000 779,000 2,995,000 3,774,000 ( 612,000 ) 1982 07/01/16
+Added: Duxbury, MA — 2,921,000 11,244,000 1,933,000 2,921,000 13,177,000 16,098,000 ( 2,675,000 ) 1983 07/01/16
+Added: Hingham, MA — 2,316,000 17,390,000 ( 166,000 ) 2,316,000 17,224,000 19,540,000 ( 3,181,000 ) 1990 07/01/16
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Fox Grape SNF Portfolio (Skilled Nursing)
−Removed: Braintree, MA $ — $ 1,844,000 $ 10,847,000 $ 31,000 $ 1,844,000 $ 10,878,000 $ 12,722,000 $ ( 1,706,000 ) 2015 07/01/16
−Removed: Brighton, MA — 779,000 2,661,000 334,000 779,000 2,995,000 3,774,000 ( 522,000 ) 1982 07/01/16
−Removed: Duxbury, MA — 2,921,000 11,244,000 1,933,000 2,921,000 13,177,000 16,098,000 ( 2,194,000 ) 1983 07/01/16
−Removed: Hingham, MA — 2,316,000 17,390,000 ( 166,000 ) 2,316,000 17,224,000 19,540,000 ( 2,692,000 ) 1990 07/01/16
Quincy, MA $ 13,758,000 $ 3,537,000 $ 13,697,000 $ 365,000 $ 3,537,000 $ 14,062,000 $ 17,599,000 $ ( 2,507,000 ) 1995 11/01/16
−Removed: Voorhees NJ MOB (Medical Office)
−Removed: Voorhees, NJ — 1,727,000 8,451,000 1,327,000 1,727,000 9,778,000 11,505,000 ( 1,974,000 ) 2008 07/08/16
−Removed: Norwich CT MOB Portfolio (Medical Office)
−Removed: Norwich, CT — 403,000 1,601,000 1,228,000 403,000 2,829,000 3,232,000 ( 627,000 ) 2014 12/16/16
+Added: Voorhees NJ MOB (Medical Office) Voorhees, NJ — 1,727,000 8,451,000 1,695,000 1,727,000 10,146,000 11,873,000 ( 2,358,000 ) 2008 07/08/16
+Added: Norwich CT MOB Portfolio (Medical Office) Norwich, CT — 403,000 1,601,000 1,234,000 403,000 2,835,000 3,238,000 ( 838,000 ) 2014 12/16/16
Norwich, CT — 804,000 12,094,000 834,000 804,000 12,928,000 13,732,000 ( 2,411,000 ) 1999 12/16/16
−Removed: New London CT MOB (Medical Office)
−Removed: New London, CT
−Removed: — 669,000 3,479,000 600,000 670,000 4,078,000 4,748,000 ( 874,000 ) 1987 05/03/17
−Removed: Middletown OH MOB II (Medical Office)
−Removed: Middletown, OH
−Removed: — — 3,949,000 549,000 — 4,498,000 4,498,000 ( 584,000 ) 2007 12/20/17
−Removed: Owen Valley Health Campus
−Removed: Spencer, IN 8,760,000 307,000 9,111,000 245,000 307,000 9,356,000 9,663,000 ( 1,520,000 ) 1999 12/01/15
−Removed: Homewood Health Campus
−Removed: Lebanon, IN 8,792,000 973,000 9,702,000 640,000 1,040,000 10,275,000 11,315,000 ( 1,696,000 ) 2000 12/01/15
−Removed: Ashford Place Health Campus
−Removed: Shelbyville, IN 6,003,000 664,000 12,662,000 1,019,000 849,000 13,496,000 14,345,000 ( 2,226,000 ) 2004 12/01/15
−Removed: Mill Pond Health Campus
−Removed: Greencastle, IN 7,104,000 1,576,000 8,124,000 535,000 1,629,000 8,606,000 10,235,000 ( 1,395,000 ) 2005 12/01/15
−Removed: Andrews Health Campus
−Removed: Batesville, IN 4,482,000 552,000 8,213,000 508,000 625,000 8,648,000 9,273,000 ( 1,416,000 ) 2005 12/01/15
−Removed: Hampton Oaks Health Campus
−Removed: Scottsburg, IN 6,310,000 720,000 8,145,000 671,000 845,000 8,691,000 9,536,000 ( 1,478,000 ) 2006 12/01/15
−Removed: Forest Park Health Campus
−Removed: Richmond, IN 6,890,000 535,000 9,399,000 472,000 639,000 9,767,000 10,406,000 ( 1,670,000 ) 2007 12/01/15
−Removed: The Maples at Waterford Crossing
−Removed: Goshen, IN 5,823,000 344,000 8,027,000 52,000 351,000 8,072,000 8,423,000 ( 1,304,000 ) 2006 12/01/15
+Added: New London CT MOB (Medical Office) New London, CT — 669,000 3,479,000 647,000 670,000 4,125,000 4,795,000 ( 1,052,000 ) 1987 05/03/17
+Added: Middletown OH MOB II (Medical Office) Middletown, OH — — 3,949,000 592,000 — 4,541,000 4,541,000 ( 763,000 ) 2007 12/20/17
+Added: Homewood Health Campus Lebanon, IN 8,577,000 973,000 9,702,000 1,094,000 1,044,000 10,725,000 11,769,000 ( 2,002,000 ) 2000 12/01/15
+Added: Ashford Place Health Campus Shelbyville, IN 5,835,000 664,000 12,662,000 1,297,000 854,000 13,769,000 14,623,000 ( 2,656,000 ) 2004 12/01/15
+Added: Mill Pond Health Campus Greencastle, IN 6,905,000 1,576,000 8,124,000 580,000 1,629,000 8,651,000 10,280,000 ( 1,651,000 ) 2005 12/01/15
+Added: Andrews Health Campus Batesville, IN 4,356,000 552,000 8,213,000 669,000 758,000 8,676,000 9,434,000 ( 1,680,000 ) 2005 12/01/15
+Added: Hampton Oaks Health Campus Scottsburg, IN 6,133,000 720,000 8,145,000 753,000 845,000 8,773,000 9,618,000 ( 1,751,000 ) 2006 12/01/15
+Added: Forest Park Health Campus Richmond, IN 6,697,000 535,000 9,399,000 607,000 639,000 9,902,000 10,541,000 ( 1,964,000 ) 2007 12/01/15
+Added: The Maples at Waterford Crossing Goshen, IN 5,681,000 344,000 8,027,000 689,000 350,000 8,710,000 9,060,000 ( 1,521,000 ) 2006 12/01/15
Morrison Woods Health Campus Muncie, IN (c) 1,903,000 21,806,000 1,279,000 1,922,000 23,066,000 24,988,000 ( 3,311,000 ) 2008/2022 12/01/15,
−Removed: Woodbridge Health Campus
−Removed: Logansport, IN 8,326,000 228,000 11,812,000 322,000 257,000 12,105,000 12,362,000 ( 1,990,000 ) 2003 12/01/15
+Added: Woodbridge Health Campus Logansport, IN 8,122,000 228,000 11,812,000 385,000 262,000 12,163,000 12,425,000 ( 2,333,000 ) 2003 12/01/15
+Added: Bridgepointe Health Campus Vincennes, IN 6,955,000 747,000 7,469,000 1,968,000 901,000 9,283,000 10,184,000 ( 1,594,000 ) 2002/2022 12/01/15
+Added: Greenleaf Living Center Elkhart, IN 11,134,000 492,000 12,157,000 1,022,000 521,000 13,150,000 13,671,000 ( 2,432,000 ) 2000 12/01/15
+Added: Forest Glen Health Campus Springfield, OH 9,712,000 846,000 12,754,000 928,000 921,000 13,607,000 14,528,000 ( 2,618,000 ) 2007 12/01/15
+Added: The Meadows of Kalida Health Campus Kalida, OH 7,691,000 298,000 7,628,000 291,000 308,000 7,909,000 8,217,000 ( 1,493,000 ) 2007 12/01/15
+Added: The Heritage Findlay, OH 12,701,000 1,312,000 13,475,000 539,000 1,440,000 13,886,000 15,326,000 ( 2,695,000 ) 1975 12/01/15
