Content analysis
?Positive | ||
Negative | ||
Uncertain | ||
Constraining | ||
Legalese | ||
Litigous | ||
Readability |
H.S. junior Avg
|
New words:
absolute, ACA, accessible, actor, agenda, Agricole, AL, alerting, Allen, analyst, Ann, Atlantic, authentication, Baylor, Bethesda, BGO, Biology, bond, bookselling, Bradenton, Brandywine, briefly, broad, Brookdale, Brooksville, Bulletin, Canada, captive, CareTrust, Catholic, CEO, Chair, chairperson, Charlotte, Cherrywood, Children, chosen, College, comfort, CommonSpirit, competitor, Congressional, constituent, Coppell, correspondingly, Costa, coupled, Crow, Cullman, DC, deep, DEI, Deputy, Deutsche, Dignity, DOC, downside, driver, dynamic, EBITDA, EITF, element, email, Emanuel, engineering, Englander, Englewood, enumerated, EU, excessive, female, Florham, foot, footnote, forecasted, formulaic, Foundation, FPC, Glocap, Gould, grooming, handling, Harborview, head, heading, headquartered, Highwood, Homewood, hotline, hybrid, ICSC, identification, immigration, implicating, incentivize, incentivizing, Ineffective, interpolation, Invesco, ISHC, Israel, Jackson, JBG, Jersey, junior, JV, KIM, Kimco, Legacy, linear, literature, Loft, LTC, lumber, maker, mandatory, ManorCare, mark, Mary, MCP, mentoring, Mesa, messaging, Miami, Millennium, Milwaukie, MIPA, monetization, Nebraska, NEO, network, Nevada, Noble, Northwest, nurtured, Oborn, OM, Omega, online, Optimization, optimize, Oregon, Orion, outright, overallotment, overseen, passage, payout, PEAK, Peakstone, peer, perpetual, philosophy, Phoenix, Piedmont, PINC, Plano, PLC, pocket, Portland, pre, Premier, Presbyterian, Princeton, privilege, proactive, prompt, quinn, ratified, raw, Ray, reaction, realignment, recast, Reclassification, reconsider, recruit, Recruited, recuse, refreshment, residential, Resignation, retention, Retrieved, roadshow, Rockefeller, Royal, rulemaking, Sabra, Sanford, satisfactory, shareholder, showed, Sila, Silverado, simulate, SmartStop, Snell, sound, spearheaded, spin, Stakeholder, Stockbridge, storage, storm, Subtitle, Sunrise, suspected, symbol, Task, tasked, Taylor, telecommuting, tenure, ticker, TN, TOL, Toledo, Toll, tool, tradable, Trammell, unaware, underrepresented, undertaken, unethical, unspent, Utah, velocity, vendor, virtue, walk, Wall, Wellington, Welltower, Willamette, William, Wilmer, Wisconsin, withheld, women, worse
Removed:
absenteeism, accrual, aggressive, applicability, appoint, arrive, ascertain, block, boy, casualty, church, classification, closer, commenced, contemplating, creating, cycle, dealer, decided, deducted, deregistration, derive, determinable, differentiate, diligently, diminish, disclosing, Disease, dissolve, dissolved, effectuate, eliminate, ERISA, Eurodollar, extraordinary, FCA, Fenner, foreclosing, frame, Guideline, heightened, incumbent, indefinite, inhibit, Interbank, IPA, IRA, largely, linked, liquidate, liquidated, Lynch, margin, maturing, Merrill, MFFO, nonrecourse, null, Pierce, predictably, prepare, procurement, protective, prudence, purported, put, reflection, reflective, resell, servicing, sharply, stop, terrorism, tied, UBTI, unanimously, uncollectible, unemployment, vaccination, viewed, void, voluntarily, waived, wind, withdraw, workforce
Financial report summary
?Risks
- We are dependent on tenants for our revenue, and lease terminations could reduce our ability to make distributions to our stockholders.
