Item 1. Financial Statements
Item 1. Financial Statements.
AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2025 and December 31, 2024
(In thousands, except share and per share amounts) (Unaudited)
June 30,
2025 December 31,
2024
ASSETS
Real estate investments, net $ 3,346,121 $ 3,366,648
Debt security investment, net 91,849 91,264
Cash and cash equivalents 133,494 76,702
Restricted cash 36,497 46,599
Accounts and other receivables, net 224,072 211,104
Identified intangible assets, net 155,886 161,473
Goodwill 234,942 234,942
Operating lease right-of-use assets, net 147,893 163,987
Other assets, net 135,896 135,338
Total assets $ 4,506,650 $ 4,488,057
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans payable, net(1) $ 983,510 $ 982,071
Lines of credit and term loan, net(1) 549,632 688,534
Accounts payable and accrued liabilities(1) 273,702 258,324
Identified intangible liabilities, net 2,618 3,001
Financing obligations(1) 34,364 34,870
Operating lease liabilities(1) 148,215 165,239
Security deposits, prepaid rent and other liabilities(1) 51,965 51,856
Total liabilities 2,044,006 2,183,895
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 11)
— 220
Equity:
Stockholders’ equity:
Preferred stock, $ 0.01 par value per share; 200,000,000 shares authorized; no ne issued and outstanding
— —
Common Stock, $ 0.01 par value per share; 700,000,000 shares authorized; 164,578,233 and 157,446,697 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
1,638 1,564
Additional paid-in capital 3,957,653 3,720,268
Accumulated deficit ( 1,536,301 ) ( 1,458,089 )
Accumulated other comprehensive loss ( 1,993 ) ( 2,512 )
Total stockholders’ equity 2,420,997 2,261,231
Noncontrolling interests (Note 12)
41,647 42,711
Total equity 2,462,644 2,303,942
Total liabilities, redeemable noncontrolling interests and equity $ 4,506,650 $ 4,488,057
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
As of June 30, 2025 and December 31, 2024
(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, 2025 and December 31, 2024. 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, Lines of Credit and Term Loan, held by American Healthcare REIT Holdings, LP in the amount of $ 550,000 and $ 689,000 as of June 30, 2025 and December 31, 2024, respectively, which was guaranteed by American Healthcare REIT, Inc.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three and Six Months Ended June 30, 2025 and 2024
(In thousands, except share and per share amounts) (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025 2024 2025 2024
Revenues:
Resident fees and services $ 501,285 $ 458,013 $ 998,461 $ 910,131
Real estate revenue 41,218 46,568 84,645 93,983
Total revenues 542,503 504,581 1,083,106 1,004,114
Expenses:
Property operating expenses 426,285 402,564 858,708 806,193
Rental expenses 12,990 13,323 26,633 27,050
General and administrative 14,943 11,746 28,098 23,574
Business acquisition expenses ( 79 ) 15 1,758 2,797
Depreciation and amortization 41,941 45,264 83,055 88,031
Total expenses 496,080 472,912 998,252 947,645
Other income (expense):
Interest expense:
Interest expense, net ( 22,632 ) ( 30,596 ) ( 45,577 ) ( 67,034 )
(Loss) gain in fair value of derivative financial instruments ( 629 ) 388 ( 1,379 ) 6,805
(Loss) gain on dispositions of real estate investments, net ( 2,676 ) ( 2 ) ( 3,035 ) 2,261
Impairment of real estate investments ( 12,659 ) — ( 34,365 ) —
Loss from unconsolidated entities ( 1,238 ) ( 1,035 ) ( 3,086 ) ( 2,240 )
Foreign currency gain (loss) 2,742 82 4,158 ( 344 )
Other income, net 1,480 3,106 3,005 4,969
Total net other expense ( 35,612 ) ( 28,057 ) ( 80,279 ) ( 55,583 )
Income before income taxes 10,811 3,612 4,575 886
Income tax expense ( 732 ) ( 686 ) ( 1,336 ) ( 964 )
Net income (loss) 10,079 2,926 3,239 ( 78 )
Net income attributable to noncontrolling interests ( 171 ) ( 947 ) ( 135 ) ( 1,835 )
Net income (loss) attributable to controlling interest $ 9,908 $ 1,979 $ 3,104 $ ( 1,913 )
Net income (loss) per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest:
Basic $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )
Diluted $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )
Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding:
Basic 160,499,581 130,532,144 158,721,080 117,413,643
Diluted 161,143,556 130,689,889 159,318,503 117,413,643
Net income (loss) $ 10,079 $ 2,926 $ 3,239 $ ( 78 )
Other comprehensive income (loss):
Foreign currency translation adjustments 343 12 519 ( 31 )
Total other comprehensive income (loss) 343 12 519 ( 31 )
Comprehensive income (loss) 10,422 2,938 3,758 ( 109 )
Comprehensive income attributable to noncontrolling interests ( 171 ) ( 947 ) ( 135 ) ( 1,835 )
Comprehensive income (loss) attributable to controlling interest $ 10,251 $ 1,991 $ 3,623 $ ( 1,944 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three and Six Months Ended June 30, 2025 and 2024
(In thousands, except share and per share amounts) (Unaudited)
Three Months Ended June 30, 2025
Stockholders’ Equity
Common Stock
Number
of
Shares Amount Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
BALANCE — March 31, 2025 159,065,005 $ 1,583 $ 3,768,030 $ ( 1,504,861 ) $ ( 2,336 ) $ 2,262,416 $ 42,072 $ 2,304,488
Issuance of common stock in an offering 5,451,577 54 188,580 — — 188,634 — 188,634
Offering costs — common stock — — ( 1,843 ) — — ( 1,843 ) — ( 1,843 )
Issuance of nonvested restricted common stock 24,336 — — — — — — —
Vested restricted common stock and stock units(1) 37,315 1 ( 514 ) — — ( 513 ) — ( 513 )
Amortization related to equity compensation plans — — 3,190 — — 3,190 — 3,190
Distributions to noncontrolling interests — — — — — — ( 606 ) ( 606 )
Adjustment to value of redeemable noncontrolling interests — — 210 — — 210 — 210
Distributions declared ($ 0.25 per share)
— — — ( 41,348 ) — ( 41,348 ) — ( 41,348 )
Net income — — — 9,908 — 9,908 181 10,089 (2)
Other comprehensive income — — — — 343 343 — 343
BALANCE — June 30, 2025
164,578,233 $ 1,638 $ 3,957,653 $ ( 1,536,301 ) $ ( 1,993 ) $ 2,420,997 $ 41,647 $ 2,462,644
Three Months Ended June 30, 2024
Stockholders’ Equity
Common Stock Class T
Common Stock Class I
Common Stock
Number
of
Shares Amount Number
of
Shares Amount Number
of
Shares Amount Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity Noncontrolling
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 )
Amortization of nonvested restricted common stock and stock units — — — — — — 2,765 — — 2,765 — 2,765
Distributions to noncontrolling interests — — — — — — — — — — ( 975 ) ( 975 )
Adjustment to value of redeemable noncontrolling interests — — — — — — 861 — — 861 276 1,137
Distributions declared ($ 0.25 per share)
— — — — — — — ( 33,074 ) — ( 33,074 ) — ( 33,074 )
Net income — — — — — — — 1,979 — 1,979 958 2,937 (2)
Other comprehensive income — — — — — — — — 12 12 — 12
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
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
For the Three and Six Months Ended June 30, 2025 and 2024
(In thousands, except share and per share amounts) (Unaudited)
Six Months Ended June 30, 2025
Stockholders’ Equity
Common Stock
Number
of
Shares Amount Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
BALANCE — December 31, 2024 157,446,697 $ 1,564 $ 3,720,268 $ ( 1,458,089 ) $ ( 2,512 ) $ 2,261,231 $ 42,711 $ 2,303,942
Issuance of common stock in an offering 7,028,690 70 236,230 — — 236,300 — 236,300
Offering costs — common stock — — ( 2,385 ) — — ( 2,385 ) — ( 2,385 )
Issuance of nonvested restricted common stock 24,336 — — — — — — —
Vested restricted common stock and stock units(1) 78,510 4 ( 2,406 ) — — ( 2,402 ) — ( 2,402 )
Amortization related to equity compensation plans — — 5,741 — — 5,741 — 5,741
Distributions to noncontrolling interests — — — — — — ( 1,214 ) ( 1,214 )
Adjustment to value of redeemable noncontrolling interests — — 205 — — 205 — 205