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Bridgepointe Health Campus
−Removed: Vincennes, IN $ 7,128,000 $ 747,000 $ 7,469,000 $ 1,312,000 $ 854,000 $ 8,674,000 $ 9,528,000 $ ( 1,325,000 ) 2002 12/01/15
−Removed: Greenleaf Living Center
−Removed: Elkhart, IN 11,406,000 492,000 12,157,000 801,000 517,000 12,933,000 13,450,000 ( 2,041,000 ) 2000 12/01/15
−Removed: Forest Glen Health Campus
−Removed: Springfield, OH
−Removed: 9,992,000 846,000 12,754,000 519,000 881,000 13,238,000 14,119,000 ( 2,204,000 ) 2007 12/01/15
−Removed: The Meadows of Kalida Health Campus
−Removed: Kalida, OH 7,883,000 298,000 7,628,000 183,000 303,000 7,806,000 8,109,000 ( 1,270,000 ) 2007 12/01/15
−Removed: Findlay, OH 13,077,000 1,312,000 13,475,000 433,000 1,402,000 13,818,000 15,220,000 ( 2,298,000 ) 1975 12/01/15
−Removed: Genoa Retirement Village
−Removed: Genoa, OH 8,269,000 881,000 8,113,000 667,000 909,000 8,752,000 9,661,000 ( 1,468,000 ) 1985 12/01/15
−Removed: Waterford Crossing
−Removed: Goshen, IN 8,116,000 344,000 4,381,000 898,000 349,000 5,274,000 5,623,000 ( 881,000 ) 2004 12/01/15
−Removed: Elizabeth Healthcare
−Removed: Delphi, IN 8,926,000 522,000 5,463,000 5,382,000 634,000 10,733,000 11,367,000 ( 1,554,000 ) 1986 12/01/15
−Removed: Cumberland Pointe
−Removed: West Lafayette, IN
−Removed: 9,465,000 1,645,000 13,696,000 652,000 1,901,000 14,092,000 15,993,000 ( 2,552,000 ) 1980 12/01/15
−Removed: Franciscan Healthcare Center
−Removed: Louisville, KY
−Removed: 10,614,000 808,000 8,439,000 1,750,000 910,000 10,087,000 10,997,000 ( 1,738,000 ) 1975 12/01/15
−Removed: Blair Ridge Health Campus
−Removed: Peru, IN 7,691,000 734,000 11,648,000 591,000 773,000 12,200,000 12,973,000 ( 2,294,000 ) 2001 12/01/15
−Removed: Glen Oaks Health Campus
−Removed: New Castle, IN 5,146,000 384,000 8,189,000 199,000 413,000 8,359,000 8,772,000 ( 1,316,000 ) 2011 12/01/15
−Removed: Covered Bridge Health Campus
−Removed: Seymour, IN (c) 386,000 9,699,000 552,000 28,000 10,609,000 10,637,000 ( 1,722,000 ) 2002 12/01/15
−Removed: Stonebridge Health Campus
−Removed: Bedford, IN 9,815,000 1,087,000 7,965,000 421,000 1,144,000 8,329,000 9,473,000 ( 1,426,000 ) 2004 12/01/15
−Removed: RiverOaks Health Campus
−Removed: Princeton, IN 14,632,000 440,000 8,953,000 509,000 472,000 9,430,000 9,902,000 ( 1,559,000 ) 2004 12/01/15
−Removed: Park Terrace Health Campus
−Removed: Louisville, KY
−Removed: (c) 2,177,000 7,626,000 1,228,000 2,177,000 8,854,000 11,031,000 ( 1,564,000 ) 1977 12/01/15
−Removed: Cobblestone Crossing
−Removed: Terre Haute, IN
−Removed: (c) 1,462,000 13,860,000 5,702,000 1,505,000 19,519,000 21,024,000 ( 3,079,000 ) 2008 12/01/15
−Removed: Creasy Springs Health Campus
−Removed: Lafayette, IN
−Removed: 16,200,000 2,111,000 14,337,000 5,914,000 2,393,000 19,969,000 22,362,000 ( 3,167,000 ) 2010 12/01/15
+Added: Genoa Retirement Village Genoa, OH $ 8,093,000 $ 881,000 $ 8,113,000 $ 760,000 $ 926,000 $ 8,828,000 $ 9,754,000 $ ( 1,736,000 ) 1985 12/01/15
+Added: Waterford Crossing Goshen, IN 7,852,000 344,000 4,381,000 959,000 349,000 5,335,000 5,684,000 ( 1,037,000 ) 2004 12/01/15
+Added: Elizabeth Healthcare Delphi, IN 8,644,000 522,000 5,463,000 5,413,000 643,000 10,755,000 11,398,000 ( 1,901,000 ) 1986 12/01/15
+Added: Cumberland Pointe West Lafayette, IN 9,160,000 1,645,000 13,696,000 726,000 1,905,000 14,162,000 16,067,000 ( 3,013,000 ) 1980 12/01/15
+Added: Franciscan Healthcare Center Louisville, KY 10,273,000 808,000 8,439,000 1,855,000 910,000 10,192,000 11,102,000 ( 2,117,000 ) 1975 12/01/15
+Added: Blair Ridge Health Campus Peru, IN 7,503,000 734,000 11,648,000 738,000 773,000 12,347,000 13,120,000 ( 2,696,000 ) 2001 12/01/15
+Added: Glen Oaks Health Campus New Castle, IN 5,002,000 384,000 8,189,000 247,000 413,000 8,407,000 8,820,000 ( 1,547,000 ) 2011 12/01/15
+Added: Covered Bridge Health Campus Seymour, IN (c) 386,000 9,699,000 831,000 45,000 10,871,000 10,916,000 ( 2,055,000 ) 2002 12/01/15
+Added: Stonebridge Health Campus Bedford, IN 9,615,000 1,087,000 7,965,000 679,000 1,144,000 8,587,000 9,731,000 ( 1,684,000 ) 2004 12/01/15
+Added: RiverOaks Health Campus Princeton, IN 14,330,000 440,000 8,953,000 1,450,000 472,000 10,371,000 10,843,000 ( 1,835,000 ) 2004 12/01/15
+Added: Park Terrace Health Campus Louisville, KY (c) 2,177,000 7,626,000 1,298,000 2,177,000 8,924,000 11,101,000 ( 1,850,000 ) 1977 12/01/15
+Added: Cobblestone Crossing Terre Haute, IN (c) 1,462,000 13,860,000 5,722,000 1,510,000 19,534,000 21,044,000 ( 3,615,000 ) 2008 12/01/15
+Added: Creasy Springs Health Campus Lafayette, IN 15,871,000 2,111,000 14,337,000 6,073,000 2,431,000 20,090,000 22,521,000 ( 3,724,000 ) 2010 12/01/15
Avalon Springs Health Campus Valparaiso, IN 17,263,000 1,542,000 14,107,000 180,000 1,575,000 14,254,000 15,829,000 ( 2,696,000 ) 2012 12/01/15
−Removed: Prairie Lakes Health Campus
−Removed: Noblesville, IN 8,901,000 2,204,000 13,227,000 737,000 2,342,000 13,826,000 16,168,000 ( 2,223,000 ) 2010 12/01/15
−Removed: RidgeWood Health Campus
−Removed: Lawrenceburg, IN
−Removed: 13,804,000 1,240,000 16,118,000 200,000 1,261,000 16,297,000 17,558,000 ( 2,581,000 ) 2009 12/01/15
+Added: Prairie Lakes Health Campus Noblesville, IN 8,716,000 2,204,000 13,227,000 492,000 2,342,000 13,581,000 15,923,000 ( 2,612,000 ) 2010 12/01/15
+Added: RidgeWood Health Campus Lawrenceburg, IN 13,545,000 1,240,000 16,118,000 353,000 1,261,000 16,450,000 17,711,000 ( 3,023,000 ) 2009 12/01/15
+Added: Westport Place Health Campus Louisville, KY (c) 1,245,000 9,946,000 445,000 1,262,000 10,374,000 11,636,000 ( 1,867,000 ) 2011 12/01/15