- The financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators, borrowers or other obligors could have a material adverse effect on us.
- We have experienced net losses in the past and we may experience additional losses in the future.
- Our prior performance may not be an accurate predictor of our ability to achieve our business objectives or of our future results.
- Our success is dependent on the performance and continued contributions of certain of our key personnel, and, in the event they are no longer employed by us, we could be materially and adversely affected.
- Our financial results and our ability to make distributions to our stockholders are subject to international, national and local market conditions we cannot control or predict.
- We face significant competition for the acquisition and disposition of OM buildings, senior housing, SNFs and other healthcare-related facilities, which may impede our ability to take, and increase the cost of, such actions, which may materially and adversely affect us.
- Our investments in, and acquisitions of, OM buildings, senior housing, SNFs and other healthcare-related facilities may be unsuccessful or fail to meet our expectations.
- All of our integrated senior health campuses are managed by the Trilogy Manager and account for a significant portion of our revenues and operating income. Adverse developments in the Trilogy Manager’s business or financial strength could have a material adverse effect on us.
- In the event that our management agreement with the Trilogy Manager is terminated or not renewed, we may be unable to replace the Trilogy Manager with another suitable operator, or, if we were successful in locating such an operator, we cannot guarantee that it would manage the integrated senior health campuses efficiently and effectively or that any such transition would be completed timely, which may have a material adverse effect on us.
- We may incur additional costs in re-leasing properties with specialized uses, which could materially and adversely affect us.
- We may be unable to secure funds for future tenant or other capital improvements, which could limit our ability to attract, replace or retain tenants, pay our expenses and make distributions to our stockholders.
- A breach of information technology systems on which we rely could materially and adversely impact us.
- Uncertain market conditions could lead our real estate investments to decrease in value or may cause us to sell our properties at a loss in the future.
- Most of our costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, are subject to inflation and may not be recoverable.
- Our high concentrations of properties in particular geographic areas magnify the effects of negative conditions affecting those geographic areas.
- Our real estate investments may be concentrated in OM buildings, senior housing, SNFs or other healthcare-related facilities, making us more vulnerable to negative factors affecting these classes than if our investments were diversified beyond the healthcare industry.
- Our buildings that are subject to ground leases could restrict our use of such facilities.
- Our use of property-level rent coverages to measure our tenant’s ability to make rent payments may not be accurate.
- Terrorist attacks, acts of violence or war, political protests and unrest or public health crises have affected and may affect the markets in which we operate and have a material adverse effect on us.
- Our business, tenants, residents and operators may face litigation and experience rising liability and insurance costs, which may materially and adversely affect us.
- Inaccuracies in our underwriting assumptions and/or delays in the selection, acquisition, expansion or development of real properties may materially and adversely affect us.
- If we contract with a development company for newly developed property, our earnest money deposit made to the development company may not be fully refunded.
- We may not retain any profits resulting from the sale of our properties or receive such profits in a timely manner, because we may provide financing to the purchaser of such property.
- Representations and warranties made by us in connection with sales of our properties may subject us to liability that could materially and adversely affect us.
- We face possible liability for environmental cleanup costs and damages for contamination related to properties we acquire, which could materially and adversely affect us.
- Our current and future properties and our tenants may be unable to compete successfully, which could result in lower rent payments and could materially and adversely affect us.
- Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations.
- Acquired properties may expose us to unknown liability.
- Severe weather events, natural disasters and the effects of climate change and regulatory and societal responses thereto could materially and adversely affect us.
- Unfavorable real estate market conditions and delays in liquidating defaulted mortgage loan investments may negatively impact mortgage loans in which we have invested and may invest, which could result in losses to us.
- The commercial mortgage-backed securities in which we have invested, and may continue to invest, are subject to several types of risks.
- The mezzanine loans in which we have invested in the past, and may continue to invest, involve greater risks of loss than senior loans secured by income-producing real estate.