Distributions declared ($ 0.50 per share)
— — — ( 81,316 ) — ( 81,316 ) — ( 81,316 )
Net income — — — 3,104 — 3,104 150 3,254 (2)
Other comprehensive income — — — — 519 519 — 519
BALANCE — June 30, 2025 164,578,233 $ 1,638 $ 3,957,653 $ ( 1,536,301 ) $ ( 1,993 ) $ 2,420,997 $ 41,647 $ 2,462,644
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)
For the Three and Six Months Ended June 30, 2025 and 2024
(In thousands, except share and per share amounts) (Unaudited)
Six Months Ended June 30, 2024
Stockholders’ Equity
Common Stock Class T
Common Stock Class I
Common Stock
Number
of
Shares Amount Number
of
Shares Amount Number
of
Shares Amount Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
BALANCE — December 31, 2023
— $ — 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 in an offering 64,400,000 644 — — — — 772,156 — — 772,800 — 772,800
Offering costs — common stock — — — — — — ( 53,542 ) — — ( 53,542 ) — ( 53,542 )
Issuance of nonvested restricted common stock 972,222 — — — — — — — — — — —
Vested restricted common stock and stock units(1) — — 49,051 1 — — ( 72 ) — — ( 71 ) — ( 71 )
Amortization of nonvested restricted common stock and stock units — — — — — — 4,679 — — 4,679 — 4,679
Stock based compensation — — — — — — — — — — 21 21
Repurchase of common stock — — ( 431 ) — — — ( 14 ) — — ( 14 ) — ( 14 )
Purchase of noncontrolling interest — — — — — — ( 478 ) — — ( 478 ) 37 ( 441 )
Distributions to noncontrolling interests — — — — — — — — — — ( 1,967 ) ( 1,967 )
Reclassification of noncontrolling interests from mezzanine equity, net — — — — — — — — — — 15,282 15,282
Adjustment to value of redeemable noncontrolling interests — — — — — — 7,770 — — 7,770 268 8,038
Distributions declared ($ 0.50 per share)
— — — — — — — ( 66,150 ) — ( 66,150 ) — ( 66,150 )
Net (loss) income — — — — — — — ( 1,913 ) — ( 1,913 ) 1,867 ( 46 ) (2)
Other comprehensive loss — — — — — — — — ( 31 ) ( 31 ) — ( 31 )
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
___________
(1) The amounts are shown net of common stock withheld to satisfy employee minimum tax withholding requirements in connection with the vesting of restricted common stock and stock units. See Note 12, Equity — Equity Compensation Plans, for further discussion.
(2) For the three months ended June 30, 2025 and 2024, amounts exclude $ 10 and $ 11 , respectively, of net loss attributable to redeemable noncontrolling interests. For the six months ended June 30, 2025 and 2024, amounts exclude $ 15 and $ 32 , respectively, of net loss attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for further discussion.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2025 and 2024
(In thousands) (Unaudited)
Six Months Ended June 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 3,239 $ ( 78 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 83,055 88,031
Other amortization 19,213 22,645
Deferred rent ( 1,556 ) ( 1,880 )
Stock based compensation 5,741 5,203
Loss (gain) on dispositions of real estate investments, net 3,035 ( 2,261 )
Impairment of real estate investments 34,365 —
Loss from unconsolidated entities 3,086 2,240
Foreign currency (gain) loss ( 4,172 ) 332
Loss on extinguishments of debt 1,754 1,280
Change in fair value of derivative financial instruments 1,379 ( 6,805 )
Changes in operating assets and liabilities:
Accounts and other receivables ( 13,581 ) ( 20,839 )
Other assets ( 5,006 ) ( 13,757 )
Accounts payable and accrued liabilities 16,735 ( 1,652 )
Operating lease liabilities ( 15,523 ) ( 17,092 )
Security deposits, prepaid rent and other liabilities 327 ( 1,919 )
Net cash provided by operating activities 132,091 53,448
CASH FLOWS FROM INVESTING ACTIVITIES
Developments and capital expenditures ( 48,077 ) ( 38,375 )
Acquisitions of real estate investments ( 81,886 ) ( 46,428 )
Proceeds from dispositions of real estate investments 36,428 14,520
Investments in unconsolidated entities ( 360 ) —
Issuances of real estate notes receivable ( 5,855 ) ( 14,403 )
Principal repayments on real estate notes receivable 6,625 19,283
Real estate and other deposits ( 1,737 ) ( 131 )
Net cash used in investing activities ( 94,862 ) ( 65,534 )
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under mortgage loans payable 30,000 27,204
Payments on mortgage loans payable ( 30,708 ) ( 194,560 )
Borrowings under the lines of credit and term loan 132,500 434,600
Payments on the lines of credit and term loan ( 271,532 ) ( 874,823 )
Payments on financing and other obligations ( 1,049 ) ( 1,575 )
Deferred financing costs ( 259 ) ( 7,115 )
Debt extinguishment costs ( 52 ) —
Proceeds from issuance of common stock in offerings 236,300 772,800
Payment of offering costs ( 2,313 ) ( 49,469 )
Distributions paid ( 79,425 ) ( 49,594 )
Repurchase of common stock — ( 14 )
Payments to taxing authorities in connection with common stock directly withheld from employees ( 2,402 ) ( 71 )
Purchase of noncontrolling interest — ( 441 )
Distributions to noncontrolling interests ( 1,214 ) ( 1,971 )
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AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
For the Six Months Ended June 30, 2025 and 2024
(In thousands) (Unaudited)
Six Months Ended June 30,
2025 2024
Redemption of noncontrolling interest $ — $ ( 36,083 )
Security deposits ( 498 ) 47
Net cash provided by financing activities 9,348 18,935
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 46,577 $ 6,849
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 113 ( 29 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period 123,301 90,782
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period $ 169,991 $ 97,602
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period:
Cash and cash equivalents $ 76,702 $ 43,445
Restricted cash 46,599 47,337
Cash, cash equivalents and restricted cash $ 123,301 $ 90,782
End of period:
Cash and cash equivalents $ 133,494 $ 52,087
Restricted cash 36,497 45,515
Cash, cash equivalents and restricted cash $ 169,991 $ 97,602
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 41,716 $ 62,875
Income taxes $ 836 $ 734
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued developments and capital expenditures $ 20,739 $ 22,098
Capital expenditures from financing and other obligations $ — $ 353
Tenant improvement overage $ 82 $ 3,749
Acquisition of real estate investments with assumed mortgage loans payable, net of debt discount $ — $ 91,472
Reclassification of noncontrolling interests from mezzanine equity, net $ — $ 15,282
Distributions declared but not paid $ 42,266 $ 34,145
Accrued offering costs $ 78 $ 511
The following represents the net increase (decrease) in certain assets and liabilities in connection with our acquisitions and dispositions of investments:
Accounts and other receivables $ ( 7 ) $ 343
Other assets, net $ ( 2,191 ) $ ( 3,749 )
Accounts payable and accrued liabilities $ ( 2,393 ) $ 51
Security deposits and other liabilities $ ( 471 ) $ ( 236 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three and Six Months Ended June 30, 2025 and 2024
The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc. and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted.
1. Organization and Description of Business
Overview and Background
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 senior housing, skilled nursing facilities, or SNFs, outpatient medical, or OM, buildings and other healthcare-related facilities. We have built a fully-integrated management platform that operates clinical healthcare properties throughout the United States, and in the United Kingdom and the Isle of Man. We own and operate our integrated senior health campuses, or ISHC, 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 acquire other real estate-related investments in the future on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.