+Added: Paddock Springs Warsaw, IN 13,195,000 488,000 — 10,602,000 654,000 10,436,000 11,090,000 ( 1,140,000 ) 2019 02/14/19
+Added: Amber Manor Care Center Petersburg, IN 5,508,000 446,000 6,063,000 516,000 515,000 6,510,000 7,025,000 ( 1,300,000 ) 1990 12/01/15
+Added: The Meadows of Leipsic Health Campus Leipsic, OH (c) 1,242,000 6,988,000 779,000 1,317,000 7,692,000 9,009,000 ( 1,541,000 ) 1986 12/01/15
+Added: Springview Manor Lima, OH (c) 260,000 3,968,000 502,000 300,000 4,430,000 4,730,000 ( 831,000 ) 1978 12/01/15
+Added: Willows at Bellevue Bellevue, OH 16,169,000 587,000 15,575,000 1,214,000 790,000 16,586,000 17,376,000 ( 3,197,000 ) 2008 12/01/15
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Westport Place Health Campus Louisville, KY (c) $ 1,245,000 $ 9,946,000 $ 113,000 $ 1,262,000 $ 10,042,000 $ 11,304,000 $ ( 1,588,000 ) 2011 12/01/15
−Removed: Paddock Springs Warsaw, IN $ 8,762,000 488,000 — 10,602,000 654,000 10,436,000 11,090,000 ( 848,000 ) 2019 02/14/19
−Removed: Amber Manor Care Center Petersburg, IN 5,623,000 446,000 6,063,000 354,000 515,000 6,348,000 6,863,000 ( 1,100,000 ) 1990 12/01/15
−Removed: The Meadows of Leipsic Health Campus Leipsic, OH (c) 1,242,000 6,988,000 689,000 1,317,000 7,602,000 8,919,000 ( 1,295,000 ) 1986 12/01/15
−Removed: Springview Manor Lima, OH (c) 260,000 3,968,000 333,000 278,000 4,283,000 4,561,000 ( 688,000 ) 1978 12/01/15
−Removed: Willows at Bellevue Bellevue, OH 16,507,000 587,000 15,575,000 1,176,000 788,000 16,550,000 17,338,000 ( 2,684,000 ) 2008 12/01/15
Briar Hill Health Campus North Baltimore, OH (c) $ 673,000 $ 2,688,000 $ 484,000 $ 752,000 $ 3,093,000 $ 3,845,000 $ ( 676,000 ) 1977 12/01/15
2 unchanged sentences
Westlake Health Campus Commerce, MI 14,113,000 815,000 13,502,000 ( 9,000 ) 547,000 13,761,000 14,308,000 ( 2,543,000 ) 2011 12/01/15
−Removed: Springhurst Health Campus Greenfield, IN 20,011,000 931,000 14,114,000 3,110,000 2,241,000 15,914,000 18,155,000 ( 3,010,000 ) 2007 12/01/15
+Added: Springhurst Health Campus Greenfield, IN 19,614,000 931,000 14,114,000 3,464,000 2,299,000 16,210,000 18,509,000 ( 3,665,000 ) 2007 12/01/15 and 05/16/17
Glen Ridge Health Campus Louisville, KY (c) 1,208,000 9,771,000 2,469,000 1,333,000 12,115,000 13,448,000 ( 2,325,000 ) 2006 12/01/15
3 unchanged sentences
Senior Living at Forest Ridge New Castle, IN (c) 204,000 5,470,000 278,000 325,000 5,627,000 5,952,000 ( 1,079,000 ) 2005 12/01/15
−Removed: Highland Oaks Health Center McConnelsville, OH (c) 880,000 1,803,000 1,149,000 1,316,000 2,516,000 3,832,000 ( 543,000 ) 1978 12/01/15
River Terrace Health Campus Madison, IN (c) — 13,378,000 4,272,000 76,000 17,574,000 17,650,000 ( 3,382,000 ) 2016 03/28/16
−Removed: Charles Health Campus Jasper, IN 11,531,000 467,000 14,532,000 1,564,000 558,000 16,005,000 16,563,000 ( 2,551,000 ) 2000 06/24/16
+Added: Charles Health Campus Jasper, IN 11,295,000 467,000 14,532,000 2,215,000 558,000 16,656,000 17,214,000 ( 3,102,000 ) 2000 06/24/16 and 06/30/16
Bethany Pointe Health Campus Anderson, IN 19,357,000 2,337,000 26,524,000 2,717,000 2,539,000 29,039,000 31,578,000 ( 5,579,000 ) 1999 06/30/16
River Pointe Health Campus Evansville, IN 13,905,000 1,118,000 14,736,000 1,485,000 1,131,000 16,208,000 17,339,000 ( 3,247,000 ) 1999 06/30/16
+Added: Waterford Place Health Campus Kokomo, IN 14,720,000 1,219,000 18,557,000 2,277,000 1,772,000 20,281,000 22,053,000 ( 3,968,000 ) 2000/2022 06/30/16
+Added: Autumn Woods Health Campus New Albany, IN (c) 1,016,000 13,414,000 1,862,000 1,048,000 15,244,000 16,292,000 ( 3,219,000 ) 2000 06/30/16
+Added: Oakwood Health Campus Tell City, IN 9,036,000 783,000 11,880,000 1,187,000 874,000 12,976,000 13,850,000 ( 2,768,000 ) 2000 06/30/16
+Added: Cedar Ridge Health Campus Cynthiana, KY (c) 102,000 8,435,000 3,608,000 205,000 11,940,000 12,145,000 ( 2,794,000 ) 2005 06/30/16
+Added: Aspen Place Health Campus Greensburg, IN 9,367,000 980,000 10,970,000 896,000 1,212,000 11,634,000 12,846,000 ( 2,278,000 ) 2012 08/16/16
+Added: The Willows at East Lansing East Lansing, MI 16,186,000 1,449,000 15,161,000 1,495,000 1,496,000 16,609,000 18,105,000 ( 3,386,000 ) 2014 08/16/16
+Added: The Willows at Howell Howell, MI (c) 1,051,000 12,099,000 6,677,000 1,158,000 18,669,000 19,827,000 ( 2,881,000 ) 2015 08/16/16
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Waterford Place Health Campus
−Removed: $ 15,027,000 $ 1,219,000 $ 18,557,000 $ 1,493,000 $ 1,448,000 $ 19,821,000 $ 21,269,000 $ ( 3,324,000 ) 2000 06/30/16
−Removed: Autumn Woods Health Campus
−Removed: New Albany, IN
−Removed: (c) 1,016,000 13,414,000 1,794,000 1,048,000 15,176,000 16,224,000 ( 2,698,000 ) 2000 06/30/16
−Removed: Oakwood Health Campus
−Removed: Tell City, IN
−Removed: 9,225,000 783,000 11,880,000 1,136,000 874,000 12,925,000 13,799,000 ( 2,330,000 ) 2000 06/30/16
−Removed: Cedar Ridge Health Campus
−Removed: Cynthiana, KY
−Removed: (c) 102,000 8,435,000 3,598,000 205,000 11,930,000 12,135,000 ( 2,299,000 ) 2005 06/30/16
−Removed: Aspen Place Health Campus
−Removed: Greensburg, IN
−Removed: 9,540,000 980,000 10,970,000 885,000 1,212,000 11,623,000 12,835,000 ( 1,890,000 ) 2012 08/16/16
−Removed: The Willows at East Lansing
−Removed: East Lansing, MI
−Removed: 16,484,000 1,449,000 15,161,000 1,486,000 1,496,000 16,600,000 18,096,000 ( 2,844,000 ) 2014 08/16/16
−Removed: The Willows at Howell
−Removed: (c) 1,051,000 12,099,000 6,643,000 1,123,000 18,670,000 19,793,000 ( 2,340,000 ) 2015 08/16/16
−Removed: The Willows at Okemos
−Removed: 7,555,000 1,171,000 12,326,000 791,000 1,210,000 13,078,000 14,288,000 ( 2,319,000 ) 2014 08/16/16
