What changed in this filing

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Item 1. Financial Statements

2024-11-13 compared with 2024-08-09 · 358 added, 313 removed, 943 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2024 and December 31, 2023

As of September 30, 2024 and December 31, 2023

(In thousands, except share and per share amounts) (Unaudited)

September 30,

2024 December 31,

26 unchanged sentences

700,000,000 shares authorized;

65,372,222 shares issued and outstanding as of June 30, 2024 and no ne issued and outstanding as of December 31, 2023

152,873,586 shares issued and outstanding as of September 30, 2024 and no ne issued and outstanding as of December 31, 2023

Class T common stock, $ 0.01 par value per share;

200,000,000 shares authorized;

19,601,476 and 19,552,856 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

none issued and outstanding as of September 30, 2024 and 19,552,856 shares issued and outstanding as of December 31, 2023

Class I common stock, $ 0.01 par value per share;

100,000,000 shares authorized;

46,673,320 shares issued and outstanding as of both June 30, 2024 and December 31, 2023

none issued and outstanding as of September 30, 2024 and 46,673,320 shares issued and outstanding as of December 31, 2023

Additional paid-in capital 3,594,917 2,548,307

3 unchanged sentences

Noncontrolling interests (Note 13)

49,473 155,014

Total equity 2,256,964 1,425,335

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

As of June 30, 2024 and December 31, 2023

As of September 30, 2024 and December 31, 2023

(In thousands) (Unaudited)

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

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of June 30, 2024 and December 31, 2023.

represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2024 and December 31, 2023.

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

The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 668,000 as of June 30, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $ 914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 596,500 as of September 30, 2024 and the 2022 Credit Facility, as defined in Note 9, held by American Healthcare REIT Holdings, LP in the amount of $ 914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three and Six Months Ended June 30, 2024 and 2023

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three and Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

12 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 30,596 ) ( 40,990 ) ( 67,034 ) ( 80,001 )

Gain in fair value of derivative financial instruments 388 4,993 6,805 4,798

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt and derivative extinguishments) ( 30,395 ) ( 42,005 ) ( 97,429 ) ( 122,006 )

(Loss) gain in fair value of derivative financial instruments ( 8,967 ) 3,402 ( 2,162 ) 8,200

(Loss) gain on dispositions of real estate investments, net ( 4 ) 31,981 2,257 29,777

Impairment of real estate investments — ( 12,510 ) — ( 12,510 )

Loss from unconsolidated entities ( 2,123 ) ( 505 ) ( 4,363 ) ( 924 )

3 unchanged sentences

Total net other expense ( 36,662 ) ( 19,586 ) ( 92,245 ) ( 90,413 )

Income (loss) before income taxes 3,612 ( 11,519 ) 886 ( 38,991 )

Loss before income taxes ( 2,830 ) ( 6,162 ) ( 1,944 ) ( 45,153 )

Income tax expense ( 263 ) ( 284 ) ( 1,227 ) ( 775 )

Net income (loss)

( 3,093 ) ( 6,446 ) ( 3,171 ) ( 45,928 )

Net (income) loss attributable to noncontrolling interests ( 1,033 ) 457 ( 2,868 ) 1,884

Net income (loss) attributable to controlling interest $ 1,979 $ ( 12,183 ) $ ( 1,913 ) $ ( 38,055 )

Net income (loss) per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest:

Net loss attributable to controlling interest $ ( 4,126 ) $ ( 5,989 ) $ ( 6,039 ) $ ( 44,044 )

Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest:

Basic $ ( 0.03 ) $ ( 0.09 ) $ ( 0.05 ) $ ( 0.67 )

3 unchanged sentences

Diluted 133,732,745 66,048,991 122,893,049 66,036,253

Net income (loss)

$ ( 3,093 ) $ ( 6,446 ) $ ( 3,171 ) $ ( 45,928 )

2 unchanged sentences

Total other comprehensive income (loss) 303 ( 180 ) 272 66

Comprehensive income (loss) 2,938 ( 11,743 ) ( 109 ) ( 39,236 )

Comprehensive loss ( 2,790 ) ( 6,626 ) ( 2,899 ) ( 45,862 )

Comprehensive (income) loss attributable to noncontrolling interests

( 1,033 ) 457 ( 2,868 ) 1,884

Comprehensive income (loss) attributable to controlling interest $ 1,991 $ ( 12,059 ) $ ( 1,944 ) $ ( 37,809 )

Comprehensive loss attributable to controlling interest $ ( 3,823 ) $ ( 6,169 ) $ ( 5,767 ) $ ( 43,978 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Six Months Ended June 30, 2024 and 2023

For the Three and Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Stockholders’ Equity

10 unchanged sentences

Interests Total Equity

BALANCE — March 31, 2024 65,372,222 $ 644 19,552,425 $ 194 46,673,320 $ 467 $ 3,275,252 $ ( 1,313,190 ) $ ( 2,468 ) $ 1,960,899 $ 170,263 $ 2,131,162

Vested restricted common stock and stock units(1) — — 49,051 1 — — ( 72 ) — — ( 71 ) — ( 71 )

BALANCE — June 30, 2024 65,372,222 $ 644 19,601,476 $ 195 46,673,320 $ 467 $ 3,278,806 $ ( 1,344,285 ) $ ( 2,456 ) $ 1,933,371 $ 170,522 $ 2,103,893

Issuance of common stock in an offering 20,010,000 200 — — — — 471,036 — — 471,236 — 471,236

Offering costs — common stock — — — — — — ( 20,956 ) — — ( 20,956 ) — ( 20,956 )

Issuance of common stock from the redemption of partnership units 1,216,571 12 — — — — 25,461 — — 25,473 ( 25,473 ) —

Conversion of Class T and Class I common stock 66,274,793 662 ( 19,601,476 ) ( 195 ) ( 46,673,320 ) ( 467 ) — — — — — —

Amortization of nonvested restricted common stock and stock units — — — — — — 2,630 — — 2,630 — 2,630

Purchase of noncontrolling interest — — — — — — ( 162,063 ) — — ( 162,063 ) ( 95,938 ) ( 258,001 )

Distributions to noncontrolling interests — — — — — — — — — — ( 667 ) ( 667 )

2 unchanged sentences

— — — — — — — ( 38,380 ) — ( 38,380 ) — ( 38,380 )

Net income — — — — — — — 1,979 — 1,979 958 2,937 (2)

Net (loss) income — — — — — — — ( 4,126 ) — ( 4,126 ) 1,029 ( 3,097 ) (1)

Other comprehensive income — — — — — — — — 303 303 — 303

BALANCE — June 30, 2024

BALANCE — September 30, 2024

152,873,586 $ 1,518 — $ — — $ — $ 3,594,917 $ ( 1,386,791 ) $ ( 2,153 ) $ 2,207,491 $ 49,473 $ 2,256,964

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Six Months Ended June 30, 2024 and 2023

For the Three and Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Stockholders’ Equity

8 unchanged sentences

Interests Total Equity

BALANCE — March 31, 2023 19,536,622 $ 194 46,673,686 $ 467 $ 2,546,299 $ ( 1,180,741 ) $ ( 2,568 ) $ 1,363,651 $ 163,338 $ 1,526,989

Issuance of nonvested restricted common stock 24,200 — — — — — — — — —

Vested restricted common stock and stock units(1) 4,120 — — — ( 72 ) — — ( 72 ) — ( 72 )

BALANCE — June 30, 2023 19,562,539 $ 194 46,673,320 $ 467 $ 2,547,135 $ ( 1,209,578 ) $ ( 2,444 ) $ 1,335,774 $ 160,628 $ 1,496,402

Amortization of nonvested restricted common stock and stock units — — — — 1,558 — — 1,558 — 1,558

Stock based compensation — — — — — — — — 21 21

Repurchase of common stock ( 2,403 ) — ( 366 ) — ( 87 ) — — ( 87 ) — ( 87 )

Distributions to noncontrolling interests — — — — — — — — ( 764 ) ( 764 )

3 unchanged sentences

— — — — — ( 16,616 ) — ( 16,616 ) — ( 16,616 )

Net (loss) income — — — — — ( 12,183 ) — ( 12,183 ) 434 ( 11,749 ) (2)

Other comprehensive income — — — — — — 124 124 — 124

BALANCE — June 30, 2023

Net loss — — — — — ( 5,989 ) — ( 5,989 ) ( 379 ) ( 6,368 ) (1)

Other comprehensive loss — — — — — — ( 180 ) ( 180 ) — ( 180 )

BALANCE — September 30, 2023

19,562,539 $ 194 46,673,320 $ 467 $ 2,548,390 $ ( 1,232,183 ) $ ( 2,624 ) $ 1,314,244 $ 159,464 $ 1,473,708

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Six Months Ended June 30, 2024 and 2023

For the Three and Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Stockholders’ Equity

12 unchanged sentences

— $ — 19,552,856 $ 194 46,673,320 $ 467 $ 2,548,307 $ ( 1,276,222 ) $ ( 2,425 ) $ 1,270,321 $ 155,014 $ 1,425,335