Operating Partnership
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 June 30, 2025 and December 31, 2024 , we owned 98.8 % and 98.7 %, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.2 % and 1.3 % of the OP units, respectively, were owned by the following limited partners: (i) 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 non-executive directors; and (ii) a wholly owned subsidiary of Griffin Capital Company, LLC. See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, for a further discussion of the ownership in our operating partnership.
Real Estate Investments Portfolio
We currently operate through four reportable business segments: ISHC, OM, SHOP and triple-net leased properties. As of June 30, 2025, we owned and/or operated 309 buildings and ISHC representing approximately 19,228,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $ 4,513,420,000 . In addition, as of June 30, 2025, we also owned a real estate-related debt investment purchased for $ 60,429,000 .
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our accompanying condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs in which we are the primary beneficiary. The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying condensed consolidated financial statements as a noncontrolling interest. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
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, 2025 and December 31, 2024, we owned a 98.8 % and 98.7 %, respectively, general partnership interest therein, and the remaining 1.2 % and 1.3 %, respectively, partnership interest was owned by the 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). All intercompany accounts and transactions are eliminated in consolidation.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the U.S. Securities and Exchange Commission, or SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to the SEC’s rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; 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 2024 Annual Report on Form 10-K, as filed with the SEC on February 28, 2025.
Use of Estimates
The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through property acquisitions including through business combinations, goodwill and its impairment, revenues, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.
Revenue Recognition — Resident Fees and Services Revenue
Disaggregation of Resident Fees and Services Revenue
The following tables disaggregate our resident fees and services revenue by line of business, according to whether such revenue is recognized at a point in time or over time, for the periods presented below (in thousands):
Three Months Ended June 30,
2025 2024
ISHC SHOP(1) Total ISHC SHOP(1) Total
Over time $ 351,321 $ 75,314 $ 426,635 $ 325,618 $ 62,654 $ 388,272
Point in time 72,504 2,146 74,650 68,156 1,585 69,741
Total resident fees and services
$ 423,825 $ 77,460 $ 501,285 $ 393,774 $ 64,239 $ 458,013
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Six Months Ended June 30,
2025 2024
ISHC SHOP(1) Total ISHC SHOP(1) Total
Over time $ 704,448 $ 147,082 $ 851,530 $ 650,135 $ 120,274 $ 770,409
Point in time 142,741 4,190 146,931 136,761 2,961 139,722
Total resident fees and services
$ 847,189 $ 151,272 $ 998,461 $ 786,896 $ 123,235 $ 910,131
The following tables disaggregate our resident fees and services revenue by payor class, for the periods presented below (in thousands):
Three Months Ended June 30,
2025 2024
ISHC SHOP(1) Total ISHC SHOP(1) Total
Medicare
$ 168,181 $ 1,571 $ 169,752 $ 124,986 $ 1,482 $ 126,468
Private and other payors
159,256 65,714 224,970 179,586 53,797 233,383
Medicaid
96,388 10,175 106,563 89,202 8,960 98,162
Total resident fees and services
$ 423,825 $ 77,460 $ 501,285 $ 393,774 $ 64,239 $ 458,013
Six Months Ended June 30,
2025 2024
ISHC SHOP(1) Total ISHC SHOP(1) Total
Medicare
$ 335,483 $ 3,243 $ 338,726 $ 245,335 $ 2,726 $ 248,061
Private and other payors
321,218 127,496 448,714 363,908 104,972 468,880
Medicaid
190,488 20,533 211,021 177,653 15,537 193,190
Total resident fees and services
$ 847,189 $ 151,272 $ 998,461 $ 786,896 $ 123,235 $ 910,131
___________
(1) Includes fees for basic housing, as well as fees for assisted living or skilled nursing care. We record revenue when services are rendered at amounts billable to individual residents. Residency agreements are generally for a term of 30 days, with resident fees billed monthly in advance. For residents under reimbursement arrangements with third-party payors, including Medicaid, Medicare and private insurers, revenue is recorded based on contractually agreed-upon amounts or rates on a daily, per resident basis or as services are performed.
Accounts Receivable, Net — Resident Fees and Services Revenue
The beginning and ending balances of accounts receivable, net — resident fees and services are as follows (in thousands):
Private
and
Other Payors Medicare Medicaid Total
Beginning balance — January 1, 2025
$ 69,198 $ 57,807 $ 39,966 $ 166,971
Ending balance — June 30, 2025
67,869 65,310 44,344 177,523
(Decrease)/increase $ ( 1,329 ) $ 7,503 $ 4,378 $ 10,552
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Deferred Revenue — Resident Fees and Services Revenue
Deferred revenue is included in security deposits, prepaid rent and other liabilities in our accompanying condensed consolidated balance sheets. The beginning and ending balances of deferred revenue — resident fees and services, almost all of which relates to private and other payors, are as follows (in thousands):
Total
Beginning balance — January 1, 2025
$ 24,727
Ending balance — June 30, 2025
25,836
Increase $ 1,109
Resident and Tenant Receivables and Allowances
Resident receivables, which are related to resident fees and services revenue, are carried net of an allowance for credit losses. An allowance is maintained for estimated losses resulting from the inability of residents and payors to meet the contractual obligations under their lease or service agreements. 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).
The following is a summary of our adjustments to allowances for the periods presented below (in thousands):
Six Months Ended June 30,
2025 2024
Beginning balance
$ 22,582 $ 17,037
Additional allowances 16,153 13,212
Write-offs ( 6,132 ) ( 10,680 )
Recoveries collected or adjustments ( 4,817 ) ( 1,555 )
Ending balance
$ 27,786 $ 18,014
Accounts Payable and Accrued Liabilities
As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our ISHC and SHOP of $ 57,370,000 and $ 45,438,000 , respectively, insurance reserves of $ 50,961,000 and $ 47,578,000 , respectively, accrued distributions of $ 42,266,000 and $ 40,375,000 , respectively, accrued property taxes of $ 22,926,000 and $ 23,540,000 , respectively, and accrued developments and capital expenditures of $ 20,739,000 and $ 22,644,000 , respectively.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standard Board, or FASB, issued Accounting Standard Update, or ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively; however, retrospective application is permitted. We expect to include additional tax disclosures in the notes to our annual financial statements upon our adoption of ASU 2023-09 beginning with our 2025 Annual Report on Form 10-K, and no other changes to our existing disclosures or consolidated financial statements are expected to result from the adoption of such standard.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , or ASU 2025-01. ASU 2024-03 requires new financial statement disclosure to be provided in the notes to the financial statements in a tabular presentation related to the disaggregation of certain expense captions presented on the face of the income statement within continuing operations that include expense categories such as: (i) purchases of inventory; (ii) employee compensation; (iii) depreciation; and (iv) intangible asset amortization. ASU 2024-03 and ASU 2025-01 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied retrospectively or prospectively. We are currently evaluating this guidance to determine the impact on our consolidated financial statement disclosures beginning with our 2027 Annual Report on Form 10-K.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , or ASU 2025-03. ASU 2025-03 amends the guidance Topic 805 and Topic 810, to improve the determination of the accounting acquirer in business combinations involving VIEs. Under the new guidance, entities are required to apply the general principles in Topic 805 to identify the accounting acquirer when the legal acquiree is a VIE that meets the definition of a business, and the transaction is primarily effected by exchanging equity interests. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted and should be applied prospectively to any acquisition transaction that occurs after the adoption date. We are currently evaluating this guidance to determine the impact on our consolidated financial statement and disclosures beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2027.
3. Real Estate Investments
Our real estate investments, net consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):
June 30,
2025
December 31,
2024
Building, improvements and construction in process $ 3,638,402 $ 3,619,555
Land and improvements 346,232 353,317
Furniture, fixtures and equipment 272,637 262,742
4,257,271 4,235,614
Less: accumulated depreciation ( 911,150 ) ( 868,966 )
Total $ 3,346,121 $ 3,366,648
Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 37,284,000 and $ 36,866,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 73,861,000 and $ 74,001,000 , respectively.