−Removed: Shelby Crossing Health Campus
−Removed: 17,324,000 2,533,000 18,440,000 2,011,000 2,612,000 20,372,000 22,984,000 ( 3,728,000 ) 2013 08/16/16
+Added: The Willows at Okemos Okemos, MI $ 7,419,000 $ 1,171,000 $ 12,326,000 $ 799,000 $ 1,210,000 $ 13,086,000 $ 14,296,000 $ ( 2,722,000 ) 2014 08/16/16
+Added: Shelby Crossing Health Campus Macomb, MI 17,010,000 2,533,000 18,440,000 2,224,000 2,614,000 20,583,000 23,197,000 ( 4,428,000 ) 2013 08/16/16
Village Green Healthcare Center Greenville, OH 6,894,000 355,000 9,696,000 770,000 405,000 10,416,000 10,821,000 ( 1,956,000 ) 2014 08/16/16
−Removed: The Oaks at Northpointe
−Removed: Zanesville, OH
−Removed: (c) 624,000 11,665,000 989,000 650,000 12,628,000 13,278,000 ( 2,155,000 ) 2013 08/16/16
−Removed: The Oaks at Bethesda
−Removed: Zanesville, OH
−Removed: 4,585,000 714,000 10,791,000 679,000 743,000 11,441,000 12,184,000 ( 1,893,000 ) 2013 08/16/16
−Removed: White Oak Health Campus Monticello, IN (c) 1,005,000 13,207,000 14,000 1,005,000 13,221,000 14,226,000 ( 1,255,000 ) 2010 09/23/16
+Added: The Oaks at Northpointe Zanesville, OH (c) 624,000 11,665,000 1,079,000 722,000 12,646,000 13,368,000 ( 2,559,000 ) 2013 08/16/16
+Added: The Oaks at Bethesda Zanesville, OH 4,502,000 714,000 10,791,000 834,000 812,000 11,527,000 12,339,000 ( 2,252,000 ) 2013 08/16/16
+Added: White Oak Health Campus Monticello, IN (c) 1,005,000 13,207,000 24,000 1,005,000 13,231,000 14,236,000 ( 1,711,000 ) 2010 09/23/16 and 07/30/20
Woodmont Health Campus Boonville, IN 7,731,000 790,000 9,633,000 1,096,000 1,010,000 10,509,000 11,519,000 ( 2,194,000 ) 2000 02/01/17
−Removed: Silver Oaks Health Campus
−Removed: (c) 1,776,000 21,420,000 1,434,000 1,000 24,629,000 24,630,000 ( 4,062,000 ) 2001 02/01/17
−Removed: Thornton Terrace Health Campus
−Removed: 5,580,000 764,000 9,209,000 879,000 826,000 10,026,000 10,852,000 ( 1,707,000 ) 2003 02/01/17
−Removed: The Willows at Hamburg
−Removed: Lexington, KY
−Removed: 11,618,000 1,740,000 13,422,000 574,000 1,775,000 13,961,000 15,736,000 ( 2,015,000 ) 2012 02/01/17
−Removed: The Lakes at Monclova
−Removed: 19,591,000 2,869,000 12,855,000 10,232,000 3,186,000 22,770,000 25,956,000 ( 2,443,000 ) 2013 12/01/17
−Removed: The Willows at Willard
−Removed: (c) 610,000 12,256,000 9,568,000 213,000 22,221,000 22,434,000 ( 2,811,000 ) 2012 02/01/17
+Added: Silver Oaks Health Campus Columbus, IN (c) 1,776,000 21,420,000 1,457,000 1,000 24,652,000 24,653,000 ( 4,795,000 ) 2001 02/01/17
+Added: Thornton Terrace Health Campus Hanover, IN 5,479,000 764,000 9,209,000 1,149,000 845,000 10,277,000 11,122,000 ( 2,025,000 ) 2003 02/01/17
+Added: The Willows at Hamburg Lexington, KY 11,409,000 1,740,000 13,422,000 715,000 1,775,000 14,102,000 15,877,000 ( 2,437,000 ) 2012 02/01/17
+Added: The Lakes at Monclova Monclova, OH 19,442,000 2,869,000 12,855,000 10,250,000 3,186,000 22,788,000 25,974,000 ( 3,163,000 ) 2013 12/01/17
+Added: The Willows at Willard Willard, OH (c) 610,000 12,256,000 9,734,000 213,000 22,387,000 22,600,000 ( 3,537,000 ) 2012 02/01/17
+Added: Westlake Health Campus — Commerce Villa Commerce, MI (c) 261,000 6,610,000 1,230,000 553,000 7,548,000 8,101,000 ( 1,209,000 ) 2017 11/17/17
+Added: Orchard Grove Health Campus Romeo, MI 27,814,000 2,065,000 11,510,000 17,997,000 3,454,000 28,118,000 31,572,000 ( 2,997,000 ) 2016 07/20/18 and 11/30/17
+Added: The Meadows of Ottawa Ottawa, OH — 695,000 7,752,000 984,000 728,000 8,703,000 9,431,000 ( 1,421,000 ) 2014 12/15/17
+Added: Valley View Healthcare Center Fremont, OH 10,453,000 930,000 7,635,000 1,508,000 1,089,000 8,984,000 10,073,000 ( 1,100,000 ) 2017 07/20/18
+Added: Novi Lakes Health Campus Novi, MI 12,395,000 1,654,000 7,494,000 2,704,000 1,702,000 10,150,000 11,852,000 ( 2,026,000 ) 2016 07/20/18
+Added: The Willows at Fritz Farm Lexington, KY 9,101,000 1,538,000 8,637,000 434,000 1,563,000 9,046,000 10,609,000 ( 1,069,000 ) 2017 07/20/18
+Added: Trilogy Real Estate Gahanna Gahanna, OH (c) 1,146,000 — 16,757,000 1,202,000 16,701,000 17,903,000 ( 932,000 ) 2020 11/13/20
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Westlake Health Campus — Commerce Villa
−Removed: Commerce, MI (c) $ 261,000 $ 6,610,000 $ 1,228,000 $ 553,000 $ 7,546,000 $ 8,099,000 ( 965,000 ) 2017 11/17/17
−Removed: Orchard Grove Health Campus Romeo, MI $ 25,737,000 2,065,000 11,510,000 17,998,000 3,441,000 28,132,000 31,573,000 ( 2,100,000 ) 2016 07/20/18 and 11/30/17
−Removed: The Meadows of Ottawa Ottawa, OH (c) 695,000 7,752,000 666,000 728,000 8,385,000 9,113,000 ( 1,133,000 ) 2014 12/15/17
−Removed: Valley View Healthcare Center Fremont, OH 10,666,000 930,000 7,635,000 1,496,000 1,089,000 8,972,000 10,061,000 ( 850,000 ) 2017 07/20/18
−Removed: Novi Lakes Health Campus Novi, MI 12,628,000 1,654,000 7,494,000 2,649,000 1,663,000 10,134,000 11,797,000 ( 1,639,000 ) 2016 07/20/18
−Removed: The Willows at Fritz Farm Lexington, KY 9,280,000 1,538,000 8,637,000 425,000 1,563,000 9,037,000 10,600,000 ( 823,000 ) 2017 07/20/18
−Removed: Trilogy Real Estate Gahanna, LLC Gahanna, OH 14,325,000 1,146,000 — 16,741,000 1,202,000 16,685,000 17,887,000 ( 502,000 ) 2020 11/13/20
Oaks at Byron Center Byron Center, MI $ 14,343,000 $ 2,000,000 $ — $ 15,854,000 $ 2,193,000 $ 15,661,000 $ 17,854,000 $ ( 1,079,000 ) 2020 07/08/20
Harrison Springs Health Campus Corydon, IN (c) 2,017,000 11,487,000 5,789,000 2,301,000 16,992,000 19,293,000 ( 1,236,000 ) 2016/2022 09/05/19
−Removed: The Cloister at Silvercrest New Albany, IN — 139,000 634,000 — 139,000 634,000 773,000 ( 37,000 ) 1940 10/01/19
