Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-55775 | |
Entity Registrant Name | AMERICAN HEALTHCARE REIT, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 47-2887436 | |
Entity Address, Address Line One | 18191 Von Karman Avenue | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
City Area Code | 949 | |
Local Phone Number | 270-9200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001632970 | |
Current Fiscal Year End Date | --12-31 | |
Common Class T | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,552,856 | |
Common Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 46,673,320 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Real estate investments, net | $ 3,430,640 | $ 3,581,609 | |
Debt security investment, net | 85,922 | 83,000 | |
Cash and cash equivalents | 35,178 | 65,052 | |
Restricted cash | 46,978 | 46,854 | |
Accounts and other receivables, net | 169,484 | 137,501 | |
Identified intangible assets, net | 196,884 | 236,283 | |
Goodwill | 234,942 | 231,611 | |
Operating lease right-of-use assets, net | 233,955 | 276,342 | |
Other assets, net | 154,934 | 128,446 | |
Total assets | 4,588,917 | 4,786,698 | |
Liabilities: | |||
Mortgage loans payable, net | [1] | 1,221,238 | 1,229,847 |
Lines of credit and term loan, net | [1] | 1,277,076 | 1,281,794 |
Accounts payable and accrued liabilities | [1] | 233,925 | 243,831 |
Identified intangible liabilities, net | 9,346 | 10,837 | |
Financing obligations | [1] | 38,181 | 48,406 |
Operating lease liabilities | [1] | 231,148 | 273,075 |
Security deposits, prepaid rent and other liabilities | [1] | 44,334 | 49,545 |
Total liabilities | 3,055,248 | 3,137,335 | |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 59,961 | 81,598 | |
Stockholders’ equity: | |||
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 2,548,390 | 2,540,424 | |
Accumulated deficit | (1,232,183) | (1,138,304) | |
Accumulated other comprehensive loss | (2,624) | (2,690) | |
Total stockholders’ equity | 1,314,244 | 1,400,091 | |
Noncontrolling interests | 159,464 | 167,674 | |
Total equity | 1,473,708 | 1,567,765 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,588,917 | 4,786,698 | |
Common Class T | |||
Stockholders’ equity: | |||
Common stock | 194 | 194 | |
Common Class I | |||
Stockholders’ equity: | |||
Common stock | $ 467 | $ 467 | |
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Lines of credit and term loan, net | [1] | $ 1,277,076 | $ 1,281,794 |
Common Class T | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common Stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 19,562,539 | 19,535,095 | |
Common stock, shares outstanding | 19,562,539 | 19,535,095 | |
Common Class I | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |
Common Stock, shares authorized | 800,000,000 | 800,000,000 | |
Common stock, shares issued | 46,673,320 | 46,675,367 | |
Common stock, shares outstanding | 46,673,320 | 46,675,367 | |
2022 Credit Agreement | Revolving Credit Facility | |||
Lines of credit and term loan, net | $ 910,900 | $ 965,900 | |
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues and grant income: | ||||
Resident fees and services | $ 416,206 | $ 368,306 | $ 1,235,458 | $ 1,013,505 |
Real estate revenue | 46,970 | 51,323 | 141,134 | 154,371 |
Grant income | 1,064 | 6,533 | 7,445 | 22,716 |
Total revenues and grant income | 464,240 | 426,162 | 1,384,037 | 1,190,592 |
Expenses: | ||||
Property operating expenses | 374,603 | 337,487 | 1,117,298 | 920,706 |
Rental expenses | 14,574 | 14,850 | 44,422 | 44,800 |
General and administrative | 11,342 | 9,626 | 36,169 | 31,673 |
Business acquisition expenses | 1,024 | 231 | 2,244 | 2,161 |
Depreciation and amortization | 49,273 | 40,422 | 138,644 | 122,704 |
Total expenses | 450,816 | 402,616 | 1,338,777 | 1,122,044 |
Other income (expense): | ||||
Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) | (42,005) | (27,524) | (122,006) | (71,194) |
Gain in fair value of derivative financial instruments | 3,402 | 0 | 8,200 | 500 |
Gain on dispositions of real estate investments, net | 31,981 | 2,113 | 29,777 | 2,796 |
Impairment of real estate investments | (12,510) | (21,851) | (12,510) | (39,191) |
(Loss) income from unconsolidated entities | (505) | (344) | (924) | 1,680 |
Gain on re-measurement of previously held equity interests | 0 | 19,567 | 726 | 19,567 |
Foreign currency (loss) gain | (1,704) | (3,695) | 372 | (8,689) |
Other income | 1,755 | 670 | 5,952 | 2,399 |
Total net other expense | (19,586) | (31,064) | (90,413) | (92,132) |
Loss before income taxes | (6,162) | (7,518) | (45,153) | (23,584) |
Income tax expense | (284) | (126) | (775) | (499) |
Net loss | (6,446) | (7,644) | (45,928) | (24,083) |
Net loss (income) attributable to noncontrolling interests | 457 | (5,861) | 1,884 | (9,688) |
Net loss attributable to controlling interest | $ (5,989) | $ (13,505) | $ (44,044) | $ (33,771) |
Net loss per Class T and Class I common share attributable to controlling interest — basic (in dollars per share) | $ (0.09) | $ (0.21) | $ (0.67) | $ (0.51) |
Net loss per Class T and Class I common share attributable to controlling interest — diluted (in dollars per share) | $ (0.09) | $ (0.21) | $ (0.67) | $ (0.51) |
Weighted average number of Class T and Class I common shares outstanding — basic (in shares) | 66,048,991 | 65,819,808 | 66,036,253 | 65,735,176 |
Weighted average number of Class T and Class I common shares outstanding — diluted (in shares) | 66,048,991 | 65,819,808 | 66,036,253 | 65,735,176 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | $ (180) | $ (477) | $ 66 | $ (1,164) |
Total other comprehensive (loss) income | (180) | (477) | 66 | (1,164) |
Comprehensive loss | (6,626) | (8,121) | (45,862) | (25,247) |
Comprehensive loss (income) attributable to noncontrolling interests | 457 | (5,861) | 1,884 | (9,688) |
Comprehensive loss attributable to controlling interest | $ (6,169) | $ (13,982) | $ (43,978) | $ (34,935) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | |
Beginning balance, shares at Dec. 31, 2021 | 65,758,004 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2021 | $ 1,756,846 | $ 1,581,293 | $ 658 | $ 2,533,904 | $ (951,303) | $ (1,966) | $ 175,553 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Offering costs — common stock | (2) | (2) | (2) | |||||
Issuance of common stock under the DRIP, shares | 705,169 | |||||||
Issuance of common stock under the DRIP | 26,118 | 26,118 | $ 7 | 26,111 | ||||
Issuance of nonvested restricted common stock, shares | 18,690 | |||||||
Amortization of nonvested restricted common stock and stock units | 2,705 | 2,705 | 2,705 | |||||
Stock based compensation | 62 | 62 | ||||||
Repurchase of common stock, shares | (438,994) | |||||||
Repurchase of common stock | (16,233) | (16,233) | $ (5) | (16,228) | ||||
Distributions to noncontrolling interests | (10,568) | (10,568) | ||||||
Adjustment to noncontrolling interest in connection with the Merger | 0 | (1,173) | (1,173) | 1,173 | ||||
Reclassification of noncontrolling interests to mezzanine equity | (62) | (62) | ||||||
Adjustment to value of redeemable noncontrolling interests | (14,594) | (11,297) | (11,297) | (3,297) | ||||
Distributions declared | (79,196) | (79,196) | (79,196) | |||||
Net (loss) income | [1] | (24,406) | (33,771) | (33,771) | 9,365 | |||
Other comprehensive income (loss) | (1,164) | (1,164) | (1,164) | |||||
Ending balance, shares at Sep. 30, 2022 | 66,042,869 | |||||||
Ending balance Stockholders' Equity at Sep. 30, 2022 | 1,639,506 | 1,467,280 | $ 660 | 2,534,020 | (1,064,270) | (3,130) | 172,226 | |
Beginning balance, shares at Jun. 30, 2022 | 66,091,145 | |||||||
Beginning balance Stockholders' Equity at Jun. 30, 2022 | 1,689,760 | 1,517,158 | $ 661 | 2,543,478 | (1,024,328) | (2,653) | 172,602 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the DRIP, shares | 98,794 | |||||||
Issuance of common stock under the DRIP | 3,671 | 3,671 | $ 1 | 3,670 | ||||
Issuance of nonvested restricted common stock, shares | 4,965 | |||||||
Amortization of nonvested restricted common stock and stock units | 914 | 914 | 914 | |||||
Stock based compensation | 20 | 20 | ||||||
Repurchase of common stock, shares | (152,035) | |||||||
Repurchase of common stock | (5,650) | (5,650) | $ (2) | (5,648) | ||||
Distributions to noncontrolling interests | (3,516) | (3,516) | ||||||
Reclassification of noncontrolling interests to mezzanine equity | (20) | (20) | ||||||
Adjustment to value of redeemable noncontrolling interests | (10,761) | (8,394) | (8,394) | (2,367) | ||||
Distributions declared | (26,437) | (26,437) | (26,437) | |||||
Net (loss) income | [1] | (7,998) | (13,505) | (13,505) | 5,507 | |||
Other comprehensive income (loss) | (477) | (477) | (477) | |||||
Ending balance, shares at Sep. 30, 2022 | 66,042,869 | |||||||
Ending balance Stockholders' Equity at Sep. 30, 2022 | 1,639,506 | 1,467,280 | $ 660 | 2,534,020 | (1,064,270) | (3,130) | 172,226 | |
Beginning balance, shares at Dec. 31, 2022 | 66,210,462 | |||||||
Beginning balance Stockholders' Equity at Dec. 31, 2022 | 1,567,765 | 1,400,091 | $ 661 | 2,540,424 | (1,138,304) | (2,690) | 167,674 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the DRIP, shares | 0 | |||||||
Issuance of nonvested restricted common stock, shares | 26,156 | |||||||
Issuance of nonvested restricted common stock | 0 | 0 | $ 0 | 0 | ||||
Vested restricted stock units (in shares) | [2] | 4,120 | ||||||
Vested restricted stock units | [2] | (72) | (72) | (72) | ||||
Amortization of nonvested restricted common stock and stock units | 4,173 | 4,173 | 4,173 | |||||
Stock based compensation | 62 | 62 | ||||||
Repurchase of common stock, shares | (4,879) | |||||||
Repurchase of common stock | (165) | (165) | $ 0 | (165) | ||||
Distributions to noncontrolling interests | (6,958) | (6,958) | ||||||
Reclassification of noncontrolling interests to mezzanine equity | (62) | (62) | ||||||
Adjustment to value of redeemable noncontrolling interests | 4,098 | 4,030 | 4,030 | 68 | ||||
Distributions declared | (49,835) | (49,835) | (49,835) | |||||
Net (loss) income | [1] | (45,364) | (44,044) | (44,044) | (1,320) | |||
Other comprehensive income (loss) | 66 | 66 | 66 | |||||
Ending balance, shares at Sep. 30, 2023 | 66,235,859 | |||||||
Ending balance Stockholders' Equity at Sep. 30, 2023 | 1,473,708 | 1,314,244 | $ 661 | 2,548,390 | (1,232,183) | (2,624) | 159,464 | |
Beginning balance, shares at Jun. 30, 2023 | 66,235,859 | |||||||
Beginning balance Stockholders' Equity at Jun. 30, 2023 | 1,496,402 | 1,335,774 | $ 661 | 2,547,135 | (1,209,578) | (2,444) | 160,628 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the DRIP, shares | 0 | |||||||
Amortization of nonvested restricted common stock and stock units | 1,558 | 1,558 | 1,558 | |||||
Stock based compensation | 21 | 21 | ||||||
Distributions to noncontrolling interests | (764) | (764) | ||||||
Reclassification of noncontrolling interests to mezzanine equity | (21) | (21) | ||||||
Adjustment to value of redeemable noncontrolling interests | (324) | (303) | (303) | (21) | ||||
Distributions declared | (16,616) | (16,616) | (16,616) | |||||
Net (loss) income | [1] | (6,368) | (5,989) | (5,989) | (379) | |||
Other comprehensive income (loss) | (180) | (180) | (180) | |||||
Ending balance, shares at Sep. 30, 2023 | 66,235,859 | |||||||
Ending balance Stockholders' Equity at Sep. 30, 2023 | $ 1,473,708 | $ 1,314,244 | $ 661 | $ 2,548,390 | $ (1,232,183) | $ (2,624) | $ 159,464 | |
[1] For the three months ended September 30, 2023 and 2022, amounts exclude $(78) and $354, respectively, of net (loss) income attributable to redeemable noncontrolling interests. For the nine months ended September 30, 2023 and 2022, amounts exclude $(564) and $323, respectively, of net (loss) income attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for further discussion. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distribution per share (in usd per share) | $ 0.25 | $ 0.40 | $ 0.75 | $ 1.20 |
Net income (loss) attributable to redeemable noncontrolling interest | $ (78) | $ 354 | $ (564) | $ 323 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (45,928) | $ (24,083) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 138,644 | 122,716 |
Other amortization | 46,576 | 21,316 |
Deferred rent | (2,896) | (5,414) |
Stock based compensation | 4,235 | 2,658 |
Gain on dispositions of real estate investments, net | (29,777) | (2,796) |
Impairment of real estate investments | 12,510 | 39,191 |
Loss (income) from unconsolidated entities | 924 | (1,680) |
Gain on re-measurement of previously held equity interests | (726) | (19,567) |
Foreign currency (gain) loss | (351) | 8,427 |
Loss on extinguishments of debt | 345 | 5,038 |
Change in fair value of derivative financial instruments | (8,200) | (500) |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (19,997) | (8,051) |
Other assets | (6,817) | (7,688) |
Accounts payable and accrued liabilities | 12,375 | 9,410 |
Accounts payable due to affiliates | 0 | (184) |
Operating lease liabilities | (27,708) | (15,638) |
Security deposits, prepaid rent and other liabilities | (443) | (9,714) |
Net cash provided by operating activities | 72,766 | 113,441 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from dispositions of real estate investments | 167,861 | 25,622 |
Developments and capital expenditures | (74,386) | (51,358) |
Acquisitions of real estate investments | (45,382) | (75,125) |
Acquisitions of previously held equity interests | (335) | (13,713) |
Investments in unconsolidated entities | (12,000) | (4,437) |
Issuance of notes receivable | (13,778) | (3,000) |
Real estate and other deposits | (1,279) | (528) |
Net cash provided by (used in) investing activities | 20,701 | (122,539) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under mortgage loans payable | 85,477 | 89,950 |
Payments on mortgage loans payable | (96,596) | (61,954) |
Borrowings under the lines of credit and term loan | 301,750 | 1,068,400 |
Payments on the lines of credit and term loan | (306,484) | (1,002,100) |
Borrowings under financing obligation | 16,283 | 0 |
Payments on financing and other obligations | (34,292) | (12,892) |
Deferred financing costs | (3,418) | (5,829) |
Debt extinguishment costs | (269) | (3,222) |
Distributions paid to common stockholders | (59,685) | (35,391) |
Repurchase of common stock | (165) | (16,233) |
Payments to taxing authorities in connection with common stock directly withheld from employees | (72) | 0 |
Distributions to noncontrolling interests in total equity | (7,371) | (9,821) |
Contribution from redeemable noncontrolling interest | 0 | 273 |
Distributions to redeemable noncontrolling interests | (1,190) | (1,918) |
Repurchase of redeemable noncontrolling interests | (15,954) | 0 |
Payment of offering costs | (885) | (666) |
Security deposits | (306) | (628) |
Net cash (used in) provided by financing activities | (123,177) | 7,969 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (29,710) | (1,129) |
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (40) | (59) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 111,906 | 125,486 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 82,156 | 124,298 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 82,156 | 124,298 |
Cash and cash equivalents at beginning of period | 65,052 | 81,597 |
Restricted cash at beginning of period | 46,854 | 43,889 |
Cash and cash equivalents at end of period | 35,178 | 79,421 |
Restricted cash at end of period | 46,978 | 44,877 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | 114,002 | 60,328 |
Cash paid for: Income taxes | 1,014 | 653 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued developments and capital expenditures | 19,329 | 25,096 |
Capital expenditures from financing obligations | 1,301 | 0 |
Tenant improvement overage | 2,359 | 605 |
Issuance of common stock under the DRIP | 0 | 26,118 |
Distributions declared but not paid to common stockholders | 16,559 | 26,417 |
Distributions declared but not paid — limited partnership units | 875 | 1,400 |
Distributions declared but not paid — restricted stock units | 140 | 54 |
Accrued offering costs | 1,685 | 1,796 |
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 | (1,784) | 2,410 |
Other assets, net | (3,211) | (10,967) |
Mortgage loan payable, net | 0 | 33,241 |
Accounts payable and accrued liabilities | (1,460) | 14,828 |
Financing obligations | 12 | 65 |
Security deposits, prepaid rent and other liabilities | $ (458) | $ 15,994 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 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 owns a diversified portfolio of clinical healthcare real estate properties, focusing primarily on medical office buildings, or MOBs, senior housing, skilled nursing facilities, or SNFs, hospitals and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, and our integrated senior health campuses. We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Code. On October 1, 2021, Griffin-American Healthcare REIT III, Inc., or GAHR III, merged with and into a wholly owned subsidiary, or Merger Sub, of Griffin-American Healthcare REIT IV, Inc., or GAHR IV, with Merger Sub being the surviving company, which we refer to as the REIT Merger, and our operating partnership, Griffin-American Healthcare REIT IV Holdings, LP, merged with and into Griffin-American Healthcare REIT III Holdings, LP, or the Surviving Partnership, with the Surviving Partnership being the surviving entity, which we refer to as the Partnership Merger and, together with the REIT Merger, the Merger. Following the Merger on October 1, 2021, our company was renamed American Healthcare REIT, Inc. and the Surviving Partnership was renamed American Healthcare REIT Holdings, LP, or our operating partnership. Also on October 1, 2021, immediately prior to the consummation of the Merger, and pursuant to a contribution and exchange agreement dated June 23, 2021, GAHR III acquired a newly formed entity, American Healthcare Opps Holdings, LLC, or NewCo, which we refer to as the AHI Acquisition. Following the Merger and the AHI Acquisition, our company became self-managed. Operating Partnership We conduct substantially all of our operations through our operating partnership and we are the sole general partner of our operating partnership. As of both September 30, 2023 and December 31, 2022 , we owned 95.0% of the partnership units, or OP units, in our operating partnership, and the remaining 5.0% limited OP units, were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer and President, and Mathieu B. Streiff, one of our directors; Platform Healthcare Investor TII, LLC; Flaherty Trust; and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the NewCo Sellers. 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. Public Offerings As of September 30, 2023, after taking into consideration the impact of the Merger and the reverse stock split as discussed in Note 2, Summary of Significant Accounting Policies, we had issued 65,445,557 shares for a total of $2,737,716,000 of common stock since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings (includes historical offering amounts sold by GAHR III and GAHR IV prior to the Merger). On September 16, 2022, we filed with the United States Securities and Exchange Commission, or the SEC, a Registration Statement on Form S-11 (File No. 333-267464), which was last amended on November 7, 2023 upon filing with the SEC Amendment No. 2 to Registration Statement on Form S-11, with respect to a proposed public offering by us of our shares of common stock in conjunction with a contemplated listing of our common stock on the New York Stock Exchange, or the Proposed Listing. Such registration statement and contemplated listing are not yet effective. See Note 12, Equity — Common Stock, and Note 12, Equity — Distribution Reinvestment Plan, for a further discussion of our public offerings. Our Real Estate Investments Portfolio We currently operate through six reportable business segments: integrated senior health campuses, MOBs, SHOP, SNFs, senior housing — leased and hospitals. As of September 30, 2023, we owned and/or operated 298 buildings and integrated senior health campuses, including completed development and expansion projects, representing approximately 18,875,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,485,940,000. In addition, as of September 30, 2023, we also owned a real estate-related debt investment purchased for $60,429,000. COVID-19 Our residents, tenants, operating partners and managers, our industry and the U.S. economy have been adversely affected by the impacts of the COVID-19 pandemic, including its economic impact. While the immediate effects of the COVID-19 pandemic have subsided, the timing and extent of the economic recovery towards pre-pandemic norms is dependent upon many factors, including the emergence and severity of future COVID-19 variants, the effectiveness and frequency of booster vaccinations, the duration and implications of ongoing or future restrictions and safety measures, the availability of ongoing government financial support to our tenants, operating partners and managers and the overall pace of economic recovery, among others. As an owner and operator of healthcare facilities, we expect to continue to be adversely affected by the long-term effects of the COVID-19 pandemic for some period of time; however, it is not possible to predict the full extent of its future impact on us, including our residents, tenants, operating partners and managers, the operations of our properties or the markets in which they are located, or the overall healthcare industry. We have evaluated such economic impacts of the COVID-19 pandemic on our business thus far and have incorporated information concerning such impacts into our assessments of liquidity, impairment and collectability from tenants and residents as of September 30, 2023. We will continue to monitor such impacts and will adjust our estimates and assumptions based on the best available information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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. Our condensed consolidated financial statements have been and are prepared on the going concern basis of accounting, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2023, the 2019 Trilogy Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, for our consolidated subsidiary of which we indirectly own approximately 74.0%, has an outstanding balance of approximately $367,000,000 and matures in less than 12 months on September 5, 2024. The 2019 Trilogy Credit Facility is secured by 28 of our integrated senior health campuses and is non-recourse to us. We also do not guarantee the 2019 Trilogy Credit Facility for any nonperformance of the principal or interest payments. Management plans to refinance the outstanding balance prior to its maturity. Management also believes that given the current value of these campuses relative to the current outstanding balance of the 2019 Trilogy Credit Facility, it is probable such loan could be refinanced under current lending conditions to extend the maturity date beyond 12 months from the filing date of our accompanying condensed consolidated financial statements. On November 15, 2022 we effected a one-for-four reverse stock split of our common stock and a corresponding reverse split of the OP units, or the Reverse Splits. All numbers of common shares and per share data, as well as the OP units, in our accompanying condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership and as of both September 30, 2023 and December 31, 2022, we owned a 95.0% general partnership interest therein, and the remaining 5.0% limited partnership interest was owned by the NewCo Sellers. 