The following is a summary of our capital expenditures by reportable segment for the periods presented below (in thousands):
Three Months Ended
June 30, 2025
Six Months Ended
June 30, 2025
ISHC $ 16,316 $ 31,526
SHOP 4,423 7,358
OM 1,836 4,531
Triple-net leased properties 266 266
Total $ 22,841 $ 43,681
Included in the capital expenditure amounts above are costs for the development and expansion of our ISHC. For the three and six months ended June 30, 2025, we did not place in service any developments or expansions.
Acquisitions of Real Estate Investments
For the six months ended June 30, 2025, we acquired nine land parcels in Indiana for an aggregate contract purchase price of $ 250,000 , plus closing costs, for the future development of ISHC. For the six months ended June 30, 2025, using cash
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
and debt financing, we also acquired one previously leased real estate investment located in Indiana and one SHOP located in Virginia. The following is a summary of such acquisitions (in thousands):
Location Type Date
Acquired Contract
Purchase Price Line of
Credit
Evansville, IN ISHC 02/26/25 $ 16,087 $ 8,000
Fredericksburg, VA SHOP 04/14/25 65,000 61,500
Total $ 81,087 $ 69,500
We accounted for such acquisitions of land and real estate investments completed during the six months ended June 30, 2025 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 $ 6,374,000 operating lease right-of-use assets and $ 7,445,000 operating lease liabilities (in thousands):
2025
Acquisitions
Building and improvements $ 69,587
Land 6,586
In-place leases 5,535
Total assets acquired $ 81,708
Dispositions of Real Estate Investments
For the six months ended June 30, 2025, we disposed of one SHOP, two ISHC, and three OM buildings. We recognized a total net loss on such dispositions of $ 3,037,000 . The following is a summary of such dispositions (dollars in thousands):
Location Number of
Buildings/Campuses Type Date
Disposed Contract
Sales Price
Lansing, MI 1 SHOP 02/11/25 $ 3,250
Greenville, OH 1 ISHC 03/01/25 6,700
King of Prussia, PA 1 OM 04/08/25 12,902
Chesterfield, MO 1 OM 05/01/25 6,777
Springfield, OH 1 ISHC 05/01/25 9,300
Crown Point, IN 1 OM 05/13/25 4,500
Total 6 $ 43,429
Impairment of Real Estate Investments
As we continue to evaluate our properties based on their historical operating performance and our expected holding period, for the three and six months ended June 30, 2025, we recognized an aggregate impairment charge of $ 12,659,000 and $ 34,365,000 , respectively, for five and six OM buildings, respectively. The fair value of each OM building was determined by the sales price of the respective executed purchase and sale agreement with a third-party buyer, which were considered a Level 2 measurement within the fair value hierarchy. For the three and six months ended June 30, 2024, we did not recognize any impairment of real estate investments.
Business Combination
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 our SHOP segment. These properties are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described in Note 4, 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 $ 94,461,000 at the time of acquisition. 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 4, Debt Security Investment, for a further discussion. Based on quantitative and qualitative considerations, such business combination was not material to us and therefore, pro forma financial information was not provided.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
We did not complete any real estate acquisitions accounted for as business combinations for the six months ended June 30, 2025. The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combination during the six months ended June 30, 2024 (in thousands):
2024
Acquisition
Building and improvements $ 64,350
Land 14,210
In-place leases 12,912
Accounts receivable 343
Other assets 9
Total assets acquired 91,824
Mortgage loans payable (including debt discount of $ 2,989 )
( 91,472 )
Accounts payable and accrued liabilities ( 352 )
Total liabilities assumed ( 91,824 )
Net assets acquired $ —
4. Debt Security Investment
Our investment in a commercial mortgage-backed debt security, or debt security, bears an interest rate on the stated principal amount thereof equal to 4.24 % per annum, the terms of which security provide for monthly interest-only payments. The debt security was issued by an unaffiliated mortgage trust and represented an approximate 10.0 % beneficial ownership interest in such mortgage trust. The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity. The debt security was originally due to mature on August 25, 2025 at an aggregate stated amount of $ 93,433,000 .
On each of February 1, 2024 and September 3, 2024, we acquired a portfolio of 14 senior housing properties in Oregon and five senior housing properties in Washington, respectively, from unaffiliated third parties, which 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. Further, we extended the maturity dates of the related mortgage loans payable from August 25, 2025 to January 1, 2028, thereby extending the maturity date of our debt security investment.
As of June 30, 2025 and December 31, 2024, the carrying amount of the debt security investment was $ 91,849,000 and $ 91,264,000 , respectively, net of unamortized closing costs of $ 116,000 and $ 165,000 , respectively. Accretion on the debt security for the three months ended June 30, 2025 and 2024 was $ 163,000 and $ 1,154,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 634,000 and $ 2,279,000 , 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, 2025 and 2024 was $ 12,000 and $ 80,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 49,000 and $ 156,000 , respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (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. For the three and six months ended June 30, 2025 and 2024, we did not record a credit loss.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
5. Identified Intangible Assets and Liabilities
Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):
June 30,
2025
December 31,
2024
Amortized intangible assets:
In-place leases, net of accumulated amortization of $ 33,030 and $ 41,764 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 5.8 years and 5.9 years as of June 30, 2025 and December 31, 2024, respectively)
$ 26,684 $ 28,906
Above-market leases, net of accumulated amortization of $ 8,075 and $ 8,309 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of June 30, 2025 and December 31, 2024, respectively)
11,053 12,700
Unamortized intangible assets:
Certificates of need 97,882 99,600
Trade names 20,267 20,267
Total identified intangible assets, net $ 155,886 $ 161,473
Amortized intangible liabilities:
Below-market leases, net of accumulated amortization of $ 2,711 and $ 2,442 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 4.6 years and 5.0 years as of June 30, 2025 and December 31, 2024, respectively)
$ 2,618 $ 3,001
Total identified intangible liabilities, net $ 2,618 $ 3,001
Amortization expense on identified intangible assets for the three months ended June 30, 2025 and 2024 was $ 4,463,000 and $ 8,428,000 , respectively, which included $ 547,000 and $ 691,000 , 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, 2025 and 2024 was $ 8,890,000 and $ 14,141,000 , respectively, which included $ 1,151,000 and $ 1,407,000 , 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 below-market leases for the three months ended June 30, 2025 and 2024 was $ 192,000 and $ 272,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 383,000 and $ 562,000 , respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).
The aggregate weighted average remaining life of the identified intangible assets was 6.0 years and 6.2 years as of June 30, 2025 and December 31, 2024, respectively. The aggregate weighted average remaining life of the identified intangible liabilities was 4.6 years and 5.0 years as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, estimated amortization expense on the identified intangible assets and liabilities for the remaining six months ending December 31, 2025 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):
Amortization Expense
Year Intangible
Assets Intangible
Liabilities
2025 $ 6,587 $ ( 343 )
2026 8,658 ( 609 )
2027 5,535 ( 594 )
2028 4,490 ( 478 )
2029 3,840 ( 338 )
Thereafter 8,627 ( 256 )
Total $ 37,737 $ ( 2,618 )
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
6. Other Assets
Other assets, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):
June 30,
2025
December 31,
2024
Deferred rent receivables $ 48,759 $ 47,520
Prepaid expenses, deposits, other assets and deferred tax assets, net 34,830 29,859
Inventory — finished goods 19,428 19,477
Lease commissions, net of accumulated amortization of $ 8,927 and $ 8,270 as of June 30, 2025 and December 31, 2024, respectively
16,749 17,680
Investments in unconsolidated entities 11,198 13,924
Deferred financing costs, net of accumulated amortization of $ 1,359 and $ 9,224 as of June 30, 2025 and December 31, 2024, respectively
2,479 3,760
Lease inducement, net of accumulated amortization of $ 3,071 and $ 2,895 as of June 30, 2025 and December 31, 2024, respectively (with a weighted average remaining life of 5.5 years and 5.9 years as of June 30, 2025 and December 31, 2024, respectively)
1,929 2,105
Derivative financial instruments 524 1,013
Total $ 135,896 $ 135,338
Deferred financing costs included in other assets were related to the Trilogy Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, as well as the senior unsecured revolving credit facility portions of the 2024 Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, and our previous credit facility. In March 2025, in connection with the termination of the Trilogy Credit Facility, we incurred a loss on extinguishment of $ 533,000 primarily consisting of the write-off of unamortized deferred financing costs associated with the Trilogy Credit Facility. In February 2024, in connection with the replacement of our previous credit facility with the 2024 Credit Facility, we incurred an aggregate loss on extinguishment of $ 565,000 due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of our previous credit facility. 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). See Note 8, Lines of Credit and Term Loan, for further discussion of our lines of credit. Amortization expense on lease inducement for the three months ended June 30, 2025 and 2024 was $ 89,000 and $ 88,000 , respectively, and for both the six months ended June 30, 2025 and 2024 was $ 176,000 , which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive income (loss).
