American Healthcare REIT, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc. and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2023 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or SEC, on March 22, 2024. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of March 31, 2024 and December 31, 2023, together with our results of operations and cash flows for the three months ended March 31, 2024 and 2023. Our results of operations and financial condition, as reflected in the accompanying condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the ongoing viability of our tenants and residents. During the quarter ended December 31, 2023, we modified how we evaluate our business and make resource allocations, and therefore determined that we operate through four reportable business segments: integrated senior health campuses, outpatient medical, or OM, (which was formerly known as medical office buildings, or MOBs), triple-net leased properties and SHOP. All segment information included in this Quarterly Report on Form 10-Q has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM. The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations. Forward-Looking Statements Certain statements contained in this report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (collectively with the “Securities Act and Exchange Act, or the Acts”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets, including our option to purchase the minority membership interest in Trilogy REIT Holdings; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates, including uncertainties about whether and when interest rates will continue to increase, and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; and those risks identified in Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024, this Quarterly Report on Form 10-Q, and any future filings we make with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC. 35 Table of Contents Overview and Background American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities. We have built a fully-integrated management platform, with approximately 112 employees, that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man. 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). 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; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. 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. Operating Partnership We conduct substantially all of our operations through our operating partnership, and we are the sole general partner of our operating partnership. As of March 31, 2024 and December 31, 2023 , we owned approximately 97.4% and 95.0%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited OP units were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our directors; Platform Healthcare Investor TII, LLC; Flaherty Trust; and a wholly-owned subsidiary of Griffin Capital Company, LLC. See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to our accompanying condensed consolidated financial statements for a further discussion of the ownership in our operating partnership. Public Offerings and Listing We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings. Our initial public offerings were terminated as of April 2019. On February 9, 2024, pursuant to a Registration Statement filed with the SEC on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. These shares are listed on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024. See Note 12, Equity, to our accompanying condensed consolidated financial statements, for a further discussion of our public offerings. Following the closing of the 2024 Offering, we are presenting Common Stock, Class T common stock and Class I common stock, or collectively, common stock, as separate classes within our condensed consolidated balance sheets and condensed consolidated statements of equity. Any references to “Common Stock” in this Quarterly Report on Form 10-Q refer to our NYSE-listed shares sold through the 2024 Offering, whereas Class T common stock and Class I common stock refer to classes of common stock that are not listed. This applies to all historical periods presented herein. Our Real Estate Investments Portfolio We currently operate through four reportable business segments: integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties. As of March 31, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, representing approximately 19,451,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,566,829,000. In addition, as of March 31, 2024, we also owned a real estate-related debt investment purchased for $60,429,000. Critical Accounting Estimates Our accompanying condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an ongoing basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, 36 Table of Contents perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024, and there have been no material changes to our Critical Accounting Estimates as disclosed therein, except as included within Note 2, Summary of Significant Accounting Policies, to our accompanying condensed consolidated financial statements. Interim Unaudited Financial Data For a discussion of interim unaudited financial data, see Note 2, Summary of Significant Accounting Policies — Interim Unaudited Financial Data, to our accompanying condensed consolidated financial statements. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. Acquisitions and Dispositions in 2024 For a discussion of our acquisitions and dispositions of investments in 2024, see Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations, to our accompanying condensed consolidated financial statements. Factors Which May Influence Results of Operations Other than the effects of inflation discussed below, as well as other national economic conditions affecting real estate generally, and as otherwise disclosed in our risk factors, we are not aware of any material trends or uncertainties that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, disposition, management and operation of our properties. For a further discussion of these and other factors that could impact our future results or performance, see “Forward-Looking Statements” above and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q and those Risk Factors previously disclosed in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024. Inflation During the three months ended March 31, 2024 and 2023, inflation has affected our operations. The annual rate of inflation in the United States was 3.5% in March 2024, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our integrated senior health campuses and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, we had our RIDEA managers bill higher than average annual rent and care fee increases for existing residents in 2023 and 2024, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our integrated senior health campuses and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time. For properties that are not operated under a RIDEA structure, there are provisions in the majority of our tenant leases that help us mitigate the impact of inflation. These provisions include negotiated rental increases, which historically range from 2% to 3% per year, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements. However, due to the long-term nature of existing leases, among other factors, the leases may not reset frequently enough to cover inflation. In addition, inflation also caused, and may continue to cause, an increase in the cost of our variable-rate debt due to rising interest rates. See Item 3, Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk, of this Quarterly Report on Form 10-Q for further discussion. Scheduled Lease Expirations Excluding our SHOP and integrated senior health campuses, as of March 31, 2024, our properties were 91.0% leased, and, during the remainder of 2024, 6.5% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next twelve months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of March 31, 2024, our remaining weighted average lease term was 6.7 years, excluding our SHOP and integrated senior health campuses. Our combined SHOP and integrated senior health campuses were 85.5% leased as of March 31, 2024. Substantially all of our leases with residents at such properties are for a term of one year or less. 37 Table of Contents Results of Operations Comparison of Three Months Ended March 31, 2024 and 2023 Our operating results are primarily comprised of income derived from our portfolio of properties and expenses in connection with the acquisition and operation of such properties. Our primary sources of revenue include rent generated by our leased, non-RIDEA properties and resident fees and services revenue from our RIDEA properties. Our primary expenses include property operating expenses and rental expenses. In general, we expect such revenues and expenses related to our portfolio of RIDEA properties to increase in the future due to an overall increase in occupancies, resident fees and pricing of care services provided. 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. As of March 31, 2024, we operated through four reportable business segments: integrated senior health campuses, OM, SHOP and triple-net leased properties. The most significant drivers behind changes in our consolidated results of operations for the three months ended March 31, 2024 compared to the corresponding period in 2023 were primarily due to the increase in resident occupancies and billing rates, partially offset by the adverse effect of inflation, which resulted in increases in the cost of labor, services, energy and supplies; our acquisitions and dispositions of investments subsequent to March 31, 2023; and the transition of the operations of certain leased senior housing and skilled nursing facilities from triple-net leased properties to a RIDEA structure. Additional drivers behind the changes in our consolidated results of operations are discussed in more detail below. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions and dispositions during 2024. As of March 31, 2024 and 2023, we owned and/or operated the following types of properties (dollars in thousands): March 31, 2024 2023 Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) Number of Buildings/ Campuses Aggregate Contract Purchase Price Leased % (1) Integrated senior health campuses 126 $ 1,967,091 86.1 % 122 $ 1,909,591 84.6 % OM 86 1,239,845 88.1 % 104 1,369,596 88.7 % SHOP 78 889,928 83.9 % 51 804,367 76.4 % Triple-net leased properties 28 469,965 100 % 37 542,565 100 % Total/weighted average(2) 318 $ 4,566,829 91.0 % 314 $ 4,626,119 91.7 % ___________ (1) Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOP and integrated senior health campuses where leased percentage represents resident occupancy of the available units/beds therein. (2) Weighted average leased percentage excludes our SHOP and integrated senior health campuses. 