−Removed: Trilogy Healthcare of Ferdinand II, LLC Ferdinand, IN 11,222,000 — — 14,599,000 — 14,599,000 14,599,000 ( 784,000 ) 2019 11/19/19
−Removed: Trilogy Healthcare of Hilliard, LLC Hilliard, OH 12,239,000 1,702,000 17,976,000 — 1,833,000 17,845,000 19,678,000 ( 37,000 ) 2021 12/08/21
+Added: The Cloister at Silvercrest New Albany, IN (c) 139,000 634,000 1,000 139,000 635,000 774,000 ( 53,000 ) 1940 10/01/19
+Added: Trilogy Healthcare of Ferdinand II Ferdinand, IN 16,805,000 — — 14,602,000 — 14,602,000 14,602,000 ( 1,161,000 ) 2019 11/19/19
Forest Springs Health Campus Louisville, KY (c) 964,000 16,691,000 308,000 997,000 16,966,000 17,963,000 ( 1,154,000 ) 2015 07/30/20
Gateway Springs Health Campus Hamilton, OH 11,505,000 1,277,000 10,923,000 1,596,000 1,417,000 12,379,000 13,796,000 ( 675,000 ) 2020 12/28/20
−Removed: The Meadows of Delphos Kendallville, IN — 1,806,000 9,243,000 — 1,806,000 9,243,000 11,049,000 ( 311,000 ) 2016 01/19/21
−Removed: Delphos, OH 78,587,000 2,345,000 8,150,000 — 2,345,000 8,150,000 10,495,000 ( 353,000 ) 2018 01/19/21
−Removed: Lima, OH — 2,397,000 9,638,000 — 2,397,000 9,638,000 12,035,000 ( 381,000 ) 2018 01/19/21
−Removed: Springfield, OH — 2,803,000 11,928,000 — 2,803,000 11,928,000 14,731,000 ( 451,000 ) 2018 01/19/21
−Removed: Sylvania, OH — 2,548,000 15,059,000 — 2,548,000 15,059,000 17,607,000 ( 585,000 ) 2017 01/19/21
−Removed: Union Township, OH — 2,789,000 12,343,000 — 2,789,000 12,343,000 15,132,000 ( 449,000 ) 2018 01/19/21
+Added: Orchard Pointe Health Campus Kendallville, IN 10,884,000 1,806,000 9,243,000 6,000 1,806,000 9,249,000 11,055,000 ( 657,000 ) 2016 01/19/21
+Added: The Meadows of Delphos Delphos, OH 9,184,000 2,345,000 8,150,000 49,000 2,345,000 8,199,000 10,544,000 ( 740,000 ) 2018 01/19/21
+Added: The Springs of Lima Lima, OH 10,598,000 2,397,000 9,638,000 18,000 2,397,000 9,656,000 12,053,000 ( 798,000 ) 2018 01/19/21
+Added: Wooded Glen Springfield, OH 14,224,000 2,803,000 11,928,000 9,000 2,803,000 11,937,000 14,740,000 ( 944,000 ) 2018 01/19/21
+Added: The Lakes of Sylvania Sylvania, OH 19,190,000 2,548,000 15,059,000 47,000 2,566,000 15,088,000 17,654,000 ( 1,223,000 ) 2017 01/19/21
+Added: The Glen Union Township, OH 14,512,000 2,789,000 12,343,000 21,000 2,789,000 12,364,000 15,153,000 ( 940,000 ) 2018 01/19/21
+Added: Harrison Trial Health Campus Harrison, OH 15,632,000 1,750,000 17,114,000 76,000 2,048,000 16,892,000 18,940,000 ( 787,000 ) 2021 04/28/21
+Added: The Oaks of Belmont Grand Rapids, MI 14,795,000 767,000 17,043,000 55,000 1,058,000 16,807,000 17,865,000 ( 866,000 ) 2021 03/13/21
+Added: Cedar Creek Health Campus Lowell, IN (c) 2,326,000 12,650,000 94,000 2,331,000 12,739,000 15,070,000 ( 486,000 ) 2014 07/07/21
+Added: Auburn MOB (Medical Office) Auburn, CA — 567,000 6,472,000 486,000 567,000 6,958,000 7,525,000 ( 357,000 ) 1997 10/01/21
+Added: Pottsville MOB (Medical Office) Pottsville, PA — 1,478,000 8,854,000 55,000 1,478,000 8,909,000 10,387,000 ( 422,000 ) 2004 10/01/21
+Added: Charlottesville MOB (Medical Office) Charlottesville, VA — 4,902,000 19,741,000 741,000 4,902,000 20,482,000 25,384,000 ( 989,000 ) 2001 10/01/21
+Added: Rochester Hills MOB (Medical Office) Rochester Hills, MI 2,162,000 2,218,000 8,380,000 685,000 2,218,000 9,065,000 11,283,000 ( 503,000 ) 1990 10/01/21
+Added: Cullman MOB III (Medical Office) Cullman, AL — — 19,224,000 201,000 — 19,425,000 19,425,000 ( 765,000 ) 2010 10/01/21
+Added: Iron MOB Portfolio (Medical Office) Cullman, AL — — 14,799,000 1,252,000 — 16,051,000 16,051,000 ( 781,000 ) 1994 10/01/21
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
−Removed: Harrison Trial Health Campus Harrison, OH $ 14,935,000 $ 1,750,000 $ 17,114,000 $ — $ 2,045,000 $ 16,819,000 $ 18,864,000 $ ( 310,000 ) 2021 04/28/21
−Removed: The Oaks of Belmont Grand Rapids, MI 14,512,000 767,000 17,043,000 — 1,058,000 16,752,000 17,810,000 ( 392,000 ) 2021 03/13/21
−Removed: Cedar Creek Health Campus Lowell, IN — 2,326,000 12,650,000 — 2,326,000 12,650,000 14,976,000 ( 160,000 ) 2014 07/07/21
−Removed: Auburn MOB (Medical Office) Auburn, CA — 567,000 6,472,000 192,000 567,000 6,664,000 7,231,000 ( 66,000 ) 1997 10/01/21
−Removed: Pottsville MOB (Medical Office) Pottsville, PA — 1,478,000 8,854,000 — 1,478,000 8,854,000 10,332,000 ( 85,000 ) 2004 10/01/21
−Removed: Charlottesville MOB (Medical Office) Charlottesville, VA — 4,902,000 19,741,000 13,000 4,902,000 19,754,000 24,656,000 ( 222,000 ) 2001 10/01/21
−Removed: Rochester Hills MOB (Medical Office) Rochester Hills, MI 2,492,000 2,218,000 8,380,000 261,000 2,218,000 8,641,000 10,859,000 ( 96,000 ) 1990 10/01/21
−Removed: Cullman MOB III (Medical Office) Cullman, AL — — 19,224,000 226,000 — 19,450,000 19,450,000 ( 160,000 ) 2010 10/01/21
−Removed: Iron MOB Portfolio (Medical Office) Cullman, AL — — 14,799,000 544,000 — 15,343,000 15,343,000 ( 135,000 ) 1994 10/01/21
Cullman, AL $ — $ — $ 12,287,000 $ 330,000 $ — $ 12,617,000 $ 12,617,000 $ ( 588,000 ) 1998 10/01/21
11 unchanged sentences
Millstadt, IL — 259,000 3,980,000 — 259,000 3,980,000 4,239,000 ( 142,000 ) 2004 10/01/21
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: SCHEDULE III — REAL ESTATE AND
−Removed: ACCUMULATED DEPRECIATION — (Continued)
−Removed: December 31, 2021
−Removed: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
−Removed: Description(a) Encumbrances Land Buildings and
−Removed: Improvements Cost
−Removed: Subsequent to
−Removed: Acquisition(b) Land Buildings and
−Removed: Improvements Total(e) Accumulated
−Removed: (g)(h) Date of
−Removed: Construction Date
Red Bud, IL — 690,000 5,175,000 — 690,000 5,175,000 5,865,000 ( 184,000 ) 2006 10/01/21