7. Mortgage Loans Payable
Mortgage loans payable, net consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):
June 30,
2025
December 31,
2024
Fixed-rate debt ( 87 and 89 loans as of June 30, 2025 and December 31, 2024, respectively)
$ 1,004,016 $ 1,004,724
Less: deferred financing costs, net ( 10,153 ) ( 10,007 )
Add: premium 78 103
Less: discount ( 10,431 ) ( 12,749 )
Mortgage loans payable, net $ 983,510 $ 982,071
Based on interest rates in effect as of June 30, 2025 and December 31, 2024, effective interest rates on mortgage loans payable ranged from 2.21 % to 5.99 % per annum, with a weighted average effective interest rate of 3.73 % and 3.67 %, 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.
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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 periods presented below (in thousands):
Six Months Ended June 30,
2025 2024
Beginning balance $ 982,071 $ 1,302,396
Additions:
Borrowings under mortgage loans payable 30,000 27,204
Assumption of mortgage loans payable due to acquisition of real estate investments, net — 91,472
Amortization of deferred financing costs
869 1,566
Amortization of discount/premium on mortgage loans payable, net 2,291 2,776
Deductions:
Scheduled principal payments on mortgage loans payable
( 15,454 ) ( 10,115 )
Early payoff of mortgage loans payable — ( 184,445 )
Payoff of mortgage loans payable due to dispositions of real estate investments ( 15,254 ) —
Deferred financing costs
( 1,013 ) ( 2,257 )
Ending balance $ 983,510 $ 1,228,597
Amortization of deferred financing costs and amortization of discount/premium on mortgage loans payable is included in interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss). For both the three and six months ended June 30, 2025, we incurred a loss on the early extinguishment of a mortgage loan payable of $ 1,273,000 , which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive income (loss). Such loss was related to the payoff of a mortgage loan payable due to the disposition of the underlying real estate investment in May 2025. For the three and six months ended June 30, 2024, we incurred an aggregate loss on the early extinguishment of a mortgage loan payable of $ 0 and $ 715,000 . Such aggregate loss was primarily related to the payoff of approximately $ 176,145,000 of mortgage loans payable using the net proceeds from the February 2024 Offering, as defined and described in Note 12, Equity.
As of June 30, 2025, the principal payments due on our mortgage loans payable for the remaining six months ending December 31, 2025 and for each of the next four years ending December 31, and thereafter were as follows (in thousands):
Year Amount
2025 $ 17,392
2026 160,094
2027 56,611
2028 139,963
2029 16,963
Thereafter 612,993
Total $ 1,004,016
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
8. Lines of Credit and Term Loan
2024 Credit Facility
We, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively, with us, as guarantors, are party to an amended loan agreement, or the 2024 Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank National Association, or KeyBank, Citizens Bank, National Association and a syndicate of other banks, as lenders, for a credit facility with an aggregate maximum principal amount up to $ 1,150,000,000 , or the 2024 Credit Facility. The 2024 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $ 600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $ 550,000,000 . The proceeds of loans made under the 2024 Credit Facility may be used for general corporate purposes including for working capital, capital expenditures, refinancing existing indebtedness and other corporate purposes not inconsistent with obligations under the 2024 Credit Agreement. We may also obtain up to $ 25,000,000 in the form of standby letters of credit pursuant to the 2024 Credit Facility. Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement.
Under the terms of the 2024 Credit Agreement, the Revolving Loans mature on February 14, 2028, and may be extended for one 12 -month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The Term Loan matures on January 19, 2027, and may not be extended. The maximum principal amount of the 2024 Credit Facility may be increased by an aggregate incremental amount of $ 600,000,000 , subject to: (i) the terms of the 2024 Credit Agreement and (ii) at least five business days’ prior written notice to Bank of America.
At our option, the 2024 Credit Facility bears interest at varying rates based upon (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2024 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
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.
The 2024 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2024 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 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 both June 30, 2025 and December 31, 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, 2025 and December 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $ 550,000,000 ($ 549,632,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and $ 689,000,000 ($ 688,502,000 , net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 5.64 % and 5.67 % per annum, respectively.
Trilogy Credit Facility
We, through Trilogy RER, LLC, were 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; KeyBank; CIT Bank, N.A.; Regions Bank; KeyBanc Capital Markets, Inc.; Regions Capital Markets; Bank of America; The Huntington National Bank; and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility that had an aggregate maximum principal amount of $ 400,000,000 , consisting of: (i) a $ 365,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $ 35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the Trilogy Credit Facility.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
As of December 31, 2024, our aggregate borrowing capacity under the Trilogy Credit Facility was $ 400,000,000 and borrowings outstanding totaled $ 32,000 with a weighted average interest rate of 7.30 % per annum. The Trilogy Credit Facility was originally due to mature on June 5, 2025. On March 3, 2025, we repaid all borrowings and terminated the Trilogy Credit Facility, and therefore as of June 30, 2025, we do not have any obligations under the Trilogy Credit Agreement.
9. Derivative Financial Instruments
We use derivative financial instruments to manage interest rate risk associated with variable-rate debt. We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value. The following table lists the derivative financial instruments held by us as of June 30, 2025 and December 31, 2024, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):
Fair Value
Instrument Notional Amount Index Interest Rate Effective Date Maturity Date June 30,
2025
December 31,
2024
Swap $ 275,000 Daily SOFR 3.74 % 02/01/23 01/19/26 $ 524 $ 1,013
Swap $ 275,000 Daily SOFR 4.41 % 08/08/23 01/19/26 ( 502 ) ( 909 )
Swap $ 350,000 Daily SOFR 3.51 % 01/20/26 01/19/27 ( 819 ) —
Swap $ 200,000 Daily SOFR 3.52 % 01/20/26 01/19/27 ( 478 ) —
$ ( 1,275 ) $ 104
As of both June 30, 2025 and December 31, 2024, 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, 2025 and 2024, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 629,000 ) and $ 388,000 , respectively, and for the six months ended June 30, 2025 and 2024, we recorded a net (loss) gain in the fair value of derivative financial instruments of $( 1,379,000 ) and $ 6,805,000 , respectively, as an (increase) 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.
See Note 13, Fair Value Measurements, for a further discussion of the fair value of our derivative financial instruments.
10. Commitments and Contingencies
Litigation
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.
Environmental Matters
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.
Other
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
11. Redeemable Noncontrolling Interests
As of June 30, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership, and the remaining 1.2 % and 1.3 %, respectively, limited partnership interest in our operating partnership was owned by limited partners. Some of the limited partnership units outstanding had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity prior to February 9, 2024. As a result of the closing of the February 2024 Offering, as defined and described in Note 12, Equity, and listing of our Common Stock, as defined and described in Note 12, on the New York Stock Exchange, or NYSE, such redemption features are no longer outside of our control, and we reclassified the carrying amount of such interests as of such date to noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet. See Note 12, Equity, for a further discussion.
As of December 31, 2024, we owned, through our operating partnership, approximately 98.0 % of the joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, that owned Pinnacle Beaumont ALF and Pinnacle Warrenton ALF. The noncontrolling interests held by Meridian had redemption features outside of our control and were accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets. Effective June 30, 2025, we acquired Meridian's interest in the joint venture and now own 100 % of such joint venture. There is no longer any redeemable noncontrolling interests recorded in our accompanying condensed consolidated balance sheets.