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 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 2022 Annual Report on Form 10-K, as filed with the SEC on March 17, 2023. 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 and grant income, 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 (in thousands): Three Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Over time $ 305,379 $ 42,752 $ 348,131 $ 265,705 $ 38,740 $ 304,445 Point in time 66,912 1,163 68,075 63,046 815 63,861 Total resident fees and services $ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306 Nine Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Over time $ 902,836 $ 134,965 $ 1,037,801 $ 729,079 $ 113,848 $ 842,927 Point in time 194,081 3,576 197,657 168,266 2,312 170,578 Total resident fees and services $ 1,096,917 $ 138,541 $ 1,235,458 $ 897,345 $ 116,160 $ 1,013,505 The following tables disaggregate our resident fees and services revenue by payor class (in thousands): Three Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Private and other payors $ 177,901 $ 41,296 $ 219,197 $ 151,296 $ 36,228 $ 187,524 Medicare 112,773 974 113,747 112,547 — 112,547 Medicaid 81,617 1,645 83,262 64,908 3,327 68,235 Total resident fees and services $ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306 Nine Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Private and other payors $ 512,733 $ 129,674 $ 642,407 $ 420,518 $ 106,897 $ 527,415 Medicare 357,238 1,753 358,991 300,744 — 300,744 Medicaid 226,946 7,114 234,060 176,083 9,263 185,346 Total resident fees and services $ 1,096,917 $ 138,541 $ 1,235,458 $ 897,345 $ 116,160 $ 1,013,505 ___________ (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 patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. 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 Medicare Medicaid Total Beginning balance — January 1, 2023 $ 55,484 $ 45,669 $ 20,832 $ 121,985 Ending balance — September 30, 2023 58,195 46,385 29,975 134,555 Increase $ 2,711 $ 716 $ 9,143 $ 12,570 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, 2023 $ 17,901 Ending balance — September 30, 2023 20,893 Increase $ 2,992 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 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 loss. The following is a summary of our adjustments to allowances for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 14,071 $ 12,378 Additional allowances 14,035 16,476 Write-offs (7,011) (9,120) Recoveries collected or adjustments (6,446) (5,451) Ending balance $ 14,649 $ 14,283 Accounts Payable and Accrued Liabilities As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities primarily include insurance reserves of $43,050,000 and $39,893,000, respectively, reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $40,650,000 and $38,624,000, respectively, accrued property taxes of $28,619,000 and $24,926,000, respectively, accrued developments and capital expenditures to unaffiliated third parties of $19,329,000 and $30,211,000, respectively, and accrued distributions to common stockholders of $16,559,000 and $26,484,000, respectively. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria. ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , or ASU 2022-06, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. ASU 2020-04, ASU 2021-01 and ASU 2022-06 are effective for fiscal years and interim periods beginning after March 12, 2020 and through the effective date December 31, 2024, as extended by ASU 2022-06. We adopted such accounting pronouncements on January 1, 2023, which has not had a material impact on our consolidated financial statements and disclosures as of September 30, 2023. In July 2023, the FASB issued ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280-General Revision of Regulation S-X: Income or Loss Applicable to Common Stock, or ASU 2023-03. ASU 2023-03 amends the Accounting Standards Codification, or ASC, for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a material impact on our consolidated financial statements and disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805- 60): Recognition and Initial Measurement, or ASU 2023-05. ASU 2023-05 applies to the initial formation of a “joint venture” or a “corporate joint venture” as defined in the accounting literature and requires a joint venture to apply a new basis of accounting by initially measuring and recognizing all contributions received upon its formation at fair value. In particular, a joint venture will measure its total assets and liabilities upon formation as the fair value of the joint venture as a whole, which would equal the fair value of all of the joint venture’s outstanding equity interests. The new guidance does not change the definition of a joint venture, the accounting by the investors for their investments in a joint venture (e.g., equity method accounting) or the accounting by a joint venture for contributions received after its formation. ASU 2023-05 will be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. We do not expect the adoption of ASU 2023-05 on January 1, 2025 to have a material impact to our consolidated financial statements and disclosures. |
Real Estate Investments, Net an
Real Estate Investments, Net and Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Investments, Net and Business Combinations | 3. Real Estate Investments, Net and Business Combinations Our real estate investments, net consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, Building, improvements and construction in process $ 3,588,614 $ 3,670,361 Land and improvements 335,517 344,359 Furniture, fixtures and equipment 234,311 221,727 4,158,442 4,236,447 Less: accumulated depreciation (727,802) (654,838) $ 3,430,640 $ 3,581,609 Depreciation expense for the three months ended September 30, 2023 and 2022 was $36,929,000 and $35,327,000, respectively, and for the nine months ended September 30, 2023 and 2022 was $109,967,000 and $104,077,000, respectively. The following is a summary of our capital expenditures for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Integrated senior health campuses $ 8,806 $ 37,865 MOBs 5,235 16,077 SHOP 5,006 8,935 Senior housing — leased 172 417 SNFs — — Hospitals — — Total $ 19,219 $ 63,294 Acquisitions of Real Estate Investments and Previously Leased Real Estate Investments Acquisitions of Real Estate Investments For the nine months ended September 30, 2023, using cash on hand and debt financing, we, through a majority-owned subsidiary of Trilogy Investors, LLC, or Trilogy, completed the acquisition of one integrated senior health campus. The following is a summary of our property acquisition for the nine months ended September 30, 2023 (dollars in thousands): Location Date Acquired Contract Mortgage Louisville, KY 02/15/23 $ 11,000 $ 7,700 In addition, on June 30, 2023, we, through a majority-owned subsidiary of Trilogy, acquired a land parcel in Ohio for a contract purchase price of $660,000, plus closing costs, for the future expansion of an existing integrated senior health campus. Acquisitions of Previously Leased Real Estate Investments For the nine months ended September 30, 2023, using cash and debt financing, we, through a majority-owned subsidiary of Trilogy, acquired three previously leased real estate investments located in Indiana and Ohio. The following is a summary of such acquisitions, which are included in our integrated senior health campuses segment (dollars in thousands): Location Date Acquired Contract Mortgage Financing Washington, IN 07/13/23 $ 14,200 $ 12,212 $ — Tell City, IN 07/13/23 2,400 1,988 — New Albany, OH 07/13/23 16,283 — 16,283 Total $ 32,883 $ 14,200 $ 16,283 We accounted for our acquisitions of land and real estate investments completed during the nine months ended September 30, 2023 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 $28,623,000 operating lease right-of-use assets and $30,498,000 operating lease liabilities (in thousands): 2023 Building and improvements $ 38,517 Land and improvements 4,917 Total assets acquired $ 43,434 Dispositions of Real Estate Investments For the nine months ended September 30, 2023, we disposed of six SHOP and 14 MOBs. We recognized a total aggregate net gain on such dispositions of $30,022,000. The following is a summary of such dispositions (dollars in thousands): Location Number of Type Date Contract Pinellas Park, FL(1) 1 SHOP 02/01/23 $ 7,730 Olympia Fields, IL 1 MOB 04/10/23 3,750 Auburn, CA 1 MOB 04/26/23 7,050 Pottsville, PA 1 MOB 04/26/23 6,000 New London, CT 1 MOB 05/24/23 4,200 Stratford, CT 1 MOB 05/24/23 4,800 Westbrook, CT 1 MOB 05/24/23 7,250 Lakeland, FL(1) 1 SHOP 06/01/23 7,080 Winter Haven, FL(1) 1 SHOP 06/01/23 17,500 Acworth, GA 3 MOB 06/14/23 8,775 Lithonia, GA 1 MOB 06/14/23 3,445 Stockbridge, GA 1 MOB 06/14/23 2,430 Lake Placid, FL(1) 1 SHOP 06/30/23 5,620 Brooksville, FL(1) 1 SHOP 06/30/23 7,800 Spring Hill, FL(1) 1 SHOP 08/01/23 7,800 Morristown, NJ 1 MOB 08/09/23 62,210 Evendale, OH 1 MOB 08/29/23 11,900 Longview, TX 1 MOB 09/19/23 1,500 Total 20 $ 176,840 ___________ (1) As of September 30, 2023, we had disposed of all of the facilities that comprised the Central Florida Senior Housing Portfolio. See Note 11, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio. Impairment of Real Estate Investments As we continue to evaluate additional non-strategic properties for sale, we determined that two of our SHOP were impaired and recognized an aggregate impairment charge of $12,510,000 for the three and nine months ended September 30, 2023, which reduced the total aggregate carrying value of such assets to $15,977,000. The remaining $3,477,000 carrying value of one such SHOP was then reclassified to properties held for sale, which is included in other assets, net in our accompanying condensed consolidated balance sheet. The fair value of one SHOP was based on its projected sales price from independent third-party letters of intent, which were considered Level 2 measurements within the fair value hierarchy. The fair value of the other SHOP was determined by a third-party appraiser based on the sales comparison approach with the most significant inputs based on a price per unit and price per square foot analysis within the area for similar types of assets. The ranges of these inputs were $190,000 to $200,000 per unit and $250 to $260 per square foot, which were considered Level 3 measurements within the fair value hierarchy. In 2022, we commenced an initiative to evaluate non-strategic assets for sale. In doing so, we determined that five and eight of our SHOP, respectively, were impaired and recognized an aggregate impairment charge of $21,851,000 and $39,191,000, for the three and nine months ended September 30, 2022, respectively, which reduced the total carrying value of such eight SHOP to $63,154,000. The fair value of one SHOP was determined by the sales price from an executed purchase and sale agreement with a third-party buyer, which was considered a Level 2 measurement within the fair value hierarchy. The fair values of the remaining seven SHOP were based on their projected sales prices, which were considered Level 2 measurements within the fair value hierarchy. We disposed of three such impaired facilities during the fourth quarter of 2022, and we disposed of the remaining five such impaired facilities during the nine months ended September 30, 2023. See the “Dispositions of Real Estate Investments” section above. Business Combinations On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party, a 60.0% controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky. The contract purchase price for the acquisition of MCP was $900,000, which was acquired using cash on hand. Prior to such acquisition, we owned a 40.0% interest in MCP, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying condensed consolidated balance sheet as of December 31, 2022. In connection with the acquisition of the remaining interest in MCP, we now own a 100% controlling interest in MCP. As a result, we re-measured the fair value of our previously held equity interest in MCP and recognized a gain on re-measurement of $726,000 in our accompanying condensed consolidated statements of operations and comprehensive loss. On January 3, 2022, we, through a majority-owned subsidiary of Trilogy, acquired an integrated senior health campus in Kentucky from an unaffiliated third party. The contract purchase price for such property acquisition was $27,790,000 plus immaterial transaction costs. We acquired such property using cash on hand and placed a mortgage loan payable of $20,800,000 on the property at the time of acquisition. On April 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0% interest in a pharmaceutical business in Florida from an unaffiliated third party and incurred transaction costs of $938,000. Prior to such pharmaceutical business acquisition, we owned the other 50.0% interest in such business, which was accounted for as an equity method investment. Therefore, through March 31, 2022, our 50.0% interest in the net earnings or losses of such unconsolidated entity was included in income or loss from unconsolidated entities in our accompanying condensed consolidated statements of operations and comprehensive loss. On August 1, 2022, we, through a majority-owned subsidiary of Trilogy, acquired a 50.0% controlling interest in a privately held company, RHS Partners, LLC, or RHS, that owns and/or operates 16 integrated senior health campuses located in Indiana, from an unaffiliated third party. The contract purchase price for the acquisition of RHS was $36,661,000 plus immaterial closing costs, which was primarily acquired using cash on hand. Prior to such acquisition, we owned a 50.0% interest in RHS, which was accounted for as an equity method investment and was included in investments in unconsolidated entities within other assets, net in our accompanying condensed consolidated balance sheet as of December 31, 2021. Therefore, through July 31, 2022, our 50.0% equity interest in the net earnings or losses of RHS was included in income or loss from unconsolidated entities in our accompanying condensed consolidated statements of operations and comprehensive loss. In connection with the acquisition of the remaining interest in RHS, we now own a 100% controlling interest in RHS. As a result, we re-measured the fair value of our previously held equity interest in RHS and recognized a gain on re-measurement of $19,567,000 in our accompanying condensed consolidated statements of operations and comprehensive loss. Based on quantitative and qualitative considerations, such business combinations were not material to us individually or in the aggregate and therefore, pro forma financial information is not provided. The fair values of the assets acquired and liabilities assumed were preliminary estimates at acquisition. Any necessary adjustments are finalized within one year from the date of acquisition. The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the nine months ended September 30, 2023 and 2022 (in thousands): 2023 2022 Building and improvements $ — $ 80,533 Land — 8,755 In-place leases — 10,330 Goodwill 3,331 44,990 Furniture, fixtures and equipment 39 1,936 Cash and restricted cash 565 9,723 Certificates of need — 3,567 Operating lease right-of-use assets — 153,777 Other assets 66 1,787 Accounts receivable, net — 19,472 Total assets acquired 4,001 334,870 Security deposits and other liabilities (812) (15,994) Mortgage loans payable — (45,300) Accounts payable and accrued liabilities (1,676) (15,060) Operating lease liabilities — (161,121) Financing obligations (12) (65) Total liabilities assumed (2,500) (237,540) Net assets acquired $ 1,501 $ 97,330 |
Debt Security Investment, Net
Debt Security Investment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Debt Security Investment [Abstract] | |
Debt Security Investment, Net | 4. Debt Security Investment, Net 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 matures on August 25, 2025 at a stated amount of $93,433,000, resulting in an anticipated yield-to-maturity of 10.0% per annum. The debt security was issued by an unaffiliated mortgage trust and represents a 10.0% beneficial ownership interest in such mortgage trust. The debt security is subordinate to all other interests in the mortgage trust and is not guaranteed by a government-sponsored entity. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Liabilities [Abstract] | |
Intangibles | 5. Intangibles Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Amortized intangible assets: In-place leases, net of accumulated amortization of $45,275 and $38,930 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.5 years and 7.0 years as of September 30, 2023 and December 31, 2022, respectively) $ 47,766 $ 75,580 Above-market leases, net of accumulated amortization of $6,676 and $6,360 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.7 years and 9.0 years as of September 30, 2023 and December 31, 2022, respectively) 16,667 30,194 Customer relationships, net of accumulated amortization of $897 and $785 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 12.9 years and 13.7 years as of September 30, 2023 and December 31, 2022, respectively) 1,943 2,055 Unamortized intangible assets: Certificates of need 99,721 97,667 Trade names 30,787 30,787 Total identified intangible assets, net $ 196,884 $ 236,283 Amortized intangible liabilities: Below-market leases, net of accumulated amortization of $3,187 and $2,508 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.9 years and 8.4 years as of September 30, 2023 and December 31, 2022, respectively) $ 9,346 $ 10,837 Total identified intangible liabilities, net $ 9,346 $ 10,837 Amortization expense on identified intangible assets for the three months ended September 30, 2023 and 2022 was $15,351,000 and $5,534,000, respectively, which included $3,573,000 and $1,113,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss. Amortization expense on identified intangible assets for the nine months ended September 30, 2023 and 2022 was $40,133,000 and $19,894,000, respectively, which included $13,515,000 and $3,340,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss. On March 1, 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio to a RIDEA structure, which resulted in a full amortization of $8,073,000 of above-market leases and $885,000 of in-place leases. In addition, we fully amortized $2,756,000 of above-market leases and $5,750,000 of in-place leases during the three months ended September 30, 2023 in connection with the transition of our senior housing — leased facilities within Michigan ALF Portfolio to a RIDEA structure. Amortization expense on below-market leases for the three months ended September 30, 2023 and 2022 was $470,000 and $413,000, respectively, and for the nine months ended September 30, 2023 and 2022 was $1,282,000 and $1,436,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. In connection with the transition of our senior housing — leased facilities within Michigan ALF Portfolio to a RIDEA structure, we fully amortized $112,000 of below-market leases during the three months ended September 30, 2023. The aggregate weighted average remaining life of the identified intangible assets was 7.7 years as of both September 30, 2023 and December 31, 2022. The aggregate weighted average remaining life of the identified intangible liabilities was 7.9 years and 8.4 years as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, estimated amortization expense on the identified intangible assets and liabilities for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter was as follows (in thousands): Amortization Expense Year Intangible Intangible 2023 $ 5,459 $ 3,252 2024 11,613 1,072 2025 8,862 956 2026 7,794 840 2027 7,270 825 Thereafter 25,378 2,401 Total $ 66,376 $ 9,346 |
Other Assets, Net
Other Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets [Abstract] | |