Issuance of common stock 64,400,000 644 — — — — 772,156 — — 772,800 — 772,800

Issuance of common stock in offerings 84,410,000 844 — — — — 1,243,192 — — 1,244,036 — 1,244,036

Offering costs — common stock — — — — — — ( 74,498 ) — — ( 74,498 ) — ( 74,498 )

Issuance of common stock from the redemption of partnership units 1,216,571 12 — — — — 25,461 — — 25,473 ( 25,473 ) —

Issuance of nonvested restricted common stock 972,222 — — — — — — — — — — —

Conversion of Class T and Class I common stock 66,274,793 662 ( 19,601,476 ) ( 195 ) ( 46,673,320 ) ( 467 ) — — — — — —

Vested restricted common stock and stock units(2) — — 49,051 1 — — ( 72 ) — — ( 71 ) — ( 71 )

2 unchanged sentences

Repurchase of common stock — — ( 431 ) — — — ( 14 ) — — ( 14 ) — ( 14 )

Purchase of noncontrolling interest — — — — — — ( 478 ) — — ( 478 ) 37 ( 441 )

Purchase of noncontrolling interests — — — — — — ( 162,541 ) — — ( 162,541 ) ( 95,901 ) ( 258,442 )

Distributions to noncontrolling interests — — — — — — — — — — ( 2,634 ) ( 2,634 )

4 unchanged sentences

Net (loss) income — — — — — — — ( 6,039 ) — ( 6,039 ) 2,896 ( 3,143 ) (1)

Other comprehensive loss — — — — — — — — ( 31 ) ( 31 ) — ( 31 )

BALANCE — June 30, 2024

Other comprehensive income — — — — — — — — 272 272 — 272

BALANCE — September 30, 2024

152,873,586 $ 1,518 — $ — — $ — $ 3,594,917 $ ( 1,386,791 ) $ ( 2,153 ) $ 2,207,491 $ 49,473 $ 2,256,964

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three and Six Months Ended June 30, 2024 and 2023

For the Three and Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share amounts) (Unaudited)

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Stockholders’ Equity

22 unchanged sentences

Other comprehensive income — — — — — — 66 66 — 66

BALANCE — June 30, 2023

BALANCE — September 30, 2023

19,562,539 $ 194 46,673,320 $ 467 $ 2,548,390 $ ( 1,232,183 ) $ ( 2,624 ) $ 1,314,244 $ 159,464 $ 1,473,708

(1) The amounts are shown net of common stock withheld from issuance to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted stock units.

See Note 12, Equity — AHR Incentive Plan, for further discussion.

(2) For the three months ended June 30, 2024 and 2023, amounts exclude $ 11 and $ 118 , respectively, of net loss attributable to redeemable noncontrolling interests.

For the six months ended June 30, 2024 and 2023, amounts exclude $ 32 and $ 486 , respectively, of net loss attributable to redeemable noncontrolling interests.

(1) For the three months ended September 30, 2024 and 2023, amounts exclude $ 4 and $( 78 ), respectively, of net income (loss) attributable to redeemable noncontrolling interests.

For the nine months ended September 30, 2024 and 2023, amounts exclude $( 28 ) and $( 564 ), respectively, of net loss attributable to redeemable noncontrolling interests.

See Note 12, Redeemable Noncontrolling Interests, for further discussion.

(2) The amounts are shown net of common stock withheld to satisfy employee tax withholding requirements in connection with the vesting of restricted stock units.

See Note 13, Equity — AHR Incentive Plan, for further discussion.

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2024 and 2023

For the Nine Months Ended September 30, 2024 and 2023

(In thousands) (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Stock based compensation 7,833 4,235

(Gain) loss on dispositions of real estate investments, net ( 2,261 ) 2,204

Gain on dispositions of real estate investments, net ( 2,257 ) ( 29,777 )

Impairment of real estate investments — 12,510

Loss from unconsolidated entities 4,363 924

Gain on re-measurement of previously held equity interest — ( 726 )

Foreign currency loss (gain) 332 ( 2,125 )

Foreign currency gain ( 2,332 ) ( 351 )

Loss on extinguishments of debt 1,406 345

22 unchanged sentences

Payments on the lines of credit and term loan ( 1,195,991 ) ( 306,484 )

Borrowings under financing obligation — 16,283

Payments on financing and other obligations ( 2,967 ) ( 34,292 )

Deferred financing costs ( 8,220 ) ( 3,418 )

Proceeds from issuance of common stock 772,800 —

Debt extinguishment costs — ( 269 )

Proceeds from issuance of common stock in offerings 1,244,036 —

Payment of offering costs ( 69,908 ) ( 885 )

1 unchanged sentence

Repurchase of common stock ( 14 ) ( 165 )

Payments to taxing authorities in connection with common stock directly withheld from employees ( 71 ) ( 72 )

Purchase of noncontrolling interest ( 441 ) —

Distributions to noncontrolling interests ( 1,971 ) ( 7,624 )

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Six Months Ended June 30, 2024 and 2023

For the Nine Months Ended September 30, 2024 and 2023

(In thousands) (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

Payments to taxing authorities in connection with common stock directly withheld from employees $ ( 71 ) $ ( 72 )

Purchase of noncontrolling interests ( 258,442 ) —

Distributions to noncontrolling interests ( 2,938 ) ( 8,561 )

Redemptions of noncontrolling interests ( 36,083 ) ( 15,954 )

22 unchanged sentences

Tenant improvement overage $ 3,753 $ 2,359

Acquisition of real estate investments with assumed mortgage loans payable, net of debt discount $ 91,472 $ —

Acquisitions of real estate investments with assumed mortgage loans payable, net of debt discount $ 127,254 $ —

Reclassification of noncontrolling interest from mezzanine equity, net $ 15,282 $ —

Issuance of common stock from the redemption of operating partnership units $ 25,473 $ —

Distributions declared but not paid — common stockholders $ 38,218 $ 16,559

5 unchanged sentences

Other assets, net $ ( 3,868 ) $ ( 3,211 )

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Nine Months Ended September 30, 2024 and 2023

(In thousands) (Unaudited)

Nine Months Ended September 30,

Accounts payable and accrued liabilities $ 97 $ ( 1,460 )

Financing obligations $ — $ 12

Security deposits and other liabilities $ ( 236 ) $ 28

Security deposits, prepaid rent and other liabilities $ ( 236 ) $ ( 458 )

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three and Six Months Ended June 30, 2024 and 2023

For the Nine Months Ended September 30, 2024 and 2023

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

3 unchanged sentences

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or 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 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 have built a fully-integrated management platform that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man.

We operate our integrated senior health campuses and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure.

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

We generally seek investments that produce current income;

4 unchanged sentences

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 June 30, 2024 and December 31, 2023 , we owned 97.4 % and 95.0 %, respectively, of the 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.

We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership.

As of December 31, 2023 , we owned 95.0 % of the operating partnership units, or OP units, in our operating partnership, and the remaining 5.0 % OP units were owned by the following limited partners:

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;

Platform Healthcare Investor T-II, LLC;

Flaherty Trust;

and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the Limited Partners.

and a wholly owned subsidiary of Griffin Capital Company, LLC.

On August 19, 2024, Platform Healthcare Investor T-II, LLC redeemed all of its OP units in exchange for 1,216,571 shares of our Common Stock on a one-for-one basis, and as a result, is no longer a limited partner of our operating partnership.

As of September 30, 2024, we owned 98.5 % of the OP units in our operating partnership, and the remaining 1.5 % of the OP units were owned by the remaining limited partners.

See Note 12, Redeemable Noncontrolling Interests, and Note 13, Equity — Noncontrolling Interests in Total Equity, for a further discussion of the ownership in our operating partnership.

3 unchanged sentences

On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No.

333-267464), as amended, we closed our underwritten public offering, or the 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $ 772,800,000 in gross offering proceeds.

333-267464), as amended, we closed our underwritten public offering, or the February 2024 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.

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 our classes of common stock that were not NYSE-listed.

Following the closing of the February 2024 Offering and until August 5, 2024, we presented 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 February 2024 Offering or the September 2024 Offering, as defined below, whereas Class T common stock and Class I common stock refer to our classes of common stock that were not NYSE-listed.

This applies to all historical periods presented herein.

On August 5, 2024, 180 days after the listing of our Common Stock shares on the NYSE, each share of our Class T common stock and Class I common stock automatically converted into one share of our listed Common Stock.

On August 5, 2024, 180 days after the listing of our Common Stock on the NYSE, each share of our Class T common stock and Class I common stock automatically converted into one share of our listed Common Stock.

AMERICAN HEALTHCARE REIT, INC.

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

On September 20, 2024, we closed our additional underwritten public offering, or the September 2024 Offering, under a prospectus supplement and related prospectus filed with the SEC pursuant to our effective shelf Registration Statement on Form S-3 (File No.

Through the September 2024 Offering, we issued 20,010,000 shares of Common Stock, for a total of $ 471,236,000 in gross offering proceeds.

Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 2,610,000 shares of Common Stock.

These shares are listed on NYSE under the trading symbol “AHR” and began trading on September 19, 2024.

See Note 13, Equity — Common Stock, and Note 13, Equity — Distribution Reinvestment Plan, for a further discussion of our public offerings.

2 unchanged sentences

integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties.

As of June 30, 2024, we owned and/or operated 318 buildings and integrated

AMERICAN HEALTHCARE REIT, INC.

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

senior health campuses, representing approximately 19,455,000 square feet of gross leasable area, for an aggregate contract purchase price of $ 4,612,670,000 .

In addition, as of June 30, 2024, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

As of September 30, 2024, we owned and/or operated 324 buildings and integrated senior health campuses, representing approximately 19,676,000 square feet of gross leasable area, for an aggregate contract purchase price of $ 4,666,399,000 .

In addition, as of September 30, 2024, we also owned a real estate-related debt investment purchased for $ 60,429,000 .

Summary of Significant Accounting Policies

7 unchanged sentences

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

We are the sole general partner of our operating partnership, and as of June 30, 2024 and December 31, 2023, we owned a 97.4 % and 95.0 %, respectively, general partnership interest therein, and the remaining 2.6 % and 5.0 %, respectively, limited partnership interest was owned by the Limited Partners.

We are the sole general partner of our operating partnership, and as of September 30, 2024 and December 31, 2023, we owned a 98.5 % and 95.0 %, respectively, general partnership interest therein, and the remaining 1.5 % and 5.0 %, respectively, partnership interest was owned by limited partners.

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

7 unchanged sentences

such full-year results may be less favorable.

In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date.

We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, 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.

AMERICAN HEALTHCARE REIT, INC.

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

In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date.

Use of Estimates

6 unchanged sentences

The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Senior Health

6 unchanged sentences

$ 409,626 $ 67,208 $ 476,834 $ 372,291 $ 43,915 $ 416,206

Six Months Ended June 30,

Nine Months Ended September 30,

Senior Health

7 unchanged sentences

The following tables disaggregate our resident fees and services revenue by payor class (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Senior Health

2 unchanged sentences

Campuses SHOP(1) Total

Private and other payors

$ 201,171 $ 1,637 $ 202,808 $ 112,773 $ 974 $ 113,747

Private and other payors

108,526 56,087 164,613 177,901 41,296 219,197

4 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Senior Health

17 unchanged sentences

$ 66,218 $ 51,260 $ 30,799 $ 148,277

Ending balance — June 30, 2024

Ending balance — September 30, 2024

73,951 50,267 44,123 168,341

4 unchanged sentences

Beginning balance — January 1, 2024

Ending balance — June 30, 2024

Decrease $ ( 273 )

Ending balance — September 30, 2024

Increase $ 124

Resident and Tenant Receivables and Allowances

1 unchanged sentence

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

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

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

Tenant receivables, which are related to real estate revenue, and unbilled deferred rent receivables are reduced for amounts where collectability is not probable, which are recognized as direct reductions of real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

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

The following is a summary of our adjustments to allowances for the six months ended June 30, 2024 and 2023 (in thousands):

Six Months Ended June 30,

The following is a summary of our adjustments to allowances for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

Beginning balance

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In addition, a property being held for sale ceases to be depreciated.

Our properties held for sale are included in other assets, net in our accompanying condensed consolidated balance sheets.

During the six months ended June 30, 2024, we disposed of one of our SHOP that was held for sale for a contract sales price of $ 4,500,000 and recognized a gain on sale of $ 645,000 .

During the six months ended June 30, 2023, we did not dispose of any held for sale properties.

See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for a further discussion of our property dispositions.

Our properties held for sale as of September 30, 2024 and December 31, 2023 of $ 0 and $ 3,477,000 , respectively, are included in other assets, net in our accompanying condensed consolidated balance sheets.

During the nine months ended September 30, 2024, we disposed of one of our SHOP that was held for sale for a contract sales price of $ 4,500,000 and recognized a gain on sale of $ 645,000 .

During the nine months ended September 30, 2023, we did not dispose of any held for sale properties.

See Note 3, Real Estate Investments, Net — Dispositions of Real Estate Investments, for a further discussion of our property dispositions.

Accounts Payable and Accrued Liabilities

As of June 30, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 49,298,000 and $ 42,698,000 , respectively, insurance reserves of $ 45,765,000 and $ 44,548,000 , respectively, accrued distributions to common stockholders of $ 32,913,000 and $ 16,557,000 , respectively, accrued property taxes of $ 24,138,000 and $ 23,549,000 , respectively, and accrued developments and capital expenditures of $ 22,098,000 and $ 24,881,000 , respectively.

As of September 30, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $ 50,966,000 and $ 42,698,000 , respectively, insurance reserves of $ 46,312,000 and $ 44,548,000 , respectively, accrued distributions to common stockholders of $ 38,218,000 and $ 16,557,000 , respectively, accrued property taxes of $ 28,486,000 and $ 23,549,000 , respectively, and accrued developments and capital expenditures of $ 22,848,000 and $ 24,881,000 , respectively.

Recently Issued Accounting Pronouncements

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Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

We are currently evaluating the potential impact of adopting this guidance and expect to have additional disclosures in our Annual Report on Form 10-K for the year ending December 31, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions;

information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks;

and information on any climate-related targets or goals that are material to the registrant’s

information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing

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

business, results of operations or financial condition.

material climate-related risks;

and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition.

The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers.

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We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures.

Real Estate Investments, Net and Business Combinations

Our real estate investments, net consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):

Real Estate Investments, Net

Our real estate investments, net consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):

September 30,

Building, improvements and construction in process $ 3,767,879 $ 3,604,299

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$ 3,535,943 $ 3,425,438

Depreciation expense for the three months ended June 30, 2024 and 2023 was $ 36,866,000 and $ 37,139,000 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 74,001,000 and $ 73,038,000 , respectively.

The following is a summary of our capital expenditures by reportable segment for the three and six months ended June 30, 2024 (in thousands):

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 37,610,000 and $ 36,929,000 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 111,611,000 and $ 109,967,000 , respectively.

The following is a summary of our capital expenditures by reportable segment for the three and nine months ended September 30, 2024 (in thousands):

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Integrated senior health campuses $ 15,879 $ 27,891

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Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses.

There were no completed developments for the three months ended June 30, 2024.

For the six months ended June 30, 2024, we completed the development of one integrated senior health campus for $ 18,969,000 .

For the three months ended September 30, 2024, we incurred $ 11,730,000 to expand three of our existing integrated senior health campuses.

For the nine months ended September 30, 2024, we completed the development of one integrated senior health campus costing $ 18,969,000 and incurred $ 11,730,000 to expand three of our existing integrated senior health campuses.

Acquisitions of Real Estate Investments

For the three and nine months ended September 30, 2024, we, through Trilogy Investors, LLC, or Trilogy, acquired four land parcels in Michigan for an aggregate contract purchase price of $ 5,821,000 , plus closing costs, for the future development of integrated senior health campuses.

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

Acquisitions of Previously Leased Real Estate Investments

For the six months ended June 30, 2024, using cash and debt financing, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, acquired three previously leased real estate investments located in Kentucky and Ohio.

For the nine months ended September 30, 2024, using cash and debt financing, we, through Trilogy, acquired three previously leased real estate investments located in Kentucky and Ohio.

The following is a summary of such acquisitions, which are included in our integrated senior health campuses segment (in thousands):

1 unchanged sentence

Acquired Contract

Price Line of Credit

Price Line of

Miami Township, OH 04/17/24 $ 16,595 $ 16,600

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Total $ 45,841 $ 45,000

We accounted for our acquisitions of real estate investments completed during the six months ended June 30, 2024, as asset acquisitions.

We accounted for such acquisitions of real estate investments and land completed during the nine months ended September 30, 2024, as asset acquisitions.

The following table summarizes the purchase price of such assets acquired at the time of acquisition based on their relative fair values and adjusted for $ 40,854,000 operating lease right-of-use assets and $ 37,999,000 operating lease liabilities (in thousands):

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Dispositions of Real Estate Investments

For the six months ended June 30, 2024, we disposed of two OM buildings that were included in real estate investments in our accompanying condensed consolidated balance sheets.

For the nine months ended September 30, 2024, we disposed of two OM buildings that were included in real estate investments in our accompanying condensed consolidated balance sheets.

We recognized a total aggregate net gain on such dispositions of $ 1,617,000 .

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Total 2 $ 11,136

Impairment of Real Estate Investments

For both the three and nine months ended September 30, 2024, we did no t recognize any impairment of real estate investments.

For both the three and nine months ended September 30, 2023, as we continued to evaluate additional non-strategic properties for sale, we recognized an aggregate impairment charge of $ 12,510,000 for two SHOP, which reduced the total aggregate carrying value of such assets to $ 15,977,000 .

The remaining $ 3,477,000 carrying value of one such SHOP was then reclassified to properties held for sale during the third quarter of 2023, and sold in January 2024.