We recorded 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 periods presented below (in thousands):
Six Months Ended June 30,
2025 2024
Beginning balance $ 220 $ 33,843
Reclassification from equity — 21
Reclassification to equity — ( 15,303 )
Distributions — ( 3 )
Redemption of redeemable noncontrolling interests — ( 10,771 )
Adjustment to redemption value ( 205 ) ( 7,535 )
Net loss attributable to redeemable noncontrolling interests ( 15 ) ( 32 )
Ending balance $ — $ 220
12. Equity
Preferred Stock
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, 2025 and December 31, 2024, no shares of preferred stock were issued and outstanding.
Common Stock
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.
Follow-on Public Offerings
On February 9, 2024, we closed our underwritten public offering, or the February 2024 Offering, and issued 64,400,000 shares of Common Stock for a total of $ 772,800,000 in gross offering proceeds. In conjunction with the February 2024 Offering, such shares of Common Stock were listed on the NYSE, under the trading symbol “AHR” 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Following the closing of the February 2024 Offering and until August 5, 2024, we presented our Common Stock, Class T common stock and Class I common stock, as separate classes of common stock 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 of common stock, whereas Class T common stock and Class I common stock refer to our historical non-listed shares of common stock. 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, and without any stockholder action, converted into one share of our listed Common Stock.
On September 20, 2024, we closed our follow-on underwritten public offering, or the September 2024 Offering, and issued 20,010,000 shares of Common Stock for a total of $ 471,236,000 in gross offering proceeds. 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 LLC, or 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” section below for a further discussion of the purchase of such joint venture interest.
ATM Direct Share Issuances
On November 18, 2024, we entered into a sales agreement and established an at-the-market equity offering program, or ATM Offering, pursuant to which we offered to sell shares of Common Stock, having an aggregate gross sales price of up to $ 500,000,000 . Shares sold through the ATM Offering were offered and sold in amounts determined by us from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale in accordance with Rule 415 under the Securities Act of 1933, as amended.
During the three and six months ended June 30, 2025, we issued an aggregate of 5,451,577 shares and 7,028,690 shares, respectively, of Common Stock under the ATM Offering for gross proceeds of $ 188,634,000 and $ 236,300,000 , respectively, at an average gross price of $ 34.60 per share and $ 33.62 per share, respectively. As of June 30, 2025, the remaining amount available under the ATM Offering for future sales of Common Stock was $ 15,671,000 , which excludes unsettled shares pursuant to our forward sales agreement discussed below. In July 2025, we completed all remaining sales pursuant to the ATM Offering and issued an aggregate of 432,367 shares of Common Stock for gross proceeds of $ 15,671,000 , at an average gross price of $ 36.25 per share, excluding shares issued pursuant to our forward sales agreement discussed below. Therefore, no shares of our Common Stock remain available for future sales under our ATM Offering.
ATM Forward Sales Agreements
The ATM Offering allowed us to enter into forward sales agreements, which gave us the ability to lock in a share price on the sale of Common Stock at or shortly after the time the forward sales agreement became effective, while postponing the receipt of proceeds from the sale of shares until a future date. Forward sales agreements generally have a maturity of one to two years. At any time during the term of a forward sales agreement, we were able to settle a forward sales agreement by delivery of physical shares of Common Stock to the forward purchaser or, at our election, subject to certain exceptions, we were able to settle in cash or by net share settlement. The forward sales price we expected to receive upon settlement of outstanding forward sales agreements was the initial forward price, net of commissions, established on or shortly after the effective date of the relevant forward sales agreement, subject to adjustments for accrued interest, the forward purchasers’ stock borrowing costs, and certain fixed price reductions for expected dividends on our Common Stock during the term of the forward sales agreement.
On June 11, 2025, we entered into a forward sales agreement pursuant to the ATM Offering and began selling shares of our Common Stock having an aggregate gross sales price of up to $ 166,000,000 , which agreement would have matured on June 11, 2026. As of June 30, 2025, 3,554,525 shares of Common Stock, or approximately $ 127,809,000 in gross proceeds, related to the agreement were unsettled. On July 1, 2025, we settled the entire amount of shares outstanding under our forward sales agreement and issued 3,554,525 shares of Common Stock for net proceeds of $ 126,002,000 , after commissions and fees.
Noncontrolling Interests in Total Equity
Membership Interest in Trilogy REIT Holdings
Prior to September 20, 2024, 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. 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, 24.0 % of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
On September 20, 2024, using the net proceeds from the September 2024 Offering, we exercised our option pursuant to a membership interest purchase agreement to purchase NHI’s 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 . In connection with such purchase and as of September 20, 2024, we own 100 % of Trilogy REIT Holdings and indirectly own 100 % of Trilogy Investors, LLC.
Other Noncontrolling Interests
As of June 30, 2025, we own a 100 % interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza. We previously owned an 86.0 % interest in such company until February 6, 2024, when we purchased the remaining 14.0 % membership interest in such company from an unaffiliated third party for a contract purchase price of $ 441,000 . As such, from January 1, 2024 through February 5, 2024, 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 June 30, 2025 and December 31, 2024, we, through our direct and indirect subsidiaries, owned a 98.8 % and 98.7 %, respectively, general partnership interest in our operating partnership and the remaining 1.2 % and 1.3 %, respectively, of the OP units in our operating partnership were owned by limited partners. Some of the limited partnership units outstanding had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity prior to February 9, 2024. As a result of the closing of the February 2024 Offering and the listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassified the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.
Equity Compensation Plans
AHR Incentive Plan
Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.
Restricted common stock
Pursuant to the AHR Incentive Plan, through June 30, 2025, we granted an aggregate of 1,340,897 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan. 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. RSAs generally have a vesting period between one 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, 2025, we granted to our executive officers an aggregate 465,665 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 590,268 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting. PBUs and TBUs are collectively referred to as RSUs. 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
A summary of the status of our nonvested RSAs and RSUs as of June 30, 2025 and December 31, 2024, and the changes for the six months ended June 30, 2025 is presented below:
Number of
Nonvested
RSAs
Weighted
Average
Grant Date
Fair Value -
RSAs Number of
Nonvested
RSUs Weighted
Average
Grant Date
Fair Value -
RSUs
Balance — December 31, 2024
1,002,153 $ 13.53 650,352 $ 19.36
Granted 24,336 $ 36.16 327,120 $ 34.21
Vested ( 244,087 ) (1) $ 13.22 ( 158,889 ) (1) $ 24.10
Forfeited/cancelled — $ — ( 3,983 ) $ 37.16
Balance — June 30, 2025
782,402 $ 14.32 814,600 $ 26.39
___________
(1) Amount includes 80,379 shares of Common Stock that were withheld to satisfy employee tax minimum withholding requirements associated with the vesting of RSAs and RSUs during the six months ended June 30, 2025.
Stock compensation expense related to awards granted pursuant to the AHR Incentive Plan for the three months ended June 30, 2025 and 2024 was $ 3,170,000 and $ 2,765,000 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 5,699,000 and $ 4,679,000 , 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. Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive income (loss).
Employee Stock Purchase Plan
In November 2024, we adopted the 2024 Employee Stock Purchase Plan, or the ESPP, pursuant to which eligible employees may purchase shares of our Common Stock at a purchase price equal to the lesser of 85.0 % of the fair market value of a share on the applicable enrollment date for such offering period or on the applicable exercise date. The maximum number of shares of our Common Stock that may be issued pursuant to the ESPP is 1,000,000 shares. As of both June 30, 2025 and December 31, 2024, no shares were purchased or issued under the ESPP.