Other Assets, Net | 6. Other Assets, Net Other assets, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Deferred rent receivables $ 46,944 $ 46,867 Prepaid expenses, deposits, other assets and deferred tax assets, net 33,783 25,866 Inventory — finished goods 21,998 19,775 Investments in unconsolidated entities 20,807 9,580 Lease commissions, net of accumulated amortization of $6,794 and $6,260 as of September 30, 2023 and December 31, 2022, respectively 17,538 19,217 Derivative financial instrument 8,200 — Deferred financing costs, net of accumulated amortization of $8,013 and $5,704 as of September 30, 2023 and December 31, 2022, respectively 3,120 4,334 Lease inducement, net of accumulated amortization of $2,456 and $2,193 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.2 years and 7.9 years as of September 30, 2023 and December 31, 2022, respectively) 2,544 2,807 Total $ 154,934 $ 128,446 |
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net | 9 Months Ended |
Sep. 30, 2023 | |
Mortgage Loans Payable, Net [Abstract] | |
Mortgage Loans Payable, Net | 7. Mortgage Loans Payable, Net Mortgage loans payable, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Total fixed-rate debt (71 loans and 68 loans as of September 30, 2023 and December 31, 2022, respectively) $ 908,000 $ 885,892 Total variable-rate debt (13 loans and 11 loans as of September 30, 2023 and December 31, 2022, respectively) 335,358 368,587 Total fixed- and variable-rate debt 1,243,358 1,254,479 Less: deferred financing costs, net (8,996) (8,845) Add: premium 184 237 Less: discount (13,308) (16,024) Mortgage loans payable, net $ 1,221,238 $ 1,229,847 Based on interest rates in effect as of September 30, 2023 and December 31, 2022, effective interest rates ranged from 2.21% to 8.44% per annum and 2.21% to 7.26% per annum, respectively, with a weighted average effective interest rate of 4.64% and 4.29%, respectively. We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios. The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 1,229,847 $ 1,095,594 Additions: Borrowings under mortgage loans payable 85,477 156,120 Assumption of mortgage loans payable due to acquisition of real estate investments, net — 45,300 Amortization of deferred financing costs 1,690 1,701 Amortization of discount/premium on mortgage loans payable, net 2,662 1,879 Deductions: Scheduled principal payments on mortgage loans payable (59,931) (53,317) Early payoff of mortgage loans payable (9,809) (78,437) Payoff of a mortgage loans payable due to disposition of real estate investment (26,856) (8,637) Deferred financing costs (1,842) (1,044) Ending balance $ 1,221,238 $ 1,159,159 For the three and nine months ended September 30, 2023, we incurred a loss on the early extinguishment of mortgage loan payable of $345,000, which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss. Such loss was related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in August 2023. For the three and nine months ended September 30, 2022, we incurred an aggregate loss on the early extinguishment of mortgage loans payable of $628,000 and $1,877,000, respectively, which is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss. Such aggregate loss was primarily related to the payoff of a mortgage loan payable due to the disposition of a real estate investment in September 2022 and the write-off of unamortized loan discount related to eight mortgage loans payable that we refinanced on January 1, 2022 that were due to mature in 2044 through 2052. As of September 30, 2023, the principal payments due on our mortgage loans payable for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter were as follows (in thousands): Year Amount 2023 $ 4,862 2024 310,860 2025 166,186 2026 170,035 2027 35,128 Thereafter 556,287 Total $ 1,243,358 |
Lines of Credit and Term Loan
Lines of Credit and Term Loan | 9 Months Ended |
Sep. 30, 2023 | |
Line of Credit Facility [Abstract] | |
Lines Of Credit and Term Loan | 8. Lines of Credit and Term Loan 2022 Credit Facility On January 19, 2022 , we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, entered into an agreement, or the 2022 Credit Agreement, to amend and restate the credit agreement for our existing credit facility with Bank of America, N.A., or Bank of America, KeyBank National Association, Citizens Bank, National Association, and the lenders named therein. The 2022 Credit Agreement provides for a credit facility with an aggregate maximum principal amount up to $1,050,000,000 , or the 2022 Credit Facility, which consists of a senior unsecured revolving credit facility in the initial aggregate amount of $500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $550,000,000. The proceeds of loans made under the 2022 Credit Facility may be used for refinancing existing indebtedness and for general corporate purposes including for working capital, capital expenditures and other corporate purposes not inconsistent with obligations under the 2022 Credit Agreement. We may also obtain up to $25,000,000 in the form of standby letters of credit pursuant to the 2022 Credit Facility. Unless defined herein, all capitalized terms under this “2022 Credit Facility” subsection are defined in the 2022 Credit Agreement. Under the terms of the 2022 Credit Agreement, the revolving loans mature on January 19, 2026, and may be extended for one 12-month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The term loan matures on January 19, 2027, and may not be extended. The maximum principal amount of the 2022 Credit Facility may be increased by an aggregate incremental amount of $700,000,000, subject to: (i) the terms of the 2022 Credit Agreement; and (ii) at least five The 2022 Credit Facility bears interest at varying rates based upon, at our option, (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) the Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2022 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR then the 2022 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions. The 2022 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2022 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2022 Credit Agreement, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. On March 1, 2023, we entered into an amendment to the 2022 Credit Agreement, or the First Amendment. The material terms of the First Amendment provided for revisions to certain financial covenants for a limited period of time. Except as modified by the terms of the First Amendment, the material terms of the 2022 Credit Agreement remain in full force and effect. As of both September 30, 2023 and December 31, 2022, our aggregate borrowing capacity under the 2022 Credit Facility was $1,050,000,000, excluding the $25,000,000 in standby letters of credit described above. As of September 30, 2023 and December 31, 2022, borrowings outstanding under the 2022 Credit Facility totaled $910,900,000 ($910,076,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility) and $965,900,000 ($965,060,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2022 Credit Facility), respectively, and the weighted average interest rate on such borrowings outstanding was 7.07% and 6.07% per annum, respectively. As of September 30, 2023, we have entered into interest rate swaps to mitigate the risk associated with the entire $550,000,000 outstanding borrowing amount of our term loan. See Note 9, Derivative Financial Instruments, for a further discussion. In January 2022, in connection with the 2022 Credit Agreement, we incurred an aggregate $3,161,000 loss on the extinguishment of a portion of senior unsecured term loan related to former credit facilities. Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and primarily consisted of lender fees we paid to obtain the 2022 Credit Facility. 2019 Trilogy Credit Facility We, through Trilogy RER, LLC, are party to an amended and restated loan agreement, or the 2019 Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC; 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 $360,000,000, consisting of: (i) a $325,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the 2019 Trilogy Credit Facility. The proceeds of the 2019 Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes. The maximum principal amount of the 2019 Trilogy Credit Facility could have been increased by up to $140,000,000, for a total principal amount of $500,000,000, subject to certain conditions. On December 20, 2022, we entered into an amendment to the 2019 Trilogy Credit Agreement, or the 2019 Trilogy Credit Amendment. The material terms of the 2019 Trilogy Credit Amendment provided for an increase to the secured revolver amount from $325,000,000 to $365,000,000, thereby increasing our aggregate maximum principal amount under the credit facility from $360,000,000 to $400,000,000. In addition, all references to LIBOR were replaced with the Secured Overnight Financing Rate, or SOFR. On March 30, 2023, we further amended the 2019 Trilogy Credit Agreement to update the definition of Implied Debt Service, which is used to calculate the Real Estate Borrowing Base Availability, for interest rate changes and to add an annual interest-only payment calculation option. Except as modified by the terms of the amendments, the material terms of the 2019 Trilogy Credit Agreement remain in full force and effect. Unless defined herein, all capitalized terms under this “2019 Trilogy Credit Facility” subsection are defined in the 2019 Trilogy Credit Amendment. The 2019 Trilogy Credit Facility was due to mature on September 5, 2023; however, pursuant to the terms of the 2019 Trilogy Credit Agreement, at such time we extended the maturity date for one 12-month period to mature on September 4, 2024, and paid an extension fee of $600,000. At our option, the 2019 Trilogy Credit Facility bears interest at per annum rates equal to (a) SOFR, plus 2.75% for SOFR Rate Loans and (b) for Base Rate Loans, 1.75% plus the highest of: (i) the fluctuating rate per annum of interest in effect for such day as established from time to time by KeyBank as its prime rate, (ii) 0.50% above the Federal Funds Effective Rate and (iii) 1.00% above one-month Adjusted Term SOFR. As of both September 30, 2023 and December 31, 2022, our aggregate borrowing capacity under the 2019 Trilogy Credit Facility was $400,000,000. As of September 30, 2023 and December 31, 2022, borrowings outstanding under the 2019 Trilogy Credit Facility totaled $367,000,000 and $316,734,000, respectively, and the weighted average interest rate on such borrowings outstanding was 8.18% and 7.17% per annum, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 9. Derivative Financial Instruments We use derivative financial instruments to manage interest rate risk associated with our variable-rate term loan pursuant to our 2022 Credit Facility and we record such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability measured at fair value. We did not have any derivative financial instruments as of December 31, 2022. The following table provides information with respect to the derivative financial instruments held by us as of September 30, 2023, which were included in other assets, net in our accompanying condensed consolidated balance sheet (dollars in thousands): Instrument Notional Amount Index Interest Rate Effective Date Maturity Date Fair Value Swap $ 275,000 one month 3.74% 02/01/23 01/19/26 $ 6,125 Swap 275,000 one month 4.41% 08/08/23 01/19/26 2,075 $ 550,000 $ 8,200 As of September 30, 2023, our derivative financial instruments were not 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 September 30, 2023 and 2022, we recorded $3,402,000 and $0, respectively, and for the nine months ended September 30, 2023 and 2022, we recorded $8,200,000 and $500,000, respectively, as a decrease to total interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss related to the change in the fair value of our derivative financial instruments. See Note 13, Fair Value Measurements, for a further discussion of our derivative financial instruments. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 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. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interests | 11. Redeemable Noncontrolling Interests As of both September 30, 2023 and December 31, 2022, we, through our direct and indirect subsidiaries, owned a 95.0% general partnership interest in our operating partnership and the remaining 5.0% limited partnership interest in our operating partnership was owned by the NewCo Sellers. Some of the limited partnership units outstanding, which account for approximately 1.0% of our total operating partnership units outstanding, have redemption features outside of our control and are accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheets. As of both September 30, 2023 and December 31, 2022, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0% ownership interest, owned approximately 97.4% and 96.2%, respectively, of the outstanding equity interests of Trilogy. As of September 30, 2023 and December 31, 2022, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 2.6% and 3.8%, respectively, of the outstanding equity interests of Trilogy. We account for such equity interests as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets in accordance with FASB Accounting Standards Codification Topic 480-10-S99-3A given certain features associated with such equity interests. For the nine months ended September 30, 2023, we redeemed a portion of the equity interests owned by current members of Trilogy’s management for an aggregate of $15,954,000. For the nine months ended September 30, 2022, we did not redeem any equity interests of Trilogy. As of September 30, 2023 and December 31, 2022, we own, through our operating partnership, approximately 98.0% of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Central Florida Senior Housing Portfolio, Pinnacle Beaumont ALF and Pinnacle Warrenton ALF. The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets. See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for dispositions within our Central Florida Senior Housing Portfolio in 2023. We previously owned 90.0% of the joint venture with Avalon Health Care, Inc., or Avalon, that owned Catalina West Haven ALF and Catalina Madera ALF. The noncontrolling interests held by Avalon had redemption features outside of our control and were accounted for as redeemable noncontrolling interests until December 1, 2022, when we exercised our right to purchase the remaining 10.0% of the joint venture with Avalon for a contract purchase price of $295,000. As such, 10.0% of the net earnings of such joint venture were allocated to redeemable noncontrolling interests in our accompanying consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022. We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 81,598 $ 72,725 Additional redeemable noncontrolling interest — 273 Reclassification from equity 62 62 Distributions (1,083) (2,108) Repurchase of redeemable noncontrolling interests (15,954) — Adjustment to redemption value (4,098) 14,594 Net (loss) income attributable to redeemable noncontrolling interests (564) 323 Ending balance $ 59,961 $ 85,869 |
Equity
Equity | 109 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | 12. Equity Preferred Stock Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of both September 30, 2023 and December 31, 2022, 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, par value $0.01 per share, whereby 200,000,000 shares are classified as Class T common stock and 800,000,000 shares are classified as Class I common stock. As of September 30, 2023, after taking into consideration the Merger and the impact of the reverse stock split as discussed below, we had issued 65,445,557 shares for a total of $2,737,716,000 of common stock since February 26, 2014 in our initial public offerings and DRIP offerings (includes historical offering amounts sold by GAHR III and GAHR IV prior to the Merger). See “Distribution Reinvestment Plan” section below for further discussion. On November 15, 2022 we effected a one-for-four reverse split of our common stock and a corresponding reverse split of the partnership units in our operating partnership. As a result of the Reverse Splits, every four shares of our common stock, or four partnership units in our operating partnership, were automatically combined and converted into one issued and outstanding share of our common stock of like class, or one partnership unit of like class, as applicable, rounded to the nearest 1/100th share or unit. The Reverse Splits impacted all classes of common stock and partnership units proportionately and had no impact on any stockholder’s or partner’s ownership percentage. Neither the number of authorized shares nor the par value of the Class T common stock and Class I common stock were ultimately impacted. All numbers of common shares and per share data, as well as partnership units in our operating partnership, in our accompanying condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits. Distribution Reinvestment Plan Our DRIP allowed our stockholders to elect to reinvest an amount equal to the distributions declared on their shares of common stock in additional shares of our common stock in lieu of receiving cash distributions. However, in connection with the Proposed Listing, on November 14, 2022, our board suspended the DRIP offering beginning with the distributions declared for the quarter ended December 31, 2022. As a result of the suspension of the DRIP offering, unless and until our board reinstates the DRIP offering, stockholders who are current participants in the DRIP were or will be paid distributions in cash. Our board has been establishing an estimated per share net asset value, or NAV, annually. Shares of our common stock issued pursuant to our DRIP are issued at the current estimated per share NAV until such time as our board determined an updated estimated per share NAV. The following is a summary of the historical estimated per share NAV: Approval Date by our Board Estimated Per Share NAV 03/24/22 $ 37.16 03/15/23 $ 31.40 For both the three and nine months ended September 30, 2023, there were no distributions reinvested and no shares of our common stock were issued pursuant to our DRIP offerings. For the three and nine months ended September 30, 2022, $3,671,000 and $26,118,000, respectively, in distributions were reinvested and 98,794 and 705,169 shares of our common stock, respectively, were issued pursuant to our DRIP offerings. Share Repurchase Plan Our share repurchase plan allowed for repurchases of shares of our common stock by us when certain criteria were met. Share repurchases were made at the sole discretion of our board. On October 4, 2021, as a result of the Merger, our board authorized the partial reinstatement of our share repurchase plan with respect to requests to repurchase shares resulting from the death or qualifying disability of stockholders, effective with respect to qualifying repurchases for the fiscal quarter ending December 31, 2021. All share repurchase requests other than those requests resulting from the death or qualifying disability of stockholders were rejected. On November 14, 2022, our board suspended our share repurchase plan beginning with share repurchase requests for the quarter ending December 31, 2022. All share repurchase requests, including requests resulting from the death or qualifying disability of stockholders, received commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests. Funds for the repurchase of shares of our common stock were derived from the cumulative proceeds we received from the sale of shares of our common stock pursuant to our DRIP offerings. Pursuant to our share repurchase plan, the repurchase price with respect to repurchases resulting from the death or qualifying disability of stockholders was equal to the most recently published estimated per share NAV. We did not repurchase any shares of our common stock pursuant to our share repurchase plan for the three months ended September 30, 2023. For the nine months ended September 30, 2023, pursuant to our share repurchase plan, we repurchased 1,681 shares of common stock for $62,000, at a repurchase price of $37.16 per share. For the three and nine months ended September 30, 2022, pursuant to our share repurchase plan, we repurchased 152,035 and 438,994 shares of common stock, respectively, for an aggregate of $5,650,000 and $16,233,000, respectively, at a repurchase price of $37.16 and $36.98 per share, respectively. Such repurchase requests were submitted prior to the suspension of our share repurchase plan. Noncontrolling Interests in Total Equity As of September 30, 2023 and December 31, 2022, Trilogy REIT Holdings owned approximately 97.4% and 96.2%, respectively, of Trilogy. We are the indirect owner of a 76.0% interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly owned subsidiary of NorthStar Healthcare Income, Inc., or NHI. We serve as the managing member of Trilogy REIT Holdings. As of both September 30, 2023 and December 31, 2022, NHI indirectly owned a 24.0% membership interest in Trilogy REIT Holdings and as such, for the three and nine months ended September 30, 2023 and 2022, 24.0% of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests. See Note 19, Subsequent Event, for a further discussion of our ownership in Trilogy REIT Holdings. In connection with our operation of Trilogy, time-based profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and two independent directors of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy. The Profit Interests are measured at their grant date fair value and vest in increments of 20.0% on each anniversary of the respective grant date over a five-year period. We amortize the Profit Interests on a straight-line basis over the vesting periods, which are recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. The nonvested Profit Interests are presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and are re-classified to redeemable noncontrolling interests upon vesting as they have redemption features outside of our control, similar to the common stock units held by Trilogy’s management. See Note 11, Redeemable Noncontrolling Interests, for further discussion. There were no canceled, expired or exercised Profit Interests during the three and nine months ended September 30, 2023 and 2022. For