- We expect a portion of our real estate-related investments to be illiquid, and we may not be able to adjust our portfolio in a timely manner in response to changes in economic and other conditions.
- Bridge loans involve a greater risk of loss than traditional investment-grade mortgage loans with fully insured borrowers.
- If we sell real estate-related investments prior to their maturity, we may be forced to sell those investments on unfavorable terms or at a loss.
- The healthcare industry is heavily regulated and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us or adversely affect our operators’ ability to operate facilities held in RIDEA structures.
- Reimbursement rates from third-party payors, including Medicare and Medicaid, that do not rise as quickly, or at all, compared to the rate of inflation, could adversely affect our tenants’ operations and ability to make rental payments to us or our profitability from operating facilities held in RIDEA structures.
- If seniors delay moving to senior housing facilities until they require greater care or forgo moving to senior housing facilities altogether, such action could have a material adverse effect on us.
- Events that adversely affect the ability of seniors and their families to afford resident fees at our senior housing facilities could cause our occupancy rates and revenues to decline, which could have a material adverse effect on us.
- Some tenants and operators of our facilities will be subject to fraud and abuse laws, the violation of which could materially and adversely affect a tenant’s ability to make rent payments to us or an operator’s ability to operate a facility held in a RIDEA structure efficiently, either of which could have a material adverse effect on us.
- Adverse trends in healthcare provider operations may materially and adversely affect us.
- Our tenants and operators may be affected by the financial deterioration, insolvency and/or bankruptcy of other companies in the healthcare industry.
- Our tenants and operators may be subject to significant legal and regulatory actions that could subject them to increased operating costs and substantial uninsured liabilities, which could have a material adverse effect on us.
- We, our tenants and our operators for our senior housing facilities and SNFs may be subject to various government reviews, audits and investigations that could materially and adversely affect us, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines and/or the loss of the right to participate in Medicare and Medicaid programs.
- The Healthcare Reform Act and similar foreign laws impose additional requirements regarding compliance and disclosure.
- Property ownership through joint ventures could limit our control of those investments or our decisions with respect to other investments, restrict our ability to operate and finance properties on our terms and reduce their expected return.
- We may structure our joint venture relationships in a manner which limits the amount we participate in the cash flows or appreciation of an investment.
- If we serve as a managing member, general partner or controlling party with respect to investments or joint ventures, we may be subject to risks and liabilities that we would not otherwise face.
- We have substantial indebtedness and may incur additional indebtedness in the future, which could materially and adversely affect us.
- A significant amount of debt subjects us to many risks that, if realized, would materially and adversely affect us, including the risk that:
- To the extent we borrow funds at floating interest rates, we will be adversely affected by rising interest rates unless fully hedged. Rising interest rates will also increase our interest expense on future fixed-rate debt.
- To the extent we borrow at fixed rates or enter into fixed interest rate swaps, we will not benefit from reduced interest expense if interest rates decrease.
- Hedging activity may expose us to risks.
- Lenders may require us to enter into restrictive covenants that could adversely affect our business.
- Interest-only indebtedness may increase our risk of default, adversely affect our ability to refinance or sell properties and ultimately may reduce our funds available for distribution to our stockholders.
- Our charter imposes a limit on the percentage of shares of our common stock or capital stock that any person may own, and such limit may discourage a takeover or business combination that may have benefited our stockholders.
- Our stockholders’ ability to control our operations is severely limited.
- Conflicts of interest could arise as a result of our officers’ other positions and/or interests outside of our company.
- Certain provisions of Maryland law may make it more difficult for us to be acquired and may limit or delay our stockholders’ ability to dispose of their shares of our common stock.
- The MGCL and our organizational documents limit our stockholders’ right to bring claims against our officers and directors.
- Our structure may result in potential conflicts of interest with limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.
- Failure to maintain our qualification as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our REIT taxable income at the regular corporate rate, which would substantially increase our income tax expenses and reduce our distributions to our stockholders.