38 Table of Contents Revenues Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the three months ended March 31, 2024 and 2023, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. Revenues by reportable segment consisted of the following for the periods then ended (in thousands): Three Months Ended March 31, 2024 2023 Resident Fees and Services Revenue Integrated senior health campuses $ 393,122 $ 361,770 SHOP 58,996 46,860 Total resident fees and services revenue 452,118 408,630 Real Estate Revenue OM 34,067 37,483 Triple-net leased properties 13,348 6,113 Total real estate revenue 47,415 43,596 Total revenues $ 499,533 $ 452,226 Resident Fees and Services Revenue For our integrated senior health campuses segment, we increased resident fees and services revenue by $31,352,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to: (i) increased resident occupancy and higher resident fees as a result of an increase in billing rates and service levels; and (ii) an increase of $5,864,000 due to the expansion of our customer base, expansion of services offered and increases in billing rates for such services at ancillary business units within Trilogy Investors, LLC, or Trilogy. For our SHOP segment, resident fees and services revenue increased $12,136,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to: (i) an increase of $7,767,000 due to the acquisition of 14 senior housing properties in February 2024; (ii) an increase of $4,161,000 due to the transitioning of senior housing facilities within the Michigan ALF Portfolio to a RIDEA structure in November 2023; and (iii) an increase of $2,613,000 due to transitioning the SNFs within the Central Wisconsin Senior Care Portfolio to a RIDEA structure in March 2023. The remaining increase in resident fees and services revenue for our SHOP segment was primarily attributable to increased resident occupancy and higher resident fees as a result of an increase in billing rates and service levels. Such increases were partially offset by a decrease of $5,859,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to real estate dispositions within our SHOP segment since March 31, 2023. Real Estate Revenue For the three months ended March 31, 2024, real estate revenue within our triple-net leased properties segment increased $7,235,000, as compared to the three months ended March 31, 2023, primarily due to the transitioning of SNFs within the Central Wisconsin Senior Care Portfolio to a RIDEA structure in March 2023 that resulted in the full amortization of $8,073,000 of above-market leases recorded against real estate revenue. Such increase was partially offset by $1,489,000 due to the transitioning of senior housing facilities within Michigan ALF Portfolio to a RIDEA structure in November 2023. Real estate revenue for our OM segment decreased $3,416,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to a decrease of $3,402,000 related to dispositions of OM buildings since March 31, 2023. 39 Table of Contents Property Operating Expenses and Rental Expenses Integrated senior health campuses and SHOP typically have a higher percentage of direct operating expenses to revenue than OM buildings and triple-net leased properties due to the nature of RIDEA-type facilities where we conduct day-to-day operations. Property operating expenses and property operating expenses as a percentage of resident fees and services revenue, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods then ended (dollars in thousands): Three Months Ended March 31, 2024 2023 Property Operating Expenses Integrated senior health campuses $ 351,142 89.3 % $ 328,361 90.8 % SHOP 52,487 89.0 % 41,785 89.2 % Total property operating expenses $ 403,629 89.3 % $ 370,146 90.6 % Rental Expenses OM $ 13,089 38.4 % $ 14,408 38.4 % Triple-net leased properties 638 4.8 % 787 12.9 % Total rental expenses $ 13,727 29.0 % $ 15,195 34.9 % For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the increase in total property operating expenses for our integrated senior health campuses segment was predominately due to: (i) increased occupancy at the facilities within such segment; and (ii) an increase of $8,354,000 within Trilogy’s ancillary business unit due to higher labor costs associated with the expansion of services offered and inflation impacting such costs. For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, total property operating expenses for our SHOP segment increased primarily due to: (i) an increase of $6,401,000 due to acquisition of 14 senior housing properties in February 2024; (ii) an increase of $5,797,000 due to the transitioning of senior housing facilities within the Michigan ALF Portfolio from triple-net leased properties to a RIDEA structure in November 2023; (iii) an increase of $3,568,000 due to the transitioning of SNFs within the Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure in March 2023; (iv) higher labor costs due to an increase in employee wages; and (v) higher operating expenses as a result of increased occupancy. Such amounts were partially offset by a decrease of $6,631,000 in total property operating expenses