See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, for a further discussion of such disposition.

Further, the fair value of such SHOP was based on its projected sales price from independent third-party letters of intent, which were considered Level 2 measurements within the fair value hierarchy.

The fair value of the other SHOP was determined by a third-party appraiser based on the sales comparison approach with the most significant inputs based on a price per unit and price per square foot analysis within the area for similar types of assets.

The ranges of these inputs were $ 190,000 to $ 200,000 per unit and $ 250 to $ 260 per square foot, which were considered Level 3 measurements within the fair value hierarchy.

AMERICAN HEALTHCARE REIT, INC.

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

Business Combinations

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The aggregated principal balance of such assumed mortgage loans payable was $ 94,461,000 at the time of acquisition.

No cash consideration was exchanged as part of the transactions;

No cash consideration was exchanged as part of the transaction;

however, we incurred transaction costs of $ 2,636,000 related to the acquisition of such properties.

See Note 5, Debt Security Investment, Net, for a further discussion.

On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party, a 60.0 % controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky.

On September 3, 2024, we acquired a portfolio of five senior housing properties in Washington from an unaffiliated third party, which properties are included in our SHOP segment.

These properties are also part of the underlying collateral pool of real estate assets securing our debt security investment.

We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default.

The aggregated principal balance of such assumed mortgage loans payable was $ 36,178,000 at the time of acquisition.

No cash consideration was exchanged as part of the transaction;

however, we incurred transaction costs of $ 2,904,000 related to the acquisition of such properties.

See Note 5, Debt Security Investment, Net, for a further discussion.

On February 15, 2023, we, through Trilogy, acquired from an unaffiliated third party, a 60.0 % controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky.

The contract purchase price for the acquisition of MCP was $ 900,000 , which was acquired using cash on hand.

1 unchanged sentence

In connection with the acquisition of the remaining interest in MCP, we now own a 100 % controlling interest in MCP.

As a result, we re-measured the fair value of our

AMERICAN HEALTHCARE REIT, INC.

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

previously held equity interest in MCP and recognized a gain on re-measurement of $ 726,000 in our accompanying condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2023.

As a result, we re-measured the fair value of our previously held equity interest in MCP and recognized a gain on re-measurement of $ 726,000 in our accompanying condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023.

Based on quantitative and qualitative considerations, such business combinations were not material to us individually or in the aggregate and therefore, pro forma financial information is not provided.

1 unchanged sentence

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

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the six months ended June 30, 2024 and 2023 (in thousands):

Acquisition 2023

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the nine months ended September 30, 2024 and 2023 (in thousands):

Acquisitions 2023

Building and improvements $ 90,531 $ —

4 unchanged sentences

Cash and restricted cash — 565

Accounts receivable, net 343 —

Accounts receivable 343 —

Other assets 175 66

1 unchanged sentence

Mortgage loans payable (including debt discount of $ 3,385 )

( 127,254 ) —

Accounts payable and accrued liabilities ( 518 ) ( 1,676 )

3 unchanged sentences

Net assets acquired $ — $ 1,501

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

Debt Security Investment, Net

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

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in the underlying collateral pool of real estate assets securing our debt security investment.

On February 1, 2024 and September 3, 2024, we acquired a portfolio of 14 senior housing properties in Oregon and a portfolio of five senior housing properties in Washington, respectively, from unaffiliated third parties, which properties are included in the underlying collateral pool of real estate assets securing our debt security investment.

We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default.

We did not grant any concessions to such borrower, and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such properties.

See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of such acquisition.

AMERICAN HEALTHCARE REIT, INC.

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

As of June 30, 2024 and December 31, 2023, the carrying amount of the debt security investment was $ 89,058,000 and $ 86,935,000 , respectively, net of unamortized closing costs of $ 333,000 and $ 489,000 , respectively.

Accretion on the debt security for the three months ended June 30, 2024 and 2023 was $ 1,154,000 and $ 1,046,000 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 2,279,000 and $ 2,066,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Amortization expense of closing costs for the three months ended June 30, 2024 and 2023 was $ 80,000 and $ 68,000 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 156,000 and $ 133,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

See Note 4, Business Combinations, for a further discussion of such acquisitions.

As of September 30, 2024 and December 31, 2023, the carrying amount of the debt security investment was $ 90,144,000 and $ 86,935,000 , respectively, net of unamortized closing costs of $ 251,000 and $ 489,000 , respectively.

Accretion on the debt security for the three months ended September 30, 2024 and 2023 was $ 1,168,000 and $ 1,060,000 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 3,447,000 and $ 3,126,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense of closing costs for the three months ended September 30, 2024 and 2023 was $ 82,000 and $ 71,000 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 238,000 and $ 204,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss.

No credit loss was recorded for the three and six months ended June 30, 2024 and 2023.

No credit loss was recorded for the three and nine months ended September 30, 2024 and 2023.

Identified Intangible Assets and Liabilities

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):

Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30,

Amortized intangible assets:

In-place leases, net of accumulated amortization of $ 42,814 and $ 35,437 as of June 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.5 years and 7.7 years as of June 30, 2024 and December 31, 2023, respectively)

In-place leases, net of accumulated amortization of $ 46,075 and $ 35,437 as of September 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.4 years and 7.7 years as of September 30, 2024 and December 31, 2023, respectively)

$ 43,709 $ 42,615

Above-market leases, net of accumulated amortization of $ 8,148 and $ 7,079 as of June 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.2 years and 7.5 years as of June 30, 2024 and December 31, 2023, respectively)

Above-market leases, net of accumulated amortization of $ 8,597 and $ 7,079 as of September 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.0 years and 7.5 years as of September 30, 2024 and December 31, 2023, respectively)

13,804 15,905

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Amortized intangible liabilities:

Below-market leases, net of accumulated amortization of $ 3,109 and $ 2,831 as of June 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.9 years and 7.2 years as of June 30, 2024 and December 31, 2023, respectively)

Below-market leases, net of accumulated amortization of $ 3,041 and $ 2,831 as of September 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 7.2 years as of September 30, 2024 and December 31, 2023, respectively)

$ 5,271 $ 6,095

Total identified intangible liabilities, net $ 5,271 $ 6,095

Amortization expense on identified intangible assets for the three months ended June 30, 2024 and 2023 was $ 8,428,000 and $ 7,711,000 , respectively, which included $ 691,000 and $ 859,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Amortization expense on identified intangible assets for the six months ended June 30, 2024 and 2023 was $ 14,141,000 and $ 24,782,000 , respectively, which included $ 1,407,000 and $ 9,942,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

In June 2024, we closed a pharmacy facility within our integrated senior health campuses segment, which resulted in the write-off of the remaining customer relationship intangible asset of $ 1,831,000 related to such facility.

In March 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure, which resulted in a full amortization of $ 8,073,000 of above-market leases and $ 885,000 of in-place leases.

Amortization expense on below-market leases for the three months ended June 30, 2024 and 2023 was $ 272,000 and $ 404,000 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 562,000 and $ 812,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

AMERICAN HEALTHCARE REIT, INC.

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

The aggregate weighted average remaining life of the identified intangible assets was 6.7 years and 7.8 years as of June 30, 2024 and December 31, 2023, respectively.

The aggregate weighted average remaining life of the identified intangible liabilities was 6.9 years and 7.2 years as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, estimated amortization expense on the identified intangible assets and liabilities for the remaining six months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

Amortization expense on identified intangible assets for the three months ended September 30, 2024 and 2023 was $ 6,652,000 and $ 15,351,000 , respectively, which included $ 694,000 and $ 3,573,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

Amortization expense on identified intangible assets for the nine months ended September 30, 2024 and 2023 was $ 20,793,000 and $ 40,133,000 , respectively, which included $ 2,101,000 and $ 13,515,000 , respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss.

In March 2023, we transitioned the SNFs within our Central Wisconsin Senior Care Portfolio from triple-net leased properties to a managed portfolio utilizing a RIDEA structure, which resulted in a full amortization of $ 8,073,000 of above-market leases and $ 885,000 of in-place leases.

In addition, we fully amortized $ 2,756,000 of above-market leases and $ 5,750,000 of in-place leases during the three months and nine months ended September 30, 2023 in connection with the transition of the senior housing facilities within our Michigan ALF Portfolio from triple-net leased properties to a managed portfolio utilizing a RIDEA structure.

Amortization expense on below-market leases for the three months ended September 30, 2024 and 2023 was $ 262,000 and $ 470,000 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 824,000 and $ 1,282,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

In connection with the transition of the senior housing facilities within our Michigan ALF Portfolio from triple-net leased properties to a managed portfolio utilizing a RIDEA structure, we fully amortized $ 112,000 of below-market leases during the three months ended September 30, 2023.

The aggregate weighted average remaining life of the identified intangible assets was 6.5 years and 7.8 years as of September 30, 2024 and December 31, 2023, respectively.

