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Business Combinations and Asset Acquisitions (Tables)
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
2023
Acquisition
2022
Acquisitions
Operating lease right-of-use assets$— $153,777 
Building and improvements— 163,166 
Goodwill3,331 44,990 
Land— 20,514 
Accounts receivable, net— 19,472 
In-place leases— 18,834 
Cash and restricted cash565 12,331 
Certificates of need— 3,567 
Furniture, fixtures and equipment39 1,936 
Other assets66 1,798 
Total assets acquired4,001 440,385 
Operating lease liabilities— (161,121)
Mortgage loans payable (including debt discount of $6,066)
— (149,861)
Security deposits and other liabilities(812)(15,994)
Accounts payable and accrued liabilities(1,676)(16,012)
Financing obligations(12)(65)
Total liabilities assumed(2,500)(343,053)
Net assets acquired$1,501 $97,332 
REIT Merger
The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date of GAHR IV, as well as the fair value at the acquisition date of the noncontrolling interests in GAHR IV (in thousands):
Real estate investments$1,126,641
Cash and cash equivalents16,163
Accounts and other receivables, net2,086
Restricted cash986
Identified intangible assets115,824
Operating lease right-of-use assets11,939
Other assets3,938
Total assets1,277,577
Mortgage loans payable (including debt premium of $311)
(18,602)
Lines of credit and term loans(488,900)
Accounts payable and accrued liabilities(21,882)
Accounts payable due to affiliates(324)
Identified intangible liabilities(12,927)
Operating lease liabilities(7,568)
Security deposits, prepaid rent and other liabilities(8,354)
Total liabilities(558,557)
Net identifiable assets acquired719,020
Redeemable noncontrolling interests(2,525)
Noncontrolling interest in total equity(1,528)
Total purchase consideration$714,967
AHI Acquisition
The following table sets forth the allocation of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed recognized at the acquisition date (in thousands):
Cash and cash equivalents$706
Operating lease right-of-use assets3,526
Other assets362
Total assets4,594
Accounts payable and accrued liabilities(3,910)
Operating lease liabilities(3,526)
Total liabilities(7,436)
Net identifiable liabilities assumed(2,842)
Goodwill134,589
Total purchase consideration$131,747
Fair Value of Purchase Consideration
REIT Merger
The fair value of the purchase consideration transferred was calculated as follows (in thousands):
Deemed equity consideration (1)$768,075
Consideration for acquisition of noncontrolling interest (2)(53,300)
Repurchase of GAHR IV Class T common stock192
Total purchase consideration$714,967
________________
(1)Represents the fair value of GAHR III common stock that is deemed to be issued for accounting purposes only. Taking into consideration the impact of the reverse stock split, the fair value of the purchase consideration is calculated based on 22,045,766 shares of common stock deemed to be issued by GAHR III at the fair value per share of $34.84.
(2)Represents the fair value of additional interest acquired in GAHR III’s subsidiary, Trilogy REIT Holdings, LLC, or Trilogy REIT Holdings. The acquisition of additional interest in Trilogy is accounted for separately from the REIT Merger in accordance with ASC Topic 810, Consolidation, or ASC Topic 810. See Note 13, Equity — Noncontrolling Interests in Total Equity, for a discussion of the Trilogy transaction.
AHI Acquisition
The fair value of the purchase consideration transferred was calculated as follows (in thousands):
Equity consideration (1)$131,674
Post-closing cash payment to NewCo Sellers related to net working capital adjustments73
Contingent consideration (2)
Total purchase consideration
$131,747
________________
(1)Taking into consideration the impact of the reverse stock split, the amount represents the estimated fair value of the 3,779,382 Surviving Partnership OP units issued as consideration, with a reference value for purposes thereof of $34.84 per unit. The issuance of Surviving Partnership OP units was accounted for separately from the AHI Acquisition.
(2)Represents the estimated fair value of contingent consideration based on the performance of a possible private investment fund under consideration by AHI. We have no definitive plans to establish the investment fund, and, therefore, the fair value of contingent consideration was estimated to be $0.
Allocation of Goodwill
The table below represents the allocation of goodwill on the acquisition date in connection with the AHI Acquisition to our reporting segments (in thousands):
OM$47,812
Integrated senior health campuses44,547
SHOP23,277
Triple-net leased properties:
Senior housing8,640
Hospitals5,924
SNFs4,389
Total$134,589 
Real Estate Investments, Intangible Assets and Intangible Liabilities
Real estate investments consist of land, building improvements, site improvements, unamortized tenant improvement allowances and unamortized capital improvements. Intangibles assets consist of in-place leases, above-market leases and certificates of need. We amortize purchased real estate investments and intangible assets on a straight-line basis over their respective useful lives. The following tables present the approximate fair value and the weighted-average depreciation and amortization periods of each major type of asset and liability (dollars in thousands):
Real Estate InvestmentsApproximate
Fair Value
Estimated
Useful Lives
(in years)
Land$114,525N/A
Building improvements930,70039
Site improvements33,6447
Unamortized tenant improvement allowances42,4076
Unamortized capital improvements5,36511
Total real estate investments$1,126,641
Intangible AssetsApproximate
Fair Value
Estimated
Useful Lives
(in years)
In-place leases$79,8876
Above-market leases35,60610
Certificates of need331N/A
Total identified intangible assets$115,824
Intangible LiabilitiesApproximate
Fair Value
Estimated
Useful Life
(in years)
Below-market leases$12,92710
Pro Forma Financial Information
The following unaudited pro forma operating information is presented as if the Merger and the AHI Acquisition occurred on January 1, 2020. Such unaudited pro forma information includes a nonrecurring adjustment to present acquisition-related expenses incurred in the year ended December 31, 2021 in the 2020 pro forma results. The pro forma results are not necessarily indicative of the operating results that would have been obtained had the Merger and the AHI Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. Unaudited pro forma revenue, net loss and net loss attributable to controlling interest would have been as follows (in thousands):
Years Ended December 31,
20212020
Revenue$1,392,884$1,397,261
Net loss$(45,253)$(17,116)
Net loss attributable to controlling interest$(35,140)$(20,642)