for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to real estate dispositions within our SHOP segment since March 31, 2023. Rental expenses for our OM segment decreased for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to the dispositions of OM buildings since March 31, 2023. General and Administrative For the three months ended March 31, 2024, general and administrative expenses were $11,828,000, as compared to $13,053,000 for the three months ended March 31, 2023. The decrease in general and administrative expenses of $1,225,000 was primarily the result of a decrease in professional and legal fees of $1,315,000. Business Acquisition Expenses For the three months ended March 31, 2024 and 2023, we recorded business acquisition expenses of $2,782,000 and $332,000, respectively. The increase in such expenses was primarily due to acquisition costs incurred in pursuit of our investment in properties operated under a RIDEA structure and included in our SHOP segment. See Note 3, Real Estate Investments, Net and Business Combinations — Business Combinations, to our accompanying condensed consolidated financial statements for a further discussion of our senior housing facilities acquired in February 2024. Depreciation and Amortization For the three months ended March 31, 2024 and 2023, depreciation and amortization was $42,767,000 and $44,670,000, respectively, which primarily consisted of depreciation on our operating properties of $37,135,000 and $35,899,000, respectively, and amortization of our identified intangible assets of $4,997,000 and $7,988,000, respectively. For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the decrease in depreciation and amortization of $1,903,000 was primarily due to the full amortization of $885,000 of in-place leases related to the transition of SNFs within the Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure in March 2023 and a decrease in depreciation and amortization as a result of real estate dispositions within our SHOP 40 Table of Contents and OM segments subsequent to March 31, 2023. Such amounts were partially offset by an increase in depreciation and amortization in our SHOP and integrated senior health campuses segments as a result of real estate acquisitions and capital expenditures in those segments that occurred subsequent to March 31, 2023. Interest Expense Interest expense, including gain or loss in fair value of derivative financial instruments, consisted of the following for the periods then ended (in thousands): Three Months Ended March 31, 2024 2023 Interest expense: Lines of credit and term loan and derivative financial instruments $ 17,210 $ 23,269 Mortgage loans payable 14,342 13,160 Amortization of deferred financing costs: Lines of credit and term loan 633 856 Mortgage loans payable 780 577 Amortization of debt discount/premium, net 1,374 885 (Gain) loss in fair value of derivative financial instruments (6,417) 195 Loss on extinguishments of debt 1,280 — Interest on finance lease liabilities 157 91 Interest expense on financing obligations and other liabilities 662 173 Total $ 30,021 $ 39,206 The decrease in total interest expense for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to: (i) a decrease in debt balances predominately related to the payoff of $176,145,000 of variable-rate mortgage loans payable and $545,010,000 on our variable-rate lines of credit in February 2024 from the net proceeds received from the 2024 Offering; and (ii) a change from loss to gain in fair value of derivative financial instruments. Such decreases in total interest expense were partially offset by a $1,280,000 loss on extinguishments of debt in 2024 due to the above-mentioned debt payoffs. See Note 6, Other Assets, Net, and Note 7, Mortgage Loans Payable, Net, to our accompanying condensed consolidated financial statements for a further discussion of debt extinguishments. Gain or Loss on Dispositions of Real Estate Investments For the three months ended March 31, 2024, we recognized an aggregate net gain on dispositions of our real estate investments of $2,263,000 related to the sale of two OM buildings and one SHOP in 2024. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, to our accompanying condensed consolidated financial statements for further discussion. For the three months ended March 31, 2023, we recognized an aggregate net loss on dispositions of our real estate investments of $132,000 primarily related to the disposition of one SHOP in Florida. Liquidity and Capital Resources Our principal sources of liquidity are cash flows from operations, borrowings under our lines of credit and proceeds from dispositions of real estate investments. For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT. We believe that the sources of liquidity described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. 