6 unchanged sentences
Trumbull, CT — 2,797,000 10,400,000 52,000 2,797,000 10,452,000 13,249,000 ( 644,000 ) 1987 10/01/21
−Removed: Central Florida Senior Housing Portfolio (SHOP) Bradenton, FL — 1,325,000 7,871,000 37,000 1,325,000 7,908,000 9,233,000 ( 54,000 ) 1973/1983 10/01/21
−Removed: Brooksville, FL — 1,545,000 11,107,000 6,000 1,545,000 11,113,000 12,658,000 ( 83,000 ) 1960/2007 10/01/21
−Removed: Brooksville, FL — 756,000 6,939,000 81,000 756,000 7,020,000 7,776,000 ( 51,000 ) 2008 10/01/21
+Added: Central Florida Senior Housing Portfolio (SHOP) Brooksville, FL — 1,545,000 11,107,000 ( 4,421,000 ) — 8,231,000 8,231,000 ( 432,000 ) 1960/2007 10/01/21
Lake Placid, FL — 590,000 2,847,000 ( 106,000 ) 279,000 3,052,000 3,331,000 ( 99,000 ) 2008 10/01/21
Lakeland, FL — 383,000 15,622,000 ( 7,986,000 ) — 8,019,000 8,019,000 ( 518,000 ) 1985 10/01/21
−Removed: Pinellas Park, FL — 1,065,000 7,610,000 38,000 1,065,000 7,648,000 8,713,000 ( 53,000 ) 2016 10/01/21
−Removed: Sanford, FL — 1,803,000 9,504,000 90,000 1,803,000 9,594,000 11,397,000 ( 66,000 ) 1984 10/01/21
−Removed: Spring Hill, FL — 2,623,000 12,200,000 19,000 2,623,000 12,219,000 14,842,000 ( 90,000 ) 1988 10/01/21
−Removed: Winter Haven, FL — 2,654,000 19,811,000 803,000 2,654,000 20,614,000 23,268,000 ( 140,000 ) 1984 10/01/21
−Removed: Central Wisconsin Senior Care Portfolio (Skilled Nursing) Sun Prairie, WI — 543,000 2,587,000 — 543,000 2,587,000 3,130,000 ( 22,000 ) 1960/2006 10/01/21
−Removed: Waunakee, WI — 2,171,000 10,198,000 30,000 2,171,000 10,228,000 12,399,000 ( 87,000 ) 1974/2005 10/01/21
−Removed: Sauk Prairie MOB (Medical Office) Prairie du Sac, WI — 2,044,000 19,669,000 333,000 2,044,000 20,002,000 22,046,000 ( 173,000 ) 2014 10/01/21
−Removed: Surprise MOB (Medical Office) Surprise, AZ — 1,827,000 10,968,000 353,000 1,827,000 11,321,000 13,148,000 ( 116,000 ) 2012 10/01/21
−Removed: Southfield MOB (Medical Office) Southfield, MI 5,662,000 1,634,000 16,550,000 182,000 1,634,000 16,732,000 18,366,000 ( 198,000 ) 1975/2014 10/01/21
−Removed: Pinnacle Beaumont ALF (SHOP) Beaumont, TX — 1,775,000 17,541,000 ( 2,000 ) 1,775,000 17,539,000 19,314,000 ( 118,000 ) 2012 10/01/21
−Removed: Grand Junction MOB (Medical Office) Grand Junction, CO — 2,460,000 34,188,000 — 2,460,000 34,188,000 36,648,000 ( 305,000 ) 2013 10/01/21
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
+Added: Pinellas Park, FL $ — $ 1,065,000 $ 7,610,000 $ ( 1,387,000 ) $ — $ 7,288,000 $ 7,288,000 $ ( 278,000 ) 2016 10/01/21
+Added: Spring Hill, FL — 2,623,000 12,200,000 ( 7,639,000 ) — 7,184,000 7,184,000 ( 450,000 ) 1988 10/01/21
+Added: Winter Haven, FL — 2,654,000 19,811,000 ( 2,749,000 ) — 19,716,000 19,716,000 ( 727,000 ) 1984 10/01/21
+Added: Central Wisconsin Senior Care Portfolio (Skilled Nursing) Sun Prairie, WI — 543,000 2,587,000 — 543,000 2,587,000 3,130,000 ( 111,000 ) 1960/2006 10/01/21
+Added: Waunakee, WI — 2,171,000 10,198,000 30,000 2,171,000 10,228,000 12,399,000 ( 434,000 ) 1974/2005 10/01/21
+Added: Sauk Prairie MOB (Medical Office) Prairie du Sac, WI — 2,044,000 19,669,000 366,000 2,044,000 20,035,000 22,079,000 ( 866,000 ) 2014 10/01/21
+Added: Surprise MOB (Medical Office) Surprise, AZ — 1,827,000 10,968,000 494,000 1,827,000 11,462,000 13,289,000 ( 533,000 ) 2012 10/01/21
+Added: Southfield MOB (Medical Office) Southfield, MI 5,538,000 1,634,000 16,550,000 877,000 1,634,000 17,427,000 19,061,000 ( 989,000 ) 1975/2014 10/01/21
+Added: Pinnacle Beaumont ALF (SHOP) Beaumont, TX — 1,775,000 17,541,000 19,000 1,775,000 17,560,000 19,335,000 ( 589,000 ) 2012 10/01/21
+Added: Grand Junction MOB (Medical Office) Grand Junction, CO — 2,460,000 34,188,000 22,000 2,460,000 34,210,000 36,670,000 ( 1,527,000 ) 2013 10/01/21
Edmonds MOB (Medical Office) Edmonds, WA — 4,523,000 22,414,000 301,000 4,523,000 22,715,000 27,238,000 ( 1,015,000 ) 1991/2008 10/01/21
11 unchanged sentences
Flemington, NJ — 578,000 3,340,000 209,000 578,000 3,549,000 4,127,000 ( 195,000 ) 1993 10/01/21
−Removed: Lawrenceville MOB II (Medical Office) Lawrenceville, GA — 1,058,000 9,709,000 197,000 1,058,000 9,906,000 10,964,000 ( 116,000 ) 1990 10/01/21
−Removed: Mill Creek MOB (Medical Office) Mill Creek, WA — 1,344,000 7,516,000 28,000 1,344,000 7,544,000 8,888,000 ( 69,000 ) 1991 10/01/21
−Removed: Modesto MOB (Medical Office) Modesto, CA — — 16,065,000 8,000 — 16,073,000 16,073,000 ( 141,000 ) 1991/2016 10/01/21
−Removed: Michigan ALF Portfolio (Senior Housing) Grand Rapids, MI — 1,196,000 8,955,000 — 1,196,000 8,955,000 10,151,000 ( 69,000 ) 1953/2016 10/01/21
−Removed: Grand Rapids, MI 9,990,000 1,291,000 11,308,000 — 1,291,000 11,308,000 12,599,000 ( 87,000 ) 1989 10/01/21
−Removed: Holland, MI — 716,000 6,534,000 — 716,000 6,534,000 7,250,000 ( 58,000 ) 2007/2017 10/01/21
−Removed: Howell, MI — 836,000 4,202,000 — 836,000 4,202,000 5,038,000 ( 32,000 ) 2003 10/01/21
−Removed: Lansing, MI — 1,300,000 11,629,000 — 1,300,000 11,629,000 12,929,000 ( 85,000 ) 1988/2015 10/01/21
−Removed: Wyoming, MI — 1,343,000 13,347,000 — 1,343,000 13,347,000 14,690,000 ( 98,000 ) 1964/2016 10/01/21
−Removed: Lithonia MOB (Medical Office) Lithonia, GA — 1,676,000 10,871,000 263,000 1,676,000 11,134,000 12,810,000 ( 108,000 ) 2015 10/01/21
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
+Added: Lawrenceville MOB II (Medical Office) Lawrenceville, GA $ — $ 1,058,000 $ 9,709,000 $ 278,000 $ 1,058,000 $ 9,987,000 $ 11,045,000 $ ( 567,000 ) 1990 10/01/21
+Added: Mill Creek MOB (Medical Office) Mill Creek, WA — 1,344,000 7,516,000 462,000 1,344,000 7,978,000 9,322,000 ( 327,000 ) 1991 10/01/21