the three months ended September 30, 2023 and 2022, we recognized stock compensation expense related to the time-based Profit Interests of $21,000 and $20,000, respectively. For both the nine months ended September 30, 2023 and 2022, we recognized stock compensation expense related to the time-based Profit Interests of $62,000. One of our consolidated subsidiaries issued non-voting preferred shares of beneficial interests to qualified investors for total proceeds of $125,000. These preferred shares of beneficial interests are entitled to receive cumulative preferential cash dividends at the rate of 12.5% per annum. We classify the value of our subsidiary’s preferred shares of beneficial interests as noncontrolling interests in our accompanying condensed consolidated balance sheets and the dividends of the preferred shares of beneficial interests in net income or loss attributable to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss. As of both September 30, 2023 and December 31, 2022, we owned an 86.0% interest in a consolidated limited liability company that owns Lakeview IN Medical Plaza. As such, 14.0% of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022. As of both September 30, 2023 and December 31, 2022, we owned a 90.6% membership interest in a consolidated limited liability company that owns Southlake TX Hospital. As such, 9.4% of the net earnings of Southlake TX Hospital were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022. As of both September 30, 2023 and December 31, 2022, we owned a 90.0% interest in a joint venture that owns the Louisiana Senior Housing Portfolio. As such, 10.0% of the net earnings of the joint venture were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022. As discussed in Note 1, Organization and Description of Business, as of both September 30, 2023 and December 31, 2022, we, through our direct and indirect subsidiaries, own a 95.0% general partnership interest in our operating partnership and the remaining 5.0% limited partnership interest in our operating partnership is owned by the NewCo Sellers. As of both September 30, 2023 and December 31, 2022, 4.0% of our total operating partnership units outstanding is presented in total equity in our accompanying condensed consolidated balance sheets. See Note 11, Redeemable Noncontrolling Interests, for further discussion. AHR 2015 Incentive Plan Pursuant to the Amended and Restated 2015 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. On June 15, 2023, we adopted the Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, which, among other things, increased the maximum number of shares of our common stock that may be issued pursuant to such plan from 1,000,000 to 4,000,000 shares, extended the term of such plan to June 15, 2033 and made certain administrative changes to the Amended and Restated 2015 Incentive Plan. Restricted common stock Pursuant to the AHR Incentive Plan, through September 30, 2023, we granted an aggregate of 315,459 shares of our restricted common stock, or RSAs, which include restricted Class T common stock and restricted Class I common stock, 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. In addition, certain executive officers and key employees received grants of restricted Class T common stock. RSAs generally have a vesting period ranging from one Restricted stock units Pursuant to the AHR Incentive Plan, through September 30, 2023, we granted our executive officers an aggregate 70,751 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our Class T common stock upon vesting. We also granted to our executive officers and certain employees 169,529 time-based restricted stock units, or TBUs, representing the right to receive shares of our Class T 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. A summary of the status of our nonvested RSAs and RSUs as of September 30, 2023 and December 31, 2022 and the changes for the nine months ended September 30, 2023 is presented below: Number of Weighted Number of Weighted Balance — December 31, 2022 183,240 $ 36.97 48,553 $ 37.16 Granted 26,156 $ 31.83 191,728 $ 31.40 Vested (22,528) $ 37.52 (6,400) (1) $ 37.16 Forfeited — $ — (3,452) $ 31.40 Balance — September 30, 2023 186,868 $ 36.18 230,429 $ 32.45 ___________ (1) Amount includes 2,280 shares of common stock that were withheld from issuance to satisfy employee minimum tax withholding requirements associated with the vesting of RSUs during the nine months ended September 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 September 30, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Quoted Prices in Significant Other Significant Total Assets: Derivative financial instruments $ — $ 8,200 $ — $ 8,200 Total assets at fair value $ — $ 8,200 $ — $ 8,200 There were no transfers into and out of fair value measurement levels during the nine months ended September 30, 2023 and 2022. We did not have any assets and liabilities measured at fair value on a recurring basis as of December 31, 2022. Derivative Financial Instruments We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. We also previously used interest rate swaps or interest rate caps to manage such interest rate risk. 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 September 30, 2023, 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. On January 25, 2022, our prior interest rate swap contracts matured and as of December 31, 2022, we did not have any derivative financial instruments. 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, market data and because of the short period of time between origination of the instruments and their expected realization. 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 September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Financial Assets: Debt security investment $ 85,922 $ 93,047 $ 83,000 $ 93,230 Financial Liabilities: Mortgage loans payable $ 1,221,238 $ 1,057,769 $ 1,229,847 $ 1,091,667 Lines of credit and term loan $ 1,273,956 $ 1,278,709 $ 1,277,460 $ 1,285,205 ___________ (1) Carrying amount is net of any discount/premium and unamortized deferred financing costs. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 financial statement effects of an uncertain tax position 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 September 30, 2023 and December 31, 2022, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements. We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both September 30, 2023 and December 31, 2022, 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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lessee, Finance Leases | 15. Leases Lessor We have operating leases with tenants that expire at various dates through 2050. For the three months ended September 30, 2023 and 2022, we recognized $45,582,000 and $50,041,000, respectively, of revenues related to operating lease payments, of which $9,800,000 and $9,522,000, respectively, was for variable lease payments. For the nine months ended September 30, 2023 and 2022, we recognized $137,101,000 and $150,860,000, respectively, of revenues related to operating lease payments, of which $29,551,000 and $29,598,000, respectively, was for variable lease payments. As of September 30, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands): Year Amount 2023 $ 34,625 2024 132,971 2025 120,998 2026 110,939 2027 105,771 Thereafter 534,266 Total $ 1,039,570 Lessee We lease certain land, buildings, furniture, fixtures, campus and 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. 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. The components of lease costs were as follows (in thousands): Three Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 11,049 $ 9,322 Finance lease cost: Amortization of leased assets Depreciation and amortization 334 310 Interest on lease liabilities Interest expense 82 43 Sublease income Resident fees and services revenue or other income (97) (156) Total lease cost $ 11,368 $ 9,519 Nine Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 34,445 $ 21,086 Finance lease cost: Amortization of leased assets Depreciation and amortization 934 939 Interest on lease liabilities Interest expense 239 183 Sublease income Resident fees and services revenue or other income (425) (538) Total lease cost $ 35,193 $ 21,670 ___________ (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 September 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 12.3 12.8 Finance leases 1.7 2.3 Weighted average discount rate: Operating leases 5.76 % 5.69 % Finance leases 7.76 % 7.66 % Nine Months Ended September 30, Supplemental Disclosure of Cash Flows Information 2023 2022 Operating cash outflows related to finance leases $ 239 $ 183 Financing cash outflows related to finance leases $ 50 $ 40 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,153 $ 153,777 Operating Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 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 2023 $ 8,972 2024 35,818 2025 35,119 2026 35,073 2027 35,618 Thereafter 202,020 Total undiscounted operating lease payments 352,620 Less: interest 121,472 Present value of operating lease liabilities $ 231,148 Finance Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands): Year Amount 2023 $ 13 2024 76 2025 32 2026 — 2027 — Thereafter — Total undiscounted finance lease payments 121 Less: interest 8 Present value of finance lease liabilities $ 113 |
Lessor, Operating Leases | 15. Leases Lessor We have operating leases with tenants that expire at various dates through 2050. For the three months ended September 30, 2023 and 2022, we recognized $45,582,000 and $50,041,000, respectively, of revenues related to operating lease payments, of which $9,800,000 and $9,522,000, respectively, was for variable lease payments. For the nine months ended September 30, 2023 and 2022, we recognized $137,101,000 and $150,860,000, respectively, of revenues related to operating lease payments, of which $29,551,000 and $29,598,000, respectively, was for variable lease payments. As of September 30, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands): Year Amount 2023 $ 34,625 2024 132,971 2025 120,998 2026 110,939 2027 105,771 Thereafter 534,266 Total $ 1,039,570 Lessee We lease certain land, buildings, furniture, fixtures, campus and 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. 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. The components of lease costs were as follows (in thousands): Three Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 11,049 $ 9,322 Finance lease cost: Amortization of leased assets Depreciation and amortization 334 310 Interest on lease liabilities Interest expense 82 43 Sublease income Resident fees and services revenue or other income (97) (156) Total lease cost $ 11,368 $ 9,519 Nine Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 34,445 $ 21,086 Finance lease cost: Amortization of leased assets Depreciation and amortization 934 939 Interest on lease liabilities Interest expense 239 183 Sublease income Resident fees and services revenue or other income (425) (538) Total lease cost $ 35,193 $ 21,670 ___________ (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 September 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 12.3 12.8 Finance leases 1.7 2.3 Weighted average discount rate: Operating leases 5.76 % 5.69 % Finance leases 7.76 % 7.66 % Nine Months Ended September 30, Supplemental Disclosure of Cash Flows Information 2023 2022 Operating cash outflows related to finance leases $ 239 $ 183 Financing cash outflows related to finance leases $ 50 $ 40 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,153 $ 153,777 Operating Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 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 2023 $ 8,972 2024 35,818 2025 35,119 2026 35,073 2027 35,618 Thereafter 202,020 Total undiscounted operating lease payments 352,620 Less: interest 121,472 Present value of operating lease liabilities $ 231,148 Finance Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands): Year Amount 2023 $ 13 2024 76 2025 32 2026 — 2027 — Thereafter — Total undiscounted finance lease payments 121 Less: interest 8 Present value of finance lease liabilities $ 113 |
Lessee, Operating Leases | 15. Leases Lessor We have operating leases with tenants that expire at various dates through 2050. For the three months ended September 30, 2023 and 2022, we recognized $45,582,000 and $50,041,000, respectively, of revenues related to operating lease payments, of which $9,800,000 and $9,522,000, respectively, was for variable lease payments. For the nine months ended September 30, 2023 and 2022, we recognized $137,101,000 and $150,860,000, respectively, of revenues related to operating lease payments, of which $29,551,000 and $29,598,000, respectively, was for variable lease payments. As of September 30, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands): Year Amount 2023 $ 34,625 2024 132,971 2025 120,998 2026 110,939 2027 105,771 Thereafter 534,266 Total $ 1,039,570 Lessee We lease certain land, buildings, furniture, fixtures, campus and 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. 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. The components of lease costs were as follows (in thousands): Three Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 11,049 $ 9,322 Finance lease cost: Amortization of leased assets Depreciation and amortization 334 310 Interest on lease liabilities Interest expense 82 43 Sublease income Resident fees and services revenue or other income (97) (156) Total lease cost $ 11,368 $ 9,519 Nine Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 34,445 $ 21,086 Finance lease cost: Amortization of leased assets Depreciation and amortization 934 939 Interest on lease liabilities Interest expense 239 183 Sublease income Resident fees and services revenue or other income (425) (538) Total lease cost $ 35,193 $ 21,670 ___________ (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 September 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 12.3 12.8 Finance leases 1.7 2.3 Weighted average discount rate: Operating leases 5.76 % 5.69 % Finance leases 7.76 % 7.66 % Nine Months Ended September 30, Supplemental Disclosure of Cash Flows Information 2023 2022 Operating cash outflows related to finance leases $ 239 $ 183 Financing cash outflows related to finance leases $ 50 $ 40 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,153 $ 153,777 Operating Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 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 2023 $ 8,972 2024 35,818 2025 35,119 2026 35,073 2027 35,618 Thereafter 202,020 Total undiscounted operating lease payments 352,620 Less: interest 121,472 Present value of operating lease liabilities $ 231,148 Finance Leases As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands): Year Amount 2023 $ 13 2024 76 2025 32 2026 — 2027 — Thereafter — Total undiscounted finance lease payments 121 Less: interest 8 Present value of finance lease liabilities $ 113 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. Segment Reporting As of September 30, 2023, we evaluated our business and made resource allocations based on six reportable business segments: integrated senior health campuses, MOBs, SHOP, SNFs, senior housing — leased and hospitals. Our MOBs are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our integrated senior health campuses 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 senior housing — leased and skilled nursing facilities are single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our senior housing — leased segment includes our debt security investment. Our hospital investments are similarly structured to our leased skilled nursing and senior housing facilities. Our SHOP segment includes senior housing facilities, which may provide assisted living care, independent living, memory care or skilled nursing services, that are owned and operated utilizing a RIDEA structure. While we believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement, we evaluate our segments’ performance based upon segment net operating income or loss, or NOI. We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, income or loss from unconsolidated entities, impairment of goodwill, foreign currency gain or loss, gain on re-measurement of previously held equity interests, other income and income tax benefit or expense for each segment. We believe that segment NOI serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. 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, other receivables, deferred financing costs and other assets not attributable to individual properties. Summary information for the reportable segments during the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Integrated SHOP MOBs Senior SNFs Hospitals Three Months Ended September 30, 2023 Revenues and grant income: Resident fees and services $ 372,291 $ 43,915 $ — $ — $ — $ — $ 416,206 Real estate revenue — — 35,688 2,684 6,175 2,423 46,970 Grant income 1,064 — — — — — 1,064 Total revenues and grant income 373,355 43,915 35,688 2,684 6,175 2,423 464,240 Expenses: Property operating expenses 335,563 39,040 — — — — 374,603 Rental expenses — — 13,690 446 352 86 14,574 Segment net operating income $ 37,792 $ 4,875 $ 21,998 $ 2,238 $ 5,823 $ 2,337 $ 75,063 Expenses: General and administrative $ 11,342 Business acquisition expenses 1,024 Depreciation and amortization 49,273 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (42,005) Gain in fair value of derivative financial instruments 3,402 Gain on dispositions of real estate investments, net 31,981 Impairment of real estate investments (12,510) Loss from unconsolidated entities (505) Foreign currency loss (1,704) Other income 1,755 Total net other expense (19,586) Loss before income taxes (6,162) Income tax expense (284) Net loss $ (6,446) Integrated SHOP MOBs Senior SNFs Hospitals Three Months Ended September 30, 2022 Revenues and grant income: Resident fees and services $ 328,751 $ 39,555 $ — $ — $ — $ — $ 368,306 Real estate revenue — — 37,128 5,143 6,633 2,419 51,323 Grant income 5,796 737 — — — — 6,533 Total revenues and grant income 334,547 40,292 37,128 5,143 6,633 2,419 426,162 Expenses: Property operating expenses 299,197 38,290 — — — — 337,487 Rental expenses — — 14,155 160 437 98 14,850 Segment net operating income $ 35,350 $ 2,002 $ 22,973 $ 4,983 $ 6,196 $ 2,321 $ 73,825 Expenses: General and administrative $ 9,626 Business acquisition expenses 231 Depreciation and amortization 40,422 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (27,524) Gain on dispositions of real estate investments 2,113 Impairment of real estate investments (21,851) Loss from unconsolidated entities (344) Gain on re-measurement of previously held equity interest 19,567 Foreign currency loss (3,695) Other income 670 Total net other expense (31,064) Loss before income taxes (7,518) Income tax expense (126) Net loss $ (7,644) Integrated SHOP MOBs Senior SNFs Hospitals Nine Months Ended September 30, 2023 Revenues and grant income: Resident fees and services $ 1,096,917 $ 138,541 $ — $ — $ — $ — $ 1,235,458 Real estate revenue — — 109,811 13,352 10,633 7,338 141,134 Grant income 7,445 — — — — — 7,445 Total revenues and grant income 1,104,362 138,541 109,811 13,352 10,633 7,338 1,384,037 Expenses: Property operating expenses 992,620 124,678 — — — — 1,117,298 Rental expenses — — 42,025 874 1,199 324 44,422 Segment net operating income $ 111,742 $ 13,863 $ 67,786 $ 12,478 $ 9,434 $ 7,014 $ 222,317 Expenses: General and administrative $ 36,169 Business acquisition expenses 2,244 Depreciation and amortization 138,644 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (122,006) Gain in fair value of derivative financial instruments 8,200 Gain on dispositions of real estate investments, net 29,777 Impairment of real estate investments (12,510) Loss from unconsolidated entities (924) Gain on re-measurement of previously held equity interest 726 Foreign currency gain 372 Other income 5,952 Total net other expense (90,413) Loss before income taxes (45,153) Income tax expense (775) Net loss $ (45,928) Integrated SHOP MOBs Senior SNFs Hospitals Nine Months Ended September 30, 2022 Revenues and grant income: Resident fees and services $ 897,345 $ 116,160 $ — $ — $ — $ — $ 1,013,505 Real estate revenue — — 111,798 15,703 19,625 7,245 154,371 Grant income 21,861 855 — — — — 22,716 Total revenues and grant income 919,206 117,015 111,798 15,703 19,625 7,245 1,190,592 Expenses: Property operating expenses 811,281 109,425 — — — — 920,706 Rental expenses — — 42,259 551 1,644 346 44,800 Segment net operating income $ 107,925 $ 7,590 $ 69,539 $ 15,152 $ 17,981 $ 6,899 $ 225,086 Expenses: General and administrative $ 31,673 Business acquisition expenses 2,161 Depreciation and amortization 122,704 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (71,194) Gain in fair value of derivative financial instruments 500 Gain on dispositions of real estate investments, net 2,796 Impairment of real estate investments (39,191) Income from unconsolidated entities 1,680 Gain on re-measurement of previously held equity interest 19,567 Foreign currency loss (8,689) Other income 2,399 Total net other expense (92,132) Loss before income taxes (23,584) Income tax expense (499) Net loss $ (24,083) Total assets by reportable segment as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Integrated senior health campuses $ 2,178,158 $ 2,157,748 MOBs 1,253,406 1,379,502 SHOP 572,960 635,190 Senior housing — leased 240,123 249,576 SNFs 216,507 245,717 Hospitals 105,045 106,067 Other 22,718 12,898 Total assets $ 4,588,917 $ 4,786,698 As of and for the nine months ended September 30, 2023 and 2022, goodwill by reportable segment was as follows (in thousands): Integrated SHOP MOBs Senior SNFs Hospitals Total Balance — December 31, 2022 $ 164,846 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 231,611 Goodwill acquired 3,331 — — — — — 3,331 Balance — September 30, 2023 $ 168,177 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 234,942 Integrated SHOP MOBs Senior SNFs Hospitals Total Balance — December 31, 2021 $ 119,856 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 209,898 Goodwill acquired 44,990 — — — — — 44,990 Balance — September 30, 2022 $ 164,846 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 254,888 See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of goodwill recognized in connection with our business combinations. Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man. Revenues and grant income 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 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues and grant income: United States $ 463,053 $ 425,070 $ 1,380,542 $ 1,187,069 International 1,187 1,092 3,495 3,523 $ 464,240 $ 426,162 $ 1,384,037 $ 1,190,592 The following is a summary of real estate investments, net by geographic regions as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Real estate investments, net: United States $ 3,388,749 $ 3,539,453 International 41,891 42,156 $ 3,430,640 $ 3,581,609 |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2023 | |