41 Table of Contents Material Cash Requirements Capital Improvement Expenditures A capital plan for each investment is established upon acquisition that contemplates the estimated capital needs of that investment, including costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include operating cash generated by the investment, capital reserves, a line of credit or other loan established with respect to the investment, other borrowings or additional equity investments from us and joint venture partners. The capital plan for each investment is adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of March 31, 2024, we had $17,077,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures. Based on the budget for the properties we owned as of March 31, 2024, we estimated that unspent discretionary expenditures for capital and tenant improvements as of such date are equal to $62,446,000 for the remaining nine months of 2024, although actual expenditures are dependent on many factors which are not presently known. Contractual Obligations The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) ground and other lease obligations; and (iv) financing and other obligations as of March 31, 2024 (in thousands): Payments Due by Period 2024 2025-2026 2027-2028 Thereafter Total Principal payments — fixed-rate debt $ 43,163 $ 296,606 $ 160,251 $ 582,846 $ 1,082,866 Interest payments — fixed-rate debt 29,574 63,560 47,683 311,937 452,754 Principal payments — variable-rate debt 134,554 240,000 550,000 7,700 932,254 Interest payments — variable-rate debt (based on rates in effect as of March 31, 2024) 46,088 84,087 3,014 664 133,853 Ground and other lease obligations 26,936 70,227 71,324 166,314 334,801 Financing obligations and other obligations 4,795 11,212 10,052 31,595 57,654 Total $ 285,110 $ 765,692 $ 842,324 $ 1,101,056 $ 2,994,182 Distributions For information on distributions, see the “Distributions” section below. Credit Facilities We are party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. In addition, we are party to an agreement, as amended, regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $400,000,000, or the Trilogy Credit Facility. See Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements for a further discussion. As of March 31, 2024, our aggregate borrowing capacity under the 2024 Credit Facility and the Trilogy Credit Facility was $1,550,000,000. As of March 31, 2024, our aggregate borrowings outstanding under our credit facilities was $760,000,000, and we had an aggregate of $790,000,000 available on such facilities. We believe that the resources described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter. 42 Table of Contents Cash Flows The following table sets forth changes in cash flows (in thousands): Three Months Ended March 31, 2024 2023 Cash, cash equivalents and restricted cash — beginning of period $ 90,782 $ 111,906 Net cash (used in) provided by operating activities (5,954) 23,862 Net cash used in investing activities (5,223) (33,319) Net cash provided by (used in) financing activities 44,962 (14,300) Effect of foreign currency translation on cash, cash equivalents and restricted cash (36) 80 Cash, cash equivalents and restricted cash — end of period $ 124,531 $ 88,229 The following summary discussion of our changes in our cash flows is based on our accompanying condensed consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below. Operating Activities For the three months ended March 31, 2024 and 2023, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness. The change from net cash provided by operating activities for the three months ended March 31, 2023, to net cash used in operating activities for the three months ended March 31, 2024, was primarily due to the timing of cash receipts and payments. See the “Results of Operations” section above for further discussion. Investing Activities For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the decrease in net cash used in investing activities was primarily due to an $11,328,000 decrease in cash paid to acquire real estate investments, a $7,621,000 increase in proceeds from dispositions of real estate investments and a $6,000,000 decrease in investments in unconsolidated entities. Financing Activities For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the change from net cash used in financing activities to net cash provided by financing activities was primarily due to the closing of the 2024 Offering that resulted in $772,800,000 in gross offering proceeds from the issuance of Common Stock. Such amount was partially offset by the increase in payment of offering costs of $47,534,000 in connection with the 2024 Offering, as well as a change from $34,078,000 of net borrowings under our lines of credit and mortgage loans payable to $630,378,000 of net payments on our lines of credit and mortgage loans payable, primarily using the net proceeds from the 2024 Offering for such paydowns. Distributions Our board shall authorize distributions, if any, on a quarterly basis, in such amounts as our board shall determine, and each quarterly record date for the purposes of such distributions shall be determined and authorized by our board in the last month of each calendar quarter until such time as our board changes our distribution policy. On November 14, 2022, our board suspended our DRIP offering beginning with distributions declared, if any, for the quarter ending December 31, 2022. As a result of the suspension of our DRIP, unless and until our board reinstates our DRIP offering, stockholders who are current participants in our DRIP were or will be paid distributions in cash. Since the first quarter of 2023, our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value. Such quarterly distributions were equal to an annualized distribution rate of $1.00 per share and paid in cash, only from legally