Manager Equity Plan
In June 2025, we adopted the 2025 Manager Equity Plan, or the Manager Plan, to align the incentives of our external third-party RIDEA managers with the overall success of our business by issuing equity-based incentives to such RIDEA managers. Pursuant to the Manager Plan, we may issue shares of our Common Stock to the RIDEA managers, which they may in turn issue to their directors, officers, employees, advisors or consultants. The maximum number of shares of our Common Stock that may be issued pursuant to the Manager Plan is 1,000,000 shares. The Manager Plan allows for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards. As of June 30, 2025, no shares have been issued under the Manager Plan.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
13. 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, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Assets:
Derivative financial instrument $ — $ 524 $ — $ 524
Total assets at fair value $ — $ 524 $ — $ 524
Liabilities:
Derivative financial instruments $ — $ ( 1,799 ) $ — $ ( 1,799 )
Total liabilities at fair value $ — $ ( 1,799 ) $ — $ ( 1,799 )
The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Assets:
Derivative financial instrument $ — $ 1,013 $ — $ 1,013
Total assets at fair value $ — $ 1,013 $ — $ 1,013
Liabilities:
Derivative financial instrument $ — $ ( 909 ) $ — $ ( 909 )
Total liabilities at fair value $ — $ ( 909 ) $ — $ ( 909 )
There were no transfers into and out of fair value measurement levels during the six months ended June 30, 2025 and 2024.
Derivative Financial Instruments
We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. Such valuation reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of our interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.
We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with 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, 2025, 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Financial Instruments Disclosed at Fair Value
Our accompanying condensed consolidated balance sheets include the following financial instruments: debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan.
We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics and market data, in light of the short period of time between origination of the instruments and their expected realization. The fair values of such financial instruments are classified in Level 2 of the fair value hierarchy.
The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair values of our mortgage loans payable and our lines of credit and term loan are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term 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, 2025 and December 31, 2024 were as follows (in thousands):
June 30,
2025
December 31,
2024
Carrying
Amount(1) Fair
Value Carrying
Amount(1) Fair
Value
Financial Assets:
Debt security investment $ 91,849 $ 92,876 $ 91,264 $ 93,369
Financial Liabilities:
Mortgage loans payable $ 983,510 $ 877,934 $ 982,071 $ 858,102
Lines of credit and term loan $ 547,153 $ 550,062 $ 684,774 $ 688,945
___________
(1) Carrying amount is net of any discount/premium and unamortized deferred financing costs.
14. Income Taxes
As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as taxable REIT subsidiaries, or TRS, pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates.
Current Income Tax
Federal and state income taxes are generally a function of the level of income recognized by our TRS. Foreign income taxes are generally a function of our income on our real estate located in the United Kingdom, or UK, and Isle of Man.
Deferred Taxes
Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating loss that may be realized in future periods depending on sufficient taxable income.
We recognize the effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both June 30, 2025 and December 31, 2024, 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
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, 2025 and December 31, 2024, 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.
15. Leases
Lessor
We have operating leases with tenants that expire at various dates through 2050. For the three months ended June 30, 2025 and 2024, we recognized $ 40,546,000 and $ 45,207,000 , respectively, of revenues related to operating lease payments, of which $ 9,085,000 and $ 9,143,000 , respectively, was for variable lease payments. For the six months ended June 30, 2025 and 2024, we recognized $ 83,053,000 and $ 91,213,000 , respectively, of revenues related to operating lease payments, of which $ 18,825,000 and $ 18,800,000 , respectively, was for variable lease payments. As of June 30, 2025, 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, 2025 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):
Year Amount
2025 $ 58,458
2026 113,118
2027 107,185
2028 95,721
2029 83,356
Thereafter 467,240
Total $ 925,078
Lessee
We lease certain land, buildings, campus, office equipment and automobiles. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Most leases include one or more options to renew, with renewal terms that generally can extend at various dates through 2107, excluding extension options. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. As of June 30, 2025, we had future lease payments of $ 4,467,000 for an operating lease that had not yet commenced. Such operating lease will commence in fiscal year 2025 with a lease term up to 11 years.
The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments that are adjusted periodically based on the United States Bureau of Labor Statistics’ Consumer Price Index and may also include other variable lease costs (i.e., common area maintenance, property taxes and insurance). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
The components of lease costs were as follows (in thousands):
Three Months Ended June 30,
Lease Cost Classification 2025
2024
Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 8,708 $ 9,376
Finance lease cost:
Amortization of leased assets
Depreciation and amortization 16 555
Interest on lease liabilities Interest expense 3 151
Sublease income Resident fees and services revenue or other income ( 95 ) ( 148 )
Total lease cost $ 8,632 $ 9,934
Six Months Ended June 30,
Lease Cost Classification 2025
2024
Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 17,649 $ 20,152
Finance lease cost:
Amortization of leased assets
Depreciation and amortization 32 1,116
Interest on lease liabilities Interest expense 7 308
Sublease income Resident fees and services revenue or other income ( 236 ) ( 293 )
Total lease cost $ 17,452 $ 21,283
___________
(1) Includes short-term leases and variable lease costs, which are immaterial.
Additional information related to our leases for the periods presented below was as follows (dollars in thousands):
Lease Term and Discount Rate June 30,
2025
December 31,
2024
Weighted average remaining lease term (in years):
Operating leases
11.2 11.0
Finance leases
3.6 3.8
Weighted average discount rate:
Operating leases
5.85 % 5.85 %
Finance leases
10.87 % 10.60 %
Six Months Ended June 30,
Supplemental Disclosure of Cash Flows Information 2025 2024
Operating cash outflows related to finance leases $ 7 $ 308
Financing cash outflows related to finance leases $ 29 $ 21
Right-of-use assets obtained in exchange for operating lease liabilities $ 1,281 $ 3,400
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Operating Leases
As of June 30, 2025, 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, 2025 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):
Year Amount
2025 $ 14,673
2026 29,619
2027 30,555
2028 30,471
2029 28,215
Thereafter 93,578
Total undiscounted operating lease payments 227,111
Less: interest 78,896
Present value of operating lease liabilities $ 148,215
Finance Leases and Financing Obligations
As of June 30, 2025, 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, 2025 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 and financing obligations (in thousands):
Year Amount
2025 $ 2,113
2026 4,167
2027 3,905
2028 3,556
2029 32,095
Thereafter 91
Total undiscounted payments 45,927
Less: interest ( 11,563 )
Present value of finance lease liabilities and financing obligations $ 34,364
16. Segment Reporting
Our chief operating decision maker, or CODM, who is our Chief Executive Officer and President, evaluates our business and makes resource allocations based on four operating segments: ISHC, OM, SHOP and triple-net leased properties. These operating segments are also our reportable segments.
Our ISHC each provide a range of independent living, assisted living, memory care, skilled nursing services and certain ancillary businesses that are owned and operated utilizing a RIDEA structure. Our OM buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our SHOP segment includes senior housing, which may provide assisted living care, independent living, memory care or skilled nursing services that are owned and operated utilizing a RIDEA structure. Our triple-net leased properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the properties to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all property operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our triple-net leased properties segment includes our debt security investment.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Our CODM evaluates the performance of our combined properties in each reportable segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment. NOI excludes certain items that are not associated with the operations of our properties. Our CODM also primarily uses NOI for each segment in the annual budget and forecasting process. Further, our CODM considers budget-to-actual variances in NOI on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. We define segment NOI as total revenues, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, net 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. We also believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this performance measure.
Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance. Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, deferred financing costs, operating lease right-of-use asset and other assets not attributable to individual properties.