- If our “qualified health care properties” are not properly leased to a TRS or the operators of those “qualified health care properties” do not qualify as EIKs, we could fail to qualify as a REIT.
- In certain circumstances, we may be subject to U.S. federal, state and foreign income taxes even if we maintain our qualification as a REIT, which would reduce our cash available for distribution to our stockholders.
- Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income as compared to regular corporations, which could adversely affect the value of our shares.
- Dividends on, and gains recognized on the sale of, shares by a tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income.
- Characterization of our sale-leaseback transactions may be challenged, which could jeopardize our REIT status or require us to make an unexpected distribution.
- If the operating partnership fails to maintain its status as a partnership and were to be treated as a corporation for U.S. federal income tax purposes, its income may be subject to taxation, which would reduce the cash available for distribution to stockholders and likely result in a loss of our REIT status.
- Foreign purchasers of shares of our common stock may be subject to FIRPTA tax upon the sale of their shares of our common stock or upon the payment of a capital gains dividend.
- An active trading market for our common stock may not be maintained.
- The market price and trading volume of shares of our common stock may be volatile.
- Because we have a large number of stockholders and shares of our common stock have not been listed on a national securities exchange until recently, there may be significant pent-up demand to sell shares of our common stock (including our Class T common stock and Class I common stock). Significant sales of shares of our common stock, or the perception that significant sales of such shares could occur, may cause the price of shares of our common stock to decline significantly.
- Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect our stockholders.
- We may be unable to raise additional capital on favorable terms, or at all, needed to grow our business.
- If we pay distributions from sources other than our cash flows from operations, we may not be able to sustain our distribution rate, we may have fewer funds available for investment in real estate and other assets and our stockholders’ overall returns may be reduced.
- Our distributions to stockholders may change, which could adversely affect the market price of shares of our common stock.
- If we fail to maintain an effective system of internal control over financial reporting and disclosure controls, we may not be able to accurately and timely report our financial results.
- Prior to our recent NYSE listing, we had no operating history as a publicly traded company and may not be able to successfully operate as a publicly traded company.
Management Discussion
- Our operating results are primarily comprised of income derived from our portfolio of properties and expenses in connection with the acquisition and operation of such properties. Our primary sources of revenue include rent generated by our leased, non-RIDEA properties and resident fees and services revenue from our RIDEA properties. Our primary expenses include property operating expenses and rental expenses. In general, we expect such revenues and expenses related to our portfolio of RIDEA properties to increase in the future due to an overall increase in occupancies, resident fees and pricing of care services provided.
- We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. During the quarter ended December 31, 2023, we modified how we evaluate our business and make resource allocations, and therefore determined that we operate through four reportable business segments: integrated senior health campuses, OM (which was formerly known as MOBs), triple-net leased properties and SHOP. All segment information included herein has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM.
- The most significant drivers behind changes in our consolidated results of operations for the year ended 2023 compared to the corresponding period in 2022 were primarily due to the adverse effects of inflation, which resulted in increases in the cost of labor, services, energy and supplies; our acquisitions and dispositions of investments subsequent to December 31, 2022; and the transitions of the operations of certain senior housing and skilled nursing facilities from triple-net leased properties to RIDEA structures. The changes in our consolidated results of operations for 2022 as compared to 2021 are primarily due to the acquisition of GAHR IV’s portfolio of 92 buildings, or approximately 4,799,000 square feet of GLA, as a result of the Merger on October 1, 2021; the disruption to our normal operations as a result of the COVID-19 pandemic; grant income received; and the adverse effect of inflation. Additional drivers behind the changes in our consolidated results of operations are discussed in more detail below. See Note 3, Real Estate Investments, Net and Note 4, Business Combinations, to the Consolidated Financial Statements that are a part of this Annual Report on Form 10-K, for a further discussion of our acquisitions and dispositions during 2023, 2022 and 2021.