The aggregate weighted average remaining life of the identified intangible liabilities was 6.7 years and 7.2 years as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, estimated amortization expense on the identified intangible assets and liabilities for the remaining three months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

Amortization Expense

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Total $ 57,513 $ ( 5,271 )

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

Other Assets, Net

Other assets, net consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):

Other assets, net consisted of the following as of September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30,

Deferred rent receivables $ 50,223 $ 47,540

1 unchanged sentence

Inventory — finished goods 20,234 19,472

Investments in unconsolidated entities 18,377 20,611

Lease commissions, net of accumulated amortization of $ 7,791 and $ 7,231 as of June 30, 2024 and December 31, 2023, respectively

Lease commissions, net of accumulated amortization of $ 7,935 and $ 7,231 as of September 30, 2024 and December 31, 2023, respectively

18,391 17,565

Investments in unconsolidated entities 16,259 20,611

Deferred financing costs, net of accumulated amortization of $ 8,504 and $ 8,494 as of September 30, 2024 and December 31, 2023, respectively

Lease inducement, net of accumulated amortization of $ 2,807 and $ 2,544 as of September 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.2 years and 6.9 years as of September 30, 2024 and December 31, 2023, respectively)

Derivative financial instruments — 1,463

Deferred financing costs, net of accumulated amortization of $ 7,783 and $ 8,494 as of June 30, 2024 and December 31, 2023, respectively

Lease inducement, net of accumulated amortization of $ 2,719 and $ 2,544 as of June 30, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.4 years and 6.9 years as of June 30, 2024 and December 31, 2023, respectively)

Total $ 144,817 $ 146,141

1 unchanged sentence

In February 2024, in connection with the replacement of the 2022 Credit Facility with the 2024 Credit Facility, we incurred an aggregate loss of $ 565,000 on the extinguishment of part of the senior unsecured revolving credit facility, which formed part of the 2022 Credit Facility.

Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss), and was due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2022 Credit Facility.

Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and was due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2022 Credit Facility.

See Note 9, Lines of Credit and Term Loan, for further discussion of our lines of credit.

Amortization expense on lease inducement as of both the three and six months ended June 30, 2024 and 2023 was $ 88,000 and $ 176,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

AMERICAN HEALTHCARE REIT, INC.

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

Amortization expense on lease inducement as of both the three and nine months ended September 30, 2024 and 2023 was $ 87,000 and $ 263,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

Mortgage Loans Payable, Net

Mortgage loans payable, net consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):

Total fixed-rate debt ( 90 loans and 76 loans as of June 30, 2024 and December 31, 2023, respectively)

Mortgage loans payable, net consisted of the following as of September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30,

Total fixed-rate debt ( 97 loans and 76 loans as of September 30, 2024 and December 31, 2023, respectively)

$ 1,143,148 $ 990,325

Total variable-rate debt ( 5 loans and 13 loans as of June 30, 2024 and December 31, 2023, respectively)

Total variable-rate debt ( 3 loans and 13 loans as of September 30, 2024 and December 31, 2023, respectively)

164,554 335,988

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Mortgage loans payable, net $ 1,282,853 $ 1,302,396

Based on interest rates in effect as of June 30, 2024 and December 31, 2023, effective interest rates on mortgage loans payable ranged from 2.21 % to 8.19 % per annum and 2.21 % to 8.46 % per annum, respectively, with a weighted average effective interest rate of 4.28 % and 4.72 %, respectively.

Based on interest rates in effect as of September 30, 2024 and December 31, 2023, effective interest rates on mortgage loans payable ranged from 2.21 % to 8.20 % per annum and 2.21 % to 8.46 % per annum, respectively, with a weighted average effective interest rate of 4.28 % and 4.72 %, respectively.

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.

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the six months ended June 30, 2024 and 2023 (in thousands):

Six Months Ended June 30,

AMERICAN HEALTHCARE REIT, INC.

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

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

Beginning balance $ 1,302,396 $ 1,229,847

6 unchanged sentences

Early payoff of mortgage loans payable ( 195,972 ) ( 9,809 )

Payoff of a mortgage loan payable due to disposition of real estate investment — ( 26,856 )

Deferred financing costs

( 3,202 ) ( 1,842 )

Ending balance $ 1,282,853 $ 1,221,238

In February 2024, we incurred an aggregate loss on the early extinguishment of mortgage loans payable of $ 715,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

Such aggregate loss was primarily related to the payoff of approximately $ 176,145,000 of mortgage loans payable using the net proceeds from the 2024 Offering.

For the three and six months ended June 30, 2023, we did not incur any gain or loss on the extinguishment of mortgage loans payable.

AMERICAN HEALTHCARE REIT, INC.

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

As of June 30, 2024, the principal payments due on our mortgage loans payable for the remaining six months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

For the three and nine months ended September 30, 2024, we incurred an aggregate loss on the early extinguishment of mortgage loans payable of $ 157,000 and $ 872,000 , respectively, which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such aggregate loss was primarily related to the payoff of mortgage loans payable in February 2024 of approximately $ 176,145,000 using the net proceeds from the February 2024 Offering.

For the three and nine months ended September 30, 2023, we incurred a loss on the early extinguishment of mortgage loan payable of $ 345,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

Such loss was related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in August 2023.

As of September 30, 2024, the principal payments due on our mortgage loans payable for the remaining three months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):

2024 $ 33,036

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The 2022 Credit Facility consisted 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 .

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

As of December 31, 2023, borrowings outstanding under the 2022 Credit Facility totaled $ 914,900,000 , and the weighted average interest rate on such borrowings outstanding was 7.08 % per annum.

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

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

We are required to pay a fee on the unused portion of the lenders’ commitments under the 2024 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.

1 unchanged sentence

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 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of June 30, 2024, our aggregate borrowing capacity under the 2024 Credit Facility was $ 1,150,000,000 , excluding the $ 25,000,000 standby letters of credit described above.

As of June 30, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 668,000,000 ($ 667,373,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 6.67 % per annum.

As of September 30, 2024, our aggregate borrowing capacity under the 2024 Credit Facility was $ 1,150,000,000 , excluding the $ 25,000,000 standby letters of credit described above.

As of September 30, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 596,500,000 ($ 595,938,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 6.39 % per annum.

Trilogy Credit Facility

We, through Trilogy RER, LLC, are party to an amended loan agreement, or the Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;

We, through Trilogy RER, LLC, are party to an amended loan agreement, or the Trilogy Credit Agreement, by and among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC;

CIT Bank, N.A.;

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

The maximum principal amount of the Trilogy Credit Facility could be increased by up to $ 100,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.

The maximum principal amount of the Trilogy Credit Facility

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

could be increased by up to $ 100,000,000 , for a total principal amount of $ 500,000,000 , subject to certain conditions.

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

2 unchanged sentences

(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 and (iii) 1.00 % above one-month Adjusted Term SOFR.

As of both June 30, 2024 and December 31, 2023, our aggregate borrowing capacity under the Trilogy Credit Facility was $ 400,000,000 .

As of June 30, 2024 and December 31, 2023, borrowings outstanding under the Trilogy Credit Facility totaled $ 116,500,000 and $ 309,823,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 8.18 % and 8.20 % per annum, respectively.

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

As of both September 30, 2024 and December 31, 2023, our aggregate borrowing capacity under the Trilogy Credit Facility was $ 400,000,000 .

As of September 30, 2024 and December 31, 2023, borrowings outstanding under the Trilogy Credit Facility totaled $ 32,000 and $ 309,823,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 7.95 % and 8.20 % per annum, respectively.

Derivative Financial Instruments

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

The following table lists the derivative financial instruments held by us as of June 30, 2024 and December 31, 2023, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

The following table lists the derivative financial instruments held by us as of September 30, 2024 and December 31, 2023, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

Instrument Notional

Amount Index Interest Rate Effective Date Maturity Date June 30,

Amount Index Interest Rate Effective Date Maturity Date September 30,

2024 December 31,

6 unchanged sentences

$ ( 3,088 ) $ ( 926 )

As of both June 30, 2024 and December 31, 2023, none of our derivative financial instruments were designated as hedges.

As of both September 30, 2024 and December 31, 2023, none of our derivative financial instruments were designated as hedges.

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

For the three months ended June 30, 2024 and 2023, we recorded a net gain in the fair value of derivative financial instruments of $ 388,000 and $ 4,993,000 , respectively, and for the six months ended June 30, 2024 and 2023, we recorded a net gain in the fair value of derivative financial instruments of $ 6,805,000 and $ 4,798,000 , respectively, as a decrease to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss) related to the change in the fair value of our derivative financial instruments.

On September 20, 2024, we terminated one interest rate swap that would have matured on June 5, 2025 and had a notional amount of $ 200,000,000 .

We paid a fee of $ 415,000 related to such contract termination, which is recorded as loss on the early extinguishment of derivatives and included as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss.

For the three months ended September 30, 2024 and 2023, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 8,967,000 ) and $ 3,402,000 , respectively, and for the nine months ended September 30, 2024 and 2023, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 2,162,000 ) and $ 8,200,000 , respectively, as a (increase)/decrease to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments.

See Note 14, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.