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Summary information for our reportable segments, including a summary of segment operating expenses, during the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):
ISHC SHOP OM Triple-Net
Leased
Properties Three Months Ended
June 30, 2025
Revenues:
Resident fees and services $ 423,825 $ 77,460 $ — $ — $ 501,285
Real estate revenue — — 31,254 9,964 41,218
Total revenues 423,825 77,460 31,254 9,964 542,503
Less(1):
Compensation expense 214,682 37,888 — —
Controllable expenses(2) 131,492 21,123 — —
Non-controllable expenses(3) 10,305 3,517 — —
Facility rental expense(4) 7,278 — — —
Other segment items(5) — — 12,192 798
Segment net operating income $ 60,068 $ 14,932 $ 19,062 $ 9,166 $ 103,228
General and administrative $ 14,943
Business acquisition expenses ( 79 )
Depreciation and amortization 41,941
Interest expense:
Interest expense, net ( 22,632 )
Loss in fair value of derivative financial instruments ( 629 )
Loss on dispositions of real estate investments ( 2,676 )
Impairment of real estate investments ( 12,659 )
Loss from unconsolidated entities ( 1,238 )
Foreign currency gain 2,742
Other income, net 1,480
Income before income taxes 10,811
Income tax expense ( 732 )
Net income $ 10,079
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
ISHC SHOP OM Triple-Net
Leased
Properties Three Months Ended
June 30, 2024
Revenues:
Resident fees and services $ 393,774 $ 64,239 $ — $ — $ 458,013
Real estate revenue — — 33,682 12,886 46,568
Total revenues 393,774 64,239 33,682 12,886 504,581
Less(1):
Compensation expense 205,724 32,599 — —
Controllable expenses(2) 125,538 17,354 — —
Non-controllable expenses(3) 9,315 4,145 — —
Facility rental expense(4) 7,889 — — —
Other segment items(5) — — 12,671 652
Segment net operating income $ 45,308 $ 10,141 $ 21,011 $ 12,234 $ 88,694
General and administrative $ 11,746
Business acquisition expenses 15
Depreciation and amortization 45,264
Interest expense:
Interest expense, net ( 30,596 )
Gain in fair value of derivative financial instruments 388
Loss on dispositions of real estate investments, net ( 2 )
Loss from unconsolidated entities ( 1,035 )
Foreign currency gain 82
Other income, net 3,106
Income before income taxes 3,612
Income tax expense ( 686 )
Net income $ 2,926
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
ISHC SHOP OM Triple-Net
Leased
Properties Six Months Ended
June 30, 2025
Revenues:
Resident fees and services $ 847,189 $ 151,272 $ — $ — $ 998,461
Real estate revenue — — 64,448 20,197 84,645
Total revenues 847,189 151,272 64,448 20,197 1,083,106
Less(1):
Compensation expense 430,512 74,843 — —
Controllable expenses(2) 266,710 42,256 — —
Non-controllable expenses(3) 22,405 7,205 — —
Facility rental expense(4) 14,777 — — —
Other segment items(5) — — 24,877 1,756
Segment net operating income $ 112,785 $ 26,968 $ 39,571 $ 18,441 $ 197,765
General and administrative $ 28,098
Business acquisition expenses 1,758
Depreciation and amortization 83,055
Interest expense:
Interest expense, net ( 45,577 )
Loss in fair value of derivative financial instruments ( 1,379 )
Loss on dispositions of real estate investments ( 3,035 )
Impairment of real estate investments ( 34,365 )
Loss from unconsolidated entities ( 3,086 )
Foreign currency gain 4,158
Other income, net 3,005
Income before income taxes 4,575
Income tax expense ( 1,336 )
Net income $ 3,239
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
ISHC SHOP OM Triple-Net
Leased
Properties Six Months Ended
June 30, 2024
Revenues:
Resident fees and services $ 786,896 $ 123,235 $ — $ — $ 910,131
Real estate revenue — — 67,749 26,234 93,983
Total revenues 786,896 123,235 67,749 26,234 1,004,114
Less(1):
Compensation expense 412,918 63,930 — —
Controllable expenses(2) 251,550 34,630 — —
Non-controllable expenses(3) 18,411 8,025 — —
Facility rental expense(4) 16,729 — — —
Other segment items(5) — — 25,760 1,290
Segment net operating income $ 87,288 $ 16,650 $ 41,989 $ 24,944 $ 170,871
General and administrative $ 23,574
Business acquisition expenses 2,797
Depreciation and amortization 88,031
Interest expense:
Interest expense, net ( 67,034 )
Gain in fair value of derivative financial instruments 6,805
Gain on dispositions of real estate investments, net 2,261
Loss from unconsolidated entities ( 2,240 )
Foreign currency loss ( 344 )
Other income, net 4,969
Income before income taxes 886
Income tax expense ( 964 )
Net loss $ ( 78 )
___________
(1) The significant expense categories and amounts below align with the segment-level information that is regularly provided to our CODM.
(2) Controllable expenses include utilities, food, repairs and maintenance, and other operating expenses.
(3) Non-controllable expenses include property taxes and insurance.
(4) Facility rental expense relates to properties operated, but not owned.
(5) Other segment items for the following reportable segments primarily includes:
• OM — property taxes, insurance, utilities, management fees and certain overhead expenses.
• Triple-Net Leased Properties — property taxes and insurance.
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Total assets by reportable segment as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
June 30,
2025
December 31,
2024
ISHC $ 2,217,073 $ 2,202,582
OM 1,066,612 1,140,785
SHOP 777,825 729,466
Triple-net leased properties 402,703 401,782
Other 42,437 13,442
Total assets $ 4,506,650 $ 4,488,057
As of both June 30, 2025 and December 31, 2024, goodwill of $ 168,177,000 , $ 47,812,000 and $ 18,953,000 was allocated to our ISHC, 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. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented below (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2025 2024 2025 2024
Revenues:
United States $ 540,854 $ 503,038 $ 1,079,903 $ 1,000,684
International 1,649 1,543 3,203 3,430
Total $ 542,503 $ 504,581 $ 1,083,106 $ 1,004,114
The following is a summary of real estate investments, net by geographic regions as of June 30, 2025 and December 31, 2024 (in thousands):
June 30,
2025
December 31,
2024
Real estate investments, net:
United States $ 3,301,363 $ 3,324,982
International 44,758 41,666
Total $ 3,346,121 $ 3,366,648
17. Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk are primarily our debt security investment, cash and cash equivalents, restricted cash and accounts and other receivables. We are exposed to credit risk with respect to our debt security investment, but we believe collection of the outstanding amount is probable. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants and residents is limited. We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
Based on leases as of June 30, 2025, 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 ISHC and SHOP as of June 30, 2025. Properties located in Indiana and Ohio accounted for 40.9 % and 15.3 %, 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, 2025, our ISHC, OM, SHOP and triple-net leased properties accounted for 58.0 %, 21.0 %, 13.6 % and 7.4 %, respectively, of our total consolidated property portfolio’s annualized base rent or annualized
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AMERICAN HEALTHCARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
NOI. As of June 30, 2025, 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.
18. Earnings Per Share
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,
2025
2024
2025 2024
Numerator:
Net income (loss) attributable to controlling interest — basic
$ 9,908 $ 1,979 $ 3,104 $ ( 1,913 )
Adjustment for net loss attributable to nonvested restricted stock awards ( 2 ) ( 1 ) ( 4 ) —
Net income (loss) attributable to controlling interest — diluted
$ 9,906 $ 1,978 $ 3,100 $ ( 1,913 )
Denominator:
Denominator for basic earnings per share — weighted average shares
160,499,581 130,532,144 158,721,080 117,413,643
Effect of dilutive securities: nonvested restricted stock awards 643,975 157,745 597,423 —
Denominator for diluted earnings per share — adjusted weighted average shares
161,143,556 130,689,889 159,318,503 117,413,643
Basic earnings per share:
Net income (loss) attributable to controlling interest $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )
Diluted earnings per share:
Net income (loss) attributable to controlling interest $ 0.06 $ 0.01 $ 0.02 $ ( 0.02 )
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, RSAs, limited OP units, as well as common stock issued pursuant to the ESPP, the Manager Plan and forward sales agreements, give rise to potentially dilutive shares of our common stock.
The following securities were excluded from the computation of diluted earnings (loss) per share because such securities were anti-dilutive during the periods presented below:
Three Months Ended June 30,
Six Months Ended June 30,
2025 2024 2025 2024
Nonvested TBUs — 341,098 48,571 341,098
Nonvested RSAs 24,336 121,418 24,336 121,418
OP units 2,004,216 3,501,976 2,004,216 3,501,976
Forward sales agreements 3,554,525 — 3,554,525 —
For both the three and six months ended June 30, 2025 and 2024, 424,788 and 309,256 nonvested PBUs, respectively, were treated as contingently issuable shares pursuant to Accounting Standards Codification Topic 718, Compensation — Stock Compensation. Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.