available funds. The amount of the quarterly distributions paid to our common stockholders was determined by our board and was dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our qualification as a REIT under the Code. 43 Table of Contents The following tables reflect distributions we paid for the three months ended March 31, 2024 and 2023, and the sources of distributions as compared to cash flows from operations or funds from operations attributable to controlling interest, or FFO, a non-GAAP financial measure (dollars in thousands): Three Months Ended March 31, 2024 2023 Distributions paid in cash $ 16,596 $ 26,492 Sources of distributions: Cash flows from operations $ — — % $ 23,862 90.1 % Proceeds from borrowings 16,596 100 2,630 9.9 $ 16,596 100 % $ 26,492 100 % Three Months Ended March 31, 2024 2023 Distributions paid in cash $ 16,596 $ 26,492 Sources of distributions: FFO attributable to controlling interest $ 16,596 100 % $ 11,691 44.1 % Proceeds from borrowings — — 14,801 55.9 $ 16,596 100 % $ 26,492 100 % As of March 31, 2024, any distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and some portion of a distribution to our stockholders may have been paid from borrowings. For a further discussion of FFO, including a reconciliation of our GAAP net loss to FFO, see “Funds from Operations and Normalized Funds from Operations” below. Mortgage Loans Payable, Net For a discussion of our mortgage loans payable, see Note 7, Mortgage Loans Payable, Net, to our accompanying condensed consolidated financial statements. Lines of Credit and Term Loan For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements. REIT Requirements In order to maintain our qualification as a REIT for U.S. federal income tax purposes, we are required to distribute to our stockholders a minimum of 90.0% of our REIT taxable income. Existin g Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs ca n satisfy the distribution requirement by distributing a combination of cash and stock to stockholders. In general, to qualify under the safe harbor, each stockholder must elect to receive either cash or stock, and the aggregate cash component of the distribution to stockholders must represent at least 20.0% of the total distribution . In the event that there is a shortfall in net cash available due to factors including, without limitation, the timing of such distributions or the timing of the collection of receivables, we may seek to obtain capital to make distributions by means of secured and unsecured debt financing through one or more unaffiliated third parties. We may also make distributions with cash from capital transactions including, without limitation, the sale of one or more of our properties. Commitments and Contingencies For a discussion of our commitments and contingencies, see Note 10, Commitments and Contingencies, to our accompanying condensed consolidated financial statements. Debt Service Requirements A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of March 31, 2024, we had $1,255,120,000 of fixed-rate and variable-rate mortgage loans payable outstanding secured by our properties. As of March 31, 2024, we had $760,000,000 outstanding, and $790,000,000 remained available under our lines of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.90% per annum as 44 Table of Contents of March 31, 2024. See Note 7, Mortgage Loans Payable, Net, and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements. We are required by the terms of certain loan documents to meet various financial and non-financial covenants, such as leverage ratios, net worth ratios, debt service coverage ratios and fixed charge coverage ratios. As of March 31, 2024, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans. Funds from Operations and Normalized Funds from Operations Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, a non-GAAP financial measure, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. The use of funds from operations is recommended by the REIT industry as a supplemental performance measure, and our management uses FFO to evaluate our performance over time. FFO is not equivalent to our net income (loss) as determined under GAAP. We define FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, or the White Paper. The White Paper defines funds from operations as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest, and impairment writedowns of certain real estate assets and investments, plus depreciation and amortization related to real estate, and after adjustments for unconsolidated partnerships and joint ventures. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that impairments are based on estimated future undiscounted cash flows. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations. Our FFO calculation complies with NAREIT’s policy described above. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate-related depreciation and amortization and impairments, provides a further understanding of our operating performance to investors, industry analysts and our management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs, which may not be immediately apparent from net income (loss). We define normalized FFO attributable to controlling interest, or Normalized FFO, as FFO further adjusted for the following items included in the determination of GAAP net income (loss): expensed acquisition fees and costs, which we refer to as business acquisition expenses; amounts relating to changes in deferred rent and amortization of above- and below-market leases; the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairment of intangible assets and goodwill; amortization of closing costs on debt security investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis. However, FFO and Normalized FFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) as an indicator of our operating performance, GAAP cash flows from operations as an indicator of our liquidity or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and Normalized FFO measures and the adjustments to GAAP in calculating FFO and Normalized FFO. Presentation of this information is intended to provide useful information to investors, industry analysts and management as they compare the operating performance used by the REIT industry, although it should be noted that not all REITs calculate funds from operations and normalized funds from operations the same way, so comparisons with other REITs may not be meaningful. FFO and Normalized FFO should be reviewed in conjunction with other measurements as an indication of our performance. None of the SEC, NAREIT, or any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or Normalized FFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and we would have to adjust our calculation and characterization of FFO or Normalized FFO. 45 Table of Contents The following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to FFO and Normalized FFO for the periods presented below (in thousands except for share and per share amounts): Three Months Ended March 31, 2024 2023 Net loss $ (3,004) $ (27,615) Depreciation and amortization related to real estate — consolidated properties 42,729 44,632 Depreciation and amortization related to real estate — unconsolidated entities 186 63 (Gain) loss on dispositions of real estate investments, net — consolidated properties (2,263) 132 Net (income) loss attributable to noncontrolling interests (888) 1,743 Gain on re-measurement of previously held equity interest — (726) Depreciation, amortization, impairments, net gain/loss on dispositions and gain on re-measurement — noncontrolling interests (5,462) (6,538) NAREIT FFO attributable to controlling interest $ 31,298 $ 11,691 Business acquisition expenses $ 2,782 $ 332 Amortization of above- and below-market leases 426 8,675 Amortization of closing costs — debt security investments 76 65 Change in deferred rent (589) (60) Non-cash impact of changes to equity instruments 1,935 1,072 Capitalized interest (134) (26) Loss on debt extinguishments 1,280 — (Gain) loss in fair value of derivative financial instruments (6,417) 195 Foreign currency loss (gain) 426 (1,008) Adjustments for unconsolidated entities (110) (74) Adjustments for noncontrolling interests 125 (633) Normalized FFO attributable to controlling interest $ 31,098 $ 20,229 Weighted average common shares outstanding — basic and diluted 104,295,142 66,026,173 Net loss per common share attributable to controlling interest — basic and diluted $ (0.04) $ (0.39) NAREIT FFO per common share attributable to controlling interest — basic and diluted $ 0.30 $ 0.18 Normalized FFO per common share attributable to controlling interest — basic and diluted $ 0.30 $ 0.31 Net Operating Income Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, business acquisition expenses, depreciation and amortization, interest expense, gain or loss on dispositions, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income and income tax benefit or expense. NOI is not equivalent to our net income (loss) as determined under GAAP and may not be a useful measure in measuring operational income or cash flows. Furthermore, NOI should not be considered as an alternative to net income (loss) as an indication of our operating performance or as an alternative to cash flows from operations as an indication of our liquidity. NOI should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss). NOI should be reviewed in conjunction with other measurements as an indication of our performance. Investors are also cautioned that NOI should only be used to assess our operational performance in periods in which we have not incurred or accrued any business acquisition expenses. We believe that NOI is an appropriate supplemental performance measure to reflect the performance of our operating assets because NOI excludes certain items that are not associated with the operations of the properties. We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. 46 Table of Contents To facilitate understanding of this financial measure, the following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to NOI for the periods presented below (in thousands): Three Months Ended March 31, 2024 2023 Net loss $ (3,004) $ (27,615) General and administrative 11,828 13,053 Business acquisition expenses 2,782 332 Depreciation and amortization 42,767 44,670 Interest expense 30,021 39,206 (Gain) loss on dispositions of real estate investments, net (2,263) 132 Loss from unconsolidated entities 1,205 306 Gain on re-measurement of previously held equity interest — (726) Foreign currency loss (gain) 426 (1,008) Other income (1,863) (1,608) Income tax expense 278 143 Net operating income $ 82,177 $ 66,885