Concentration of Credit Risk [Abstract] | |
Concentration of Credit Risk | 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 September 30, 2023 and December 31, 2022, 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. |
Per Share Data
Per Share Data | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Per Share Data | 18. Per Share Data 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. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of $963,000 and $1,497,000 for the three months ended September 30, 2023 and 2022, respectively, and $2,851,000 and $4,485,000 for the nine months ended September 30, 2023 and 2022, respectively. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. TBUs, nonvested shares of our RSAs and limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of September 30, 2023 and 2022, there were 186,868 and 223,064 nonvested shares, respectively, of our RSAs outstanding, but such shares were excluded from the computation of diluted earnings (loss) per share because such shares were anti-dilutive during these periods. As of both September 30, 2023 and 2022, there were 3,501,976 limited partnership units of our operating partnership outstanding, but such units were also excluded from the computation of diluted earnings (loss) per share because such units were anti-dilutive during these periods. As of September 30, 2023 and 2022, there were 159,678 and 19,200 nonvested time-based restricted stock units outstanding, respectively, but such units were excluded from the computation of diluted earnings (loss) per share because such restricted stock units were anti-dilutive during the period. As of September 30, 2023, there were 70,751 nonvested performance-based restricted stock units outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation . Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | 19. Subsequent Event Option to Acquire Minority Joint Venture Partner’s Membership Interest in Trilogy REIT Holdings On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0% minority membership interest in Trilogy REIT Holdings. If we exercise this purchase option, we will own 100% of Trilogy REIT Holdings, which (assuming that there are no changes in the equity capitalization of Trilogy prior to consummation of the purchase) will in turn cause us to indirectly own approximately 97.4% of Trilogy. Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below. If we exercise our purchase option, the all cash purchase price would be $240,500,000 if we consummate the purchase on or before March 31, 2024, would increase to $247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would further increase to $260,000,000 if we consummate the purchase on or after January 1, 2025. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ (5,989) | $ (13,505) | $ (44,044) | $ (33,771) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. Our condensed consolidated financial statements have been and are prepared on the going concern basis of accounting, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2023, the 2019 Trilogy Credit Facility, as defined in Note 8, Lines of Credit and Term Loan, for our consolidated subsidiary of which we indirectly own approximately 74.0%, has an outstanding balance of approximately $367,000,000 and matures in less than 12 months on September 5, 2024. The 2019 Trilogy Credit Facility is secured by 28 of our integrated senior health campuses and is non-recourse to us. We also do not guarantee the 2019 Trilogy Credit Facility for any nonperformance of the principal or interest payments. Management plans to refinance the outstanding balance prior to its maturity. Management also believes that given the current value of these campuses relative to the current outstanding balance of the 2019 Trilogy Credit Facility, it is probable such loan could be refinanced under current lending conditions to extend the maturity date beyond 12 months from the filing date of our accompanying condensed consolidated financial statements. On November 15, 2022 we effected a one-for-four reverse stock split of our common stock and a corresponding reverse split of the OP units, or the Reverse Splits. All numbers of common shares and per share data, as well as the OP units, in our accompanying condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the Reverse Splits. We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control, will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership and as of both September 30, 2023 and December 31, 2022, we owned a 95.0% general partnership interest therein, and the remaining 5.0% limited partnership interest was owned by the NewCo Sellers. |
Interim Unaudited Financial Data | 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 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. |
Use of Estimates | 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 and grant income, 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. |
Resident and Tenant Receivables and Allowances | 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 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 loss. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities As of September 30, 2023 and December 31, 2022, accounts payable and accrued liabilities primarily include insurance reserves of $43,050,000 and $39,893,000, respectively, reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $40,650,000 and $38,624,000, respectively, accrued property taxes of $28,619,000 and $24,926,000, respectively, accrued developments and capital expenditures to unaffiliated third parties of $19,329,000 and $30,211,000, respectively, and accrued distributions to common stockholders of $16,559,000 and $26,484,000, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, 2020-04, Facilitation of the Effects of Reference Rate Reform of Financial Reporting , or ASU 2020-04, which provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria. ASU 2020-04 applies to the aforementioned transactions that reference the London Inter-bank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of the reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , or ASU 2021-01, which clarifies that certain optional expedients and exceptions for contract modification and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , or ASU 2022-06, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. ASU 2020-04, ASU 2021-01 and ASU 2022-06 are effective for fiscal years and interim periods beginning after March 12, 2020 and through the effective date December 31, 2024, as extended by ASU 2022-06. We adopted such accounting pronouncements on January 1, 2023, which has not had a material impact on our consolidated financial statements and disclosures as of September 30, 2023. In July 2023, the FASB issued ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280-General Revision of Regulation S-X: Income or Loss Applicable to Common Stock, or ASU 2023-03. ASU 2023-03 amends the Accounting Standards Codification, or ASC, for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a material impact on our consolidated financial statements and disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805- 60): Recognition and Initial Measurement, or ASU 2023-05. ASU 2023-05 applies to the initial formation of a “joint venture” or a “corporate joint venture” as defined in the accounting literature and requires a joint venture to apply a new basis of accounting by initially measuring and recognizing all contributions received upon its formation at fair value. In particular, a joint venture will measure its total assets and liabilities upon formation as the fair value of the joint venture as a whole, which would equal the fair value of all of the joint venture’s outstanding equity interests. The new guidance does not change the definition of a joint venture, the accounting by the investors for their investments in a joint venture (e.g., equity method accounting) or the accounting by a joint venture for contributions received after its formation. ASU 2023-05 will be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. We do not expect the adoption of ASU 2023-05 on January 1, 2025 to have a material impact to our consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of 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 (in thousands): Three Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Over time $ 305,379 $ 42,752 $ 348,131 $ 265,705 $ 38,740 $ 304,445 Point in time 66,912 1,163 68,075 63,046 815 63,861 Total resident fees and services $ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306 Nine Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Over time $ 902,836 $ 134,965 $ 1,037,801 $ 729,079 $ 113,848 $ 842,927 Point in time 194,081 3,576 197,657 168,266 2,312 170,578 Total resident fees and services $ 1,096,917 $ 138,541 $ 1,235,458 $ 897,345 $ 116,160 $ 1,013,505 The following tables disaggregate our resident fees and services revenue by payor class (in thousands): Three Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Private and other payors $ 177,901 $ 41,296 $ 219,197 $ 151,296 $ 36,228 $ 187,524 Medicare 112,773 974 113,747 112,547 — 112,547 Medicaid 81,617 1,645 83,262 64,908 3,327 68,235 Total resident fees and services $ 372,291 $ 43,915 $ 416,206 $ 328,751 $ 39,555 $ 368,306 Nine Months Ended September 30, 2023 2022 Integrated SHOP(1) Total Integrated SHOP(1) Total Private and other payors $ 512,733 $ 129,674 $ 642,407 $ 420,518 $ 106,897 $ 527,415 Medicare 357,238 1,753 358,991 300,744 — 300,744 Medicaid 226,946 7,114 234,060 176,083 9,263 185,346 Total resident fees and services $ 1,096,917 $ 138,541 $ 1,235,458 $ 897,345 $ 116,160 $ 1,013,505 ___________ (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 patients under reimbursement arrangements with Medicaid, revenue is recorded based on contractually agreed-upon amounts or rates on a per resident, daily basis or as services are rendered. |
Receivables and Deferred Revenue - Resident Fees and Services | 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 Medicare Medicaid Total Beginning balance — January 1, 2023 $ 55,484 $ 45,669 $ 20,832 $ 121,985 Ending balance — September 30, 2023 58,195 46,385 29,975 134,555 Increase $ 2,711 $ 716 $ 9,143 $ 12,570 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, 2023 $ 17,901 Ending balance — September 30, 2023 20,893 Increase $ 2,992 |
Summary of Adjustments to Allowance for Credit Loss | The following is a summary of our adjustments to allowances for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 14,071 $ 12,378 Additional allowances 14,035 16,476 Write-offs (7,011) (9,120) Recoveries collected or adjustments (6,446) (5,451) Ending balance $ 14,649 $ 14,283 |
Real Estate Investments, Net _2
Real Estate Investments, Net and Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Our real estate investments, net consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, Building, improvements and construction in process $ 3,588,614 $ 3,670,361 Land and improvements 335,517 344,359 Furniture, fixtures and equipment 234,311 221,727 4,158,442 4,236,447 Less: accumulated depreciation (727,802) (654,838) $ 3,430,640 $ 3,581,609 |
Schedule of Capital Expenditures Incurred | The following is a summary of our capital expenditures for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Integrated senior health campuses $ 8,806 $ 37,865 MOBs 5,235 16,077 SHOP 5,006 8,935 Senior housing — leased 172 417 SNFs — — Hospitals — — Total $ 19,219 $ 63,294 |
Schedule of Asset Acquisitions, by Acquisition | The following is a summary of our property acquisition for the nine months ended September 30, 2023 (dollars in thousands): Location Date Acquired Contract Mortgage Louisville, KY 02/15/23 $ 11,000 $ 7,700 Location Date Acquired Contract Mortgage Financing Washington, IN 07/13/23 $ 14,200 $ 12,212 $ — Tell City, IN 07/13/23 2,400 1,988 — New Albany, OH 07/13/23 16,283 — 16,283 Total $ 32,883 $ 14,200 $ 16,283 2023 Building and improvements $ 38,517 Land and improvements 4,917 Total assets acquired $ 43,434 |
Schedule of Asset Dispositions | The following is a summary of such dispositions (dollars in thousands): Location Number of Type Date Contract Pinellas Park, FL(1) 1 SHOP 02/01/23 $ 7,730 Olympia Fields, IL 1 MOB 04/10/23 3,750 Auburn, CA 1 MOB 04/26/23 7,050 Pottsville, PA 1 MOB 04/26/23 6,000 New London, CT 1 MOB 05/24/23 4,200 Stratford, CT 1 MOB 05/24/23 4,800 Westbrook, CT 1 MOB 05/24/23 7,250 Lakeland, FL(1) 1 SHOP 06/01/23 7,080 Winter Haven, FL(1) 1 SHOP 06/01/23 17,500 Acworth, GA 3 MOB 06/14/23 8,775 Lithonia, GA 1 MOB 06/14/23 3,445 Stockbridge, GA 1 MOB 06/14/23 2,430 Lake Placid, FL(1) 1 SHOP 06/30/23 5,620 Brooksville, FL(1) 1 SHOP 06/30/23 7,800 Spring Hill, FL(1) 1 SHOP 08/01/23 7,800 Morristown, NJ 1 MOB 08/09/23 62,210 Evendale, OH 1 MOB 08/29/23 11,900 Longview, TX 1 MOB 09/19/23 1,500 Total 20 $ 176,840 ___________ (1) As of September 30, 2023, we had disposed of all of the facilities that comprised the Central Florida Senior Housing Portfolio. See Note 11, Redeemable Noncontrolling Interests, for information about the ownership of the Central Florida Senior Housing Portfolio. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the nine months ended September 30, 2023 and 2022 (in thousands): 2023 2022 Building and improvements $ — $ 80,533 Land — 8,755 In-place leases — 10,330 Goodwill 3,331 44,990 Furniture, fixtures and equipment 39 1,936 Cash and restricted cash 565 9,723 Certificates of need — 3,567 Operating lease right-of-use assets — 153,777 Other assets 66 1,787 Accounts receivable, net — 19,472 Total assets acquired 4,001 334,870 Security deposits and other liabilities (812) (15,994) Mortgage loans payable — (45,300) Accounts payable and accrued liabilities (1,676) (15,060) Operating lease liabilities — (161,121) Financing obligations (12) (65) Total liabilities assumed (2,500) (237,540) Net assets acquired $ 1,501 $ 97,330 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets and Liabilities [Abstract] | |
Schedule of Intangible Assets and Liabilities | Identified intangible assets, net and identified intangible liabilities, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Amortized intangible assets: In-place leases, net of accumulated amortization of $45,275 and $38,930 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.5 years and 7.0 years as of September 30, 2023 and December 31, 2022, respectively) $ 47,766 $ 75,580 Above-market leases, net of accumulated amortization of $6,676 and $6,360 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.7 years and 9.0 years as of September 30, 2023 and December 31, 2022, respectively) 16,667 30,194 Customer relationships, net of accumulated amortization of $897 and $785 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 12.9 years and 13.7 years as of September 30, 2023 and December 31, 2022, respectively) 1,943 2,055 Unamortized intangible assets: Certificates of need 99,721 97,667 Trade names 30,787 30,787 Total identified intangible assets, net $ 196,884 $ 236,283 Amortized intangible liabilities: Below-market leases, net of accumulated amortization of $3,187 and $2,508 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.9 years and 8.4 years as of September 30, 2023 and December 31, 2022, respectively) $ 9,346 $ 10,837 Total identified intangible liabilities, net $ 9,346 $ 10,837 |
Amortization Expense on Identified Intangible Assets and Liabilities | As of September 30, 2023, estimated amortization expense on the identified intangible assets and liabilities for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter was as follows (in thousands): Amortization Expense Year Intangible Intangible 2023 $ 5,459 $ 3,252 2024 11,613 1,072 2025 8,862 956 2026 7,794 840 2027 7,270 825 Thereafter 25,378 2,401 Total $ 66,376 $ 9,346 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets [Abstract] | |
Other Assets, Net | Other assets, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Deferred rent receivables $ 46,944 $ 46,867 Prepaid expenses, deposits, other assets and deferred tax assets, net 33,783 25,866 Inventory — finished goods 21,998 19,775 Investments in unconsolidated entities 20,807 9,580 Lease commissions, net of accumulated amortization of $6,794 and $6,260 as of September 30, 2023 and December 31, 2022, respectively 17,538 19,217 Derivative financial instrument 8,200 — Deferred financing costs, net of accumulated amortization of $8,013 and $5,704 as of September 30, 2023 and December 31, 2022, respectively 3,120 4,334 Lease inducement, net of accumulated amortization of $2,456 and $2,193 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.2 years and 7.9 years as of September 30, 2023 and December 31, 2022, respectively) 2,544 2,807 Total $ 154,934 $ 128,446 |
Mortgage Loans Payable, Net (Ta
Mortgage Loans Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Mortgage Loans Payable, Net [Abstract] | |
Mortgage Loans Payable, Net | Mortgage loans payable, net consisted of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Total fixed-rate debt (71 loans and 68 loans as of September 30, 2023 and December 31, 2022, respectively) $ 908,000 $ 885,892 Total variable-rate debt (13 loans and 11 loans as of September 30, 2023 and December 31, 2022, respectively) 335,358 368,587 Total fixed- and variable-rate debt 1,243,358 1,254,479 Less: deferred financing costs, net (8,996) (8,845) Add: premium 184 237 Less: discount (13,308) (16,024) Mortgage loans payable, net $ 1,221,238 $ 1,229,847 |
Schedule of Activity Related to Mortgage Loans Payable | The following table reflects the changes in the carrying amount of mortgage loans payable, net for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 1,229,847 $ 1,095,594 Additions: Borrowings under mortgage loans payable 85,477 156,120 Assumption of mortgage loans payable due to acquisition of real estate investments, net — 45,300 Amortization of deferred financing costs 1,690 1,701 Amortization of discount/premium on mortgage loans payable, net 2,662 1,879 Deductions: Scheduled principal payments on mortgage loans payable (59,931) (53,317) Early payoff of mortgage loans payable (9,809) (78,437) Payoff of a mortgage loans payable due to disposition of real estate investment (26,856) (8,637) Deferred financing costs (1,842) (1,044) Ending balance $ 1,221,238 $ 1,159,159 |
Principal Payments Due on Mortgage Loans Payable | As of September 30, 2023, the principal payments due on our mortgage loans payable for the three months ending December 31, 2023 and for each of the next four years ending December 31, and thereafter were as follows (in thousands): Year Amount 2023 $ 4,862 2024 310,860 2025 166,186 2026 170,035 2027 35,128 Thereafter 556,287 Total $ 1,243,358 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Financial Instruments | The following table provides information with respect to the derivative financial instruments held by us as of September 30, 2023, which were included in other assets, net in our accompanying condensed consolidated balance sheet (dollars in thousands): Instrument Notional Amount Index Interest Rate Effective Date Maturity Date Fair Value Swap $ 275,000 one month 3.74% 02/01/23 01/19/26 $ 6,125 Swap 275,000 one month 4.41% 08/08/23 01/19/26 2,075 $ 550,000 $ 8,200 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity [Abstract] | |
Redeemable Noncontrolling Interests | The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the nine months ended September 30, 2023 and 2022 (in thousands): Nine Months Ended September 30, 2023 2022 Beginning balance $ 81,598 $ 72,725 Additional redeemable noncontrolling interest — 273 Reclassification from equity 62 62 Distributions (1,083) (2,108) Repurchase of redeemable noncontrolling interests (15,954) — Adjustment to redemption value (4,098) 14,594 Net (loss) income attributable to redeemable noncontrolling interests (564) 323 Ending balance $ 59,961 $ 85,869 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share | The following is a summary of the historical estimated per share NAV: Approval Date by our Board Estimated Per Share NAV 03/24/22 $ 37.16 03/15/23 $ 31.40 |
Schedule of Nonvested RSAs and RSUs | A summary of the status of our nonvested RSAs and RSUs as of September 30, 2023 and December 31, 2022 and the changes for the nine months ended September 30, 2023 is presented below: Number of Weighted Number of Weighted Balance — December 31, 2022 183,240 $ 36.97 48,553 $ 37.16 Granted 26,156 $ 31.83 191,728 $ 31.40 Vested (22,528) $ 37.52 (6,400) (1) $ 37.16 Forfeited — $ — (3,452) $ 31.40 Balance — September 30, 2023 186,868 $ 36.18 230,429 $ 32.45 ___________ (1) Amount includes 2,280 shares of common stock that were withheld from issuance to satisfy employee minimum tax withholding requirements associated with the vesting of RSUs during the nine months ended September 30, 2023. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Quoted Prices in Significant Other Significant Total Assets: Derivative financial instruments $ — $ 8,200 $ — $ 8,200 Total assets at fair value $ — $ 8,200 $ — $ 8,200 |