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We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which, if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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

Environmental Matters

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Redeemable Noncontrolling Interests

As of June 30, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4 % and 95.0 %, respectively, general partnership interest in our operating partnership, and the remaining 2.6 % and 5.0 %, respectively, limited partnership interest in our operating partnership was owned by the Limited Partners.

As of September 30, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 98.5 % and 95.0 %, respectively, general partnership interest in our operating partnership, and the remaining 1.5 % and 5.0 %, respectively, limited partnership interest in our operating partnership was owned by limited partners.

Some of the limited partnership units outstanding, which accounted for approximately 1.0 % of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheet.

As a result of the closing of

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

the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control, and the carrying amount of such interests is now presented within noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet as of June 30, 2024.

Further, additional paid-in capital was adjusted to reflect such change in presentation of the Limited Partners interests.

As a result of the closing of the February 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control, and we reclassed the carrying amount of such interests as of such date to noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

Further, additional paid-in capital was adjusted to reflect such change in presentation of limited partners interests.

See Note 13, Equity — Noncontrolling Interests in Total Equity, for a further discussion.

As of June 30, 2024 and December 31, 2023, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0 % ownership interest, owned 100 % and approximately 97.5 %, respectively, of the outstanding equity interests of Trilogy.

As of June 30, 2024 and December 31, 2023, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned 0 % and approximately 2.5 %, respectively, of the outstanding equity interests of Trilogy.

As of December 31, 2023, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly held a 76.0 % ownership interest, owned approximately 97.5 % of the outstanding equity interests of Trilogy.

As of December 31, 2023, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 2.5 % of the outstanding equity interests of Trilogy.

We accounted for such equity interests as redeemable noncontrolling interests or other liabilities in our accompanying condensed consolidated balance sheets in accordance with FASB, Accounting Standards Codification, or ASC, Topic 480-10-S99-3A, given certain features associated with such equity interests.

1 unchanged sentence

In April 2024, we redeemed all the remaining equity interests in Trilogy owned by members of Trilogy management and certain members of Trilogy’s advisory committee, including the redemption of Trilogy Profit Interests, as defined and described at Note 13, Equity — Noncontrolling Interests in Total Equity — Other Noncontrolling Interests, for an aggregate $ 10,771,000 in cash.

For the three and six months ended June 30, 2023, we redeemed a portion of the equity interests owned by certain members of Trilogy’s management for an aggregate of $ 84,000 and $ 15,954,000 , respectively.

As of June 30, 2024 and December 31, 2023, we own, through our operating partnership, approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.

For the nine months ended September 30, 2023, we redeemed the equity interests owned by certain members of Trilogy’s management for an aggregate of $ 15,954,000 .

As of September 30, 2024, there were no outstanding equity interests of Trilogy owned by members of Trilogy’s management or members of Trilogy’s advisory committee.

As of September 30, 2024 and December 31, 2023, we own, through our operating partnership, approximately 98.0 % of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.

The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets.

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

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

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

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the six months ended June 30, 2024 and 2023 (in thousands):

Six Months Ended June 30,

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

Beginning balance $ 33,843 $ 81,598

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

As of both June 30, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

As of both September 30, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $ 0.01 par value per share, whereby 200,000,000 shares are classified as Class T common stock, 100,000,000 shares are classified as Class I common stock and 700,000,000 shares are classified as Common Stock without any designation as to class or series.

1 unchanged sentence

Our initial public offerings were terminated as of April 2019.

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

On February 9, 2024, we closed the 2024 Offering and issued 64,400,000 shares of Common Stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock.

In conjunction with the 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on February 7, 2024.

We received $ 724,625,000 in net proceeds, after deducting the underwriting discount, which was primarily used to repay $ 176,145,000 of mortgage loans payable and $ 545,010,000 on our lines of credit in February 2024.

The underwriting discount and other costs related to the 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of June 30, 2024.

On February 9, 2024, we closed the February 2024 Offering and issued 64,400,000 shares of Common Stock, $ 0.01 par value per share, for a total of $ 772,800,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock.

In conjunction with the February 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on February 7, 2024.

We received $ 724,625,000 in net offering proceeds, after deducting the underwriting discount, which was primarily used to repay $ 176,145,000 of mortgage loans payable and $ 545,010,000 on our lines of credit in February 2024.

The underwriting discount and other costs related to the February 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of September 30, 2024.

Our Class T common stock and Class I common stock were identical to our Common Stock, except that such shares were not listed on the NYSE or any other national securities exchange.

On August 5, 2024, 180 days after the listing of our Common Stock shares on the NYSE, each share of our Class T common stock and Class I common stock automatically, and without any stockholder action, converted into one share of our listed Common Stock.

On September 20, 2024, we closed the September 2024 Offering and issued 20,010,000 shares of Common Stock, $ 0.01 par value per share, for a total of $ 471,236,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 2,610,000 shares of Common Stock.

In conjunction with the September 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on September 19, 2024.

We received $ 451,207,000 in net offering proceeds, after deducting the underwriting discount, which was used to:

(i) exercise our option to purchase our joint venture partner’s 24.0 % minority membership interest in Trilogy REIT Holdings;

(ii) repay $ 116,000,000 of borrowings outstanding under the Trilogy Credit Facility;

and (iii) repay $ 78,000,000 of borrowings outstanding under the 2024 Credit Facility.

See “Noncontrolling Interests in Total Equity – Membership Interest in Trilogy REIT Holdings” below for a further discussion of the purchase of such joint venture interest.

The underwriting discount and other costs related to the September 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of September 30, 2024.

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

Distribution Reinvestment Plan

7 unchanged sentences

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.

We did no t repurchase any shares of our common stock pursuant to our share repurchase plan for the three and six months ended June 30, 2024 and for the three months ended June 30, 2023.

For the six months ended June 30, 2023, we repurchased 1,681 shares of common stock for an aggregate of $ 62,000 at a repurchase price of $ 37.16 per share, pursuant to our share repurchase plan.

We did no t repurchase any shares of our common stock pursuant to our share repurchase plan for the three and nine months ended September 30, 2024 and for the three months ended September 30, 2023.

For the nine months ended September 30, 2023, we repurchased 1,681 shares of common stock for an aggregate of $ 62,000 at a repurchase price of $ 37.16 per share, pursuant to our share repurchase plan.

Such repurchase requests were submitted prior to the suspension of our share repurchase plan.

1 unchanged sentence

Membership Interest in Trilogy REIT Holdings

As of June 30, 2024 and December 31, 2023, Trilogy REIT Holdings owned 100 % and approximately 97.5 %, respectively, of Trilogy.

We are the indirect owner of a 76.0 % 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.

As of December 31, 2023, Trilogy REIT Holdings owned approximately 97.5 % of Trilogy.

We were the indirect owner of a 76.0 % 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.

We serve as the managing member of Trilogy REIT Holdings.

As of both June 30, 2024 and December 31, 2023, NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings, and as such, for the three and six months ended June 30, 2024 and 2023, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0 % minority membership interest in Trilogy REIT Holdings.

If we exercise this purchase option, we will own 100 % of Trilogy REIT Holdings, which will in turn result in us indirectly owning 100 % of Trilogy.

Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below.

If we exercise our purchase option, the all-cash purchase price would be $ 247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would increase to $ 260,000,000 if we consummate the purchase on or after January 1, 2025.

The MIPA also allows us (at our election), instead of paying all cash, to consummate the purchase transaction by using a combination of cash and the issuance of new Series A Cumulative Convertible Preferred Stock, $ 0.01 par value per share, or our Convertible Preferred Stock, as purchase price consideration.

We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock.

The minimum cash

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

amount will be $ 24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $ 26,000,000 if we consummate the purchase on or after January 1, 2025.

If issued, our Convertible Preferred Stock will be perpetual, will have a cumulative cash dividend with an initial annual rate of 4.75 % (on the liquidation preference per share of $ 25.00 of our Convertible Preferred Stock) and will be redeemable by us at any time.

The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption.

In addition, holders of shares of our Convertible Preferred Stock will have the right, at any time on or after July 1, 2026 and from time to time, to convert some or all of such shares into shares of our common stock, subject to certain customary exceptions.

As of June 30, 2024, we did not exercise the purchase option pursuant to the MIPA.

As of December 31, 2023, NHI indirectly owned a 24.0 % membership interest in Trilogy REIT Holdings, and as such, for the three and nine months ended September 30, 2023, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provided us with the option to purchase their 24.0 % minority membership interest in Trilogy REIT Holdings.

On September 20, 2024, using the net proceeds from the September 2024 Offering, we exercised our option to purchase all of the 24.0 % minority membership interest in Trilogy REIT Holdings that was owned by NHI, for a total all-cash purchase price of $ 258,001,000 .

Such purchase price reflects a “base” purchase price of $ 247,000,000 and a supplemental payment of approximately $ 11,001,000 relating to NHI’s pro-rata share of Trilogy REIT Holdings’ budgeted distributions to its members during the pre-exercise period relative to NHI’s actual distributions received during that period.