+Added: Modesto MOB (Medical Office) Modesto, CA — — 16,065,000 270,000 — 16,335,000 16,335,000 ( 713,000 ) 1991/2016 10/01/21
+Added: Michigan ALF Portfolio (Senior Housing) Grand Rapids, MI — 1,196,000 8,955,000 — 1,196,000 8,955,000 10,151,000 ( 344,000 ) 1953/2016 10/01/21
+Added: Grand Rapids, MI 9,810,000 1,291,000 11,308,000 — 1,291,000 11,308,000 12,599,000 ( 433,000 ) 1989 10/01/21
+Added: Holland, MI — 716,000 6,534,000 — 716,000 6,534,000 7,250,000 ( 288,000 ) 2007/2017 10/01/21
+Added: Howell, MI — 836,000 4,202,000 — 836,000 4,202,000 5,038,000 ( 161,000 ) 2003 10/01/21
+Added: Lansing, MI — 1,300,000 11,629,000 — 1,300,000 11,629,000 12,929,000 ( 426,000 ) 1988/2015 10/01/21
+Added: Wyoming, MI — 1,343,000 13,347,000 — 1,343,000 13,347,000 14,690,000 ( 490,000 ) 1964/2016 10/01/21
+Added: Lithonia MOB (Medical Office) Lithonia, GA — 1,676,000 10,871,000 329,000 1,676,000 11,200,000 12,876,000 ( 556,000 ) 2015 10/01/21
West Des Moines SNF (Skilled Nursing) West Des Moines, IA — 509,000 3,813,000 — 509,000 3,813,000 4,322,000 ( 144,000 ) 2004 10/01/21
6 unchanged sentences
Bloomington MOB (Medical Office) Bloomington, IL — 2,114,000 17,363,000 — 2,114,000 17,363,000 19,477,000 ( 612,000 ) 1990 10/01/21
−Removed: Memphis MOB (Medical Office) Memphis, TN — 1,215,000 7,075,000 — 1,215,000 7,075,000 8,290,000 ( 62,000 ) 1984 10/01/21
Haverhill MOB (Medical Office) Haverhill, MA — 1,393,000 15,477,000 51,000 1,393,000 15,528,000 16,921,000 ( 832,000 ) 1987 10/01/21
3 unchanged sentences
Colorado Springs, CO — 2,225,000 12,520,000 804,000 2,225,000 13,324,000 15,549,000 ( 601,000 ) 1999 10/01/21
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: SCHEDULE III — REAL ESTATE AND
+Added: ACCUMULATED DEPRECIATION — (Continued)
+Added: December 31, 2022
+Added: Initial Cost to Company Gross Amount of Which Carried at Close of Period(f)
+Added: Description(a) Encumbrances Land Buildings and
+Added: Improvements Cost
+Added: Subsequent to
+Added: Acquisition(b) Land Buildings and
+Added: Improvements Total(e) Accumulated
+Added: (g)(h) Date of
+Added: Construction Date
Catalina West Haven ALF (SHOP) West Haven, UT $ — $ 1,936,000 $ 10,415,000 $ 142,000 $ 1,936,000 $ 10,557,000 $ 12,493,000 $ ( 379,000 ) 2012 10/01/21
5 unchanged sentences
Catalina Madera ALF (SHOP) Madera, CA — 1,312,000 15,299,000 208,000 1,312,000 15,507,000 16,819,000 ( 546,000 ) 2005 10/01/21
−Removed: $ 1,116,216,000 $ 321,587,000 $ 3,197,760,000 $ 283,484,000 $ 329,292,000 $ 3,473,539,000 $ 3,802,831,000 $ ( 423,424,000 )
+Added: The Willows at Springhurst Louisville, KY 20,800,000 1,876,000 12,595,000 ( 649,000 ) 1,946,000 11,876,000 13,822,000 ( 335,000 ) 1979 01/03/22
+Added: Louisville, KY (c) 1,184,000 6,483,000 ( 190,000 ) 1,184,000 6,293,000 7,477,000 ( 181,000 ) 1979 01/03/22
+Added: The Willows at Harrodsburg Harrodsburg, KY 7,125,000 918,000 10,181,000 956,000 1,571,000 10,484,000 12,055,000 ( 220,000 ) 2018 04/29/22
+Added: North River Health Campus Evansville, IN 17,100,000 2,614,000 15,031,000 56,000 2,614,000 15,087,000 17,701,000 ( 321,000 ) 2017 05/20/22
+Added: Trilogy Healthcare of Jefferson II Louisville, KY 14,175,000 2,265,000 14,077,000 44,000 2,265,000 14,121,000 16,386,000 ( 265,000 ) 2018 05/20/22
+Added: Pickerington Health Campus Pickerington, OH 13,050,000 860,000 15,575,000 — 860,000 15,575,000 16,435,000 ( 1,296,000 ) 2019 05/20/22
+Added: Washington Development Project Mt.
+Added: Washington 14,325,000 2,054,000 10,225,000 14,000 2,054,000 10,239,000 12,293,000 ( 213,000 ) 2020 05/20/22
+Added: Silvercrest Health Center New Albany, IN 21,626,000 1,920,000 24,965,000 127,000 1,920,000 25,092,000 27,012,000 ( 292,000 ) 2013 08/01/22
+Added: The Springs of Mooresville Mooresville, IN 9,813,000 1,460,000 12,617,000 15,000 1,460,000 12,632,000 14,092,000 ( 148,000 ) 2016 08/01/22
+Added: Hearthstone Health Campus Bloomington, IN 13,861,000 2,140,000 16,928,000 144,000 2,140,000 17,072,000 19,212,000 ( 211,000 ) 2014 08/01/22
+Added: AHR Texas ALF Portfolio (SHOP) Bell County, TX 14,835,000 1,819,000 11,090,000 12,000 1,819,000 11,102,000 12,921,000 ( 31,000 ) 1998 12/05/22
+Added: Cedar Park, TX 5,852,000 1,347,000 5,250,000 3,000 1,347,000 5,253,000 6,600,000 ( 15,000 ) 1998 12/05/22
+Added: Corpus Christi, TX 14,440,000 1,229,000 12,663,000 1,000 1,229,000 12,664,000 13,893,000 ( 35,000 ) 1997 12/05/22
+Added: League City, TX 15,829,000 1,435,000 15,475,000 1,000 1,435,000 15,476,000 16,911,000 ( 38,000 ) 1999 12/05/22
+Added: Round Rock, TX 21,520,000 2,124,000 14,895,000 7,000 2,124,000 14,902,000 17,026,000 ( 38,000 ) 1997 12/05/22
+Added: Sugarland, TX 28,302,000 2,674,000 12,751,000 2,000 2,674,000 12,753,000 15,427,000 ( 34,000 ) 1999 12/05/22
AMERICAN HEALTHCARE REIT, INC.
10 unchanged sentences
Construction Date
+Added: Tyler, TX $ 9,849,000 $ 1,131,000 $ 10,510,000 $ 1,000 $ 1,131,000 $ 10,511,000 $ 11,642,000 $ ( 30,000 ) 1998 12/05/22
+Added: $ 1,254,479,000 $ 341,884,000 $ 3,353,698,000 $ 299,691,000 $ 341,479,000 $ 3,653,794,000 $ 3,995,273,000 $ ( 535,354,000 )
Leased properties(d) $ — $ 1,130,000 $ 84,944,000 $ 148,149,000 $ 2,304,000 $ 231,920,000 $ 234,224,000 $ ( 118,842,000 )
2 unchanged sentences
$ 1,254,479,000 $ 343,014,000 $ 3,438,642,000 $ 454,790,000 $ 344,359,000 $ 3,892,088,000 $ 4,236,447,000 $ ( 654,838,000 )
−Removed: (a) We own 100 % of our properties as of December 31, 2021, with the exception of Trilogy, Lakeview IN Medical Plaza, Southlake TX Hospital, Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF, Catalina West Haven ALF, Louisiana Senior Housing Portfolio and Catalina Madera ALF.
+Added: (a) We own 100 % of our properties as of December 31, 2022, with the exception of Trilogy, Lakeview IN Medical Plaza, Southlake TX Hospital, Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF, Pinnacle Warrenton ALF and Louisiana Senior Housing Portfolio.
(b) The cost capitalized subsequent to acquisition is shown net of dispositions and impairments.
10 unchanged sentences
Additions 129,254,000
−Removed: Dispositions ( 8,050,000 )
+Added: Dispositions and impairments ( 18,718,000 )
Foreign currency translation adjustment 1,971,000
13 unchanged sentences
$ 4,236,447,000
−Removed: (f) As of December 31, 2021, the unaudited aggregate cost of our properties was $ 3,933,364,000 for federal income tax purposes.
+Added: (f) As of December 31, 2022, the unaudited aggregate cost of our properties was $ 4,085,863,000 for U.S.
+Added: federal income tax purposes.
(g) The changes in accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 are as follows:
1 unchanged sentence
Additions 91,617,000
−Removed: Dispositions ( 7,614,000 )
+Added: Dispositions and impairments ( 4,530,000 )
Foreign currency translation adjustment 287,000
20 unchanged sentences
000-55775) filed June 24, 2021 and incorporated herein by reference)
−Removed: Fourth Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated October 1, 2021 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed October 1, 2021 and incorporated herein by reference)
−Removed: Bylaws of American Healthcare REIT, Inc.
+Added: Fourth Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated October 1, 2021
+Added: Articles of Amendment (Reverse Stock Split) of American Healthcare REIT, Inc., dated November 15 2022 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed November 16.
+Added: 2022 and incorporated herein by reference)
+Added: Articles of Amendment (Par Value Decrease) of American Healthcare REIT, Inc., dated November 15 2022 (included as Exhibit 3.2 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed November 16.
+Added: 2022 and incorporated herein by reference)
+Added: Amended and Restated Bylaws of American Healthcare REIT, Inc.
(included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed October 5, 2021 and incorporated herein by reference)
+Added: 000-55775) filed February 1 7 , 2023 and incorporated herein by reference)
Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc.
3 unchanged sentences
American Healthcare REIT, Inc.
−Removed: Amended and Restated 2015 Incentive Plan , effective as of November 18, 2021
+Added: Amended and Restated 2015 Incentive Plan, effective as of November 18, 2021 (included as Exhibit 10.13 to our Annual Report on Form 10-K (File No.
+Added: 000-55775) filed March 25, 2022 and incorporated herein by reference)
First Amended and Restated Senior Secured Credit Agreement dated as of September 5, 2019, among Trilogy RER, LLC, and certain subsidiaries of Trilogy RER, LLC, Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
4 unchanged sentences
000-55434) filed September 11, 2019 and incorporated herein by reference)
+Added: First Amendment to the First Amended and Restated Senior Secured Credit Agreement and dated as of April 30, 2021, among Trilogy RER, LLC, and certain subsidiaries of Trilogy RER, LLC, Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
+Added: and The Huntington National Bank
+Added: Second Amendment to the First Amended and Restated Senior Secured Credit Agreement and dated as of September 29 , 202 1 , among Trilogy RER, LLC, and certain subsidiaries of Trilogy RER, LLC, Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
+Added: and The Huntington National Bank
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: EXHIBITS LIST — (Continued)
+Added: December 31, 2022
+Added: Third Amendment to the First Amended and Restated Senior Secured Credit Agreement and Amendment to Unconditional Guaranty of Payment and Performance dated as of December 20, 2022, among Trilogy RER, LLC, and certain subsidiaries of Trilogy RER, LLC, Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time, CIT Bank, N.A., Regions Bank, KeyBanc Capital Markets, Inc., Regions Capital Markets, Bank of America, N.A.
+Added: and The Huntington National Bank
Form of Indemnification Agreement (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
7 unchanged sentences
000-55434) filed October 1, 2021 and incorporated herein by reference)
−Removed: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
−Removed: and Jeffrey T.
−Removed: Hanson (included as Exhibit 10.2 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
−Removed: 000-55434) filed October 1, 2021 and incorporated herein by reference)
−Removed: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
−Removed: and Danny Prosky (included as Exhibit 10.3 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
−Removed: 000-55434) filed October 1, 2021 and incorporated herein by reference)
−Removed: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
−Removed: and Mathieu B.
−Removed: Streiff (included as Exhibit 10.4 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
−Removed: 000-55434) filed October 1, 2021 and incorporated herein by reference)
−Removed: AMERICAN HEALTHCARE REIT, INC.
−Removed: EXHIBITS LIST — (Continued)
−Removed: December 31, 2021
−Removed: Offer Letter, dated October 1, 2021, between Griffin-American Healthcare REIT III, Inc.
−Removed: Peay (included as Exhibit 10.5 to Griffin-American Healthcare REIT III, Inc.’s Current Report on Form 8-K (File No.
−Removed: 000-55434) filed October 1, 2021 and incorporated herein by reference)
−Removed: American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan, effective as of November 18, 2021
−Removed: Eighth Amended and Restated Limited Liability Company Agreement of Trilogy REIT Holdings, LLC dated as of December 31, 2021, entered into by and among Trilogy Real Estate Investment Trust, Trilogy Management Services, LLC and Members, effective as of December 31, 2021
+Added: American Healthcare Opps Holdings, LLC Executive Severance and Change in Control Plan, effective as of November 18, 2021 (included as Exhibit 10.12 to our Annual Report on Form 10-K (File No.
+Added: 000-55775) filed March 25, 2022 and incorporated herein by reference)
+Added: Eighth Amended and Restated Limited Liability Company Agreement of Trilogy REIT Holdings, LLC dated as of December 31, 2021, entered into by and among Trilogy Real Estate Investment Trust, Trilogy Management Services, LLC and Members, effective as of December 31, 2021 (included as Exhibit 10.1 3 to our Annual Report on Form 10-K (File No.
+Added: 000-55775) filed March 25, 2022 and incorporated herein by reference)
Amended and Restated Credit Agreement by and among American Healthcare REIT Holdings, L.P., American Healthcare REIT, Inc.
and certain subsidiaries, Bank of America, N.A., KeyBank, National Association, Citizens Bank, National Association, Bank of the West, Fifth Third Bank, National Association, Truist Bank, Regions Bank, KeyBanc Capital Markets and BofA Securities, Inc.
−Removed: dated January 19, 2022 (included as Exhibit 10.1 to our Current Report on Form 8-K (File N o.
−Removed: 000-055775) f iled January 25, 2 022 and incorporated herein by reference)
−Removed: Transition Services Agreement by and among American Healthcare REIT, Inc., American Healthcare Opps Holdings, LLC and Jeffrey T.
−Removed: Hanson, dated March 24 , 2022
+Added: dated January 19, 2022 (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
+Added: 000-055775) filed January 25, 2022 and incorporated herein by reference)
Subsidiaries of American Healthcare REIT, Inc.
13 unchanged sentences
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: AMERICAN HEALTHCARE REIT, INC.
+Added: EXHIBITS LIST — (Continued)
+Added: December 31, 2022
* Filed herewith.
19 unchanged sentences
By /s/ J EFFREY T.
−Removed: Executive Chairman of the Board of Directors
+Added: Non-Executive Chairman of the Board of Directors
March 17, 2023
By /s/ M ATHIEU B.
−Removed: Chief Operating Officer and Director
March 17, 2023
+Added: By /s/ S COTT E STES
+Added: Independent Director
+Added: March 17, 2023
By /s/ B RIAN J.
8 unchanged sentences
March 17, 2023
+Added: By /s/ M ARVIN R.
+Added: Independent Director
+Added: March 17, 2023
+Added: By /s/ V ALERIE R ICHARDSON
+Added: Independent Director
+Added: Valerie Richardson
+Added: March 17, 2023
By /s/ G ERALD W.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.