Fair Value, by Balance Sheet Grouping | The carrying amounts and estimated fair values of such financial instruments as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Carrying Fair Financial Assets: Debt security investment $ 85,922 $ 93,047 $ 83,000 $ 93,230 Financial Liabilities: Mortgage loans payable $ 1,221,238 $ 1,057,769 $ 1,229,847 $ 1,091,667 Lines of credit and term loan $ 1,273,956 $ 1,278,709 $ 1,277,460 $ 1,285,205 ___________ (1) Carrying amount is net of any discount/premium and unamortized deferred financing costs. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Payments to be Received | As of September 30, 2023, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands): Year Amount 2023 $ 34,625 2024 132,971 2025 120,998 2026 110,939 2027 105,771 Thereafter 534,266 Total $ 1,039,570 |
Schedule of Lease Costs | The components of lease costs were as follows (in thousands): Three Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 11,049 $ 9,322 Finance lease cost: Amortization of leased assets Depreciation and amortization 334 310 Interest on lease liabilities Interest expense 82 43 Sublease income Resident fees and services revenue or other income (97) (156) Total lease cost $ 11,368 $ 9,519 Nine Months Ended September 30, Lease Cost Classification 2023 2022 Operating lease cost(1) Property operating expenses, rental expenses or general and administrative expenses $ 34,445 $ 21,086 Finance lease cost: Amortization of leased assets Depreciation and amortization 934 939 Interest on lease liabilities Interest expense 239 183 Sublease income Resident fees and services revenue or other income (425) (538) Total lease cost $ 35,193 $ 21,670 ___________ (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 September 30, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 12.3 12.8 Finance leases 1.7 2.3 Weighted average discount rate: Operating leases 5.76 % 5.69 % Finance leases 7.76 % 7.66 % Nine Months Ended September 30, Supplemental Disclosure of Cash Flows Information 2023 2022 Operating cash outflows related to finance leases $ 239 $ 183 Financing cash outflows related to finance leases $ 50 $ 40 Right-of-use assets obtained in exchange for operating lease liabilities $ 6,153 $ 153,777 |
Schedule of Operating Lease Liabilities | As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 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 2023 $ 8,972 2024 35,818 2025 35,119 2026 35,073 2027 35,618 Thereafter 202,020 Total undiscounted operating lease payments 352,620 Less: interest 121,472 Present value of operating lease liabilities $ 231,148 |
Schedule of Finance Lease Liabilities | As of September 30, 2023, the following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments for the three months ending December 31, 2023 and for each of the next four years ending December 31 and thereafter, as well as a reconciliation of those cash flows to finance lease liabilities (in thousands): Year Amount 2023 $ 13 2024 76 2025 32 2026 — 2027 — Thereafter — Total undiscounted finance lease payments 121 Less: interest 8 Present value of finance lease liabilities $ 113 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information for the reportable segments during the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Integrated SHOP MOBs Senior SNFs Hospitals Three Months Ended September 30, 2023 Revenues and grant income: Resident fees and services $ 372,291 $ 43,915 $ — $ — $ — $ — $ 416,206 Real estate revenue — — 35,688 2,684 6,175 2,423 46,970 Grant income 1,064 — — — — — 1,064 Total revenues and grant income 373,355 43,915 35,688 2,684 6,175 2,423 464,240 Expenses: Property operating expenses 335,563 39,040 — — — — 374,603 Rental expenses — — 13,690 446 352 86 14,574 Segment net operating income $ 37,792 $ 4,875 $ 21,998 $ 2,238 $ 5,823 $ 2,337 $ 75,063 Expenses: General and administrative $ 11,342 Business acquisition expenses 1,024 Depreciation and amortization 49,273 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (42,005) Gain in fair value of derivative financial instruments 3,402 Gain on dispositions of real estate investments, net 31,981 Impairment of real estate investments (12,510) Loss from unconsolidated entities (505) Foreign currency loss (1,704) Other income 1,755 Total net other expense (19,586) Loss before income taxes (6,162) Income tax expense (284) Net loss $ (6,446) Integrated SHOP MOBs Senior SNFs Hospitals Three Months Ended September 30, 2022 Revenues and grant income: Resident fees and services $ 328,751 $ 39,555 $ — $ — $ — $ — $ 368,306 Real estate revenue — — 37,128 5,143 6,633 2,419 51,323 Grant income 5,796 737 — — — — 6,533 Total revenues and grant income 334,547 40,292 37,128 5,143 6,633 2,419 426,162 Expenses: Property operating expenses 299,197 38,290 — — — — 337,487 Rental expenses — — 14,155 160 437 98 14,850 Segment net operating income $ 35,350 $ 2,002 $ 22,973 $ 4,983 $ 6,196 $ 2,321 $ 73,825 Expenses: General and administrative $ 9,626 Business acquisition expenses 231 Depreciation and amortization 40,422 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (27,524) Gain on dispositions of real estate investments 2,113 Impairment of real estate investments (21,851) Loss from unconsolidated entities (344) Gain on re-measurement of previously held equity interest 19,567 Foreign currency loss (3,695) Other income 670 Total net other expense (31,064) Loss before income taxes (7,518) Income tax expense (126) Net loss $ (7,644) Integrated SHOP MOBs Senior SNFs Hospitals Nine Months Ended September 30, 2023 Revenues and grant income: Resident fees and services $ 1,096,917 $ 138,541 $ — $ — $ — $ — $ 1,235,458 Real estate revenue — — 109,811 13,352 10,633 7,338 141,134 Grant income 7,445 — — — — — 7,445 Total revenues and grant income 1,104,362 138,541 109,811 13,352 10,633 7,338 1,384,037 Expenses: Property operating expenses 992,620 124,678 — — — — 1,117,298 Rental expenses — — 42,025 874 1,199 324 44,422 Segment net operating income $ 111,742 $ 13,863 $ 67,786 $ 12,478 $ 9,434 $ 7,014 $ 222,317 Expenses: General and administrative $ 36,169 Business acquisition expenses 2,244 Depreciation and amortization 138,644 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (122,006) Gain in fair value of derivative financial instruments 8,200 Gain on dispositions of real estate investments, net 29,777 Impairment of real estate investments (12,510) Loss from unconsolidated entities (924) Gain on re-measurement of previously held equity interest 726 Foreign currency gain 372 Other income 5,952 Total net other expense (90,413) Loss before income taxes (45,153) Income tax expense (775) Net loss $ (45,928) Integrated SHOP MOBs Senior SNFs Hospitals Nine Months Ended September 30, 2022 Revenues and grant income: Resident fees and services $ 897,345 $ 116,160 $ — $ — $ — $ — $ 1,013,505 Real estate revenue — — 111,798 15,703 19,625 7,245 154,371 Grant income 21,861 855 — — — — 22,716 Total revenues and grant income 919,206 117,015 111,798 15,703 19,625 7,245 1,190,592 Expenses: Property operating expenses 811,281 109,425 — — — — 920,706 Rental expenses — — 42,259 551 1,644 346 44,800 Segment net operating income $ 107,925 $ 7,590 $ 69,539 $ 15,152 $ 17,981 $ 6,899 $ 225,086 Expenses: General and administrative $ 31,673 Business acquisition expenses 2,161 Depreciation and amortization 122,704 Other income (expense): Interest expense: Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments) (71,194) Gain in fair value of derivative financial instruments 500 Gain on dispositions of real estate investments, net 2,796 Impairment of real estate investments (39,191) Income from unconsolidated entities 1,680 Gain on re-measurement of previously held equity interest 19,567 Foreign currency loss (8,689) Other income 2,399 Total net other expense (92,132) Loss before income taxes (23,584) Income tax expense (499) Net loss $ (24,083) |
Assets by Reportable Segment | Total assets by reportable segment as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Integrated senior health campuses $ 2,178,158 $ 2,157,748 MOBs 1,253,406 1,379,502 SHOP 572,960 635,190 Senior housing — leased 240,123 249,576 SNFs 216,507 245,717 Hospitals 105,045 106,067 Other 22,718 12,898 Total assets $ 4,588,917 $ 4,786,698 |
Revenues and Grant Income and Real Estate Investments by Geographical Areas | The following is a summary of geographic information for our operations for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues and grant income: United States $ 463,053 $ 425,070 $ 1,380,542 $ 1,187,069 International 1,187 1,092 3,495 3,523 $ 464,240 $ 426,162 $ 1,384,037 $ 1,190,592 The following is a summary of real estate investments, net by geographic regions as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Real estate investments, net: United States $ 3,388,749 $ 3,539,453 International 41,891 42,156 $ 3,430,640 $ 3,581,609 |
Schedule of Goodwill | As of and for the nine months ended September 30, 2023 and 2022, goodwill by reportable segment was as follows (in thousands): Integrated SHOP MOBs Senior SNFs Hospitals Total Balance — December 31, 2022 $ 164,846 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 231,611 Goodwill acquired 3,331 — — — — — 3,331 Balance — September 30, 2023 $ 168,177 $ — $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 234,942 Integrated SHOP MOBs Senior SNFs Hospitals Total Balance — December 31, 2021 $ 119,856 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 209,898 Goodwill acquired 44,990 — — — — — 44,990 Balance — September 30, 2022 $ 164,846 $ 23,277 $ 47,812 $ 5,924 $ 8,640 $ 4,389 $ 254,888 |
Organization and Description _2
Organization and Description of Business (Details) | 9 Months Ended | 115 Months Ended | 129 Months Ended | ||
Sep. 30, 2023 ft² segment campus shares | Dec. 31, 2022 shares | Sep. 30, 2023 ft² campus segment shares | Sep. 30, 2023 USD ($) ft² campus shares | Sep. 30, 2023 USD ($) ft² campus shares | |
Schedule of Capitalization, Equity [Line Items] | |||||
Number of reportable segments | segment | 6 | 6 | |||
Number Of Buildings And Integrated Senior Health Campuses Owned And/Or Operated | campus | 298 | 298 | 298 | 298 | |
GLA (Sq Ft) | ft² | 18,875,000 | 18,875,000 | 18,875,000 | 18,875,000 | |
Acquisition aggregate cost of acquired properties purchase price, net of dispositions | $ | $ 4,485,940,000 | ||||
Acquisition aggregated cost of acquired real estate related investment purchase price | $ | $ 60,429,000 | ||||
General Partnership | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Percentage of ownership in operating partnership | 95% | 95% | |||
NewCo Sellers | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Percentage of limited partnership interest | 5% | 5% | |||
Common Class I | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Common stock, shares issued | shares | 46,673,320 | 46,675,367 | 46,673,320 | 46,673,320 | 46,673,320 |
Common Class T | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Common stock, shares issued | shares | 19,562,539 | 19,535,095 | 19,562,539 | 19,562,539 | 19,562,539 |
Common Stock | |||||
Schedule of Capitalization, Equity [Line Items] | |||||
Common stock, shares issued | shares | 65,445,557 | 65,445,557 | 65,445,557 | 65,445,557 | |
Proceeds from Issuance or Sale of Equity | $ | $ 2,737,716,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | Sep. 30, 2023 USD ($) campus | Dec. 31, 2022 USD ($) | Nov. 15, 2022 | Sep. 30, 2022 USD ($) | |
Accounting Policies [Line Items] | |||||
Lines of credit and term loan | [1] | $ 1,277,076 | $ 1,281,794 | ||
Payroll related costs to the managers of our SHOP and integrated senior health campuses | 40,650 | 38,624 | |||
Insurance reserves | 43,050 | 39,893 | |||
Accrued property taxes | 28,619 | 24,926 | |||
Accrued developments and capital expenditures | 19,329 | 30,211 | |||
Distributions declared but not paid to common stockholders | 16,559 | 26,484 | $ 26,417 | ||
Revolving Credit Facility | 2019 Trilogy Credit Facility | |||||
Accounting Policies [Line Items] | |||||
Lines of credit and term loan | $ 367,000 | $ 316,734 | |||
Secured debt, number of campuses | campus | 28 | ||||
Common Stock | |||||
Accounting Policies [Line Items] | |||||
Stock split ratio | 0.25 | ||||
Operating Partnership Units | |||||
Accounting Policies [Line Items] | |||||
Stock split ratio | 0.25 | ||||
General Partnership | |||||
Accounting Policies [Line Items] | |||||
Percentage of ownership in operating partnership | 95% | 95% | |||
NewCo Sellers | |||||
Accounting Policies [Line Items] | |||||
Percentage of limited partnership interest | 5% | 5% | |||
Trilogy Investors, LLC | |||||
Accounting Policies [Line Items] | |||||
Ownership percentage in subsidiary | 74% | ||||
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | $ 416,206 | $ 368,306 | $ 1,235,458 | $ 1,013,505 |
Integrated Senior Health Campuses | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 372,291 | 328,751 | 1,096,917 | 897,345 |
SHOP | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 43,915 | 39,555 | 138,541 | 116,160 |
Resident Fees and Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 416,206 | 368,306 | 1,235,458 | 1,013,505 |
Resident Fees and Services [Member] | Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 348,131 | 304,445 | 1,037,801 | 842,927 |
Resident Fees and Services [Member] | Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 68,075 | 63,861 | 197,657 | 170,578 |
Resident Fees and Services [Member] | Private and Other Payors [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 219,197 | 187,524 | 642,407 | 527,415 |
Resident Fees and Services [Member] | Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 113,747 | 112,547 | 358,991 | 300,744 |
Resident Fees and Services [Member] | Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 83,262 | 68,235 | 234,060 | 185,346 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 372,291 | 328,751 | 1,096,917 | 897,345 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 305,379 | 265,705 | 902,836 | 729,079 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 66,912 | 63,046 | 194,081 | 168,266 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | Private and Other Payors [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 177,901 | 151,296 | 512,733 | 420,518 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 112,773 | 112,547 | 357,238 | 300,744 |
Resident Fees and Services [Member] | Integrated Senior Health Campuses | Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 81,617 | 64,908 | 226,946 | 176,083 |
Resident Fees and Services [Member] | SHOP | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 43,915 | 39,555 | 138,541 | 116,160 |
Resident Fees and Services [Member] | SHOP | Over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 42,752 | 38,740 | 134,965 | 113,848 |
Resident Fees and Services [Member] | SHOP | Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 1,163 | 815 | 3,576 | 2,312 |
Resident Fees and Services [Member] | SHOP | Private and Other Payors [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 41,296 | 36,228 | 129,674 | 106,897 |
Resident Fees and Services [Member] | SHOP | Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | 974 | 0 | 1,753 | 0 |
Resident Fees and Services [Member] | SHOP | Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | $ 1,645 | $ 3,327 | $ 7,114 | $ 9,263 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable and Deferred Revenue (Details) - Resident Fees and Services [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | $ 134,555 | $ 121,985 |
Increase | 12,570 | |
Deferred Revenue - Resident fees and Services | ||
Deferred Revenue | 20,893 | 17,901 |
Increase | 2,992 | |
Private and Other Payors [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 58,195 | 55,484 |
Increase | 2,711 | |
Medicare [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 46,385 | 45,669 |
Increase | 716 | |
Medicaid [Member] | ||
Accounts Receivable, Net - Resident Fees and Services | ||
Accounts Receivable, Net - Resident Fees and Services | 29,975 | $ 20,832 |
Increase | $ 9,143 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 14,071 | $ 12,378 |
Additional allowances | 14,035 | 16,476 |
Write-offs | (7,011) | (9,120) |
Recoveries collected or adjustments | (6,446) | (5,451) |
Ending balance | $ 14,649 | $ 14,283 |
Real Estate Investments, Net _3
Real Estate Investments, Net and Business Combinations - Investments in Consolidated Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 4,158,442 | $ 4,236,447 |
Less: accumulated depreciation | (727,802) | (654,838) |
Real estate investments, net | 3,430,640 | 3,581,609 |
Building, improvements and construction in process | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 3,588,614 | 3,670,361 |
Land and Land Improvements | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | 335,517 | 344,359 |
Furniture, fixtures and equipment | ||
Real Estate Properties [Line Items] | ||
Real estate investment, at cost | $ 234,311 | $ 221,727 |
Real Estate Investments, Net _4
Real Estate Investments, Net and Business Combinations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||||||||
Feb. 15, 2023 USD ($) | Aug. 01, 2022 USD ($) campus | Jan. 03, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / unit facility campus | Dec. 31, 2022 facility | Sep. 30, 2022 USD ($) facility | Sep. 30, 2023 USD ($) $ / unit campus facility realEstate | Sep. 30, 2022 USD ($) facility | Feb. 14, 2023 | Jul. 31, 2022 | Apr. 01, 2022 USD ($) | Mar. 31, 2022 | |
Real Estate Properties [Line Items] | ||||||||||||
Depreciation | $ 36,929,000 | $ 35,327,000 | $ 109,967,000 | $ 104,077,000 | ||||||||
Number of real estate investments disposed of | 20 | |||||||||||
Gain on dispositions of real estate investments, net | $ 31,981,000 | $ 2,113,000 | $ 29,777,000 | $ 2,796,000 | ||||||||
Number of SHOP impaired | facility | 2 | 5 | 2 | 8 | ||||||||
Number of SHOP reclassified to properties held for sale | campus | 1 | 1 | ||||||||||
Impairment of real estate investments | $ 12,510,000 | $ 21,851,000 | $ 12,510,000 | $ 39,191,000 | ||||||||
Number of impaired facilities, fair value determined by sales price from letters of intent | facility | 1 | |||||||||||
Number of impaired facilities, fair value determined by projected sales price | facility | 1 | |||||||||||
Number of impaired facilities, fair value determined by projected sales price | facility | 7 | |||||||||||
Gain on re-measurement of previously held equity interests | $ 0 | 19,567,000 | $ 726,000 | $ 19,567,000 | ||||||||
Minimum | Measurement Input, Appraised Value | Price Per Unit Analysis | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Measurement inputs | $ / unit | 190,000 | 190,000 | ||||||||||
Minimum | Measurement Input, Appraised Value | Price Per Square Foot Analysis | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Measurement inputs | $ / unit | 250 | 250 | ||||||||||
Maximum | Measurement Input, Appraised Value | Price Per Unit Analysis | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Measurement inputs | $ / unit | 200,000 | 200,000 | ||||||||||
Maximum | Measurement Input, Appraised Value | Price Per Square Foot Analysis | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Measurement inputs | $ / unit | 260 | 260 | ||||||||||
RHS | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of senior health campuses owns | campus | 16 | |||||||||||
Memory Care Partners, LLC | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Equity interest in acquiree, percentage | 60% | 40% | ||||||||||
Total purchase consideration | $ 900,000 | |||||||||||
Percentage of interests acquired | 100% | |||||||||||
Gain on re-measurement of previously held equity interests | $ 726,000 | |||||||||||
Two Thousand Twenty Two Acquisitions | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Total purchase consideration | $ 27,790,000 | |||||||||||
January 3, 2022 Acquisition | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Mortgage Loan Payable | $ 20,800,000 | |||||||||||
April 1, 2022 Acquisition | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Equity interest in acquiree, percentage | 50% | 50% | ||||||||||
Acquisition-related costs | $ 938,000 | |||||||||||
RHS | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Equity interest in acquiree, percentage | 100% | 50% | ||||||||||
Total purchase consideration | $ 36,661,000 | |||||||||||
Percentage of interests acquired | 50% | |||||||||||
Gain on re-measurement of previously held equity interests | $ 19,567,000 | |||||||||||
SHOP | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of real estate investments disposed of | facility | 3 | 5 | ||||||||||
SHOP | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Carrying value after impairment | $ 15,977,000 | 63,154,000 | $ 15,977,000 | 63,154,000 | ||||||||
SHOP | SHOP | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Carrying value after impairment | 3,477,000 | 3,477,000 | ||||||||||
SHOP | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Impairment of real estate investments | $ 12,510,000 | $ 21,851,000 | $ 12,510,000 | $ 39,191,000 | ||||||||
SHOP | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of real estate investments disposed of | campus | 6 | |||||||||||
MOBs | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Number of real estate investments disposed of | campus | 14 | |||||||||||
SHOP and MOBs | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Gain on dispositions of real estate investments, net | $ 30,022,000 | |||||||||||
Two Thousand Twenty Three Acquisitions | ||||||||||||
Real Estate Properties [Line Items] | ||||||||||||
Total purchase consideration | $ 660,000 | |||||||||||
Number of integrated senior health campuses acquired | campus | 1 | |||||||||||
Number of previously leased real estate investments acquired | realEstate | 3 |
Real Estate Investments, Net _5
Real Estate Investments, Net and Business Combinations - Summary of Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | $ 19,219 | $ 63,294 |
Integrated Senior Health Campuses | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 8,806 | 37,865 |
MOBs | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 5,235 | 16,077 |
SHOP | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 5,006 | 8,935 |
Senior Housing — Leased | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 172 | 417 |
SNFs | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | 0 | 0 |
Hospitals | ||
Real Estate Properties [Line Items] | ||
Capital expenditures incurred | $ 0 | $ 0 |
Real Estate Investments, Net of
Real Estate Investments, Net of Business Combinations - Acquisitions of Real Estate Investments and Previously Leased Real Estate Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Jul. 13, 2023 | Feb. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Real Estate Properties [Line Items] | |||||
Operating lease right-of-use assets, net | $ 233,955 | $ 276,342 | |||
Operating lease liabilities | [1] | 231,148 | $ 273,075 | ||
Two Thousand Twenty Three Acquisitions | |||||
Real Estate Properties [Line Items] | |||||
Contract Purchase Price | 660 | ||||
Operating lease right-of-use assets, net | 28,623 | ||||
Operating lease liabilities | 30,498 | ||||
Building and improvements | 38,517 | ||||
Land and improvements | 4,917 | ||||
Total assets acquired | $ 43,434 | ||||
Two Thousand Twenty Three Acquisitions | Louisville, KY | |||||
Real Estate Properties [Line Items] | |||||
Contract Purchase Price | $ 11,000 | ||||
Mortgage Loan Payable | $ 7,700 | ||||
Two Thousand Twenty Three Acquisitions | Washington, IN | |||||
Real Estate Properties [Line Items] | |||||
Contract Purchase Price | $ 14,200 | ||||
Mortgage Loan Payable | 12,212 | ||||
Financing Obligation | 0 | ||||
Two Thousand Twenty Three Acquisitions | Tell City, IN | |||||
Real Estate Properties [Line Items] | |||||
Contract Purchase Price | 2,400 | ||||
Mortgage Loan Payable | 1,988 | ||||
Financing Obligation | 0 | ||||
Two Thousand Twenty Three Acquisitions | New Albany, OH | |||||
Real Estate Properties [Line Items] | |||||
Contract Purchase Price | 16,283 | ||||
Mortgage Loan Payable | 0 | ||||
Financing Obligation | $ 16,283 | ||||
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Real Estate Investments, Net _6
Real Estate Investments, Net and Business Combinations - Schedule of Dispositions of Real Estate (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Real Estate Properties [Line Items] | |
Number of Buildings | 20 |
Contract Sales Price | $ 176,840,000 |
Pinellas Park | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,730,000 |
Olympia Fields, IL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 3,750,000 |
Auburn, CA | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,050,000 |
Pottsville, PA | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 6,000,000 |
New London, CT | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 4,200,000 |
Stratford, CT | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 4,800,000 |
Westbrook, CT | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,250,000 |
Lakeland, FL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,080,000 |
Winter Haven, FL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 17,500,000 |
Acworth, GA | |
Real Estate Properties [Line Items] | |
Number of Buildings | 3 |
Contract Sales Price | $ 8,775,000 |
Lithonia, GA | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 3,445,000 |
Stockbridge, GA | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 2,430,000 |
Lake Placid, FL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 5,620,000 |
Brooksville, FL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,800,000 |
Spring Hill, FL | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 7,800,000 |
Morristown, NJ | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 62,210,000 |
Evendale, OH | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 11,900,000 |
Longview, TX | |
Real Estate Properties [Line Items] | |
Number of Buildings | 1 |
Contract Sales Price | $ 1,500,000 |
Real Estate Investments, Net _7
Real Estate Investments, Net and Business Combinations - Schedule of Asset Acquisitions (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisitions [Line Items] | ||||
Goodwill | $ 234,942 | $ 231,611 | $ 254,888 | $ 209,898 |
2023 Acquisitions | ||||
Business Acquisitions [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, In-Place Leases | 0 | |||
Goodwill | 3,331 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | 39 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 565 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Certificates of Need | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-Of-Use Assets | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 66 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 4,001 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Security Deposits | (812) | |||
Mortgage loans payable | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (1,676) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed,, Operating Lease Liabilities | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financing Obligations | (12) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (2,500) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 1,501 | |||
2022 Acquisitions | ||||
Business Acquisitions [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | 80,533 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 8,755 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, In-Place Leases | 10,330 | |||
Goodwill | 44,990 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | 1,936 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 9,723 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Certificates of Need | 3,567 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-Of-Use Assets | 153,777 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,787 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 19,472 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 334,870 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Security Deposits | (15,994) | |||
Mortgage loans payable | (45,300) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (15,060) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed,, Operating Lease Liabilities | (161,121) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financing Obligations | (65) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (237,540) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 97,330 |
Debt Security Investment, Net -
Debt Security Investment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2022 | Oct. 15, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Security Investment, Net | ||||||
Debt security investment, net | $ 83,000 | $ 85,922 | $ 85,922 | |||
Held-to-Maturity, debt securities, unamortized closing costs | $ 767 | 563 | ||||
Accretion on debt security | 1,060 | $ 960 | 3,126 | $ 2,926 | ||
Amortization of closing costs | $ 71 | $ 60 | $ 204 | $ 174 | ||
Debt security investment [Member] | ||||||
Debt Security Investment, Net | ||||||
Stated interest rate | 4.24% | |||||
Debt security investment maturity date | Aug. 25, 2025 | |||||
Stated amount after maturity | $ 93,433 | |||||
Yield to maturity interest rate | 10% | |||||
Beneficial ownership interest in mortgage trust | 10% |
Intangibles - Intangible Assets
Intangibles - Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible assets, net | $ 196,884 | $ 236,283 |
Identified intangible liabilities, net | 9,346 | $ 10,837 |
Amortized intangible assets | ||
Amortized intangible assets | $ 66,376 | |
Weighted average remaining life | 7 years 8 months 12 days | 7 years 8 months 12 days |
Amortized intangible liabilities | ||
Identified intangible liabilities, net | $ 9,346 | $ 10,837 |
Below-Market Lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified intangible liabilities, net | 9,346 | 10,837 |
Amortized intangible liabilities | ||
Intangible liabilities accumulated amortization | $ 3,187 | $ 2,508 |
Weighted average remaining life | 7 years 10 months 24 days | 8 years 4 months 24 days |
Certificates Of Need [Member] | ||
Unamortized intangible assets | ||
Unamortized intangible assets | $ 99,721 | $ 97,667 |
Trade Names [Member] | ||
Unamortized intangible assets | ||
Unamortized intangible assets | 30,787 | 30,787 |
In-Place Leases [Member] | ||
Amortized intangible assets | ||
Amortized intangible assets | 47,766 | 75,580 |
Intangible assets accumulated amortization | $ 45,275 | $ 38,930 |
Weighted average remaining life | 7 years 6 months | 7 years |
Customer Relationships [Member] | ||
Amortized intangible assets | ||
Amortized intangible assets | $ 1,943 | $ 2,055 |
Intangible assets accumulated amortization | $ 897 | $ 785 |
Weighted average remaining life | 12 years 10 months 24 days | 13 years 8 months 12 days |
Above-Market Leases [Member] | ||
Amortized intangible assets | ||
Amortized intangible assets | $ 16,667 | $ 30,194 |
Intangible assets accumulated amortization | $ 6,676 | $ 6,360 |
Weighted average remaining life | 7 years 8 months 12 days | 9 years |
Intangibles - Additional Inform
Intangibles - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 15,351 | $ 5,534 | $ 40,133 | $ 19,894 | |
Below-Market Lease [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 470 | 413 | 1,282 | 1,436 | |
Above-Market Leases [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 3,573 | $ 1,113 | $ 13,515 | $ 3,340 | |
Write-Off Of Amortization Of Intangible Assets | $ 8,073 | 2,756 | |||
In-Place Leases [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Write-Off Of Amortization Of Intangible Assets | $ 885 | 5,750 | |||
Below-Market Lease [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Write-Off Of Amortization Of Intangible Assets | $ 112 |
Intangibles - Summary of Amorti
Intangibles - Summary of Amortization Expense on Identified Intangible Assets and Liabilities, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Gross [Abstract] | ||
2023 | $ 5,459 | |
2024 | 11,613 | |
2025 | 8,862 | |
2026 | 7,794 | |
2027 | 7,270 | |
Thereafter | 25,378 | |
Finite-lived intangible assets, gross | 66,376 | |
Finite-Lived Intangible Liabilities, Gross [Abstract] | ||
2023 | 3,252 | |
2024 | 1,072 | |
2025 | 956 | |
2026 | 840 | |
2027 | 825 | |
Thereafter | 2,401 | |
Finite-lived intangible liabilities, gross | $ 9,346 | $ 10,837 |
Other Assets, Net - Other Asset
Other Assets, Net - Other Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Other Assets [Abstract] | ||
Deferred rent receivables | $ 46,867 | $ 46,944 |
Prepaid expenses, deposits, other assets and deferred tax assets, net | 25,866 | 33,783 |
Inventory — finished goods | 19,775 | 21,998 |
Investments in unconsolidated entities | 9,580 | 20,807 |
Lease commissions, net of accumulated amortization of $6,794 and $6,260 as of September 30, 2023 and December 31, 2022, respectively | 19,217 | 17,538 |
Derivative financial instrument | 0 | 8,200 |
Deferred financing costs, net of accumulated amortization of $8,013 and $5,704 as of September 30, 2023 and December 31, 2022, respectively | 4,334 | 3,120 |
Lease inducement, net of accumulated amortization of $2,456 and $2,193 as of September 30, 2023 and December 31, 2022, respectively (with a weighted average remaining life of 7.2 years and 7.9 years as of September 30, 2023 and December 31, 2022, respectively) | 2,807 | 2,544 |
Other assets, net | 128,446 | 154,934 |
Accumulated amortization of lease commissions | 6,260 | 6,794 |
Accumulated amortization of deferred financing costs | 5,704 | 8,013 |
Accumulated amortization of lease inducement | $ 2,193 | $ 2,456 |
Lease inducement, weighted average remaining life | 7 years 10 months 24 days | 7 years 2 months 12 days |
Other Assets, Net - Additional
Other Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Assets [Abstract] | ||||
Amortization of deferred lease inducement | $ 87 | $ 87 | $ 263 | $ 263 |
Mortgage Loans Payable, Net - M
Mortgage Loans Payable, Net - Mortgage Loans Payable (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) MortgageLoan | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) MortgageLoan | ||
Debt Instrument: | ||||
Total debt | $ 1,243,358 | $ 1,254,479 | ||
Add: premium | 184 | 237 | ||
Less: discount | (13,308) | $ (16,024) | ||
Borrowings under mortgage loans payable | $ 85,477 | $ 156,120 | ||
Number of fixed-rate mortgage loans payable | MortgageLoan | 71 | 68 | ||
Number of variable-rate mortgage loans payable | MortgageLoan | 13 | 11 | ||
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward] | ||||
Beginning balance | $ 1,229,847 | [1] | 1,095,594 | |
Additions: | ||||
Borrowings under mortgage loans payable | 85,477 | 156,120 | ||
Assumption of mortgage loans payable due to acquisition of real estate investments, net | 0 | 45,300 | ||
Amortization of deferred financing costs | 1,690 | 1,701 | ||
Amortization of discount/premium on mortgage loans payable, net | 2,662 | 1,879 | ||
Deductions: | ||||
Scheduled principal payments on mortgage loans payable | (59,931) | (53,317) | ||
Early payoff of mortgage loans payable | (9,809) | (78,437) | ||
Payoff of a mortgage loans payable due to disposition of real estate investment | (26,856) | (8,637) | ||
Deferred financing costs | (1,842) | (1,044) | ||
Ending balance | 1,221,238 | [1] | $ 1,159,159 | |
Fixed-Rate Debt | ||||
Debt Instrument: | ||||
Total debt | 908,000 | $ 885,892 | ||
Variable-Rate Debt | ||||
Debt Instrument: | ||||
Total debt | 335,358 | 368,587 | ||
Mortgage Loans Payable, Net | ||||
Debt Instrument: | ||||
Deferred financing costs, net | $ (8,996) | $ (8,845) | ||
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Mortgage Loans Payable, Net - A
Mortgage Loans Payable, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) MortgageLoan | Dec. 31, 2022 | |
Mortgage Loans Payable, Net [Line Items] | |||||
Loss on extinguishments of debt | $ (345) | $ (5,038) | |||
Number of debt instruments extinguished | MortgageLoan | 8 | ||||
Secured Debt [Member] | |||||
Mortgage Loans Payable, Net [Line Items] | |||||
Loss on extinguishments of debt | $ (345) | $ 628 | $ (345) | $ 1,877 | |
Mortgage Loans Payable, Net | |||||
Mortgage Loans Payable, Net [Line Items] | |||||
Debt, weighted average interest rate | 4.64% | 4.64% | 4.29% | ||
Minimum | |||||
Mortgage Loans Payable, Net [Line Items] | |||||
Debt, effective interest rate | 2.21% | 2.21% | 2.21% | ||
Maximum | |||||
Mortgage Loans Payable, Net [Line Items] | |||||
Debt, effective interest rate | 8.44% | 8.44% | 7.26% |
Mortgage Loans Payable - Princi
Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Mortgage Loans Payable, Net [Abstract] | ||
2023 | $ 4,862 | |
2024 | 310,860 | |
2025 | 166,186 | |
2026 | 170,035 | |
2027 | 35,128 | |
Thereafter | 556,287 | |
Total debt | $ 1,243,358 | $ 1,254,479 |
Lines of Credit and Term Loan (
Lines of Credit and Term Loan (Details) | 1 Months Ended | 9 Months Ended | ||||||||
Aug. 30, 2023 USD ($) | Jan. 19, 2022 USD ($) Extension | Sep. 05, 2019 Extension | Jan. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 20, 2022 USD ($) | Oct. 01, 2021 USD ($) | ||
Line of Credit Facility [Line Items] | ||||||||||
Write off of debt issuance costs | $ 3,161,000 | |||||||||
Lines of credit and term loan | [1] | $ 1,277,076,000 | $ 1,281,794,000 | |||||||
Loss on extinguishments of debt | 345,000 | $ 5,038,000 | ||||||||
2019 Trilogy Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Extension Fee | $ 600,000 | |||||||||
Debt Instrument, Extension Fee | $ 600,000 | |||||||||
2019 Trilogy Credit Facility | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | |||||||||
Line Of Credit Facility, Potential Extension Term | 12 months | |||||||||
2019 Trilogy Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate | 2.75% | |||||||||
2019 Trilogy Credit Facility | Line of Credit | Base Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate | 1.75% | |||||||||
2019 Trilogy Credit Facility | Line of Credit | Federal Funds Effective Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate | 0.50% | |||||||||
2019 Trilogy Credit Facility | Line of Credit | One-Month SOFR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Variable rate | 1% | |||||||||
2019 Trilogy Credit Facility | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Current borrowing capacity | 400,000,000 | 400,000,000 | ||||||||
Lines of credit and term loan | $ 367,000,000 | $ 316,734,000 | ||||||||
Debt, weighted average interest rate | 8.18% | 7.17% | ||||||||
2019 Trilogy Credit Facility | Revolving Credit Facility | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | $ 360,000,000 | ||||||||
Increase to maximum borrowing capacity | 140,000,000 | |||||||||
Potential maximum borrowing capacity | 500,000,000 | |||||||||
2022 Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of Credit Facility, Number of Business Days | 5 days | |||||||||
2022 Credit Agreement | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Lines of credit and term loan | $ 910,900,000 | $ 965,900,000 | ||||||||
Long-term Debt | $ 910,076,000 | $ 965,060,000 | ||||||||
Debt, weighted average interest rate | 7.07% | 6.07% | ||||||||
2022 Corporate Line of Credit | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,050,000,000 | $ 1,050,000,000 | $ 1,050,000,000 | |||||||
2022 Corporate Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line Of Credit Facility, Number Of Potential Extensions | Extension | 1 | |||||||||
Line Of Credit Facility, Potential Extension Term | 12 months | |||||||||
2022 Corporate Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | |||||||||
2022 Corporate Line of Credit | Term Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 550,000,000 | |||||||||
Increase to maximum borrowing capacity | 700,000,000 | |||||||||
2022 Corporate Line of Credit | Standby Letters of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||||
Real Estate Assets and Ancillary Business Cash Flow [Member] | 2019 Trilogy Credit Facility | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 365,000,000 | 325,000,000 | ||||||||
Eligible Accounts Receivable [Member] | 2019 Trilogy Credit Facility | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||||||||
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - Not Designated as Hedging Instrument - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Notional Amount | $ 550,000,000 | |
Fair Value | $ 8,200,000 | $ 0 |
Swap, 3.74% Interest Rate | ||
Derivative [Line Items] | ||
Instrument | Swap | |
Notional Amount | $ 275,000,000 | |
Index | one month Term SOFR | |
Interest Rate | 3.74% | |
Maturity Date | Jan. 19, 2026 | |
Fair Value | $ 6,125,000 | |
Swap 4.41% Interest Rate | ||
Derivative [Line Items] | ||
Instrument | Swap | |
Notional Amount | $ 275,000,000 | |
Index | one month Term SOFR | |
Interest Rate | 4.41% | |
Maturity Date | Jan. 19, 2026 | |
Fair Value | $ 2,075,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative [Line Items] | |||||
Increase (decease) to interest expense | $ (3,402,000) | $ 0 | $ (8,200,000) | $ (500,000) | |
Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Fair Value | $ 8,200,000 | $ 8,200,000 | $ 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Noncontrolling Interests [Line Items] | |||||||
Ownership interest with redemption features outstanding | 1% | 1% | |||||
Adjustment to redemption value | $ 324 | $ 10,761 | $ (4,098) | $ 14,594 | |||
Payments for Repurchase of Redeemable Noncontrolling Interest | 15,954 | 0 | |||||
Changes in the carrying amount of redeemable noncontrolling interests [Roll Forward] | |||||||
Beginning balance | 81,598 | 72,725 | |||||
Additional redeemable noncontrolling interest | 0 | 273 | |||||
Reclassification from equity | 21 | 20 | 62 | 62 | |||
Distributions | (1,083) | (2,108) | |||||
Repurchase of redeemable noncontrolling interests | (15,954) | 0 | |||||
Adjustment to redemption value | 324 | 10,761 | (4,098) | 14,594 | |||
Net income (loss) attributable to redeemable noncontrolling interest | (78) | 354 | (564) | 323 | |||
Ending balance | $ 59,961 | $ 81,598 | $ 59,961 | $ 85,869 | $ 59,961 | 85,869 | |
Trilogy REIT Holdings, LLC [Member] | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Joint venture ownership interest | 76% | 76% | 76% | 76% | |||
Trilogy Investors, LLC | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Ownership percentage equity interest | 97.40% | 96.20% | 97.40% | 97.40% | |||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 15,954 | 0 | |||||
Changes in the carrying amount of redeemable noncontrolling interests [Roll Forward] | |||||||
Repurchase of redeemable noncontrolling interests | $ (15,954) | $ 0 | |||||
General Partnership | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Percentage of ownership in operating partnership | 95% | 95% | |||||
Trilogy Investors, LLC | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 2.60% | 3.80% | 2.60% | 2.60% | |||
NewCo Sellers | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Percentage of limited partnership interest | 5% | 5% | |||||
Meridan | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Joint Venture Acquired, Percent | 98% | 98% | |||||
Avalon | |||||||
Redeemable Noncontrolling Interests [Line Items] | |||||||
Joint Venture Acquired, Percent | 90% | ||||||
Payments to Acquire Interest in Joint Venture | $ 295 | ||||||
Redeemable Noncontrolling Interest, Percent Of Earnings | 10% | 10% | |||||
Additional Joint Venture Acquired, Percent | 10% |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 115 Months Ended | |||||||||
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 15, 2022 | Dec. 01, 2015 | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares Rate shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Jun. 15, 2023 shares | Jun. 14, 2023 shares | Jan. 06, 2016 USD ($) | |
Class of Stock [Line Items] | ||||||||||||
Number of shares of preferred stock, authorized to be issued | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Par value of preferred stock, authorized to be issued (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | |||||||
Number of shares of common stock, authorized to be issued | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||
Issuance of common stock under the DRIP | $ | $ 3,671 | $ 26,118 | ||||||||||
Repurchase of common stock | $ | 5,650 | $ 165 | 16,233 | |||||||||
Preferred shares subscriptions | $ | $ 125 | |||||||||||
Preferred shares, dividend rate | Rate | 12.50% | |||||||||||
Operating Partnership Units Outstanding Presented in Total Equity, Percent | 4% | 4% | 4% | 4% | 4% | |||||||
Share Repurchase Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchased during the period (in shares) | 0 | 1,681 | ||||||||||
Repurchase of common stock | $ | $ 5,650 | $ 62 | $ 16,233 | |||||||||
Stock acquired average cost per share | $ / shares | $ 36.98 | $ 37.16 | $ 36.98 | |||||||||
Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split ratio | 0.25 | |||||||||||
Common Stock | Two Thousand Fifteen Incentive Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 4,000,000 | 1,000,000 | ||||||||||
Common Class I | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares of common stock, authorized to be issued | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | 800,000,000 | |||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common Class T | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares of common stock, authorized to be issued | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Class T Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Par value of common stock to be offered and sold to the public | $ / shares | $ 0.01 | |||||||||||
Operating Partnership Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split ratio | 0.25 | |||||||||||
Profits Interests [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Profit interests canceled and expired in period | 0 | 0 | ||||||||||
Profit interests exercised in period | 0 | 0 | ||||||||||
Restricted Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted (in shares) | 26,156 | |||||||||||
Profit interests canceled and expired in period | 0 | |||||||||||
Restricted Stock | Two Thousand Fifteen Incentive Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted (in shares) | 315,459 | |||||||||||
Stock based compensation | $ | $ 1,558 | $ 914 | $ 4,173 | $ 2,705 | ||||||||
Restricted Stock | Two Thousand Fifteen Incentive Plan | Minimum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||||
Restricted Stock | Two Thousand Fifteen Incentive Plan | Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted (in shares) | 191,728 | |||||||||||
Profit interests canceled and expired in period | 3,452 | |||||||||||
Restricted Stock Units (RSUs) | Two Thousand Fifteen Incentive Plan | Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Performance Based Unit | Two Thousand Fifteen Incentive Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted (in shares) | 70,751 | |||||||||||
Time Based Unit | Two Thousand Fifteen Incentive Plan | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Granted (in shares) | 169,529 | |||||||||||
2015 DRIP Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock under the DRIP | $ | $ 0 | 3,671 | $ 0 | 26,118 | ||||||||
Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock under the DRIP | $ | $ 1 | $ 7 | ||||||||||
Issuance of common stock under the DRIP, shares | 0 | 98,794 | 0 | 705,169 | ||||||||
Stock repurchased during the period (in shares) | 152,035 | 4,879 | 438,994 | |||||||||
Repurchase of common stock | $ | $ 2 | $ 0 | $ 5 | |||||||||
Trilogy Investors, LLC | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Ownership percentage equity interest | 97.40% | 96.20% | 97.40% | 97.40% | 97.40% | |||||||
Trilogy Joint Venture [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Joint venture ownership interest | 76% | 76% | 76% | 76% | 76% | |||||||
Lakeview IN Medical Plaza [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Joint venture ownership interest | 86% | 86% | 86% | 86% | 86% | |||||||
Net earning of joint venture allocated to noncontrolling interest | 14% | 14% | 14% | 14% | ||||||||
MetSL Property Investor, LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Joint venture ownership interest | 90.60% | 90.60% | 90.60% | 90.60% | 90.60% | |||||||
Net earning of joint venture allocated to noncontrolling interest | 9.40% | 9.40% | 9.40% | 9.40% | ||||||||
Louisiana Senior Housing Portfolio | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Joint Venture Ownership Interest | 90% | 90% | 90% | 90% | 90% | |||||||
Net Earning of Joint Venture Allocated to Noncontrolling Interest | 10% | 10% | 10% | 10% | ||||||||
Trilogy Joint Venture [Member] | Profits Interests [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20% | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||||
Stock based compensation | $ | $ 21 | $ 20 | $ 62 | $ 62 | ||||||||
NorthStar Healthcare Income, Inc. [Member] | Trilogy Joint Venture [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Joint venture ownership interest | 24% | 24% | 24% | 24% | 24% | 24% | 24% | |||||
General Partnership | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of ownership in operating partnership | 95% | 95% | ||||||||||
NewCo Sellers | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of limited partnership interest | 5% | 5% |
Equity - Estimated Per Share NA
Equity - Estimated Per Share NAV (Details) - $ / shares | Mar. 15, 2023 | Mar. 24, 2022 |
Initial DRIP [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Share price | $ 31.40 | $ 37.16 |
Equity - RSAs and RSUs (Details
Equity - RSAs and RSUs (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | |
Number of Nonvested Units, beginning balance (in shares) | 183,240 |
Granted (in shares) | 26,156 |
Vested (in shares) | (22,528) |
Forfeited (in shares) | 0 |
Number of Nonvested Units, ending balance (in shares) | 186,868 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, Weighted Average Grant Date Fair Value, beginning balance (in usd per share) | $ / shares | $ 36.97 |
Granted (in usd per share) | $ / shares | 31.83 |
Vested (in usd per share) | $ / shares | 37.52 |
Forfeited (in usd per share) | $ / shares | 0 |
Nonvested, Weighted Average Grant Date Fair Value, ending balance (in usd per share) | $ / shares | $ 36.18 |
Restricted Stock Units (RSUs) | |
Equity - Status and Changes of Nonvested Shares of Restricted Common Stock [Roll Forward] | |
Number of Nonvested Units, beginning balance (in shares) | 48,553 |
Granted (in shares) | 191,728 |
Vested (in shares) | (6,400) |
Forfeited (in shares) | (3,452) |
Number of Nonvested Units, ending balance (in shares) | 230,429 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, Weighted Average Grant Date Fair Value, beginning balance (in usd per share) | $ / shares | $ 37.16 |
Granted (in usd per share) | $ / shares | 31.40 |
Vested (in usd per share) | $ / shares | 37.16 |
Forfeited (in usd per share) | $ / shares | 31.40 |
Nonvested, Weighted Average Grant Date Fair Value, ending balance (in usd per share) | $ / shares | $ 32.45 |
Shares withheld from issuance to satisfy employee minimum tax withholding requirements (in shares) | 2,280 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] $ in Thousands | Sep. 30, 2023 USD ($) |
Assets: | |
Derivative financial instruments | $ 8,200 |
Total assets at fair value | 8,200 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member] | |
Assets: | |
Derivative financial instruments | 0 |
Total assets at fair value | 0 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Derivative financial instruments | 8,200 |
Total assets at fair value | 8,200 |
Significant Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Derivative financial instruments | 0 |
Total assets at fair value | $ 0 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | ||
Financial Assets: | ||||||
Debt security investment, net | $ 85,922 | $ 83,000 | ||||
Debt security investment, fair value | 93,047 | 93,230 | ||||
Financial Liabilities: | ||||||
Mortgage loans payable, net | 1,221,238 | [1] | 1,229,847 | [1] | $ 1,159,159 | $ 1,095,594 |
Mortgage loans payable, net fair value | 1,057,769 | 1,091,667 | ||||
Lines of credit and term loan, net | 1,273,956 | 1,277,460 | ||||
Lines of credit and term loan, net fair value | $ 1,278,709 | $ 1,285,205 | ||||
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease revenue | $ 45,582 | $ 50,041 | $ 137,101 | $ 150,860 |
Variable lease payments | $ 9,800 | $ 9,522 | $ 29,551 | $ 29,598 |
Leases - Lessor, Future Minimum
Leases - Lessor, Future Minimum Rents Due (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Future Minimum Rent [Abstract] | |
2023 | $ 34,625 |
2024 | 132,971 |
2025 | 120,998 |
2026 | 110,939 |
2027 | 105,771 |
Thereafter | 534,266 |
Total | $ 1,039,570 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 11,049 | $ 9,322 | $ 34,445 | $ 21,086 |
Amortization of leased assets | 334 | 310 | 934 | 939 |
Interest on lease liabilities | 82 | 43 | 239 | 183 |
Sublease income | (97) | (156) | (425) | (538) |
Total lease cost | $ 11,368 | $ 9,519 | $ 35,193 | $ 21,670 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating leases, weighted average remaining lease term | 12 years 3 months 18 days | 12 years 9 months 18 days |
Finance leases, weighted average remaining lease term | 1 year 8 months 12 days | 2 years 3 months 18 days |
Operating leases, weighted average discount rate | 5.76% | 5.69% |
Finance leases, weighted average discount rate | 7.76% | 7.66% |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure of Cash Flows Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating cash outflows related to finance leases | $ 239 | $ 183 |
Financing cash outflows related to finance leases | 50 | 40 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 6,153 | $ 153,777 |
Leases - Future Minimum Rent Pa
Leases - Future Minimum Rent Payments, Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Lessee, Operating Lease, Description [Abstract] | |||
2023 | $ 8,972 | ||
2024 | 35,818 | ||
2025 | 35,119 | ||
2026 | 35,073 | ||
2027 | 35,618 | ||
Thereafter | 202,020 | ||
Total undiscounted operating lease payments | 352,620 | ||
Less: interest | 121,472 | ||
Present value of operating lease liabilities | [1] | $ 231,148 | $ 273,075 |
[1]Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of September 30, 2023 and December 31, 2022. 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 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $910,900 and $965,900 as of September 30, 2023 and December 31, 2022, respectively, which was guaranteed by American Healthcare REIT, Inc. |
Leases - Future Minimum Rent _2
Leases - Future Minimum Rent Payments, Finance Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Lessee, Finance Lease, Description [Abstract] | |
2023 | $ 13 |
2024 | 76 |
2025 | 32 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total undiscounted finance lease payments | 121 |
Less: interest | 8 |
Present value of finance lease liabilities | $ 113 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues and grant income: | ||||||
Resident fees and services | $ 416,206 | $ 368,306 | $ 1,235,458 | $ 1,013,505 | ||
Real estate revenue | 46,970 | 51,323 | 141,134 | 154,371 | ||
Grant income | 1,064 | 6,533 | 7,445 | 22,716 | ||
Total revenues and grant income | 464,240 | 426,162 | 1,384,037 | 1,190,592 | ||
Expenses: | ||||||
Property operating expenses | 374,603 | 337,487 | 1,117,298 | 920,706 | ||
Rental expenses | 14,574 | 14,850 | 44,422 | 44,800 | ||
Segment net operating income (loss) | 75,063 | 73,825 | 222,317 | 225,086 | ||
Operating Expenses | ||||||
General and administrative | 11,342 | 9,626 | 36,169 | 31,673 | ||
Business acquisition expenses | 1,024 | 231 | 2,244 | 2,161 | ||
Depreciation and amortization | 49,273 | 40,422 | 138,644 | 122,704 | ||
Other income (expense): | ||||||
Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments) | (42,005) | (27,524) | (122,006) | (71,194) | ||
Gain in fair value of derivative financial instruments | 3,402 | 0 | 8,200 | 500 | ||
Gain on dispositions of real estate investments, net | 31,981 | 2,113 | 29,777 | 2,796 | ||
Impairment of real estate investments | (12,510) | (21,851) | (12,510) | (39,191) | ||
(Loss) income from unconsolidated entities | (505) | (344) | (924) | 1,680 | ||
Gain on re-measurement of previously held equity interests | 0 | 19,567 | 726 | 19,567 | ||
Foreign currency (loss) gain | (1,704) | (3,695) | 372 | (8,689) | ||
Other income | 1,755 | 670 | 5,952 | 2,399 | ||
Total net other expense | (19,586) | (31,064) | (90,413) | (92,132) | ||
Loss before income taxes | (6,162) | (7,518) | (45,153) | (23,584) | ||
Income tax expense | (284) | (126) | (775) | (499) | ||
Net loss | (6,446) | (7,644) | (45,928) | (24,083) | ||
Assets by Reportable Segment | ||||||
Total assets | 4,588,917 | 4,588,917 | $ 4,786,698 | |||
Goodwill | 234,942 | 254,888 | 234,942 | 254,888 | 231,611 | $ 209,898 |
Segments, Geographical Areas | ||||||
Real estate investments, net | 3,430,640 | 3,430,640 | 3,581,609 | |||
United States [Member] | ||||||
Revenues and grant income: | ||||||
Total revenues and grant income | 463,053 | 425,070 | 1,380,542 | 1,187,069 | ||
Segments, Geographical Areas | ||||||
Real estate investments, net | 3,388,749 | 3,388,749 | 3,539,453 | |||
International [Member] | ||||||
Revenues and grant income: | ||||||
Total revenues and grant income | 1,187 | 1,092 | 3,495 | 3,523 | ||
Segments, Geographical Areas | ||||||
Real estate investments, net | 41,891 | 41,891 | 42,156 | |||
Integrated Senior Health Campuses | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 372,291 | 328,751 | 1,096,917 | 897,345 | ||
Real estate revenue | 0 | 0 | 0 | 0 | ||
Grant income | 1,064 | 5,796 | 7,445 | 21,861 | ||
Total revenues and grant income | 373,355 | 334,547 | 1,104,362 | 919,206 | ||
Expenses: | ||||||
Property operating expenses | 335,563 | 299,197 | 992,620 | 811,281 | ||
Rental expenses | 0 | 0 | 0 | 0 | ||
Segment net operating income (loss) | 37,792 | 35,350 | 111,742 | 107,925 | ||
Assets by Reportable Segment | ||||||
Total assets | 2,178,158 | 2,178,158 | 2,157,748 | |||
Goodwill | 168,177 | 164,846 | 168,177 | 164,846 | 164,846 | 119,856 |
SHOP | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 43,915 | 39,555 | 138,541 | 116,160 | ||
Real estate revenue | 0 | 0 | 0 | 0 | ||
Grant income | 0 | 737 | 0 | 855 | ||
Total revenues and grant income | 43,915 | 40,292 | 138,541 | 117,015 | ||
Expenses: | ||||||
Property operating expenses | 39,040 | 38,290 | 124,678 | 109,425 | ||
Rental expenses | 0 | 0 | 0 | 0 | ||
Segment net operating income (loss) | 4,875 | 2,002 | 13,863 | 7,590 | ||
Other income (expense): | ||||||
Impairment of real estate investments | (12,510) | (21,851) | (12,510) | (39,191) | ||
Assets by Reportable Segment | ||||||
Total assets | 572,960 | 572,960 | 635,190 | |||
Goodwill | 0 | 23,277 | 0 | 23,277 | 0 | 23,277 |
MOBs | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 0 | 0 | 0 | 0 | ||
Real estate revenue | 35,688 | 37,128 | 109,811 | 111,798 | ||
Grant income | 0 | 0 | 0 | 0 | ||
Total revenues and grant income | 35,688 | 37,128 | 109,811 | 111,798 | ||
Expenses: | ||||||
Property operating expenses | 0 | 0 | 0 | 0 | ||
Rental expenses | 13,690 | 14,155 | 42,025 | 42,259 | ||
Segment net operating income (loss) | 21,998 | 22,973 | 67,786 | 69,539 | ||
Assets by Reportable Segment | ||||||
Total assets | 1,253,406 | 1,253,406 | 1,379,502 | |||
Goodwill | 47,812 | 47,812 | 47,812 | 47,812 | 47,812 | 47,812 |
Senior Housing — Leased | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 0 | 0 | 0 | 0 | ||
Real estate revenue | 2,684 | 5,143 | 13,352 | 15,703 | ||
Grant income | 0 | 0 | 0 | 0 | ||
Total revenues and grant income | 2,684 | 5,143 | 13,352 | 15,703 | ||
Expenses: | ||||||
Property operating expenses | 0 | 0 | 0 | 0 | ||
Rental expenses | 446 | 160 | 874 | 551 | ||
Segment net operating income (loss) | 2,238 | 4,983 | 12,478 | 15,152 | ||
Assets by Reportable Segment | ||||||
Total assets | 240,123 | 240,123 | 249,576 | |||
Goodwill | 5,924 | 5,924 | 5,924 | 5,924 | 5,924 | 5,924 |
SNFs | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 0 | 0 | 0 | 0 | ||
Real estate revenue | 6,175 | 6,633 | 10,633 | 19,625 | ||
Grant income | 0 | 0 | 0 | 0 | ||
Total revenues and grant income | 6,175 | 6,633 | 10,633 | 19,625 | ||
Expenses: | ||||||
Property operating expenses | 0 | 0 | 0 | 0 | ||
Rental expenses | 352 | 437 | 1,199 | 1,644 | ||
Segment net operating income (loss) | 5,823 | 6,196 | 9,434 | 17,981 | ||
Assets by Reportable Segment | ||||||
Total assets | 216,507 | 216,507 | 245,717 | |||
Goodwill | 8,640 | 8,640 | 8,640 | 8,640 | 8,640 | 8,640 |
Hospitals | ||||||
Revenues and grant income: | ||||||
Resident fees and services | 0 | 0 | 0 | 0 | ||
Real estate revenue | 2,423 | 2,419 | 7,338 | 7,245 | ||
Grant income | 0 | 0 | 0 | 0 | ||
Total revenues and grant income | 2,423 | 2,419 | 7,338 | 7,245 | ||
Expenses: | ||||||
Property operating expenses | 0 | 0 | 0 | 0 | ||
Rental expenses | 86 | 98 | 324 | 346 | ||
Segment net operating income (loss) | 2,337 | 2,321 | 7,014 | 6,899 | ||
Assets by Reportable Segment | ||||||
Total assets | 105,045 | 105,045 | 106,067 | |||
Goodwill | 4,389 | $ 4,389 | 4,389 | $ 4,389 | 4,389 | $ 4,389 |
Other Segments [Member] | ||||||
Assets by Reportable Segment | ||||||
Total assets | $ 22,718 | $ 22,718 | $ 12,898 |
Segment Reporting - Goodwill (D
Segment Reporting - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | $ 234,942 | $ 254,888 |
Goodwill, acquired during period | 3,331 | 44,990 |
Goodwill, Beginning Balance | 231,611 | 209,898 |
Integrated Senior Health Campuses | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 168,177 | 164,846 |
Goodwill, acquired during period | 3,331 | 44,990 |
Goodwill, Beginning Balance | 164,846 | 119,856 |
SHOP | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 0 | 23,277 |
Goodwill, acquired during period | 0 | 0 |
Goodwill, Beginning Balance | 0 | 23,277 |
MOBs | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 47,812 | 47,812 |
Goodwill, acquired during period | 0 | 0 |
Goodwill, Beginning Balance | 47,812 | 47,812 |
Senior Housing — Leased | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 5,924 | 5,924 |
Goodwill, acquired during period | 0 | 0 |
Goodwill, Beginning Balance | 5,924 | 5,924 |
SNFs | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 8,640 | 8,640 |
Goodwill, acquired during period | 0 | 0 |
Goodwill, Beginning Balance | 8,640 | 8,640 |
Hospitals | ||
Goodwill [Roll Forward] | ||
Goodwill, Ending Balance | 4,389 | 4,389 |
Goodwill, acquired during period | 0 | 0 |
Goodwill, Beginning Balance | $ 4,389 | $ 4,389 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segment | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 6 | 6 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2023 segment tenant State | Sep. 30, 2023 State tenant segment | |
Concentration of Credit Risk | ||
Number of states that generated at least 10% of annualized base rent | State | 2 | 2 |
Minimum percent share of each state annualized base rent that company owned | 10% | 10% |
Number of reportable segments | segment | 6 | 6 |
Number Of Tenants With More Than Ten Percent Of Annual Base Rent | tenant | 0 | 0 |
Minimum percent share of annualized base rent accounted by tenants | 10% | 10% |
Integrated Senior Health Campuses | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 47.60% | 47.60% |
MOBs | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 31.50% | 31.50% |
SHOP | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 7.10% | 7.10% |
SNFs | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 7% | 7% |
Hospitals | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 2.90% | 2.90% |
Senior Housing — Leased | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 3.90% | 3.90% |
Indiana | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 31.30% | 31.30% |
Ohio | ||
Concentration of Credit Risk | ||
Percentage of annual base rent | 12.50% | 12.50% |
Per Share Data (Details)
Per Share Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Participating securities, distributed and undistributed earnings (loss), basic | $ 963 | $ 1,497 | $ 2,851 | $ 4,485 |
Restricted Common Stock [Member] | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 186,868 | 223,064 | ||
Redeemable Limited Partnership Units | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 3,501,976 | 3,501,976 | ||
Restricted Stock Units (RSUs) | Time Based Unit | ||||
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 159,678 | 19,200 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 9 Months Ended | ||||
Jan. 01, 2025 | Nov. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Par value of preferred stock, authorized to be issued (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Preferred shares, dividend rate | 12.50% | |||||
Forecast [Member] | Series A Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Par value of preferred stock, authorized to be issued (in dollars per share) | $ 0.01 | |||||
Preferred shares, dividend rate | 4.75% | |||||
Liquidation preference for preferred stock (in dollars per share) | $ 25 | |||||
Trilogy Joint Venture [Member] | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage in subsidiary | 100% | |||||
Purchase price for additional interest in subsidiary | $ 260,000 | $ 240,500 | $ 247,000 | |||
Trilogy Joint Venture [Member] | Forecast [Member] | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price for additional interest in subsidiary | $ 26,000 | $ 24,050 | $ 24,700 | |||
Trilogy Joint Venture [Member] | Subsequent Event | NHI | ||||||
Subsequent Event [Line Items] | ||||||
Minority interest percentage | 24% | |||||
Trilogy Investors, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Minority interest percentage | 2.60% | 3.80% | ||||
Ownership percentage in subsidiary | 74% | |||||
Trilogy Investors, LLC | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage in subsidiary | 97.40% |