In connection with such purchase and as of September 20, 2024, we own 100 % of Trilogy REIT Holdings and indirectly own 100 % of Trilogy.

Previously, from January 1, 2024 through September 19, 2024, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

Other Noncontrolling Interests

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The time-based Profit Interests were measured at their grant date fair value and vested in increments of 20.0 % on each anniversary of the respective grant date over a five-year period.

We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which were recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

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

The nonvested awards were presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and were 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.

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

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

See Note 12, Redeemable Noncontrolling Interests, for a further discussion.

1 unchanged sentence

See Note 12, Redeemable Noncontrolling Interests, for a further discussion of our redemption of the Profit Interests.

For the three months ended June 30, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $ 0 and $ 20,000 , respectively.

For the six months ended June 30, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $ 21,000 and $ 41,000 , respectively.

For the three months ended September 30, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $ 0 and $ 21,000 , respectively.

For the nine months ended September 30, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $ 21,000 and $ 62,000 , respectively.

As of December 31, 2023, we owned an 86.0 % interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza.

1 unchanged sentence

In connection with such purchase and as of such date, we own a 100 % interest in such limited liability company.

As such, from January 1, 2024 through February 5, 2024, and for both the three and six months ended June 30, 2023, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

As discussed in Note 1, Organization and Description of Business, as of June 30, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4 % and 95.0 %, respectively, general partnership interest in our operating partnership and the remaining 2.6 % and 5.0 %, respectively, limited OP units in our operating partnership were owned by the Limited Partners.

As a result of the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassed the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity.

Therefore, as of June 30, 2024, 2.6 % of our total operating partnership units outstanding is presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

As such, from January 1, 2024 through February 5, 2024, and for both the three and nine months ended September 30, 2023, 14.0 % of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests.

As discussed in Note 1, Organization and Description of Business, as of September 30, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 98.5 % and 95.0 %, respectively, general partnership interest in our operating partnership and the remaining 1.5 % and 5.0 %, respectively, OP units in our operating partnership were owned by limited partners.

As a result of the closing of the February 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassed the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity.

On August 19, 2024, Platform Healthcare Investor T-II, LLC redeemed all of its OP units in exchange for 1,216,571 shares of our Common Stock on a one -for-one basis, and as a result, is no longer a limited partner of our operating partnership.

Therefore, as of September 30, 2024, 1.5 % of our total operating partnership units outstanding is presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet.

See Note 12, Redeemable Noncontrolling Interests, for a further discussion.

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

AHR Incentive Plan

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Restricted common stock

Pursuant to the AHR Incentive Plan, through June 30, 2024, we granted an aggregate of 1,287,681 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, which included restricted Common Stock, restricted Class T common stock and restricted Class I common stock.

Pursuant to the AHR Incentive Plan, through September 30, 2024, we granted an aggregate of 1,287,681 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, which included restricted Common Stock, restricted Class T common stock and restricted Class I common stock.

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, as well as to certain executive officers and key employees.

The number of RSAs granted through June 30, 2024 above includes an aggregate of 972,222 RSAs we granted in February 2024 to independent directors, executive officers and certain employees upon completion of the 2024 Offering.

The number of RSAs granted through September 30, 2024 above includes an aggregate of 972,222 RSAs we granted in February 2024 to independent directors, executive officers and certain employees upon completion of the February 2024 Offering.

RSAs generally have a vesting period of up to four years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, through June 30, 2024, we granted to our executive officers an aggregate 320,780 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting.

Pursuant to the AHR Incentive Plan, through September 30, 2024, we granted to our executive officers an aggregate 320,780 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting.

We also granted to our executive officers and certain employees 408,033 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting.

1 unchanged sentence

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.

A summary of the status of our nonvested RSAs and RSUs as of June 30, 2024 and December 31, 2023, and the changes for the six months ended June 30, 2024 is presented below:

AMERICAN HEALTHCARE REIT, INC.

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

A summary of the status of our nonvested RSAs and RSUs as of September 30, 2024 and December 31, 2023, and the changes for the nine months ended September 30, 2024 is presented below:

RSAs Number of

4 unchanged sentences

Vested ( 26,376 ) $ 31.92 ( 54,010 ) (1) $ 31.98

Forfeited — $ — ( 725 ) $ 37.16

Balance — June 30, 2024

Forfeited/cancelled ( 6 ) $ 36.90 ( 727 ) $ 37.16

Balance — September 30, 2024

1,092,884 $ 15.74 650,352 $ 19.36

(1) Amount includes 4,959 shares of common stock that were withheld from issuance to satisfy employee minimum tax withholding requirements associated with the vesting of RSUs during the six months ended June 30, 2024.

For the three months ended June 30, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 2,765,000 and $ 1,564,000 , respectively.

For the six months ended June 30, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 4,679,000 and $ 2,615,000 , respectively.

Such expense was based on the grant date fair value for time-based awards and for performance-based awards that are probable of vesting, which fair value calculation used the most recently published estimated per share net asset value for awards granted prior to the 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the 2024 Offering date.

Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income (loss).

AMERICAN HEALTHCARE REIT, INC.

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

(1) Amount includes 4,959 shares of common stock that were withheld to satisfy employee tax withholding requirements associated with the vesting of RSUs during the nine months ended September 30, 2024.

For the three months ended September 30, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 2,630,000 and $ 1,558,000 , respectively.

For the nine months ended September 30, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $ 7,309,000 and $ 4,173,000 , respectively.

Such expense was based on the grant date fair value for time-based awards and for performance-based awards that are probable of vesting, which fair value calculation used the most recently published estimated per share net asset value for awards granted prior to the February 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the February 2024 Offering date.

Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Assets and Liabilities Reported at Fair Value

The table below presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Quoted Prices in

8 unchanged sentences

Derivative financial instruments $ — $ ( 3,088 ) $ — $ ( 3,088 )

Total assets at fair value $ — $ 5,879 $ — $ 5,879

Total liabilities at fair value $ — $ ( 3,088 ) $ — $ ( 3,088 )

AMERICAN HEALTHCARE REIT, INC.

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

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

12 unchanged sentences

Total liabilities at fair value $ — $ ( 2,389 ) $ — $ ( 2,389 )

There were no transfers into and out of fair value measurement levels during the six months ended June 30, 2024 and 2023.

There were no transfers into and out of fair value measurement levels during the nine months ended September 30, 2024 and 2023.

Derivative Financial Instruments

7 unchanged sentences

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 this instrument utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty.

However, as of June 30, 2024, 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.

However, as of September 30, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives.

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

AMERICAN HEALTHCARE REIT, INC.

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

Financial Instruments Disclosed at Fair Value

3 unchanged sentences

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

AMERICAN HEALTHCARE REIT, INC.

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

The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities.

1 unchanged sentence

We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy.

The carrying amounts and estimated fair values of such financial instruments as of June 30, 2024 and December 31, 2023 were as follows (in thousands):

The carrying amounts and estimated fair values of such financial instruments as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30,

Amount(1) Fair

18 unchanged sentences

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

As of both June 30, 2024 and December 31, 2023, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

AMERICAN HEALTHCARE REIT, INC.

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

As of both September 30, 2024 and December 31, 2023, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

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

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

As of both June 30, 2024 and December 31, 2023, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income.

As of both September 30, 2024 and December 31, 2023, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income.

We will continue to monitor industry and economic conditions and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.

AMERICAN HEALTHCARE REIT, INC.

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

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

For the three months ended June 30, 2024 and 2023, we recognized $ 45,207,000 and $ 49,216,000 , respectively, of revenues related to operating lease payments, of which $ 9,143,000 and $ 9,711,000 , respectively, was for variable lease payments.

For the six months ended June 30, 2024 and 2023, we recognized $ 91,213,000 and $ 91,519,000 , respectively, of revenues related to operating lease payments, of which $ 18,800,000 and $ 19,750,000 , respectively, was for variable lease payments.

As of June 30, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining six months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

For the three months ended September 30, 2024 and 2023, we recognized $ 45,168,000 and $ 45,582,000 , respectively, of revenues related to operating lease payments, of which $ 8,975,000 and $ 9,800,000 , respectively, was for variable lease payments.

For the nine months ended September 30, 2024 and 2023, we recognized $ 136,382,000 and $ 137,101,000 , respectively, of revenues related to operating lease payments, of which $ 27,776,000 and $ 29,551,000 , respectively, was for variable lease payments.

As of September 30, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining three months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

2024 $ 34,932

12 unchanged sentences

The components of lease costs were as follows (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Lease Cost Classification 2024

6 unchanged sentences

Total lease cost $ 9,628 $ 11,368

Six Months Ended June 30,

Nine Months Ended September 30,

Lease Cost Classification 2024

8 unchanged sentences

Additional information related to our leases for the periods presented below was as follows (dollars in thousands):

Lease Term and Discount Rate June 30,

Lease Term and Discount Rate September 30,

Weighted average remaining lease term (in years):

6 unchanged sentences

8.22 % 7.78 %

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Disclosure of Cash Flows Information 2024 2023

5 unchanged sentences

Operating Leases

As of June 30, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining six months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet (in thousands):

2024 $ 15,873

As of September 30, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining three months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as the reconciliation of those cash flows to operating lease liabilities on our accompanying condensed consolidated balance sheet (in thousands):

Thereafter 136,396

3 unchanged sentences

Finance Leases

As of June 30, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining six months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands):

As of September 30, 2024, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the remaining three months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands):

Total undiscounted finance lease payments 39

15 unchanged sentences

While we believe that net income or loss, as defined by GAAP, is the most appropriate earnings measurement, our chief operating decision maker evaluates performance of our combined properties in each reportable business segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment.

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 intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income or expense and income tax benefit or expense for each segment.

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 in fair value of derivative financial instruments, gain or loss on dispositions of real estate investments, 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 or expense 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.

Summary information for the reportable segments during the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):

Summary information for the reportable segments during the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):

Senior Health

1 unchanged sentence

Properties Three Months

September 30,

Resident fees and services $ 409,626 $ 67,208 $ — $ — $ 476,834

9 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 30,596 )

Gain in fair value of derivative financial instruments 388

Loss on dispositions of real estate investments, net ( 2 )

Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt and derivative extinguishments) ( 30,395 )

Loss in fair value of derivative financial instruments ( 8,967 )

Loss on disposition of real estate investment ( 4 )

Loss from unconsolidated entities ( 2,123 )

2 unchanged sentences

Total net other expense ( 36,662 )

Income before income taxes 3,612

Loss before income taxes ( 2,830 )

Income tax expense ( 263 )

Net income $ 2,926

Net loss $ ( 3,093 )

AMERICAN HEALTHCARE REIT, INC.

3 unchanged sentences

Properties Three Months

September 30,

Revenues and grant income:

11 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 40,990 )

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishment) ( 42,005 )

Gain in fair value of derivative financial instruments 3,402

Loss on dispositions of real estate investments, net ( 2,072 )

Gain on dispositions of real estate investments, net 31,981

Impairment of real estate investments ( 12,510 )

Loss from unconsolidated entities ( 505 )

Foreign currency gain 1,068

Foreign currency loss ( 1,704 )

Other income 1,755

7 unchanged sentences

Campuses SHOP OM Triple-Net

Properties Six Months

Properties Nine Months

September 30,

Resident fees and services

13 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 67,034 )

Gain in fair value of derivative financial instruments 6,805

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt and derivative extinguishments) ( 97,429 )

Loss in fair value of derivative financial instruments ( 2,162 )

Gain on dispositions of real estate investments, net 2,257

Loss from unconsolidated entities ( 4,363 )

Foreign currency loss ( 344 )

Foreign currency gain 2,345

Other income, net 7,107

Total net other expense ( 92,245 )

Income before income taxes 886

Loss before income taxes ( 1,944 )

Income tax expense ( 1,227 )

4 unchanged sentences

Campuses SHOP OM Triple-Net

Properties Six Months

Properties Nine Months

September 30,

Revenues and grant income:

15 unchanged sentences

Interest expense:

Interest expense (including amortization of deferred financing costs and debt discount/premium) ( 80,001 )

Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) ( 122,006 )

Gain in fair value of derivative financial instruments 8,200

Loss on dispositions of real estate investments, net ( 2,204 )

Gain on dispositions of real estate investments, net 29,777

Impairment of real estate investments ( 12,510 )

Loss from unconsolidated entities ( 924 )

6 unchanged sentences

Net loss $ ( 45,928 )

Total assets by reportable segment as of June 30, 2024 and December 31, 2023 were as follows (in thousands):

Total assets by reportable segment as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30,

Integrated senior health campuses $ 2,224,315 $ 2,197,762

6 unchanged sentences

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

As of both June 30, 2024 and December 31, 2023, goodwill of $ 168,177,000 , $ 47,812,000 and $ 18,953,000 was allocated to our integrated senior health campuses, OM and triple-net leased properties segments, respectively.

As of both September 30, 2024 and December 31, 2023, goodwill of $ 168,177,000 , $ 47,812,000 and $ 18,953,000 was allocated to our integrated senior health campuses, OM and triple-net leased properties segments, respectively.

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man.

1 unchanged sentence

The following is a summary of geographic information for our operations for the periods presented (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

$ 523,814 $ 464,240 $ 1,527,928 $ 1,384,037

The following is a summary of real estate investments, net by geographic regions as of June 30, 2024 and December 31, 2023 (in thousands):

The following is a summary of real estate investments, net by geographic regions as of September 30, 2024 and December 31, 2023 (in thousands):

September 30,

Real estate investments, net:

7 unchanged sentences

We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC.

As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents in excess of FDIC insured limits.

As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents in excess of FDIC insured limits.

We believe this risk is not significant.

1 unchanged sentence

We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases as of June 30, 2024, properties in two states in the United States accounted for 10.0 % or more of our total consolidated 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 June 30, 2024.

Properties located in Indiana and Ohio accounted for 39.2 % and 14.7 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Based on leases as of September 30, 2024, properties in three states in the United States accounted for 10.0 % or more of our total consolidated 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 September 30, 2024.

Properties located in Indiana, Ohio and Kentucky accounted for 28.7 %, 12.5 % and 12.3 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of June 30, 2024, our integrated senior health campuses, OM, triple-net leased properties and SHOP segments accounted for 52.8 %, 26.5 %, 10.7 % and 10.0 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

As of June 30, 2024, no ne of our tenants at our properties accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

Based on leases in effect as of September 30, 2024, our integrated senior health campuses, OM, SHOP and triple-net leased properties segments accounted for 55.8 %, 23.4 %, 11.3 % and 9.5 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI.

As of September 30, 2024, no ne of our tenants at our properties accounted for 10.0 % or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

AMERICAN HEALTHCARE REIT, INC.

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

Per Share Data

The following table presents the amounts used in computing our basic and diluted earnings per share (in thousands, except share and per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

2024 2023 2024 2023

Net income (loss) attributable to controlling interest — basic

$ 1,979 $ ( 12,183 ) $ ( 1,913 ) $ ( 38,055 )

Adjustment for net income (loss) attributable to nonvested restricted stock awards ( 1 ) — — —

Net income (loss) attributable to controlling interest — diluted

$ 1,978 $ ( 12,183 ) $ ( 1,913 ) $ ( 38,055 )

Denominator for basic earnings per share — weighted average shares

130,532,144 66,033,345 117,413,643 66,029,779

Effect of dilutive securities:

nonvested restricted stock awards 157,745 — — —

Denominator for diluted earnings per share — adjusted weighted average shares

130,689,889 66,033,345 117,413,643 66,029,779

Basic earnings per share attributable to controlling interest $ 0.01 $ ( 0.19 ) $ ( 0.02 ) $ ( 0.58 )

Diluted earnings per share attributable to controlling interest $ 0.01 $ ( 0.19 ) $ ( 0.02 ) $ ( 0.58 )

Earnings Per Share

Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period.

Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all dilutive securities, if any.

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.

For the three and six months ended June 30, 2024 and 2023, 3,501,976 limited partnership units of our operating partnership outstanding were excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods.

During the three months ended June 30, 2024, 121,418 nonvested RSAs and 341,098 nonvested TBUs outstanding were excluded from the computation of diluted earnings (loss) per share because such restricted stock awards were anti-dilutive during the period.

During the six months ended June 30, 2024, and the three and six months ended June 30, 2023, all nonvested RSAs and TBUs outstanding were excluded from the computation of diluted earnings (loss) per share because such restricted stock awards were anti-dilutive during these periods.

As of June 30, 2024 and December 31, 2023, there were 309,256 and 70,751 , respectively, nonvested PBUs outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation.

TBUs, nonvested shares of our RSAs and limited OP units are participating securities and give rise to potentially dilutive shares of our common stock.

For the three and nine months ended September 30, 2024, 2,933,361 and 3,311,054 limited OP units, respectively, and for both the three and nine months ended September 30, 2023, 3,501,976 limited OP units, were excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods.

For the three months ended September 30, 2024 and 2023, 1,092,886 and 186,868 nonvested RSAs, respectively, and for the nine months ended September 30, 2024 and 2023, 969,889 and 185,193 nonvested RSAs, respectively, were excluded from the computation of diluted earnings (loss) per share because such restricted stock awards were anti-dilutive during these periods.

For the three months ended September 30, 2024 and 2023, 341,098 and 163,058 nonvested TBUs, respectively, and for the nine months ended September 30, 2024 and 2023, 286,314 and 113,987 nonvested TBUs, respectively, were excluded from the computation of diluted earnings (loss) per share because such restricted stock awards were anti-dilutive during these periods.

For the three months ended September 30, 2024 and 2023, 309,254 and 70,751 nonvested PBUs, respectively, and for the nine months ended September 30, 2024 and 2023, 236,137 and 56,800 nonvested PBUs, respectively, were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation.

Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were antidilutive during the period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements