10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to

Commission File Number: 001-41951

AMERICAN HEALTHCARE REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	47-2887436
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
18191 Von Karman Avenue, Suite 300 Irvine, California	92612
(Address of principal executive offices)	(Zip Code)

(949) 270-9200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AHR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐  Yes   ☒  No

As of May 8, 2024, there were 65,372,222 shares of Common Stock, 19,601,476 shares of Class T common stock and 46,673,320 shares of Class I common stock of American Healthcare REIT, Inc. outstanding.

AMERICAN HEALTHCARE REIT, INC.

(A Maryland Corporation)

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023	5
Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2024 and 2023	6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	47
Item 4. Controls and Procedures	49
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	50
Signatures	52

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2024 and December 31, 2023

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

	March 31, 2024		December 31, 2023
ASSETS
Real estate investments, net	$	3,478,773	$	3,425,438
Debt security investment, net	87,984		86,935
Cash and cash equivalents	77,026		43,445
Restricted cash	47,505		47,337
Accounts and other receivables, net	215,881		185,379
Identified intangible assets, net	187,814		180,470
Goodwill	234,942		234,942
Operating lease right-of-use assets, net	221,575		227,846
Other assets, net	151,930		146,141
Total assets	$	4,703,430	$	4,577,933
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans payable, net(1)	$	1,228,435	$	1,302,396
Lines of credit and term loan, net(1)	759,308		1,223,967
Accounts payable and accrued liabilities(1)	257,283		242,905
Identified intangible liabilities, net	5,805		6,095
Financing obligations(1)	41,101		41,756
Operating lease liabilities(1)	219,767		225,502
Security deposits, prepaid rent and other liabilities(1)	48,933		76,134
Total liabilities	2,560,632		3,118,755
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 11)	11,636		33,843
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding	—		—
Common Stock, $0.01 par value per share; 700,000,000 shares authorized; 65,372,222 shares issued and outstanding as of March 31, 2024 and none issued and outstanding as of December 31, 2023	644		—
Class T common stock, $0.01 par value per share; 200,000,000 shares authorized; 19,552,425 and 19,552,856 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	194		194
Class I common stock, $0.01 par value per share; 100,000,000 shares authorized; 46,673,320 shares issued and outstanding as of both March 31, 2024 and December 31, 2023	467		467
Additional paid-in capital	3,275,252		2,548,307
Accumulated deficit	(1,313,190)		(1,276,222)
Accumulated other comprehensive loss	(2,468)		(2,425)
Total stockholders’ equity	1,960,899		1,270,321
Noncontrolling interests (Note 12)	170,263		155,014
Total equity	2,131,162		1,425,335
Total liabilities, redeemable noncontrolling interests and equity	$	4,703,430	$	4,577,933

3

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

As of March 31, 2024 and December 31, 2023

(In thousands) (Unaudited)

___________

(1)Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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

4

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended March 31, 2024 and 2023

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

	Three Months Ended March 31,
	2024		2023
Revenues:
Resident fees and services	$	452,118	$	408,630
Real estate revenue	47,415		43,596
Total revenues	499,533		452,226
Expenses:
Property operating expenses	403,629		370,146
Rental expenses	13,727		15,195
General and administrative	11,828		13,053
Business acquisition expenses	2,782		332
Depreciation and amortization	42,767		44,670
Total expenses	474,733		443,396
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments)	(36,438)		(39,011)
Gain (loss) in fair value of derivative financial instruments	6,417		(195)
Gain (loss) on dispositions of real estate investments, net	2,263		(132)
Loss from unconsolidated entities	(1,205)		(306)
Gain on re-measurement of previously held equity interest	—		726
Foreign currency (loss) gain	(426)		1,008
Other income	1,863		1,608
Total net other expense	(27,526)		(36,302)
Loss before income taxes	(2,726)		(27,472)
Income tax expense	(278)		(143)
Net loss	(3,004)		(27,615)
Net (income) loss attributable to noncontrolling interests	(888)		1,743
Net loss attributable to controlling interest	$	(3,892)	$	(25,872)
Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest — basic and diluted	$	(0.04)	$	(0.39)
Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding — basic and diluted	104,295,142		66,026,173
Net loss	$	(3,004)	$	(27,615)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(43)		122
Total other comprehensive (loss) income	(43)		122
Comprehensive loss	(3,047)		(27,493)
Comprehensive (income) loss attributable to noncontrolling interests	(888)		1,743
Comprehensive loss attributable to controlling interest	$	(3,935)	$	(25,750)

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

5

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2024 and 2023

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

	Three Months Ended March 31, 2024
	Stockholders’ Equity
	Common Stock			Class T Common Stock			Class I Common Stock
	Number of Shares	Amount		Number of Shares	Amount		Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
BALANCE — December 31, 2023	—	$	—	19,552,856	$	194	46,673,320	$	467	$	2,548,307	$	(1,276,222)	$	(2,425)	$	1,270,321	$	155,014	$	1,425,335
Issuance of common stock	64,400,000	644		—	—		—	—		772,156		—		—		772,800		—		772,800
Offering costs — common stock	—	—		—	—		—	—		(53,542)		—		—		(53,542)		—		(53,542)
Issuance of nonvested restricted common stock	972,222	—		—	—		—	—		—		—		—		—		—		—
Amortization of nonvested restricted common stock and stock units	—	—		—	—		—	—		1,914		—		—		1,914		—		1,914
Stock based compensation	—	—		—	—		—	—		—		—		—		—		21		21
Repurchase of common stock	—	—		(431)	—		—	—		(14)		—		—		(14)		—		(14)
Purchase of noncontrolling interest	—	—		—	—		—	—		(478)		—		—		(478)		37		(441)
Distributions to noncontrolling interests	—	—		—	—		—	—		—		—		—		—		(992)		(992)
Reclassification of noncontrolling interests from mezzanine equity, net	—	—		—	—		—	—		—		—		—		—		15,282		15,282
Adjustment to value of redeemable noncontrolling interests	—	—		—	—		—	—		6,909		—		—		6,909		(8)		6,901
Distributions declared ($0.25 per share)	—	—		—	—		—	—		—		(33,076)		—		(33,076)		—		(33,076)
Net (loss) income	—	—		—	—		—	—		—		(3,892)		—		(3,892)		909		(2,983)		(1)
Other comprehensive loss	—	—		—	—		—	—		—		—		(43)		(43)		—		(43)
BALANCE — March 31, 2024	65,372,222	$	644	19,552,425	$	194	46,673,320	$	467	$	3,275,252	$	(1,313,190)	$	(2,468)	$	1,960,899	$	170,263	$	2,131,162

6

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY — (Continued)

For the Three Months Ended March 31, 2024 and 2023

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

	Three Months Ended March 31, 2023
	Stockholders’ Equity
	Class T Common Stock			Class I Common Stock
	Number of Shares	Amount		Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
BALANCE — December 31, 2022	19,535,095	$	194	46,675,367	$	467	$	2,540,424	$	(1,138,304)	$	(2,690)	$	1,400,091	$	167,674	$	1,567,765
Issuance of nonvested restricted common stock	1,956	—		—	—		—		—		—		—		—		—
Amortization of nonvested restricted common stock and stock units	—	—		—	—		1,051		—		—		1,051		—		1,051
Stock based compensation	—	—		—	—		—		—		—		—		21		21
Repurchase of common stock	(429)	—		(1,681)	—		(78)		—		—		(78)		—		(78)
Distributions to noncontrolling interests	—	—		—	—		—		—		—		—		(3,102)		(3,102)
Reclassification of noncontrolling interests to mezzanine equity	—	—		—	—		—		—		—		—		(21)		(21)
Adjustment to value of redeemable noncontrolling interests	—	—		—	—		4,902		—		—		4,902		141		5,043
Distributions declared ($0.25 per share)	—	—		—	—		—		(16,565)		—		(16,565)		—		(16,565)
Net loss	—	—		—	—		—		(25,872)		—		(25,872)		(1,375)		(27,247)		(1)
Other comprehensive income	—	—		—	—		—		—		122		122		—		122
BALANCE — March 31, 2023	19,536,622	$	194	46,673,686	$	467	$	2,546,299	$	(1,180,741)	$	(2,568)	$	1,363,651	$	163,338	$	1,526,989

___________

(1)For the three months ended March 31, 2024 and 2023, amounts exclude $(21) and $(368), respectively, of net (loss) attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for further discussion.

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

7

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2024 and 2023

(In thousands) (Unaudited)

	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,004)	$	(27,615)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	42,767		44,670
Other amortization	11,799		20,370
Deferred rent	(1,132)		(1,090)
Stock based compensation	1,935		1,072
(Gain) loss on dispositions of real estate investments, net	(2,263)		132
Loss from unconsolidated entities	1,205		306
Gain on re-measurement of previously held equity interest	—		(726)
Foreign currency loss (gain)	434		(1,063)
Loss on extinguishments of debt	1,280		—
Change in fair value of derivative financial instruments	(6,417)		195
Changes in operating assets and liabilities:
Accounts and other receivables	(32,116)		(7,119)
Other assets	(9,736)		(3,489)
Accounts payable and accrued liabilities	(1,866)		1,790
Operating lease liabilities	(8,893)		(9,328)
Security deposits, prepaid rent and other liabilities	53		5,757
Net cash (used in) provided by operating activities	(5,954)		23,862
CASH FLOWS FROM INVESTING ACTIVITIES
Developments and capital expenditures	(19,886)		(21,500)
Proceeds from dispositions of real estate investments	14,522		6,901
Acquisitions of real estate investments	(352)		(11,680)
Acquisition of previously held equity interest	—		(335)
Investments in unconsolidated entities	—		(6,000)
Issuance of real estate notes receivable	(7,753)		—
Principal repayments on real estate notes receivable	8,383		—
Real estate and other deposits	(137)		(705)
Net cash used in investing activities	(5,223)		(33,319)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under mortgage loans payable	15,535		7,700
Payments on mortgage loans payable	(181,190)		(5,122)
Borrowings under the lines of credit and term loan	147,600		113,600
Payments on the lines of credit and term loan	(612,323)		(82,100)
Payments on financing and other obligations	(782)		(733)
Deferred financing costs	(5,838)		(1,048)
Proceeds from issuance of common stock	772,800		—
Payment of offering costs	(47,534)		(3)
Distributions paid to common stockholders	(16,596)		(26,492)
Repurchase of common stock	(14)		(78)
Purchase of noncontrolling interest	(441)		—
Distributions to noncontrolling interests	(991)		(4,076)
Redemption of noncontrolling interests	(25,312)		(15,803)

8

AMERICAN HEALTHCARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Three Months Ended March 31, 2024 and 2023

(In thousands) (Unaudited)

	Three Months Ended March 31,
	2024		2023
Security deposits	$	48	$	(145)
Net cash provided by (used in) financing activities	44,962		(14,300)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	33,785	$	(23,757)
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(36)		80
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	90,782		111,906
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	$	124,531	$	88,229
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period:
Cash and cash equivalents	$	43,445	$	65,052
Restricted cash	47,337		46,854
Cash, cash equivalents and restricted cash	$	90,782	$	111,906
End of period:
Cash and cash equivalents	$	77,026	$	41,346
Restricted cash	47,505		46,883
Cash, cash equivalents and restricted cash	$	124,531	$	88,229
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	35,617	$	37,424
Income taxes	$	157	$	383
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued developments and capital expenditures	$	24,127	$	26,102
Capital expenditures from financing and other obligations	$	353	$	—
Tenant improvement overage	$	1,553	$	—
Acquisition of real estate investments with assumed mortgage loans payable, net of debt discount	$	91,472	$	—
Reclassification of noncontrolling interest from mezzanine equity, net	$	15,282	$	—
Distributions declared but not paid — common stockholders	$	32,900	$	16,554
Distributions declared but not paid — limited partnership units	$	875	$	875
Distributions declared but not paid — restricted stock units	$	294	$	68
Accrued offering costs	$	2,446	$	1,255
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	$	343	$	(952)
Other assets, net	$	(3,749)	$	162
Accounts payable and accrued liabilities	$	(12)	$	548
Financing obligations	$	—	$	12
Security deposits and other liabilities	$	(236)	$	312

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

9

AMERICAN HEALTHCARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the Three Months Ended March 31, 2024 and 2023

The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc. and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted.

1. Organization and Description of Business

Overview and Background

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed real estate investment trust, or REIT, that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, and our integrated senior health campuses. We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis. We 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.

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 March 31, 2024 and December 31, 2023, we owned 97.4% and 95.0%, respectively, of the partnership units, or OP units, in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited OP units were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our directors; Platform Healthcare Investor TII, LLC; Flaherty Trust; and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the Limited Partners. 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 and Listing

We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings. Our initial public offerings were terminated as of April 2019.

On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. These shares are listed on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024.

Following the closing of the 2024 Offering, we are presenting Common Stock, Class T common stock and Class I common stock, or collectively, common stock, as separate classes within our condensed consolidated balance sheets and condensed consolidated statements of equity. Any references to “Common Stock” in this Quarterly Report on Form 10-Q refer to our NYSE-listed shares sold through the 2024 Offering, whereas Class T common stock and Class I common stock refer to our classes of common stock that are not NYSE-listed. This applies to all historical periods presented herein.

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 four reportable business segments: integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties. As of March 31, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, representing approximately 19,451,000 square feet of gross leasable area, for an aggregate contract

10

AMERICAN HEALTHCARE REIT, INC.

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

purchase price of $4,566,829,000. In addition, as of March 31, 2024, we also owned a real estate-related debt investment purchased for $60,429,000.

2. Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding our accompanying condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements.

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership, the wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries in which we have control, as well as any VIEs in which we are the primary beneficiary. The portion of equity in any subsidiary that is not wholly owned by us is presented in our accompanying condensed consolidated financial statements as a noncontrolling interest. We evaluate our ability to control an entity, and whether the entity is a VIE and we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have 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 March 31, 2024 and December 31, 2023, we owned a 97.4% and 95.0%, respectively, general partnership interest therein, and the remaining 2.6% and 5.0%, respectively, limited partnership interest was owned by the Limited Partners.

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 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

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AMERICAN HEALTHCARE REIT, INC.

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

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 ongoing 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 March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Over time	$	324,517	$	57,620	$	382,137	$	298,850	$	45,613	$	344,463
Point in time	68,605		1,376		69,981		62,920		1,247		64,167
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

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

	Three Months Ended March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Private and other payors	$	184,322	$	51,176	$	235,498	$	169,678	$	43,850	$	213,528
Medicare	120,349		1,243		121,592		126,466		311		126,777
Medicaid	88,451		6,577		95,028		65,626		2,699		68,325
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

___________

(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 daily, per resident basis or as services are rendered.

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AMERICAN HEALTHCARE REIT, INC.

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

Accounts Receivable, Net — Resident Fees and Services Revenue

The beginning and ending balances of accounts receivable, net — resident fees and services are as follows (in thousands):

	Private and Other Payors		Medicare		Medicaid		Total
Beginning balance — January 1, 2024	$	66,218	$	51,260	$	30,799	$	148,277
Ending balance — March 31, 2024	73,716		71,142		31,529		176,387
Increase	$	7,498	$	19,882	$	730	$	28,110

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, 2024	$	23,372
Ending balance — March 31, 2024	22,590
Decrease	$	(782)

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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	17,037	$	14,071
Additional allowances	6,603		4,037
Write-offs	(3,258)		(1,890)
Recoveries collected or adjustments	(1,856)		(1,827)
Ending balance	$	18,526	$	14,391

Properties Held for Sale

We classify a property or group of operating properties as held for sale in the period when certain criteria are met, such as we commit to a plan to sell the property and have determined that the sale is probable. Upon classification of a property as held for sale, we record the property at the lower of its carrying amount or fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated.

Our properties held for sale are included in other assets, net in our accompanying condensed consolidated balance sheets. On January 25, 2024, we disposed of one of our SHOP that was held for sale for a contract sales price of $4,500,000 and recognized a gain on sale of $645,000. For the three months ended March 31, 2023, we did not dispose of any held for sale properties. See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for a further discussion of our property dispositions.

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AMERICAN HEALTHCARE REIT, INC.

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

Accounts Payable and Accrued Liabilities

As of March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $46,931,000 and $42,698,000, respectively, insurance reserves of $44,691,000 and $44,548,000, respectively, accrued distributions to common stockholders of $32,900,000 and $16,557,000, respectively, and accrued property taxes of $24,374,000 and $23,549,000, respectively.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. Such disclosure amendments include the requirement for public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively; however, retrospective application is permitted. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The final rules require a registrant to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks, as well as a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities; material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition. The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers. In April 2024, the SEC stayed the final rules in response to legal challenges to the rules. As a result, it is not clear whether current compliance deadlines will be extended once the litigation is resolved. We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures.

3. Real Estate Investments, Net and Business Combinations

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

	March 31, 2024		December 31, 2023
Building, improvements and construction in process	$	3,666,999	$	3,604,299
Land and improvements	349,061		335,946
Furniture, fixtures and equipment	245,278		237,350
	4,261,338		4,177,595
Less: accumulated depreciation	(782,565)		(752,157)
	$	3,478,773	$	3,425,438

Depreciation expense for the three months ended March 31, 2024 and 2023 was $37,135,000 and $35,899,000, respectively.

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

The following is a summary of our capital expenditures by reportable segment for the three months ended March 31, 2024 (in thousands):

	Three Months Ended March 31, 2024
Integrated senior health campuses	$	5,766
OM	4,934
SHOP	2,937
Triple-net leased properties	—
Total	$	13,637

Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses. For the three months ended March 31, 2024, we completed the development of one integrated senior health campus for $18,969,000.

Dispositions of Real Estate Investments

For the three months ended March 31, 2024, we disposed of two OM buildings that were included in real estate investments in our accompanying condensed consolidated balance sheets. We recognized a total aggregate net gain on such dispositions of $1,618,000. The following is a summary of such dispositions (dollars in thousands):

Location	Number of Buildings	Type	Date Disposed	Contract Sales Price
Marietta, GA	1	OM	01/16/24	$	6,674
Homewood, AL	1	OM	03/18/24	4,462
Total	2			$	11,136

Business Combinations

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in our SHOP segment. These properties are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described in Note 4. We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default. The aggregated principal balance of such assumed mortgage loans payable was $94,461,000 at the time of acquisition. No cash consideration was exchanged as part of the transactions; however, we incurred transaction costs of $3,112,000 related to the acquisition of such properties. See Note 4, Debt Security Investment, Net, for a further discussion.

On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party, a 60.0% controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky. 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 for the three months ended March 31, 2023.

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

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AMERICAN HEALTHCARE REIT, INC.

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

The table below summarizes the acquisition date fair values of the assets acquired and liabilities assumed of our business combinations during the three months ended March 31, 2024 and 2023 (in thousands):

	2024 Acquisition		2023 Acquisition
Building and improvements	$	64,350	$	—
Land	14,210		—
In-place leases	12,912		—
Goodwill	—		3,331
Furniture, fixtures and equipment	—		39
Cash and restricted cash	—		565
Accounts receivable, net	343		—
Other assets	9		66
Total assets acquired	91,824		4,001
Mortgage loans payable (including debt discount of $2,989)	(91,472)		—
Accounts payable and accrued liabilities	(352)		(1,676)
Financing obligations	—		(12)
Security deposits and other liabilities	—		(812)
Total liabilities assumed	(91,824)		(2,500)
Net assets acquired	$	—	$	1,501

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 an aggregate 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.

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in the underlying collateral pool of real estate assets securing our debt security investment. We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default. We did not grant any concessions to such borrower, and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such properties. See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of such acquisition.

As of March 31, 2024 and December 31, 2023, the carrying amount of the debt security investment was $87,984,000 and $86,935,000, respectively, net of unamortized closing costs of $413,000 and $489,000, respectively. Accretion on the debt security for the three months ended March 31, 2024 and 2023 was $1,125,000 and $1,020,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. Amortization expense of closing costs for the three months ended March 31, 2024 and 2023 was $76,000 and $65,000, respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss. No credit loss was recorded for the three months ended March 31, 2024 and 2023.

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AMERICAN HEALTHCARE REIT, INC.

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

5. Identified Intangible Assets and Liabilities

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

	March 31, 2024		December 31, 2023
Amortized intangible assets:
In-place leases, net of accumulated amortization of $37,431 and $35,437 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.2 years and 7.7 years as of March 31, 2024 and December 31, 2023, respectively)	$	50,552	$	42,615
Above-market leases, net of accumulated amortization of $7,462 and $7,079 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.4 years and 7.5 years as of March 31, 2024 and December 31, 2023, respectively)	15,189		15,905
Customer relationships, net of accumulated amortization of $972 and $934 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 12.4 years and 12.7 years as of March 31, 2024 and December 31, 2023, respectively)	1,868		1,906
Unamortized intangible assets:
Certificates of need	99,938		99,777
Trade names	20,267		20,267
Total identified intangible assets, net	$	187,814	$	180,470
Amortized intangible liabilities:
Below-market leases, net of accumulated amortization of $2,950 and $2,831 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively)	$	5,805	$	6,095
Total identified intangible liabilities, net	$	5,805	$	6,095

Amortization expense on identified intangible assets for the three months ended March 31, 2024 and 2023 was $5,713,000 and $17,071,000, respectively, which included $716,000 and $9,083,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss. In March 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure, which resulted in a full amortization of $8,073,000 of above-market leases and $885,000 of in-place leases.

Amortization expense on below-market leases for the three months ended March 31, 2024 and 2023 was $290,000 and $408,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

The aggregate weighted average remaining life of the identified intangible assets was 6.7 years and 7.8 years as of March 31, 2024 and December 31, 2023, respectively. The aggregate weighted average remaining life of the identified intangible liabilities was 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, estimated amortization expense on the identified intangible assets and liabilities for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

	Amortization Expense
Year	Intangible Assets		Intangible Liabilities
2024	$	18,094	$	(782)
2025	9,522		(956)
2026	7,727		(840)
2027	7,203		(825)
2028	6,150		(709)
Thereafter	18,913		(1,693)
Total	$	67,609	$	(5,805)

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

6. Other Assets, Net

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

	March 31, 2024		December 31, 2023
Deferred rent receivables	$	48,541	$	47,540
Prepaid expenses, deposits, other assets and deferred tax assets, net	32,729		33,204
Inventory — finished goods	20,741		19,472
Investments in unconsolidated entities	19,411		20,611
Lease commissions, net of accumulated amortization of $7,500 and $7,231 as of March 31, 2024 and December 31, 2023, respectively	17,442		17,565
Derivative financial instruments	5,491		1,463
Deferred financing costs, net of accumulated amortization of $7,117 and $8,494 as of March 31, 2024 and December 31, 2023, respectively	5,207		3,830
Lease inducement, net of accumulated amortization of $2,632 and $2,544 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of March 31, 2024 and December 31, 2023, respectively)	2,368		2,456
Total	$	151,930	$	146,141

Deferred financing costs included in other assets, net were related to the Trilogy Credit Facility, as defined in Note 8, as well as the senior unsecured revolving credit facility portions of the 2022 Credit Facility and 2024 Credit Facility. For the three months ended March 31, 2024, in connection with the replacement of the 2022 Credit Facility with the 2024 Credit Facility, we incurred an aggregate loss of $565,000 on the extinguishment of part of the senior unsecured revolving credit facility, which formed part of the 2022 Credit Facility. Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and was due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2022 Credit Facility. See Note 8, Lines of Credit and Term Loan, for further discussion of our lines of credit. Amortization expense on lease inducement for both the three months ended March 31, 2024 and 2023 was $88,000, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

7. Mortgage Loans Payable, Net

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

	March 31, 2024		December 31, 2023
Total fixed-rate debt (90 loans and 76 loans as of March 31, 2024 and December 31, 2023, respectively)	$	1,082,865	$	990,325
Total variable-rate debt (5 loans and 13 loans as of March 31, 2024 and December 31, 2023, respectively)	172,255		335,988
Total fixed- and variable-rate debt	1,255,120		1,326,313
Less: deferred financing costs, net	(10,864)		(9,713)
Add: premium	151		167
Less: discount	(15,972)		(14,371)
Mortgage loans payable, net	$	1,228,435	$	1,302,396

Based on interest rates in effect as of March 31, 2024 and December 31, 2023, effective interest rates on mortgage loans payable ranged from 2.21% to 8.18% per annum and 2.21% to 8.46% per annum, respectively, with a weighted average effective interest rate of 4.27% and 4.72%, respectively. We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.

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

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	1,302,396	$	1,229,847
Additions:
Borrowings under mortgage loans payable	15,535		7,700
Assumption of mortgage loans payable due to acquisition of real estate investments, net	91,472		—
Amortization of deferred financing costs	780		577
Amortization of discount/premium on mortgage loans payable, net	1,374		885
Deductions:
Scheduled principal payments on mortgage loans payable	(5,045)		(5,122)
Early payoff of mortgage loans payable	(176,145)		—
Deferred financing costs	(1,932)		(142)
Ending balance	$	1,228,435	$	1,233,745

For the three months ended March 31, 2024, we incurred an aggregate loss on the early extinguishment of a mortgage loan payable of $715,000, 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 approximately $176,145,000 of mortgage loans payable using the net proceeds from the 2024 Offering. For the three months ended March 31, 2023, we did not incur any gain or loss on the extinguishment of mortgage loans payable.

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

Year	Amount
2024	$	177,717
2025	168,275
2026	158,331
2027	55,125
2028	105,126
Thereafter	590,546
Total	$	1,255,120

8. Lines of Credit and Term Loan

2022 Credit Facility

We, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, were party to an amended agreement, or the 2022 Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank National Association, or KeyBank, Citizens Bank, National Association, or Citizens Bank, and the lenders named therein, which provided for a credit facility with an aggregate maximum principal amount up to $1,050,000,000, or the 2022 Credit Facility. The 2022 Credit Facility consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $550,000,000.

As of December 31, 2023, borrowings outstanding under the 2022 Credit Facility totaled $914,900,000, and the weighted average interest rate on such borrowings outstanding was 7.08% per annum. Under the terms of the 2022 Credit Agreement, the revolving loans would have matured on January 19, 2026, and the term loan would have matured on January 19, 2027. On February 14, 2024, the 2022 Credit Agreement was amended and restated in its entirety. See below for a further discussion.

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

2024 Credit Facility

On February 14, 2024, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and our company, collectively as guarantors, entered into an agreement, or the 2024 Credit Agreement, that amended, restated, superseded and replaced the 2022 Credit Agreement with Bank of America, KeyBank, Citizens Bank and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. The 2024 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $550,000,000. The proceeds of loans made under the 2024 Credit Facility may be used for general corporate purposes including for working capital, capital expenditures, refinancing existing indebtedness and other corporate purposes not inconsistent with obligations under the 2024 Credit Agreement. We may also obtain up to $25,000,000 in the form of standby letters of credit pursuant to the 2024 Credit Facility. Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement.

Under the terms of the 2024 Credit Agreement, the Revolving Loans mature on February 14, 2028, and may be extended for one 12-month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The Term Loan matures on January 19, 2027, and may not be extended. The maximum principal amount of the 2024 Credit Facility may be increased by an aggregate incremental amount of $600,000,000, subject to: (i) the terms of the 2024 Credit Agreement and (ii) at least five business days’ prior written notice to Bank of America.

At our option, the 2024 Credit Facility bears interest at varying rates based upon (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2024 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

We are required to pay a fee on the unused portion of the lenders’ commitments under the 2024 Credit Agreement computed at (a) 0.25% per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50% and (b) 0.20% per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50%, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis.

The 2024 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2024 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of March 31, 2024, our aggregate borrowing capacity under the 2024 Credit Facility was $1,150,000,000, excluding the $25,000,000 standby letters of credit described above. As of March 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $550,000,000 ($549,308,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 6.66% per annum.

Trilogy Credit Facility

We, through Trilogy RER, LLC, are party to an amended loan agreement, or the Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC; KeyBank; CIT Bank, N.A.; Regions Bank; KeyBanc Capital Markets, Inc.; Regions Capital Markets; Bank of America; The Huntington National Bank; and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility that had an aggregate maximum principal amount of $400,000,000, consisting of: (i) a $365,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the Trilogy Credit Facility. The proceeds of the Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes. The maximum principal amount of the Trilogy Credit Facility could be increased by up to $100,000,000, for a total principal amount of $500,000,000, subject to certain conditions. Unless defined herein, all capitalized terms under this “Trilogy Credit Facility” subsection are defined in the Trilogy Credit Agreement, as amended.

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The Trilogy Credit Facility is due to mature on June 5, 2025. At our option, the 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 March 31, 2024 and December 31, 2023, our aggregate borrowing capacity under the Trilogy Credit Facility was $400,000,000. As of March 31, 2024 and December 31, 2023, borrowings outstanding under the Trilogy Credit Facility totaled $210,000,000 and $309,823,000, respectively, and the weighted average interest rate on such borrowings outstanding was 8.17% and 8.20% per annum, respectively.

9. Derivative Financial Instruments

We use derivative financial instruments to manage interest rate risk associated with variable-rate debt. We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value. The following table lists the derivative financial instruments held by us as of March 31, 2024 and December 31, 2023, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

							Fair Value
Instrument	Notional  Amount		Index	Interest Rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023
Swap	$	275,000	One Month Term SOFR	3.74%	02/01/23	01/19/26	$	3,868	$	1,463
Swap	275,000		One Month Term SOFR	4.41%	08/08/23	01/19/26	642		(2,178)
Swap	200,000		One Month Term SOFR	4.40%	01/05/24	06/05/25	981		(211)
	$	750,000					$	5,491	$	(926)

As of both March 31, 2024 and December 31, 2023, none of our derivative financial instruments were designated as hedges. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. For the three months ended March 31, 2024 and 2023, we recorded a net gain (loss) in the fair value of derivative financial instruments of $6,417,000 and ($195,000), respectively, as a decrease (increase) 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 the fair value of our derivative financial instruments.

10. Commitments and Contingencies

Litigation

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

Environmental Matters

We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

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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.

11. Redeemable Noncontrolling Interests

As of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4% and 95.0%, respectively, general partnership interest in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited partnership interest in our operating partnership was owned by the Limited Partners. Some of the limited partnership units outstanding, which accounted for approximately 1.0% of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheet. Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control, and the carrying amount of such interests is now presented within noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet as of March 31, 2024. Further, additional paid-in capital was adjusted to reflect such change in presentation of the Limited Partners interests. See Note 12, Equity — Noncontrolling Interests in Total Equity, for a further discussion.

As of March 31, 2024 and December 31, 2023, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0% ownership interest, owned approximately 99.3% and 97.5%, respectively, of the outstanding equity interests of Trilogy Investors, LLC, or Trilogy. As of March 31, 2024 and December 31, 2023, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 0.7% and 2.5%, respectively, of the outstanding equity interests of Trilogy. We accounted for such equity interests as redeemable noncontrolling interests or other liabilities in our accompanying condensed consolidated balance sheets in accordance with FASB, Accounting Standards Codification, or ASC, Topic 480-10-S99-3A, given certain features associated with such equity interests. In January 2024, we redeemed equity interests in Trilogy that were accounted for as other liabilities and owned by a current member of Trilogy’s advisory committee for $25,312,000 in cash. In April 2024, we redeemed all the remaining equity interests in Trilogy owned by members of Trilogy management and certain members of Trilogy’s advisory committee, including the redemption of Trilogy Profit Interests, as defined and described at Note 12, Equity — Noncontrolling Interests in Total Equity — Other Noncontrolling Interests, for an aggregate $10,771,000 in cash. For the three months ended March 31, 2023, we redeemed a portion of the equity interests owned by certain members of Trilogy’s management for an aggregate of $15,870,000.

As of March 31, 2024 and December 31, 2023, we own, through our operating partnership, approximately 98.0% of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Pinnacle Beaumont ALF and Pinnacle Warrenton ALF. The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets.

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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	33,843	$	81,598
Reclassification from equity	21		21
Reclassification to equity	(15,303)		—
Distributions	(3)		(454)
Redemption of redeemable noncontrolling interests	—		(15,870)
Adjustment to redemption value	(6,901)		(5,043)
Net loss attributable to redeemable noncontrolling interests	(21)		(368)
Ending balance	$	11,636	$	59,884

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12. Equity

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, $0.01 par value per share. As of both March 31, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Common Stock

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $0.01 par value per share, whereby 200,000,000 shares are classified as Class T common stock, 100,000,000 shares are classified as Class I common stock and 700,000,000 shares are classified as Common Stock without any designation as to class or series. We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our DRIP offerings. Our initial public offerings were terminated as of April 2019.

On February 9, 2024, we closed the 2024 Offering and issued 64,400,000 shares of Common Stock, $0.01 par value per share, for a total of $772,800,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. In conjunction with the 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on February 7, 2024. We received $724,625,000 in net proceeds, after deducting the underwriting discount, which was primarily used to repay $176,145,000 of mortgage loans payable and $545,010,000 on our lines of credit in February 2024. The underwriting discount and other costs related to the 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of March 31, 2024.

Our Class T common stock and Class I common stock are identical to our Common Stock, except that such shares are not currently listed on the NYSE or any other national securities exchange. Six months after the listing of our Common Stock for trading on the NYSE, on August 5, 2024, each share of our Class T common stock and Class I common stock will automatically, and without any stockholder action, convert into one share of our listed Common Stock.

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, 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 will be paid distributions in cash.

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 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, commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests.

We did not repurchase any shares of our common stock pursuant to our share repurchase plan for the three months ended March 31, 2024. For the three months ended March 31, 2023, we repurchased 1,681 shares of common stock for an aggregate of $62,000 at a repurchase price of $37.16 per share, pursuant to our share repurchase plan. Such repurchase requests were submitted prior to the suspension of our share repurchase plan.

Noncontrolling Interests in Total Equity

Membership Interest in Trilogy REIT Holdings

As of March 31, 2024 and December 31, 2023, Trilogy REIT Holdings owned approximately 99.3% and 97.5%, respectively, of Trilogy. We are the indirect owner of a 76.0% interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc., or NHI. We serve as the managing member of Trilogy REIT Holdings. As of both March 31, 2024 and December 31, 2023, NHI indirectly owned a

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24.0% membership interest in Trilogy REIT Holdings, and as such, for the three months ended March 31, 2024 and 2023, 24.0% of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0% minority membership interest in Trilogy REIT Holdings. If we exercise this purchase option, we will own 100% of Trilogy REIT Holdings, which will in turn result in us indirectly owning 100% of Trilogy. Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below. If we exercise our purchase option, the all-cash purchase price would be $247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would increase to $260,000,000 if we consummate the purchase on or after January 1, 2025.

The MIPA also allows us (at our election), instead of paying all cash, to consummate the purchase transaction by using a combination of cash and the issuance of new Series A Cumulative Convertible Preferred Stock, $0.01 par value per share, or our Convertible Preferred Stock, as purchase price consideration. We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock. The minimum cash amount will be $24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $26,000,000 if we consummate the purchase on or after January 1, 2025. If issued, our Convertible Preferred Stock will be perpetual, will have a cumulative cash dividend with an initial annual rate of 4.75% (on the liquidation preference per share of $25.00 of our Convertible Preferred Stock) and will be redeemable by us at any time. The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption. In addition, holders of shares of our Convertible Preferred Stock will have the right, at any time on or after July 1, 2026 and from time to time, to convert some or all of such shares into shares of our common stock, subject to certain customary exceptions. As of March 31, 2024, we did not exercise the purchase option pursuant to the MIPA.

Other Noncontrolling Interests

In connection with our acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and independent directors of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy. The Profit Interests consisted of time-based or performance-based commitments. The time-based Profit Interests were measured at their grant date fair value and vested in increments of 20.0% on each anniversary of the respective grant date over a five-year period. We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which were recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. The performance-based Profit Interests were measured at their fair value on the adoption date of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, using a modified retrospective approach, were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements. The nonvested awards were presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and were re-classified to redeemable noncontrolling interests upon vesting as they had redemption features outside of our control, similar to the common stock units held by Trilogy’s management. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

For both the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $21,000. In April 2024, we redeemed all the remaining Profit Interests for cash. See Note 11, Redeemable Noncontrolling Interests, for a further discussion of our redemption of the Profit Interests.

As of December 31, 2023, we owned an 86.0% interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza. On February 6, 2024, we purchased the remaining 14.0% membership interest in the consolidated limited liability company that owned Lakeview IN Medical Plaza from an unaffiliated third party for a contract purchase price of $441,000. In connection with such purchase and as of such date, we own a 100% interest in such limited liability company. As such, from January 1, 2024 through February 5, 2024, and for the three months ended March 31, 2023, 14.0% of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss.

As discussed in Note 1, Organization and Description of Business, as of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4% and 95.0%, respectively, general partnership interest in our operating partnership and the remaining 2.6% and 5.0%, respectively, limited OP units in our operating partnership were owned by the Limited Partners. Some of the limited partnership units outstanding, which accounted for approximately 1.0% of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed

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consolidated balance sheets. Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassed the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity. Therefore, as of March 31, 2024, 2.6% of our total operating partnership units outstanding is presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

AHR Incentive Plan

Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.

Restricted common stock

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted an aggregate of 1,287,681 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, which included restricted Common Stock, restricted Class T common stock and restricted Class I common stock. RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered, as well as to certain executive officers and key employees. The number of RSAs granted through March 31, 2024 above includes an aggregate of 972,222 RSAs we granted in February 2024 to independent directors, executive officers and certain employees upon completion of the 2024 Offering. RSAs generally have a vesting period of up to four years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted to our executive officers an aggregate 320,780 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting. We also granted to our executive officers and certain employees 408,033 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting. 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 March 31, 2024 and December 31, 2023, and the changes for the three months ended March 31, 2024 is presented below:

	Number of  Nonvested RSAs	Weighted Average Grant Date Fair Value - RSAs		Number of  Nonvested RSUs	Weighted Average Grant Date Fair Value - RSUs
Balance — December 31, 2023	147,044	$	35.99	228,081	$	32.43
Granted	972,222	$	13.12	477,008	$	14.57
Vested	(1,051)	$	37.16	—	$	—
Forfeited	—	$	—	(725)	$	37.16
Balance — March 31, 2024	1,118,215	$	16.11	704,364	$	20.33

For the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $1,914,000 and $1,051,000, respectively. Such expense was based on the grant date fair value for time-based awards and for performance-based awards that are probable of vesting, which fair value calculation used the most recently published estimated per share net asset value for awards granted prior to the 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the 2024 Offering date. Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

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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 March 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instruments	$	—	$	5,491	$	—	$	5,491
Total assets at fair value	$	—	$	5,491	$	—	$	5,491

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

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instrument	$	—	$	1,463	$	—	$	1,463
Total assets at fair value	$	—	$	1,463	$	—	$	1,463
Liabilities:
Derivative financial instruments	$	—	$	2,389	$	—	$	2,389
Total liabilities at fair value	$	—	$	2,389	$	—	$	2,389

There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2024 and 2023.

Derivative Financial Instruments

We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. Such valuation reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of our interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.

We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this instrument utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of March 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

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

Financial Instruments Disclosed at Fair Value

Our accompanying condensed consolidated balance sheets include the following financial instruments: debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan.

We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics and market data, in light of the short period of time between origination of the instruments and their expected realization. The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy.

The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair values of our mortgage loans payable and our lines of credit and term loan are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of March 31, 2024 and December 31, 2023 were as follows (in thousands):

	March 31, 2024				December 31, 2023
	Carrying Amount(1)		Fair Value		Carrying Amount(1)		Fair Value
Financial Assets:
Debt security investment	$	87,984	$	93,323	$	86,935	$	93,304
Financial Liabilities:
Mortgage loans payable	$	1,228,435	$	1,090,173	$	1,302,396	$	1,185,260
Lines of credit and term loan	$	754,101	$	759,966	$	1,220,137	$	1,225,890

___________

(1)Carrying amount is net of any discount/premium and unamortized deferred financing costs.

14. Income Taxes

As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as taxable REIT subsidiaries, or TRS, pursuant to the Code. TRS may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates.

Current Income Tax

Federal and state income taxes are generally a function of the level of income recognized by our TRS. Foreign income taxes are generally a function of our income on our real estate located in the United Kingdom, or UK, and Isle of Man.

Deferred Taxes

Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating loss that may be realized in future periods depending on sufficient taxable income.

We recognize the effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both March 31, 2024 and December 31, 2023, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

27

AMERICAN HEALTHCARE REIT, INC.

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

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both March 31, 2024 and December 31, 2023, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income. We will continue to monitor industry and economic conditions and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.

15. Leases

Lessor

We have operating leases with tenants that expire at various dates through 2050. For the three months ended March 31, 2024 and 2023, we recognized $46,008,000 and $42,303,000, respectively, of revenues related to operating lease payments, of which $9,659,000 and $10,040,000, respectively, was for variable lease payments. As of March 31, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

Year	Amount
2024	$	101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$	1,045,368

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 March 31,
Lease Cost	Classification	2024		2023
Operating lease cost(1)	Property operating expenses, rental expenses or general and administrative expenses	$	10,776	$	11,923
Finance lease cost:
Amortization of leased assets	Depreciation and amortization	561		303
Interest on lease liabilities	Interest expense	157		91
Sublease income	Resident fees and services revenue or other income	(144)		(156)
Total lease cost		$	11,350	$	12,161

___________

(1)Includes short-term leases and variable lease costs, which are immaterial.

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AMERICAN HEALTHCARE REIT, INC.

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

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

Lease Term and Discount Rate	March 31, 2024		December 31, 2023
Weighted average remaining lease term (in years):
Operating leases	12.1		12.2
Finance leases	1.2		1.5
Weighted average discount rate:
Operating leases	5.77	%	5.76	%
Finance leases	7.79	%	7.78	%

	Three Months Ended March 31,
Supplemental Disclosure of Cash Flows Information	2024		2023
Operating cash outflows related to finance leases	$	157	$	91
Financing cash outflows related to finance leases	$	11	$	16
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,155

Operating Leases

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

Year	Amount
2024	$	26,936
2025	35,153
2026	35,074
2027	35,617
2028	35,707
Thereafter	166,314
Total undiscounted operating lease payments	334,801
Less: interest	115,034
Present value of operating lease liabilities	$	219,767

Finance Leases

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

Year	Amount
2024	$	63
2025	31
2026	—
2027	—
2028	—
Thereafter	—
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$	89

29

AMERICAN HEALTHCARE REIT, INC.

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

16. Segment Reporting

We evaluate our business and make resource allocations based on four reportable business segments: integrated senior health campuses, OM (which was formerly known as medical office buildings, or MOBs), SHOP and triple-net leased properties. Prior to the quarter ended December 31, 2023, we evaluated our business and made resource allocations based on six reportable business segments. All segment information included in this Quarterly Report on Form 10-Q has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM. The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations.

Our OM buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our 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 triple-net leased properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the properties to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all property operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our triple-net leased properties segment includes our debt security investment. Our SHOP segment includes senior housing, which may provide assisted living care, independent living, memory care or skilled nursing services, that are owned and operated utilizing a RIDEA structure.

While we believe that net income or loss, as defined by GAAP, is the most appropriate earnings measurement, our chief operating decision maker evaluates performance of our combined properties in each reportable business segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment. We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income 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.

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AMERICAN HEALTHCARE REIT, INC.

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

Summary information for the reportable segments during the three months ended March 31, 2024 and 2023 was as follows (in thousands):

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2024
Revenues:
Resident fees and services	$	393,122	$	58,996	$	—	$	—	$	452,118
Real estate revenue	—		—		34,067		13,348		47,415
Total revenues	393,122		58,996		34,067		13,348		499,533
Expenses:
Property operating expenses	351,142		52,487		—		—		403,629
Rental expenses	—		—		13,089		638		13,727
Segment net operating income	$	41,980	$	6,509	$	20,978	$	12,710	$	82,177
Expenses:
General and administrative									$	11,828
Business acquisition expenses									2,782
Depreciation and amortization									42,767
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments)									(36,438)
Gain in fair value of derivative financial instruments									6,417
Gain on dispositions of real estate investments, net									2,263
Loss from unconsolidated entities									(1,205)
Foreign currency loss									(426)
Other income									1,863
Total net other expense									(27,526)
Loss before income taxes									(2,726)
Income tax expense									(278)
Net loss									$	(3,004)

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AMERICAN HEALTHCARE REIT, INC.

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

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2023
Revenues:
Resident fees and services	$	361,770	$	46,860	$	—	$	—	$	408,630
Real estate revenue	—		—		37,483		6,113		43,596
Total revenues	361,770		46,860		37,483		6,113		452,226
Expenses:
Property operating expenses	328,361		41,785		—		—		370,146
Rental expenses	—		—		14,408		787		15,195
Segment net operating income	$	33,409	$	5,075	$	23,075	$	5,326	$	66,885
Expenses:
General and administrative									$	13,053
Business acquisition expenses									332
Depreciation and amortization									44,670
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)									(39,011)
Loss in fair value of derivative financial instruments									(195)
Loss on dispositions of real estate investments, net									(132)
Loss from unconsolidated entities									(306)
Gain on re-measurement of previously held equity interest									726
Foreign currency gain									1,008
Other income									1,608
Total net other expense									(36,302)
Loss before income taxes									(27,472)
Income tax expense									(143)
Net loss									$	(27,615)

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

	March 31, 2024		December 31, 2023
Integrated senior health campuses	$	2,241,792	$	2,197,762
OM	1,213,664		1,232,310
SHOP	716,923		630,373
Triple-net leased properties	499,824		502,836
Other	31,227		14,652
Total assets	$	4,703,430	$	4,577,933

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

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AMERICAN HEALTHCARE REIT, INC.

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

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented (in thousands):

	Three Months Ended March 31,
	2024		2023
Revenues:
United States	$	497,646	$	451,092
International	1,887		1,134
	$	499,533	$	452,226

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

	March 31, 2024		December 31, 2023
Real estate investments, net:
United States	$	3,436,208	$	3,382,115
International	42,565		43,323
	$	3,478,773	$	3,425,438

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 March 31, 2024 and December 31, 2023, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants and residents is limited. We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases as of March 31, 2024, properties in two states in the United States accounted for 10.0% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses as of March 31, 2024. Properties located in Indiana and Ohio accounted for 33.2% and 13.9%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of March 31, 2024, our integrated senior health campuses, OM, SHOP and triple-net leased properties segments accounted for 46.7%, 29.1%, 12.4% and 11.8%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. As of March 31, 2024, none of our tenants at our properties accounted for 10.0% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

18. 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 $1,095,000 and $926,000 for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, there were 1,118,215 and 184,145 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

33

AMERICAN HEALTHCARE REIT, INC.

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

anti-dilutive during these periods. As of both March 31, 2024 and 2023, 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 March 31, 2024 and 2023, there were 395,108 and 19,200 nonvested TBUs 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 March 31, 2024 and December 31, 2023, there were 309,256 and 70,751, respectively, nonvested PBUs outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation. Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The use of the words “we,” “us” or “our” refers to American Healthcare REIT, Inc. and its subsidiaries, including American Healthcare REIT Holdings, LP, except where otherwise noted.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to promote understanding of our results of operations and financial condition. Such discussion is provided as a supplement to, and should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2023 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or SEC, on March 22, 2024. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of March 31, 2024 and December 31, 2023, together with our results of operations and cash flows for the three months ended March 31, 2024 and 2023. Our results of operations and financial condition, as reflected in the accompanying condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors that could affect the ongoing viability of our tenants and residents. During the quarter ended December 31, 2023, we modified how we evaluate our business and make resource allocations, and therefore determined that we operate through four reportable business segments: integrated senior health campuses, outpatient medical, or OM, (which was formerly known as medical office buildings, or MOBs), triple-net leased properties and SHOP. All segment information included in this Quarterly Report on Form 10-Q has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM. The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations.

Forward-Looking Statements

Certain statements contained in this report, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (collectively with the “Securities Act and Exchange Act, or the Acts”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “can,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “possible,” “initiatives,” “focus,” “seek,” “objective,” “goal,” “strategy,” “plan,” “potential,” “potentially,” “preparing,” “projected,” “future,” “long-term,” “once,” “should,” “could,” “would,” “might,” “uncertainty,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC.

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives and prospects, including any future capital-raising initiatives and planned or future acquisitions or dispositions of properties and other assets, including our option to purchase the minority membership interest in Trilogy REIT Holdings; and (ii) statements about our future results of operations, capital expenditures and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs, and regulations or proposed regulations governing the operations and sales of health care properties; the availability of capital; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; changes in interest rates, including uncertainties about whether and when interest rates will continue to increase, and foreign currency risk; competition in the real estate industry; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our investment strategy; cybersecurity incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors’ computer systems and our third-party management companies’ computer systems and/or their vendors’ computer systems; our ability to retain our executive officers and key employees; unexpected labor costs and inflationary pressures; and those risks identified in Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024, this Quarterly Report on Form 10-Q, and any future filings we make with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date on which such statements are made, and undue reliance should not be placed on such statements. We undertake no obligation to update any such statements that may become untrue because of subsequent events. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

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Overview and Background

American Healthcare REIT, Inc., a Maryland corporation, is a self-managed REIT that acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities. We have built a fully-integrated management platform, with approximately 112 employees, that operates clinical healthcare properties throughout the United States, the United Kingdom and the Isle of Man. 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.

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 March 31, 2024 and December 31, 2023, we owned approximately 97.4% and 95.0%, respectively, of the operating partnership units, or OP units, in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited OP units were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our directors; Platform Healthcare Investor TII, LLC; Flaherty Trust; and a wholly-owned subsidiary of Griffin Capital Company, LLC. See Note 11, Redeemable Noncontrolling Interests, and Note 12, Equity — Noncontrolling Interests in Total Equity, to our accompanying condensed consolidated financial statements for a further discussion of the ownership in our operating partnership.

Public Offerings and Listing

We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings. Our initial public offerings were terminated as of April 2019.

On February 9, 2024, pursuant to a Registration Statement filed with the SEC on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. These shares are listed on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024. See Note 12, Equity, to our accompanying condensed consolidated financial statements, for a further discussion of our public offerings.

Following the closing of the 2024 Offering, we are presenting Common Stock, Class T common stock and Class I common stock, or collectively, common stock, as separate classes within our condensed consolidated balance sheets and condensed consolidated statements of equity. Any references to “Common Stock” in this Quarterly Report on Form 10-Q refer to our NYSE-listed shares sold through the 2024 Offering, whereas Class T common stock and Class I common stock refer to classes of common stock that are not listed. This applies to all historical periods presented herein.

Our Real Estate Investments Portfolio

We currently operate through four reportable business segments: integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties. As of March 31, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, representing approximately 19,451,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $4,566,829,000. In addition, as of March 31, 2024, we also owned a real estate-related debt investment purchased for $60,429,000.

Critical Accounting Estimates

Our accompanying condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an ongoing 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,

36

perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024, and there have been no material changes to our Critical Accounting Estimates as disclosed therein, except as included within Note 2, Summary of Significant Accounting Policies, to our accompanying condensed consolidated financial statements.

Interim Unaudited Financial Data

For a discussion of interim unaudited financial data, see Note 2, Summary of Significant Accounting Policies — Interim Unaudited Financial Data, to our accompanying condensed consolidated financial statements. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

Acquisitions and Dispositions in 2024

For a discussion of our acquisitions and dispositions of investments in 2024, see Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations, to our accompanying condensed consolidated financial statements.

Factors Which May Influence Results of Operations

Other than the effects of inflation discussed below, as well as other national economic conditions affecting real estate generally, and as otherwise disclosed in our risk factors, we are not aware of any material trends or uncertainties that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, disposition, management and operation of our properties. For a further discussion of these and other factors that could impact our future results or performance, see “Forward-Looking Statements” above and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q and those Risk Factors previously disclosed in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

Inflation

During the three months ended March 31, 2024 and 2023, inflation has affected our operations. The annual rate of inflation in the United States was 3.5% in March 2024, as measured by the Consumer Price Index. We believe inflation has impacted our operations such that we have experienced, and continue to experience, increases in the cost of labor, services, energy and supplies, and therefore continued inflationary pressures on our integrated senior health campuses and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, we had our RIDEA managers bill higher than average annual rent and care fee increases for existing residents in 2023 and 2024, as compared to prior years, while adjusting market rates as frequently as needed based on competitor pricing and market conditions. We believe this practice will improve operating performance in our integrated senior health campuses and SHOP, as well as increase rent coverage and the stability of our real estate revenue in our triple-net leased properties over time.

For properties that are not operated under a RIDEA structure, there are provisions in the majority of our tenant leases that help us mitigate the impact of inflation. These provisions include negotiated rental increases, which historically range from 2% to 3% per year, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements. However, due to the long-term nature of existing leases, among other factors, the leases may not reset frequently enough to cover inflation.

In addition, inflation also caused, and may continue to cause, an increase in the cost of our variable-rate debt due to rising interest rates. See Item 3, Quantitative and Qualitative Disclosures About Market Risk — Interest Rate Risk, of this Quarterly Report on Form 10-Q for further discussion.

Scheduled Lease Expirations

Excluding our SHOP and integrated senior health campuses, as of March 31, 2024, our properties were 91.0% leased, and, during the remainder of 2024, 6.5% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next twelve months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy. As of March 31, 2024, our remaining weighted average lease term was 6.7 years, excluding our SHOP and integrated senior health campuses.

Our combined SHOP and integrated senior health campuses were 85.5% leased as of March 31, 2024. Substantially all of our leases with residents at such properties are for a term of one year or less.

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Results of Operations

Comparison of Three Months Ended March 31, 2024 and 2023

Our operating results are primarily comprised of income derived from our portfolio of properties and expenses in connection with the acquisition and operation of such properties. Our primary sources of revenue include rent generated by our leased, non-RIDEA properties and resident fees and services revenue from our RIDEA properties. Our primary expenses include property operating expenses and rental expenses. In general, we expect such revenues and expenses related to our portfolio of RIDEA properties to increase in the future due to an overall increase in occupancies, resident fees and pricing of care services provided.

We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. As of March 31, 2024, we operated through four reportable business segments: integrated senior health campuses, OM, SHOP and triple-net leased properties.

The most significant drivers behind changes in our consolidated results of operations for the three months ended March 31, 2024 compared to the corresponding period in 2023 were primarily due to the increase in resident occupancies and billing rates, partially offset by the adverse effect of inflation, which resulted in increases in the cost of labor, services, energy and supplies; our acquisitions and dispositions of investments subsequent to March 31, 2023; and the transition of the operations of certain leased senior housing and skilled nursing facilities from triple-net leased properties to a RIDEA structure. Additional drivers behind the changes in our consolidated results of operations are discussed in more detail below. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions and dispositions during 2024. As of March 31, 2024 and 2023, we owned and/or operated the following types of properties (dollars in thousands):

	March 31,
	2024					2023
	Number of Buildings/ Campuses	Aggregate Contract Purchase Price		Leased % (1)		Number of Buildings/ Campuses	Aggregate Contract Purchase Price		Leased % (1)
Integrated senior health campuses	126	$	1,967,091	86.1	%	122	$	1,909,591	84.6	%
OM	86	1,239,845		88.1	%	104	1,369,596		88.7	%
SHOP	78	889,928		83.9	%	51	804,367		76.4	%
Triple-net leased properties	28	469,965		100	%	37	542,565		100	%
Total/weighted average(2)	318	$	4,566,829	91.0	%	314	$	4,626,119	91.7	%

___________

(1)Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our SHOP and integrated senior health campuses where leased percentage represents resident occupancy of the available units/beds therein.

(2)Weighted average leased percentage excludes our SHOP and integrated senior health campuses.

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Revenues

Our primary sources of revenue include resident fees and services revenue generated by our RIDEA properties and rent from our leased, non-RIDEA properties. For the three months ended March 31, 2024 and 2023, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended health care fees and other ancillary services, and real estate revenue primarily consisted of base rent and expense recoveries. The amount of revenues generated by our RIDEA properties depends principally on our ability to maintain resident occupancy rates. The amount of revenues generated by our non-RIDEA properties is dependent on our ability to maintain tenant occupancy rates of currently leased space and to lease available space at the then existing rental rates. Revenues by reportable segment consisted of the following for the periods then ended (in thousands):

	Three Months Ended March 31,
	2024		2023
Resident Fees and Services Revenue
Integrated senior health campuses	$	393,122	$	361,770
SHOP	58,996		46,860
Total resident fees and services revenue	452,118		408,630
Real Estate Revenue
OM	34,067		37,483
Triple-net leased properties	13,348		6,113
Total real estate revenue	47,415		43,596
Total revenues	$	499,533	$	452,226

Resident Fees and Services Revenue

For our integrated senior health campuses segment, we increased resident fees and services revenue by $31,352,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to: (i) increased resident occupancy and higher resident fees as a result of an increase in billing rates and service levels; and (ii) an increase of $5,864,000 due to the expansion of our customer base, expansion of services offered and increases in billing rates for such services at ancillary business units within Trilogy Investors, LLC, or Trilogy.

For our SHOP segment, resident fees and services revenue increased $12,136,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to: (i) an increase of $7,767,000 due to the acquisition of 14 senior housing properties in February 2024; (ii) an increase of $4,161,000 due to the transitioning of senior housing facilities within the Michigan ALF Portfolio to a RIDEA structure in November 2023; and (iii) an increase of $2,613,000 due to transitioning the SNFs within the Central Wisconsin Senior Care Portfolio to a RIDEA structure in March 2023. The remaining increase in resident fees and services revenue for our SHOP segment was primarily attributable to increased resident occupancy and higher resident fees as a result of an increase in billing rates and service levels. Such increases were partially offset by a decrease of $5,859,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to real estate dispositions within our SHOP segment since March 31, 2023.

Real Estate Revenue

For the three months ended March 31, 2024, real estate revenue within our triple-net leased properties segment increased $7,235,000, as compared to the three months ended March 31, 2023, primarily due to the transitioning of SNFs within the Central Wisconsin Senior Care Portfolio to a RIDEA structure in March 2023 that resulted in the full amortization of $8,073,000 of above-market leases recorded against real estate revenue. Such increase was partially offset by $1,489,000 due to the transitioning of senior housing facilities within Michigan ALF Portfolio to a RIDEA structure in November 2023. Real estate revenue for our OM segment decreased $3,416,000 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to a decrease of $3,402,000 related to dispositions of OM buildings since March 31, 2023.

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Property Operating Expenses and Rental Expenses

Integrated senior health campuses and SHOP typically have a higher percentage of direct operating expenses to revenue than OM buildings and triple-net leased properties due to the nature of RIDEA-type facilities where we conduct day-to-day operations. Property operating expenses and property operating expenses as a percentage of resident fees and services revenue, as well as rental expenses and rental expenses as a percentage of real estate revenue, by reportable segment consisted of the following for the periods then ended (dollars in thousands):

	Three Months Ended March 31,
	2024				2023
Property Operating Expenses
Integrated senior health campuses	$	351,142	89.3	%	$	328,361	90.8	%
SHOP	52,487		89.0	%	41,785		89.2	%
Total property operating expenses	$	403,629	89.3	%	$	370,146	90.6	%
Rental Expenses
OM	$	13,089	38.4	%	$	14,408	38.4	%
Triple-net leased properties	638		4.8	%	787		12.9	%
Total rental expenses	$	13,727	29.0	%	$	15,195	34.9	%

For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the increase in total property operating expenses for our integrated senior health campuses segment was predominately due to: (i) increased occupancy at the facilities within such segment; and (ii) an increase of $8,354,000 within Trilogy’s ancillary business unit due to higher labor costs associated with the expansion of services offered and inflation impacting such costs.

For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, total property operating expenses for our SHOP segment increased primarily due to: (i) an increase of $6,401,000 due to acquisition of 14 senior housing properties in February 2024; (ii) an increase of $5,797,000 due to the transitioning of senior housing facilities within the Michigan ALF Portfolio from triple-net leased properties to a RIDEA structure in November 2023; (iii) an increase of $3,568,000 due to the transitioning of SNFs within the Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure in March 2023; (iv) higher labor costs due to an increase in employee wages; and (v) higher operating expenses as a result of increased occupancy. Such amounts were partially offset by a decrease of $6,631,000 in total property operating expenses for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to real estate dispositions within our SHOP segment since March 31, 2023.

Rental expenses for our OM segment decreased for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to the dispositions of OM buildings since March 31, 2023.

General and Administrative

For the three months ended March 31, 2024, general and administrative expenses were $11,828,000, as compared to $13,053,000 for the three months ended March 31, 2023. The decrease in general and administrative expenses of $1,225,000 was primarily the result of a decrease in professional and legal fees of $1,315,000.

Business Acquisition Expenses

For the three months ended March 31, 2024 and 2023, we recorded business acquisition expenses of $2,782,000 and $332,000, respectively. The increase in such expenses was primarily due to acquisition costs incurred in pursuit of our investment in properties operated under a RIDEA structure and included in our SHOP segment. See Note 3, Real Estate Investments, Net and Business Combinations — Business Combinations, to our accompanying condensed consolidated financial statements for a further discussion of our senior housing facilities acquired in February 2024.

Depreciation and Amortization

For the three months ended March 31, 2024 and 2023, depreciation and amortization was $42,767,000 and $44,670,000, respectively, which primarily consisted of depreciation on our operating properties of $37,135,000 and $35,899,000, respectively, and amortization of our identified intangible assets of $4,997,000 and $7,988,000, respectively.

For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the decrease in depreciation and amortization of $1,903,000 was primarily due to the full amortization of $885,000 of in-place leases related to the transition of SNFs within the Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure in March 2023 and a decrease in depreciation and amortization as a result of real estate dispositions within our SHOP

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and OM segments subsequent to March 31, 2023. Such amounts were partially offset by an increase in depreciation and amortization in our SHOP and integrated senior health campuses segments as a result of real estate acquisitions and capital expenditures in those segments that occurred subsequent to March 31, 2023.

Interest Expense

Interest expense, including gain or loss in fair value of derivative financial instruments, consisted of the following for the periods then ended (in thousands):

	Three Months Ended March 31,
	2024		2023
Interest expense:
Lines of credit and term loan and derivative financial instruments	$	17,210	$	23,269
Mortgage loans payable	14,342		13,160
Amortization of deferred financing costs:
Lines of credit and term loan	633		856
Mortgage loans payable	780		577
Amortization of debt discount/premium, net	1,374		885
(Gain) loss in fair value of derivative financial instruments	(6,417)		195
Loss on extinguishments of debt	1,280		—
Interest on finance lease liabilities	157		91
Interest expense on financing obligations and other liabilities	662		173
Total	$	30,021	$	39,206

The decrease in total interest expense for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to: (i) a decrease in debt balances predominately related to the payoff of $176,145,000 of variable-rate mortgage loans payable and $545,010,000 on our variable-rate lines of credit in February 2024 from the net proceeds received from the 2024 Offering; and (ii) a change from loss to gain in fair value of derivative financial instruments. Such decreases in total interest expense were partially offset by a $1,280,000 loss on extinguishments of debt in 2024 due to the above-mentioned debt payoffs. See Note 6, Other Assets, Net, and Note 7, Mortgage Loans Payable, Net, to our accompanying condensed consolidated financial statements for a further discussion of debt extinguishments.

Gain or Loss on Dispositions of Real Estate Investments

For the three months ended March 31, 2024, we recognized an aggregate net gain on dispositions of our real estate investments of $2,263,000 related to the sale of two OM buildings and one SHOP in 2024. See Note 2, Summary of Significant Accounting Policies — Properties Held for Sale, and Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, to our accompanying condensed consolidated financial statements for further discussion.

For the three months ended March 31, 2023, we recognized an aggregate net loss on dispositions of our real estate investments of $132,000 primarily related to the disposition of one SHOP in Florida.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flows from operations, borrowings under our lines of credit and proceeds from dispositions of real estate investments. For the next 12 months, our principal liquidity needs are to: (i) fund property operating expenses and general and administrative expenses; (ii) meet our debt service requirements (including principal and interest); (iii) fund development activities and capital expenditures; and (iv) make distributions to our stockholders, as required for us to continue to qualify as a REIT. We believe that the sources of liquidity described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

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Material Cash Requirements

Capital Improvement Expenditures

A capital plan for each investment is established upon acquisition that contemplates the estimated capital needs of that investment, including costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include operating cash generated by the investment, capital reserves, a line of credit or other loan established with respect to the investment, other borrowings or additional equity investments from us and joint venture partners. The capital plan for each investment is adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of March 31, 2024, we had $17,077,000 of restricted cash in loan impounds and reserve accounts to fund a portion of such capital expenditures. Based on the budget for the properties we owned as of March 31, 2024, we estimated that unspent discretionary expenditures for capital and tenant improvements as of such date are equal to $62,446,000 for the remaining nine months of 2024, although actual expenditures are dependent on many factors which are not presently known.

Contractual Obligations

The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and lines of credit and term loan; (ii) interest payments on our mortgage loans payable and lines of credit and term loan, excluding the effect of our interest rate swaps; (iii) ground and other lease obligations; and (iv) financing and other obligations as of March 31, 2024 (in thousands):

	Payments Due by Period
	2024		2025-2026		2027-2028		Thereafter		Total
Principal payments — fixed-rate debt	$	43,163	$	296,606	$	160,251	$	582,846	$	1,082,866
Interest payments — fixed-rate debt	29,574		63,560		47,683		311,937		452,754
Principal payments — variable-rate debt	134,554		240,000		550,000		7,700		932,254
Interest payments — variable-rate debt (based on rates in effect as of March 31, 2024)	46,088		84,087		3,014		664		133,853
Ground and other lease obligations	26,936		70,227		71,324		166,314		334,801
Financing obligations and other obligations	4,795		11,212		10,052		31,595		57,654
Total	$	285,110	$	765,692	$	842,324	$	1,101,056	$	2,994,182

Distributions

For information on distributions, see the “Distributions” section below.

Credit Facilities

We are party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. In addition, we are party to an agreement, as amended, regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $400,000,000, or the Trilogy Credit Facility. See Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements for a further discussion.

As of March 31, 2024, our aggregate borrowing capacity under the 2024 Credit Facility and the Trilogy Credit Facility was $1,550,000,000. As of March 31, 2024, our aggregate borrowings outstanding under our credit facilities was $760,000,000, and we had an aggregate of $790,000,000 available on such facilities. We believe that the resources described above will be sufficient to satisfy our cash requirements for the next 12 months and thereafter.

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Cash Flows

The following table sets forth changes in cash flows (in thousands):

	Three Months Ended March 31,
	2024		2023
Cash, cash equivalents and restricted cash — beginning of period	$	90,782	$	111,906
Net cash (used in) provided by operating activities	(5,954)		23,862
Net cash used in investing activities	(5,223)		(33,319)
Net cash provided by (used in) financing activities	44,962		(14,300)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	(36)		80
Cash, cash equivalents and restricted cash — end of period	$	124,531	$	88,229

The following summary discussion of our changes in our cash flows is based on our accompanying condensed consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Operating Activities

For the three months ended March 31, 2024 and 2023, cash flows from operating activities were primarily related to property operations, offset by payments of general and administrative expenses and interest payments on our outstanding indebtedness. The change from net cash provided by operating activities for the three months ended March 31, 2023, to net cash used in operating activities for the three months ended March 31, 2024, was primarily due to the timing of cash receipts and payments. See the “Results of Operations” section above for further discussion.

Investing Activities

For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the decrease in net cash used in investing activities was primarily due to an $11,328,000 decrease in cash paid to acquire real estate investments, a $7,621,000 increase in proceeds from dispositions of real estate investments and a $6,000,000 decrease in investments in unconsolidated entities.

Financing Activities

For the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, the change from net cash used in financing activities to net cash provided by financing activities was primarily due to the closing of the 2024 Offering that resulted in $772,800,000 in gross offering proceeds from the issuance of Common Stock. Such amount was partially offset by the increase in payment of offering costs of $47,534,000 in connection with the 2024 Offering, as well as a change from $34,078,000 of net borrowings under our lines of credit and mortgage loans payable to $630,378,000 of net payments on our lines of credit and mortgage loans payable, primarily using the net proceeds from the 2024 Offering for such paydowns.

Distributions

Our board shall authorize distributions, if any, on a quarterly basis, in such amounts as our board shall determine, and each quarterly record date for the purposes of such distributions shall be determined and authorized by our board in the last month of each calendar quarter until such time as our board changes our distribution policy. On November 14, 2022, our board suspended our DRIP offering beginning with distributions declared, if any, for the quarter ending December 31, 2022. As a result of the suspension of our DRIP, unless and until our board reinstates our DRIP offering, stockholders who are current participants in our DRIP were or will be paid distributions in cash.

Since the first quarter of 2023, our board has authorized a quarterly distribution equal to $0.25 per share to holders of our common stock, which we expect will continue to be paid in the future, though we cannot guarantee that our distributions will continue at the current value. Such quarterly distributions were equal to an annualized distribution rate of $1.00 per share and paid in cash, only from legally available funds. The amount of the quarterly distributions paid to our common stockholders was determined by our board and was dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our qualification as a REIT under the Code.

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The following tables reflect distributions we paid for the three months ended March 31, 2024 and 2023, and the sources of distributions as compared to cash flows from operations or funds from operations attributable to controlling interest, or FFO, a non-GAAP financial measure (dollars in thousands):

	Three Months Ended March 31,
	2024				2023
Distributions paid in cash	$	16,596			$	26,492
Sources of distributions:
Cash flows from operations	$	—	—	%	$	23,862	90.1	%
Proceeds from borrowings	16,596		100		2,630		9.9
	$	16,596	100	%	$	26,492	100	%

	Three Months Ended March 31,
	2024				2023
Distributions paid in cash	$	16,596			$	26,492
Sources of distributions:
FFO attributable to controlling interest	$	16,596	100	%	$	11,691	44.1	%
Proceeds from borrowings	—		—		14,801		55.9
	$	16,596	100	%	$	26,492	100	%

As of March 31, 2024, any distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and some portion of a distribution to our stockholders may have been paid from borrowings. For a further discussion of FFO, including a reconciliation of our GAAP net loss to FFO, see “Funds from Operations and Normalized Funds from Operations” below.

Mortgage Loans Payable, Net

For a discussion of our mortgage loans payable, see Note 7, Mortgage Loans Payable, Net, to our accompanying condensed consolidated financial statements.

Lines of Credit and Term Loan

For a discussion of our lines of credit and term loan, see Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

REIT Requirements

In order to maintain our qualification as a REIT for U.S. federal income tax purposes, we are required to distribute to our stockholders a minimum of 90.0% of our REIT taxable income. Existing Internal Revenue Service, or IRS, guidance includes a safe harbor pursuant to which publicly offered REITs can satisfy the distribution requirement by distributing a combination of cash and stock to stockholders. In general, to qualify under the safe harbor, each stockholder must elect to receive either cash or stock, and the aggregate cash component of the distribution to stockholders must represent at least 20.0% of the total distribution. In the event that there is a shortfall in net cash available due to factors including, without limitation, the timing of such distributions or the timing of the collection of receivables, we may seek to obtain capital to make distributions by means of secured and unsecured debt financing through one or more unaffiliated third parties. We may also make distributions with cash from capital transactions including, without limitation, the sale of one or more of our properties.

Commitments and Contingencies

For a discussion of our commitments and contingencies, see Note 10, Commitments and Contingencies, to our accompanying condensed consolidated financial statements.

Debt Service Requirements

A significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of March 31, 2024, we had $1,255,120,000 of fixed-rate and variable-rate mortgage loans payable outstanding secured by our properties. As of March 31, 2024, we had $760,000,000 outstanding, and $790,000,000 remained available under our lines of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.90% per annum as

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of March 31, 2024. See Note 7, Mortgage Loans Payable, Net, and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

We are required by the terms of certain loan documents to meet various financial and non-financial covenants, such as leverage ratios, net worth ratios, debt service coverage ratios and fixed charge coverage ratios. As of March 31, 2024, we were in compliance with all such covenants and requirements on our mortgage loans payable and our lines of credit and term loan. If any future covenants are violated, we anticipate seeking a waiver or amending the debt covenants with the lenders when and if such event should occur. However, there can be no assurances that management will be able to effectively achieve such plans.

Funds from Operations and Normalized Funds from Operations

Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, a non-GAAP financial measure, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. The use of funds from operations is recommended by the REIT industry as a supplemental performance measure, and our management uses FFO to evaluate our performance over time. FFO is not equivalent to our net income (loss) as determined under GAAP.

We define FFO, a non-GAAP financial measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, or the White Paper. The White Paper defines funds from operations as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest, and impairment writedowns of certain real estate assets and investments, plus depreciation and amortization related to real estate, and after adjustments for unconsolidated partnerships and joint ventures. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that impairments are based on estimated future undiscounted cash flows. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations. Our FFO calculation complies with NAREIT’s policy described above.

Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate-related depreciation and amortization and impairments, provides a further understanding of our operating performance to investors, industry analysts and our management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs, which may not be immediately apparent from net income (loss).

We define normalized FFO attributable to controlling interest, or Normalized FFO, as FFO further adjusted for the following items included in the determination of GAAP net income (loss): expensed acquisition fees and costs, which we refer to as business acquisition expenses; amounts relating to changes in deferred rent and amortization of above- and below-market leases; the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairment of intangible assets and goodwill; amortization of closing costs on debt security investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis.

However, FFO and Normalized FFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) as an indicator of our operating performance, GAAP cash flows from operations as an indicator of our liquidity or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and Normalized FFO measures and the adjustments to GAAP in calculating FFO and Normalized FFO. Presentation of this information is intended to provide useful information to investors, industry analysts and management as they compare the operating performance used by the REIT industry, although it should be noted that not all REITs calculate funds from operations and normalized funds from operations the same way, so comparisons with other REITs may not be meaningful. FFO and Normalized FFO should be reviewed in conjunction with other measurements as an indication of our performance. None of the SEC, NAREIT, or any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or Normalized FFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and we would have to adjust our calculation and characterization of FFO or Normalized FFO.

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The following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to FFO and Normalized FFO for the periods presented below (in thousands except for share and per share amounts):

	Three Months Ended March 31,
	2024		2023
Net loss	$	(3,004)	$	(27,615)
Depreciation and amortization related to real estate — consolidated properties	42,729		44,632
Depreciation and amortization related to real estate — unconsolidated entities	186		63
(Gain) loss on dispositions of real estate investments, net — consolidated properties	(2,263)		132
Net (income) loss attributable to noncontrolling interests	(888)		1,743
Gain on re-measurement of previously held equity interest	—		(726)
Depreciation, amortization, impairments, net gain/loss on dispositions and gain on re-measurement — noncontrolling interests	(5,462)		(6,538)
NAREIT FFO attributable to controlling interest	$	31,298	$	11,691
Business acquisition expenses	$	2,782	$	332
Amortization of above- and below-market leases	426		8,675
Amortization of closing costs — debt security investments	76		65
Change in deferred rent	(589)		(60)
Non-cash impact of changes to equity instruments	1,935		1,072
Capitalized interest	(134)		(26)
Loss on debt extinguishments	1,280		—
(Gain) loss in fair value of derivative financial instruments	(6,417)		195
Foreign currency loss (gain)	426		(1,008)
Adjustments for unconsolidated entities	(110)		(74)
Adjustments for noncontrolling interests	125		(633)
Normalized FFO attributable to controlling interest	$	31,098	$	20,229
Weighted average common shares outstanding — basic and diluted	104,295,142		66,026,173
Net loss per common share attributable to controlling interest — basic and diluted	$	(0.04)	$	(0.39)
NAREIT FFO per common share attributable to controlling interest — basic and diluted	$	0.30	$	0.18
Normalized FFO per common share attributable to controlling interest — basic and diluted	$	0.30	$	0.31

Net Operating Income

Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, business acquisition expenses, depreciation and amortization, interest expense, gain or loss on dispositions, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income and income tax benefit or expense.

NOI is not equivalent to our net income (loss) as determined under GAAP and may not be a useful measure in measuring operational income or cash flows. Furthermore, NOI should not be considered as an alternative to net income (loss) as an indication of our operating performance or as an alternative to cash flows from operations as an indication of our liquidity. NOI should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss). NOI should be reviewed in conjunction with other measurements as an indication of our performance. Investors are also cautioned that NOI should only be used to assess our operational performance in periods in which we have not incurred or accrued any business acquisition expenses.

We believe that NOI is an appropriate supplemental performance measure to reflect the performance of our operating assets because NOI excludes certain items that are not associated with the operations of the properties. We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount.

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To facilitate understanding of this financial measure, the following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure, to NOI for the periods presented below (in thousands):

	Three Months Ended March 31,
	2024		2023
Net loss	$	(3,004)	$	(27,615)
General and administrative	11,828		13,053
Business acquisition expenses	2,782		332
Depreciation and amortization	42,767		44,670
Interest expense	30,021		39,206
(Gain) loss on dispositions of real estate investments, net	(2,263)		132
Loss from unconsolidated entities	1,205		306
Gain on re-measurement of previously held equity interest	—		(726)
Foreign currency loss (gain)	426		(1,008)
Other income	(1,863)		(1,608)
Income tax expense	278		143
Net operating income	$	82,177	$	66,885

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk. There were no material changes in our market risk exposures, or in the methods we use to manage market risk, from those that were provided for in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

Interest Rate Risk

We are exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire and develop properties and other investments. Our interest rate risk is monitored using a variety of techniques. Our interest rate risk management objectives are to limit the impact of interest rate increases on earnings, prepayment penalties and cash flows and to lower overall borrowing costs while taking into account variable interest rate risk. To achieve our objectives, we may borrow or lend at fixed or variable rates.

We have entered into, and may continue to enter into, derivative financial instruments, such as interest rate swaps and interest rate caps, in order to mitigate our interest rate risk on a related financial instrument. We have not elected, and may continue to not elect, to apply hedge accounting treatment to these derivatives; therefore, changes in the fair value of interest rate derivative financial instruments were recorded as a component of interest expense in gain or loss in fair value of derivative financial instruments in our accompanying condensed consolidated statements of operations and comprehensive loss. As of March 31, 2024, our interest rate swaps are recorded in other assets in our accompanying condensed consolidated balance sheet at their aggregate fair value of $5,491,000. We do not enter into derivative transactions for speculative purposes. For information on our interest rate swaps, see Note 9, Derivative Financial Instruments, and Note 13, Fair Value Measurements, to our accompanying condensed consolidated financial statements, for a further discussion on our interest rate swaps.

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As of March 31, 2024, the table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes, excluding the effect of our interest rate swaps (dollars in thousands):

	Expected Maturity Date
	2024			2025			2026			2027			2028			Thereafter			Total			Fair Value
Assets
Debt security held-to-maturity	$	—		$	93,433		$	—		$	—		$	—		$	—		$	93,433		$	93,323
Weighted average interest rate on maturing fixed-rate debt security	—		%	4.24		%	—		%	—		%	—		%	—		%	4.24		%	—
Liabilities
Fixed-rate debt — principal payments	$	43,163		$	138,275		$	158,331		$	55,125		$	105,126		$	582,846		$	1,082,866		$	916,661
Weighted average interest rate on maturing fixed-rate debt	3.59		%	4.30		%	3.02		%	3.47		%	4.34		%	3.59		%	3.66		%	—
Variable-rate debt — principal payments	$	134,554		$	240,000		$	—		$	550,000		$	—		$	7,700		$	932,254		$	933,478
Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of March 31, 2024)	8.18		%	8.13		%	—		%	6.66		%	—		%	7.57		%	7.27		%	—

Debt Security Investment, Net

As of March 31, 2024, the net carrying value of our debt security investment was $87,984,000. As we expect to hold our debt security investment to maturity and the amounts due under such debt security investment are limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our debt security investment, would have a significant impact on our operations. See Note 13, Fair Value Measurements, to our accompanying condensed consolidated financial statements, for a discussion of the fair value of our investment in a held-to-maturity debt security. The effective interest rate on our debt security investment was 4.24% per annum as of March 31, 2024.

Mortgage Loans Payable, Net and Lines of Credit and Term Loan

Mortgage loans payable were $1,255,120,000 ($1,228,435,000, net of discount/premium and deferred financing costs) as of March 31, 2024. As of March 31, 2024, we had 90 fixed-rate mortgage loans payable and 5 variable-rate mortgage loans payable with effective interest rates ranging from 2.21% to 8.18% per annum and a weighted average effective interest rate of 4.27%. In addition, as of March 31, 2024, we had $760,000,000 ($754,101,000, net of deferred financing fees) outstanding under our lines of credit and term loan, at a weighted average interest rate of 7.08% per annum.

As of March 31, 2024, the weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.90% per annum. An increase in the variable interest rate on our variable-rate mortgage loans payable and lines of credit and term loan constitutes a market risk. As of March 31, 2024, a 0.50% increase in the market rates of interest would have increased our overall annualized interest expense on all of our other variable-rate mortgage loans payable and lines of credit by $925,000, or 0.9% of total annualized interest expense on our mortgage loans payable and lines of credit and term loan. See Note 7, Mortgage Loans Payable, Net and Note 8, Lines of Credit and Term Loan, to our accompanying condensed consolidated financial statements.

Other Market Risk

In addition to changes in interest rates and foreign currency exchange rates, the value of our future investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants and residents, which may affect our ability to refinance our debt if necessary.

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Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily are required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of March 31, 2024 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of March 31, 2024, were effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting. There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

For a discussion of our legal proceedings, see Note 10, Commitments and Contingencies — Litigation, to our accompanying condensed consolidated financial statements.

Item 1A. Risk Factors.

There were no material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024, other than as set forth below.

Compliance with new federal minimum staffing requirements may increase operating costs for our skilled nursing tenants and operators, and failure to comply with such requirements may result in financial or other regulatory penalties or reputational harm.

In April 2024, the Centers for Medicare & Medicaid Services of the U.S. Department of Health & Human Services finalized new nursing home staffing rules, including a total nurse staffing standard that requires facilities to provide a minimum number of hours per day of total direct nursing care to residents and a requirement to have a registered nurse onsite 24 hours a day, seven days a week, to provide skilled nursing care. These new requirements have a staggered implementation timeframe based on geographic location. As these new rules are implemented over time, the operating costs of our skilled nursing tenants within our triple-net leased properties and SHOP segments and our integrated senior health campuses segment may increase which will negatively impact the profitability of both our tenants’ businesses and our business. Our skilled nursing tenants and operators may also have difficulty in staffing and maintaining the required staffing at our facilities, and may not qualify for the specified hardship exemptions. If we or our tenants are unable to comply with the new rules, we may face monetary penalties or other regulatory enforcement action as well as reputational harm.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Sales of Unregistered Securities

None.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

AHR Incentive Plan

In January 2024, we repurchased 431 shares of our common stock, for an aggregate of $14,000, at a repurchase price of $31.40 per share in order to satisfy minimum statutory withholding tax obligations associated with the vesting of restricted stock awards issued pursuant to the AHR Incentive Plan.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the period covered by this report, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

Item 6. Exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended March 31, 2024 (and are numbered in accordance with Item 601 of Regulation S-K).

3.1	Fourth Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated October 1, 2021 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No. 000-55775) filed October 1, 2021 and incorporated herein by reference)
3.2	Articles Supplementary (Common Stock Reclassification) of American Healthcare REIT, Inc., dated January 26, 2024 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No. 000-55775) filed January 30, 2024 and incorporated herein by reference)

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3.3	Articles Supplementary (Subtitle 8 Opt-Out) of American Healthcare REIT, Inc., dated February 7, 2024 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-41951) filed February 12. 2024 and incorporated herein by reference)
10.1	Membership Interest Purchase Agreement by and among GAHC3 Trilogy JV, LLC, American Healthcare REIT, Inc., Trilogy Holdings NT-HCI, LLC and NorthStar Healthcare Income Operating Partnership, LP, dated as of November 3, 2023 (included as Exhibit 10.1 of our Current Report on Form 8-K (File No. 000-55775) filed November 7, 2023 and incorporated herein by reference)
10.2	Form of Executive Listing Equity Award Agreement (incorporated by reference to Exhibit 10.26 to the Pre-Effective Amendment No. 4 to American Healthcare REIT, Inc.'s Registration Statement on Form S-11 (No. 333-267464) filed on January 29, 2024)
10.3	Form of Independent Director Listing Equity Award Agreement (incorporated by reference to Exhibit 10.27 to the Pre-Effective Amendment No. 4 to American Healthcare REIT, Inc.'s Registration Statement on Form S-11 (No. 333-267464) filed on January 29, 2024)
10.4	Second Amended and Restated Credit Agreement, dated February 14, 2024, by and among American Healthcare REIT Holdings, LP, American Healthcare REIT, Inc. and certain subsidiaries thereof, Bank of America, N.A., KeyBank, National Association, Citizens Bank, National Association, Bank of the West, Fifth Third Bank, National Association, Barclays Bank, PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Morgan Stanley Bank, N.A., Royal Bank of Canada, Fifth Third Bank, National Association, Regions Bank, Truist Bank, Keybanc Capital markets and BofA Securities, Inc. (included as Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-41951) filed February 21, 2024 and incorporated herein by reference)
10.5*	Letter Agreement, dated February 14, 2024, by and among American Healthcare REIT Holdings, LP, GAHC3 Trilogy JV, LLC, American Healthcare REIT, Inc., Trilogy Holdings NT-HCI, LLC and Nicholas Balzo
31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

*

Filed herewith.

**

Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		American Healthcare REIT, Inc. (Registrant)
May 14, 2024	By:	/s/ DANNY PROSKY
Date		Danny Prosky
		Chief Executive Officer, President and Director
		(Principal Executive Officer)
May 14, 2024	By:	/s/ BRIAN S. PEAY
Date		Brian S. Peay
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

52

EX-10.5

Exhibit 10.5

AMERICAN HEALTHCARE REIT HOLDINGS, LP

c/o American Healthcare REIT, Inc.

18191 Von Karman Ave., Third Floor

Irvine, California 92612

February 14, 2024

Trilogy Holdings NT-HCI, LLC

c/o NorthStar Healthcare Income, Inc.

16 East 34th Street, 18th Floor

New York, NY 10016

Attention: Legal Department

Re:    Intercompany Loan

Ladies and Gentlemen:

This letter agreement (this “Letter”) is made as of February 14, 2024, by and among (i) American Healthcare REIT Holdings, LP, a Delaware limited partnership (“AHR OP”), (ii) Trilogy Holdings NT-HCI, LLC, a Delaware limited liability company (“NHI”), (iii) for purposes of Section 5 hereof, GAHC3 Trilogy JV, LLC, a Delaware limited liability company (“GAHC3”), (iv) for purposes of Section 5 hereof, American Healthcare REIT, Inc., a Maryland corporation (“AHR”), and (v) Nicholas Balzo, an individual (“Balzo,” and together with AHR OP, NHI, GAHC3 and AHR, the “Parties”).

In consideration of the mutual covenants and promises of the Parties and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Definitions. For purposes of this Letter, the following terms have the meanings set forth below:

(a)“Borrower” means Trilogy Property Holdings, LLC.

(b)“Loan Transactions” means the transactions expressly contemplated by the Note.

(c)“MIPA” means the Membership Interest Purchase Agreement, dated as of November 3, 2023, by and among GAHC3, AHR, NHI and NorthStar Healthcare Income Operating Partnership LP.

(d)“Note” means that certain Loan Commitment Note issued by the Borrower, as borrower thereunder, to AHR OP, as lender thereunder, in the form attached hereto as Exhibit A, which Note shall be a general unsecured obligation of the Borrower.

(e)“Trilogy Investors” means Trilogy Investors, LLC, a Delaware limited liability company.

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(f)“Trilogy REIT” means Trilogy REIT Holdings, LLC, a Delaware limited liability company.

(g)“Trilogy REIT LLCA” means the First Amended and Restated Limited Liability Company Agreement of Trilogy REIT, dated as of October 1, 2018.

2.Approval of Note and Loan Transactions. Subject to the terms and conditions set forth herein:

(a)NHI hereby agrees to approve, in its capacity as a Member (as defined in the Trilogy REIT LLCA) of Trilogy REIT, the Note and the consummation of the Loan Transactions by executing concurrently herewith the letter agreement in the form attached hereto as Exhibit B (the “Trilogy REIT Member Consent”).

(b)Balzo hereby agrees to approve, in his capacity as a member of the board of directors of Trilogy Investors, the Note and the consummation of the Loan Transactions by executing concurrently herewith the Unanimous Written Consent of the Board of Directors in Lieu of a Meeting in the form attached hereto as Exhibit C (the “Trilogy Investors Board Consent” and together with the Trilogy REIT Member Consent, the “Consents”).

3.Additional Agreements. Subject to Section 7 hereof:

(a)AHR OP hereby agrees to cause any proceeds drawn under the Note, as and when drawn, to be used to repay or prepay, as applicable, (i) first, any amounts outstanding under that certain Loan Commitment Note dated January 19, 2024, made by Trilogy Investors with AHR OP, at which point such Loan Commitment Note will be terminated and cease to have any force or effect and (ii) thereafter, any existing indebtedness of Trilogy Investors or its subsidiaries with interest rates equal to or greater than the then applicable interest rate under the Note.

(b)AHR OP acknowledges and agrees that (i) any amounts outstanding under the Note shall be included in the calculation of Trilogy REIT’s loan to value ratio and (ii) in no event shall Trilogy REIT’s loan to value (when viewing Trilogy REIT and its subsidiaries together as one person) exceed 60% at any time without the written consent of NHI. AHR OP further agrees that, upon the prior written request of NHI, it shall cause Trilogy Investors to promptly provide information with respect to the amounts outstanding under the Note, along with the applicable interest rate, as well as a calculation of Trilogy REIT’s loan to value ratio (when viewing Trilogy REIT and its subsidiaries together as one person).

(c)AHR OP hereby agrees that it will not amend or modify, waive any provision of, extend (other than in accordance with the existing extension options set forth in the Note through September 30, 2025), terminate or assign the Note without the prior written consent of NHI.

(d)AHR OP hereby agrees that it will not exercise any rights or remedies in connection with a default of the Borrower under the Note, including without limitation any election to accelerate amounts outstanding under the Note or to charge interest at the default rate thereunder, without the prior written consent of NHI.

2

(e)AHR OP will only permit the Borrower to repay or prepay principal amounts outstanding under the Note with available cash flow of Borrower or its subsidiaries or the proceeds of a debt financing with Trilogy Investors and/or any of its subsidiaries as borrower(s) with one or more lenders that are not affiliated with AHR OP. For the avoidance of doubt, GAHC3 shall not be entitled to call capital from the Members of Trilogy REIT in order to fund any repayment or prepayment of the Note.

4.Fees.

(a)AHR OP hereby agrees that it will pay, or cause to be paid, to NHI a cash fee in the amount of $1,000,000 upon AHR OP’s receipt of all of the following: (i) all executed counterparts to this Letter; and (ii) all executed counterparts to the Consents.

(b)AHR OP hereby agrees that it will pay, or cause to be paid, to NHI a cash fee in the amount of $1,500,000 upon each extension of the Maturity Date under the Note.

5.MIPA Amendments.

(a)NHI, GAHC3 and AHR hereby agree to amend Article 1 (Definitions) of the MIPA to include the following new definitions (in alphabetical order) therein:

“Loan Consent Fee” means the fee due under Section 4(a) of the Trilogy Loan Letter Agreement.”

“Loan Extension Fee” means a fee due under Section 4(b) of the Trilogy Loan Letter Agreement.”

“Trilogy Loan Letter Agreement” means the letter agreement, dated as of February 14, 2024, by and among American Healthcare REIT Holdings, LP, Seller, Buyer, Issuer and Nicholas Balzo.”

(b)NHI, GAHC3 and AHR hereby agree to amend and restate Section 2.2 (Purchase Consideration) of the MIPA as follows:

“Section 2.2    Purchase Consideration. The aggregate consideration for the Purchased Company Interests (including for any membership interests and units of the Company held by Seller’s permitted transferees thereof) will consist of (a) an amount in cash equal to (i) the Cash Consideration, less (ii) the First Extension Fee, if paid, less (iii) the Second Extension Fee, if paid, less (iv) the Loan Consent Fee, if paid, less (v) each Loan Extension Fee, if paid, plus (b) the Equity Consideration, if any, plus (c) an amount in cash equal to the Supplemental Payment Amount, if any (collectively, the “Purchase Consideration”).”

6.Failure to Comply. Subject to Section 7 hereof, if (a) AHR OP fails to comply with Sections 3 or 4 of this Letter or (b) the Note is not repaid in full on or prior to the Maturity Date, then AHR OP must promptly pay NHI a cash amount equal to $10,000,000. Any such payment hereunder shall be without prejudice to any other remedies at law or in equity to which NHI might

3

otherwise be entitled as a result of any breach or failure to perform by AHR OP or GAHR3 under this Letter or the Trilogy REIT LLCA, as applicable.

7.Termination. Subject to the following sentence, this Letter will automatically terminate and be of no further force or effect from and after such time as NHI ceases to be a Member of Trilogy REIT (including as a result of the consummation of the Closing (as defined in the MIPA)). Notwithstanding the foregoing, the terms of Sections 5 and 8 hereof will survive any termination of this Letter, and any obligations of AHR OP to pay amounts to NHI under Section 4 or Section 6 hereof that are due but unpaid at such termination shall continue to be due and owing following such termination.

8.Miscellaneous.

(a)This Letter (together with all exhibits referred to herein) constitutes the entire agreement of the Parties with respect to the subject matter of this Letter and supersedes all prior agreements, undertakings and understandings, both written and oral, relating to the subject matter hereof. No provision of this Letter may be amended, supplemented, modified or waived except by a written instrument making specific reference hereto signed by AHR OP and NHI. In case any one or more of the provisions contained in this Letter are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Letter.

(b)This Letter and all claims arising hereunder (in tort, contract or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. Any claims or litigation (in tort, contract or otherwise) will be brought solely in the courts located in the State of Delaware.

(c)Subject to the following sentence, this Letter is for the sole benefit of the Parties, and no other person or entity will have any rights under this Letter. Notwithstanding the foregoing, Balzo will have no rights to enforce any provision of this Letter.

(d)This Letter may be executed in one or more counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter by facsimile or e-mail will be as effective as delivery of a manually executed counterpart.

[Signature Pages Follows]

4

CONFIDENTIAL

IN WITNESS WHEREOF, the undersigned have executed this Letter as of the date first written above.

AHR OP:

AMERICAN HEALTHCARE REIT HOLDINGS, LP

By: Continental Merger Sub, LLC, its General Partner

By: American Healthcare REIT, Inc., its Sole Member

By: /s/ Danny Prosky    

Name: Danny Prosky

Title: Chief Executive Officer and President

[Signature Page to Letter Agreement]

GAHC3:

(for purposes of Section 5 hereof)

GAHC3 TRILOGY JV, LLC

By: American Healthcare REIT Holdings, LP, its Sole Member

By: Continental Merger Sub, LLC, its General Partner

By: American Healthcare REIT, Inc., its Sole Member

By: /s/ Danny Prosky    

Name: Danny Prosky

Title: Chief Executive Officer and President

6

AHR:

(for purposes of Section 5 hereof)

AMERICAN HEALTHCARE REIT, INC.

By: /s/ Danny Prosky    

Name: Danny Prosky

Title: Chief Executive Officer and President

7

NHI:

TRILOGY HOLDINGS NT-HCI, LLC

By: /s/ Kendall Young    

Name: Kendall Young

Title: Chief Executive Officer

8

BALZO:

/s/ Nicholas Balzo    

Nicholas Balzo

9

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Danny Prosky, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Healthcare REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2024	By:	/s/ DANNY PROSKY
Date		Danny Prosky
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Brian S. Peay, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Healthcare REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 14, 2024	By:	/s/ BRIAN S. PEAY
Date		Brian S. Peay
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of American Healthcare REIT, Inc., or the Company, hereby certifies, to his knowledge, that:

(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 14, 2024	By:	/s/ DANNY PROSKY
Date		Danny Prosky
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of American Healthcare REIT, Inc., or the Company, hereby certifies, to his knowledge, that:

(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 14, 2024	By:	/s/ BRIAN S. PEAY
Date		Brian S. Peay
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-41951
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	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001632970
Current Fiscal Year End Date	--12-31
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AHR
Security Exchange Name	NYSE
Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		65,372,222
Common Class T
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,601,476
Common Class I
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		46,673,320

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
ASSETS
Real estate investments, net		$ 3,478,773	$ 3,425,438
Debt security investment, net		87,984	86,935
Cash and cash equivalents		77,026	43,445
Restricted cash		47,505	47,337
Accounts and other receivables, net		215,881	185,379
Identified intangible assets, net		187,814	180,470
Goodwill		234,942	234,942
Operating lease right-of-use assets, net		221,575	227,846
Other assets, net		151,930	146,141
Total assets		4,703,430	4,577,933
Liabilities:
Mortgage loans payable, net	[1]	1,228,435	1,302,396
Lines of credit and term loan, net	[1]	759,308	1,223,967
Accounts payable and accrued liabilities	[1]	257,283	242,905
Identified intangible liabilities, net		5,805	6,095
Financing obligations	[1]	41,101	41,756
Operating lease liabilities	[1]	219,767	225,502
Security deposits, prepaid rent and other liabilities	[1]	48,933	76,134
Total liabilities		2,560,632	3,118,755
Commitments and contingencies
Redeemable noncontrolling interests		11,636	33,843
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		3,275,252	2,548,307
Accumulated deficit		(1,313,190)	(1,276,222)
Accumulated other comprehensive loss		(2,468)	(2,425)
Total stockholders’ equity		1,960,899	1,270,321
Noncontrolling interests		170,263	155,014
Total equity		2,131,162	1,425,335
Total liabilities, redeemable noncontrolling interests and equity		4,703,430	4,577,933
Common Stock
Stockholders’ equity:
Common stock		644	0
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 March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)		Mar. 31, 2024	Dec. 31, 2023
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]	$ 759,308,000	$ 1,223,967,000
Common Stock
Common stock, par value (usd per share)		$ 0.01
Common Stock, shares authorized		700,000,000	0
Common stock, shares issued (in shares)		65,372,222	0
Common stock, shares outstanding		65,372,222	0
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 (in shares)		19,552,425	19,552,856
Common stock, shares outstanding		19,552,425	19,552,856
Common Class I
Common stock, par value (usd per share)		$ 0.01	$ 0.01
Common Stock, shares authorized		100,000,000	800,000,000
Common stock, shares issued (in shares)		46,673,320	46,673,320
Common stock, shares outstanding		46,673,320	46,673,320
2024 Credit Agreement | Line of Credit
Lines of credit and term loan, net		$ 550,000,000
2022 Credit Agreement | Line of Credit
Lines of credit and term loan, net			$ 914,900,000

[1] Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Resident fees and services	$ 452,118	$ 408,630
Real estate revenue	47,415	43,596
Total revenues	499,533	452,226
Expenses:
Property operating expenses	403,629	370,146
Rental expenses	13,727	15,195
General and administrative	11,828	13,053
Business acquisition expenses	2,782	332
Depreciation and amortization	42,767	44,670
Total expenses	474,733	443,396
Other income (expense):
Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments)	(36,438)	(39,011)
Gain (loss) in fair value of derivative financial instruments	6,417	(195)
Gain (loss) on dispositions of real estate investments, net	2,263	(132)
Loss from unconsolidated entities	(1,205)	(306)
Gain on re-measurement of previously held equity interest	0	726
Foreign currency (loss) gain	(426)	1,008
Other income	1,863	1,608
Total net other expense	(27,526)	(36,302)
Loss before income taxes	(2,726)	(27,472)
Income tax expense	(278)	(143)
Net loss	(3,004)	(27,615)
Net (income) loss attributable to noncontrolling interests	(888)	1,743
Net loss attributable to controlling interest	$ (3,892)	$ (25,872)
Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest — basic (in dollars per share)	$ (0.04)	$ (0.39)
Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest — diluted (in dollars per share)	$ (0.04)	$ (0.39)
Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding — basic (in shares)	104,295,142	66,026,173
Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding — diluted (in shares)	104,295,142	66,026,173
Other comprehensive (loss) income:
Foreign currency translation adjustments	$ (43)	$ 122
Total other comprehensive (loss) income	(43)	122
Comprehensive loss	(3,047)	(27,493)
Comprehensive (income) loss attributable to noncontrolling interests	(888)	1,743
Comprehensive loss attributable to controlling interest	$ (3,935)	$ (25,750)

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands		Total	Total Stockholders' Equity	Common Stock Common Class I	Common Stock Common Class T	Common Stock Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Beginning balance, shares at Dec. 31, 2022				46,675,367	19,535,095
Beginning balance Stockholders' Equity at Dec. 31, 2022		$ 1,567,765	$ 1,400,091	$ 467	$ 194		$ 2,540,424	$ (1,138,304)	$ (2,690)	$ 167,674
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of nonvested restricted common stock, shares					1,956
Amortization of nonvested restricted common stock and stock units		1,051	1,051				1,051
Stock based compensation		21								21
Repurchase of common stock, shares				(1,681)	(429)
Repurchase of common stock		(78)	(78)				(78)
Distributions to noncontrolling interests		(3,102)								(3,102)
Reclassification of noncontrolling interests to or from equity mezzanine equity		(21)								(21)
Adjustment to value of redeemable noncontrolling interests		5,043	4,902				4,902			141
Distributions declared		(16,565)	(16,565)					(16,565)
Net (loss) income	[1]	(27,247)	(25,872)					(25,872)		(1,375)
Other comprehensive income (loss)		122	122						122
Ending balance, shares at Mar. 31, 2023				46,673,686	19,536,622
Ending balance Stockholders' Equity at Mar. 31, 2023		1,526,989	1,363,651	$ 467	$ 194		2,546,299	(1,180,741)	(2,568)	163,338
Beginning balance, shares at Dec. 31, 2023				46,673,320	19,552,856	0
Beginning balance Stockholders' Equity at Dec. 31, 2023		1,425,335	1,270,321	$ 467	$ 194	$ 0	2,548,307	(1,276,222)	(2,425)	155,014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)						64,400,000
Issuance of common stock		772,800	772,800			$ 644	772,156
Offering costs — common stock		(53,542)	(53,542)				(53,542)
Issuance of nonvested restricted common stock, shares						972,222
Amortization of nonvested restricted common stock and stock units		1,914	1,914				1,914
Stock based compensation		21								21
Repurchase of common stock, shares					(431)
Repurchase of common stock		(14)	(14)				(14)
Purchase of noncontrolling interest		(441)	(478)				(478)			37
Distributions to noncontrolling interests		(992)								(992)
Reclassification of noncontrolling interests to or from equity mezzanine equity		15,282								15,282
Adjustment to value of redeemable noncontrolling interests		6,901	6,909				6,909			(8)
Distributions declared		(33,076)	(33,076)					(33,076)
Net (loss) income	[1]	(2,983)	(3,892)					(3,892)		909
Other comprehensive income (loss)		(43)	(43)						(43)
Ending balance, shares at Mar. 31, 2024				46,673,320	19,552,425	65,372,222
Ending balance Stockholders' Equity at Mar. 31, 2024		$ 2,131,162	$ 1,960,899	$ 467	$ 194	$ 644	$ 3,275,252	$ (1,313,190)	$ (2,468)	$ 170,263

[1] For the three months ended March 31, 2024 and 2023, amounts exclude $(21) and $(368), respectively, of net (loss) attributable to redeemable noncontrolling interests. See Note 11, Redeemable Noncontrolling Interests, for further discussion.

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Distribution per share (in usd per share)	$ 0.25	$ 0.25
Net income (loss) attributable to redeemable noncontrolling interest	$ (21)	$ (368)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,004)	$ (27,615)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	42,767	44,670
Other amortization	11,799	20,370
Deferred rent	(1,132)	(1,090)
Stock based compensation	1,935	1,072
(Gain) loss on dispositions of real estate investments, net	(2,263)	132
Loss from unconsolidated entities	1,205	306
Gain on re-measurement of previously held equity interest	0	(726)
Foreign currency loss (gain)	434	(1,063)
Loss on extinguishments of debt	1,280	0
Change in fair value of derivative financial instruments	(6,417)	195
Changes in operating assets and liabilities:
Accounts and other receivables	(32,116)	(7,119)
Other assets	(9,736)	(3,489)
Accounts payable and accrued liabilities	(1,866)	1,790
Operating lease liabilities	(8,893)	(9,328)
Security deposits, prepaid rent and other liabilities	53	5,757
Net cash (used in) provided by operating activities	(5,954)	23,862
CASH FLOWS FROM INVESTING ACTIVITIES
Developments and capital expenditures	(19,886)	(21,500)
Proceeds from dispositions of real estate investments	14,522	6,901
Acquisitions of real estate investments	(352)	(11,680)
Acquisition of previously held equity interest	0	(335)
Investments in unconsolidated entities	0	(6,000)
Issuance of real estate notes receivable	(7,753)	0
Principal repayments on real estate notes receivable	8,383	0
Real estate and other deposits	(137)	(705)
Net cash used in investing activities	(5,223)	(33,319)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under mortgage loans payable	15,535	7,700
Payments on mortgage loans payable	(181,190)	(5,122)
Borrowings under the lines of credit and term loan	147,600	113,600
Payments on the lines of credit and term loan	(612,323)	(82,100)
Payments on financing and other obligations	(782)	(733)
Deferred financing costs	(5,838)	(1,048)
Proceeds from issuance of common stock	772,800	0
Payment of offering costs	(47,534)	(3)
Distributions paid to common stockholders	(16,596)	(26,492)
Repurchase of common stock	(14)	(78)
Purchase of noncontrolling interest	(441)	0
Distributions to noncontrolling interests	(991)	(4,076)
Redemption of noncontrolling interests	(25,312)	(15,803)
Security deposits	48	(145)
Net cash provided by (used in) financing activities	44,962	(14,300)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	33,785	(23,757)
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(36)	80
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period	90,782	111,906
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period	124,531	88,229
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	124,531	88,229
Cash and cash equivalents at beginning of period	43,445	65,052
Restricted cash at beginning of period	47,337	46,854
Cash and cash equivalents at end of period	77,026	41,346
Restricted cash at end of period	47,505	46,883
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for: Interest	35,617	37,424
Cash paid for: Income taxes	157	383
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued developments and capital expenditures	24,127	26,102
Capital expenditures from financing and other obligations	353	0
Tenant improvement overage	1,553	0
Acquisition of real estate investments with assumed mortgage loans payable, net of debt discount	91,472	0
Reclassification of noncontrolling interest from mezzanine equity, net	15,282	0
Distributions declared but not paid to common stockholders	32,900	16,554
Distributions declared but not paid — limited partnership units	875	875
Distributions declared but not paid — restricted stock units	294	68
Accrued offering costs	2,446	1,255
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	343	(952)
Other assets, net	(3,749)	162
Accounts payable and accrued liabilities	(12)	548
Financing obligations	0	12
Security deposits and other liabilities	$ (236)	$ 312

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Organization and Description of Business

3 Months Ended

Mar. 31, 2024

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 acquires, owns and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing, skilled nursing facilities, or SNFs, and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). Our healthcare facilities operated under a RIDEA structure include our senior housing operating properties, or SHOP, and our integrated senior health campuses. We have originated and acquired secured loans and may also originate and acquire other real estate-related investments on an infrequent and opportunistic basis. We 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.

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 March 31, 2024 and December 31, 2023, we owned 97.4% and 95.0%, respectively, of the partnership units, or OP units, in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited OP units were owned by AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, the non-executive Chairman of our board of directors, or our board, Danny Prosky, our Chief Executive Officer, President and director, and Mathieu B. Streiff, one of our directors; Platform Healthcare Investor TII, LLC; Flaherty Trust; and a wholly owned subsidiary of Griffin Capital Company, LLC, or collectively, the Limited Partners. 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 and Listing

We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our distribution reinvestment plan, or DRIP, offerings. Our initial public offerings were terminated as of April 2019.

On February 9, 2024, pursuant to a Registration Statement filed with the United States Securities and Exchange Commission, or SEC, on Form S-11 (File No. 333-267464), as amended, we closed our underwritten public offering, or the 2024 Offering, through which we issued 64,400,000 shares of Common Stock, for a total of $772,800,000 in gross offering proceeds. Such amounts include the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. These shares are listed on the New York Stock Exchange, or NYSE, under the trading symbol “AHR” and began trading on February 7, 2024.

Following the closing of the 2024 Offering, we are presenting Common Stock, Class T common stock and Class I common stock, or collectively, common stock, as separate classes within our condensed consolidated balance sheets and condensed consolidated statements of equity. Any references to “Common Stock” in this Quarterly Report on Form 10-Q refer to our NYSE-listed shares sold through the 2024 Offering, whereas Class T common stock and Class I common stock refer to our classes of common stock that are not NYSE-listed. This applies to all historical periods presented herein.

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 four reportable business segments: integrated senior health campuses, outpatient medical, or OM, SHOP and triple-net leased properties. As of March 31, 2024, we owned and/or operated 318 buildings and integrated senior health campuses, representing approximately 19,451,000 square feet of gross leasable area, for an aggregate contract

purchase price of $4,566,829,000. In addition, as of March 31, 2024, we also owned a real estate-related debt investment purchased for $60,429,000.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

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.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2024 and December 31, 2023, we owned a 97.4% and 95.0%, respectively, general partnership interest therein, and the remaining 2.6% and 5.0%, respectively, limited partnership interest was owned by the Limited Partners.

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 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

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 ongoing 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 March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Over time	$	324,517	$	57,620	$	382,137	$	298,850	$	45,613	$	344,463
Point in time	68,605		1,376		69,981		62,920		1,247		64,167
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

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

	Three Months Ended March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Private and other payors	$	184,322	$	51,176	$	235,498	$	169,678	$	43,850	$	213,528
Medicare	120,349		1,243		121,592		126,466		311		126,777
Medicaid	88,451		6,577		95,028		65,626		2,699		68,325
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

___________

(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 daily, per resident 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 and Other Payors		Medicare		Medicaid		Total
Beginning balance — January 1, 2024	$	66,218	$	51,260	$	30,799	$	148,277
Ending balance — March 31, 2024	73,716		71,142		31,529		176,387
Increase	$	7,498	$	19,882	$	730	$	28,110

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, 2024	$	23,372
Ending balance — March 31, 2024	22,590
Decrease	$	(782)

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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	17,037	$	14,071
Additional allowances	6,603		4,037
Write-offs	(3,258)		(1,890)
Recoveries collected or adjustments	(1,856)		(1,827)
Ending balance	$	18,526	$	14,391

Properties Held for Sale

We classify a property or group of operating properties as held for sale in the period when certain criteria are met, such as we commit to a plan to sell the property and have determined that the sale is probable. Upon classification of a property as held for sale, we record the property at the lower of its carrying amount or fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated.

Our properties held for sale are included in other assets, net in our accompanying condensed consolidated balance sheets. On January 25, 2024, we disposed of one of our SHOP that was held for sale for a contract sales price of $4,500,000 and recognized a gain on sale of $645,000. For the three months ended March 31, 2023, we did not dispose of any held for sale properties. See Note 3, Real Estate Investments, Net and Business Combinations — Dispositions of Real Estate Investments, for a further discussion of our property dispositions.

Accounts Payable and Accrued Liabilities

As of March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $46,931,000 and $42,698,000, respectively, insurance reserves of $44,691,000 and $44,548,000, respectively, accrued distributions to common stockholders of $32,900,000 and $16,557,000, respectively, and accrued property taxes of $24,374,000 and $23,549,000, respectively.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. Such disclosure amendments include the requirement for public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively; however, retrospective application is permitted. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The final rules require a registrant to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks, as well as a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities; material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition. The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers. In April 2024, the SEC stayed the final rules in response to legal challenges to the rules. As a result, it is not clear whether current compliance deadlines will be extended once the litigation is resolved. We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures.

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Real Estate Investments, Net and Business Combinations

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023 (in thousands):

	March 31, 2024		December 31, 2023
Building, improvements and construction in process	$	3,666,999	$	3,604,299
Land and improvements	349,061		335,946
Furniture, fixtures and equipment	245,278		237,350
	4,261,338		4,177,595
Less: accumulated depreciation	(782,565)		(752,157)
	$	3,478,773	$	3,425,438

Depreciation expense for the three months ended March 31, 2024 and 2023 was $37,135,000 and $35,899,000, respectively.

The following is a summary of our capital expenditures by reportable segment for the three months ended March 31, 2024 (in thousands):

	Three Months Ended March 31, 2024
Integrated senior health campuses	$	5,766
OM	4,934
SHOP	2,937
Triple-net leased properties	—
Total	$	13,637

Included in the capital expenditure amounts above are costs for the development and expansion of our integrated senior health campuses. For the three months ended March 31, 2024, we completed the development of one integrated senior health campus for $18,969,000.

Dispositions of Real Estate Investments

For the three months ended March 31, 2024, we disposed of two OM buildings that were included in real estate investments in our accompanying condensed consolidated balance sheets. We recognized a total aggregate net gain on such dispositions of $1,618,000. The following is a summary of such dispositions (dollars in thousands):

Location	Number of Buildings	Type	Date Disposed	Contract Sales Price
Marietta, GA	1	OM	01/16/24	$	6,674
Homewood, AL	1	OM	03/18/24	4,462
Total	2			$	11,136

Business Combinations

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in our SHOP segment. These properties are part of the underlying collateral pool of real estate assets securing our debt security investment, as defined and described in Note 4. We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default. The aggregated principal balance of such assumed mortgage loans payable was $94,461,000 at the time of acquisition. No cash consideration was exchanged as part of the transactions; however, we incurred transaction costs of $3,112,000 related to the acquisition of such properties. See Note 4, Debt Security Investment, Net, for a further discussion.

On February 15, 2023, we, through a majority-owned subsidiary of Trilogy, acquired from an unaffiliated third party, a 60.0% controlling interest in a privately held company, Memory Care Partners, LLC, or MCP, that operated integrated senior health campuses located in Kentucky. 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 for the three months ended March 31, 2023.

Based on quantitative and qualitative considerations, such business combinations were not material to us individually or in the aggregate and therefore, pro forma financial information is not provided. 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 three months ended March 31, 2024 and 2023 (in thousands):

	2024 Acquisition		2023 Acquisition
Building and improvements	$	64,350	$	—
Land	14,210		—
In-place leases	12,912		—
Goodwill	—		3,331
Furniture, fixtures and equipment	—		39
Cash and restricted cash	—		565
Accounts receivable, net	343		—
Other assets	9		66
Total assets acquired	91,824		4,001
Mortgage loans payable (including debt discount of $2,989)	(91,472)		—
Accounts payable and accrued liabilities	(352)		(1,676)
Financing obligations	—		(12)
Security deposits and other liabilities	—		(812)
Total liabilities assumed	(91,824)		(2,500)
Net assets acquired	$	—	$	1,501

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Debt Security Investment, Net

3 Months Ended

Mar. 31, 2024

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 an aggregate 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.

On February 1, 2024, we acquired a portfolio of 14 senior housing properties in Oregon from an unaffiliated third party, which properties are included in the underlying collateral pool of real estate assets securing our debt security investment. We acquired such properties by assuming the outstanding principal balance of each related mortgage loan payable from one of the borrowers since such borrower was in default. We did not grant any concessions to such borrower, and the carrying value of our debt security investment at the time of acquisition did not exceed the fair value of such properties. See Note 3, Real Estate Investments, Net and Business Combinations, for a further discussion of such acquisition.

As of March 31, 2024 and December 31, 2023, the carrying amount of the debt security investment was $87,984,000 and $86,935,000, respectively, net of unamortized closing costs of $413,000 and $489,000, respectively. Accretion on the debt security for the three months ended March 31, 2024 and 2023 was $1,125,000 and $1,020,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. Amortization expense of closing costs for the three months ended March 31, 2024 and 2023 was $76,000 and $65,000, respectively, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss. We evaluated credit quality indicators such as the agency ratings and the underlying collateral of such investment in order to determine expected future credit loss. No credit loss was recorded for the three months ended March 31, 2024 and 2023.

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Intangibles

3 Months Ended

Mar. 31, 2024

Intangible Assets and Liabilities [Abstract]

Intangibles

5. Identified Intangible Assets and Liabilities

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

	March 31, 2024		December 31, 2023
Amortized intangible assets:
In-place leases, net of accumulated amortization of $37,431 and $35,437 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.2 years and 7.7 years as of March 31, 2024 and December 31, 2023, respectively)	$	50,552	$	42,615
Above-market leases, net of accumulated amortization of $7,462 and $7,079 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.4 years and 7.5 years as of March 31, 2024 and December 31, 2023, respectively)	15,189		15,905
Customer relationships, net of accumulated amortization of $972 and $934 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 12.4 years and 12.7 years as of March 31, 2024 and December 31, 2023, respectively)	1,868		1,906
Unamortized intangible assets:
Certificates of need	99,938		99,777
Trade names	20,267		20,267
Total identified intangible assets, net	$	187,814	$	180,470
Amortized intangible liabilities:
Below-market leases, net of accumulated amortization of $2,950 and $2,831 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively)	$	5,805	$	6,095
Total identified intangible liabilities, net	$	5,805	$	6,095

Amortization expense on identified intangible assets for the three months ended March 31, 2024 and 2023 was $5,713,000 and $17,071,000, respectively, which included $716,000 and $9,083,000, respectively, of amortization recorded as a decrease to real estate revenue for above-market leases in our accompanying condensed consolidated statements of operations and comprehensive loss. In March 2023, we transitioned our SNFs within Central Wisconsin Senior Care Portfolio from triple-net leased properties to a RIDEA structure, which resulted in a full amortization of $8,073,000 of above-market leases and $885,000 of in-place leases.

Amortization expense on below-market leases for the three months ended March 31, 2024 and 2023 was $290,000 and $408,000, respectively, which is recorded as an increase to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

The aggregate weighted average remaining life of the identified intangible assets was 6.7 years and 7.8 years as of March 31, 2024 and December 31, 2023, respectively. The aggregate weighted average remaining life of the identified intangible liabilities was 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, estimated amortization expense on the identified intangible assets and liabilities for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31, and thereafter was as follows (in thousands):

	Amortization Expense
Year	Intangible Assets		Intangible Liabilities
2024	$	18,094	$	(782)
2025	9,522		(956)
2026	7,727		(840)
2027	7,203		(825)
2028	6,150		(709)
Thereafter	18,913		(1,693)
Total	$	67,609	$	(5,805)

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Other Assets, Net

3 Months Ended

Mar. 31, 2024

Other Assets [Abstract]

Other Assets, Net

6. Other Assets, Net

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

	March 31, 2024		December 31, 2023
Deferred rent receivables	$	48,541	$	47,540
Prepaid expenses, deposits, other assets and deferred tax assets, net	32,729		33,204
Inventory — finished goods	20,741		19,472
Investments in unconsolidated entities	19,411		20,611
Lease commissions, net of accumulated amortization of $7,500 and $7,231 as of March 31, 2024 and December 31, 2023, respectively	17,442		17,565
Derivative financial instruments	5,491		1,463
Deferred financing costs, net of accumulated amortization of $7,117 and $8,494 as of March 31, 2024 and December 31, 2023, respectively	5,207		3,830
Lease inducement, net of accumulated amortization of $2,632 and $2,544 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of March 31, 2024 and December 31, 2023, respectively)	2,368		2,456
Total	$	151,930	$	146,141

Deferred financing costs included in other assets, net were related to the Trilogy Credit Facility, as defined in Note 8, as well as the senior unsecured revolving credit facility portions of the 2022 Credit Facility and 2024 Credit Facility. For the three months ended March 31, 2024, in connection with the replacement of the 2022 Credit Facility with the 2024 Credit Facility, we incurred an aggregate loss of $565,000 on the extinguishment of part of the senior unsecured revolving credit facility, which formed part of the 2022 Credit Facility. Such loss on extinguishment of debt is recorded as an increase to interest expense in our accompanying condensed consolidated statements of operations and comprehensive loss, and was due to the partial write-off of unamortized deferred financing costs related to the senior unsecured revolving credit facility portion of the 2022 Credit Facility. See Note 8, Lines of Credit and Term Loan, for further discussion of our lines of credit. Amortization expense on lease inducement for both the three months ended March 31, 2024 and 2023 was $88,000, which is recorded as a decrease to real estate revenue in our accompanying condensed consolidated statements of operations and comprehensive loss.

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Mortgage Loans Payable, Net

3 Months Ended

Mar. 31, 2024

Mortgage Loans Payable, Net [Abstract]

Mortgage Loans Payable, Net

7. Mortgage Loans Payable, Net

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

	March 31, 2024		December 31, 2023
Total fixed-rate debt (90 loans and 76 loans as of March 31, 2024 and December 31, 2023, respectively)	$	1,082,865	$	990,325
Total variable-rate debt (5 loans and 13 loans as of March 31, 2024 and December 31, 2023, respectively)	172,255		335,988
Total fixed- and variable-rate debt	1,255,120		1,326,313
Less: deferred financing costs, net	(10,864)		(9,713)
Add: premium	151		167
Less: discount	(15,972)		(14,371)
Mortgage loans payable, net	$	1,228,435	$	1,302,396

Based on interest rates in effect as of March 31, 2024 and December 31, 2023, effective interest rates on mortgage loans payable ranged from 2.21% to 8.18% per annum and 2.21% to 8.46% per annum, respectively, with a weighted average effective interest rate of 4.27% and 4.72%, respectively. We are required by the terms of certain loan documents to meet certain reporting requirements and covenants, such as net worth ratios, fixed charge coverage ratios and leverage ratios.

The following table reflects the changes in the carrying amount of mortgage loans payable, net for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	1,302,396	$	1,229,847
Additions:
Borrowings under mortgage loans payable	15,535		7,700
Assumption of mortgage loans payable due to acquisition of real estate investments, net	91,472		—
Amortization of deferred financing costs	780		577
Amortization of discount/premium on mortgage loans payable, net	1,374		885
Deductions:
Scheduled principal payments on mortgage loans payable	(5,045)		(5,122)
Early payoff of mortgage loans payable	(176,145)		—
Deferred financing costs	(1,932)		(142)
Ending balance	$	1,228,435	$	1,233,745

For the three months ended March 31, 2024, we incurred an aggregate loss on the early extinguishment of a mortgage loan payable of $715,000, 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 approximately $176,145,000 of mortgage loans payable using the net proceeds from the 2024 Offering. For the three months ended March 31, 2023, we did not incur any gain or loss on the extinguishment of mortgage loans payable.

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

Year	Amount
2024	$	177,717
2025	168,275
2026	158,331
2027	55,125
2028	105,126
Thereafter	590,546
Total	$	1,255,120

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Lines of Credit and Term Loan

3 Months Ended

Mar. 31, 2024

Line of Credit Facility [Abstract]

Lines Of Credit and Term Loan

8. Lines of Credit and Term Loan

2022 Credit Facility

We, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, collectively as guarantors, were party to an amended agreement, or the 2022 Credit Agreement, with Bank of America, N.A., or Bank of America, KeyBank National Association, or KeyBank, Citizens Bank, National Association, or Citizens Bank, and the lenders named therein, which provided for a credit facility with an aggregate maximum principal amount up to $1,050,000,000, or the 2022 Credit Facility. The 2022 Credit Facility consisted of a senior unsecured revolving credit facility in the initial aggregate amount of $500,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $550,000,000.

As of December 31, 2023, borrowings outstanding under the 2022 Credit Facility totaled $914,900,000, and the weighted average interest rate on such borrowings outstanding was 7.08% per annum. Under the terms of the 2022 Credit Agreement, the revolving loans would have matured on January 19, 2026, and the term loan would have matured on January 19, 2027. On February 14, 2024, the 2022 Credit Agreement was amended and restated in its entirety. See below for a further discussion.

2024 Credit Facility

On February 14, 2024, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and our company, collectively as guarantors, entered into an agreement, or the 2024 Credit Agreement, that amended, restated, superseded and replaced the 2022 Credit Agreement with Bank of America, KeyBank, Citizens Bank and a syndicate of other banks, as lenders, to obtain a credit facility with an aggregate maximum principal amount up to $1,150,000,000, or the 2024 Credit Facility. The 2024 Credit Facility consists of a senior unsecured revolving credit facility in the initial aggregate amount of $600,000,000 and a senior unsecured term loan facility in the initial aggregate amount of $550,000,000. The proceeds of loans made under the 2024 Credit Facility may be used for general corporate purposes including for working capital, capital expenditures, refinancing existing indebtedness and other corporate purposes not inconsistent with obligations under the 2024 Credit Agreement. We may also obtain up to $25,000,000 in the form of standby letters of credit pursuant to the 2024 Credit Facility. Unless defined herein, all capitalized terms under this “2024 Credit Facility” subsection are defined in the 2024 Credit Agreement.

Under the terms of the 2024 Credit Agreement, the Revolving Loans mature on February 14, 2028, and may be extended for one 12-month period, subject to the satisfaction of certain conditions, including payment of an extension fee. The Term Loan matures on January 19, 2027, and may not be extended. The maximum principal amount of the 2024 Credit Facility may be increased by an aggregate incremental amount of $600,000,000, subject to: (i) the terms of the 2024 Credit Agreement and (ii) at least five business days’ prior written notice to Bank of America.

At our option, the 2024 Credit Facility bears interest at varying rates based upon (i) Daily SOFR, plus the Applicable Rate for Daily SOFR Rate Loans or (ii) Term SOFR, plus the Applicable Rate for Term SOFR Rate Loans. If, under the terms of the 2024 Credit Agreement, there is an inability to determine the Daily SOFR or the Term SOFR, then the 2024 Credit Facility will bear interest at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.

We are required to pay a fee on the unused portion of the lenders’ commitments under the 2024 Credit Agreement computed at (a) 0.25% per annum if the actual daily Commitment Utilization Percentage for such quarter is less than or equal to 50% and (b) 0.20% per annum if the actual daily Commitment Utilization Percentage for such quarter is greater than 50%, which fee shall be computed on the actual daily amount of the Available Commitments during the period for which payment is made and payable in arrears on a quarterly basis.

The 2024 Credit Agreement requires us to add additional subsidiaries as guarantors in the event the value of the assets owned by the subsidiary guarantors falls below a certain threshold as set forth in the 2024 Credit Agreement. In the event of default, Bank of America has the right to terminate the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions under the 2024 Credit Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans and all interest accrued and unpaid thereon.

As of March 31, 2024, our aggregate borrowing capacity under the 2024 Credit Facility was $1,150,000,000, excluding the $25,000,000 standby letters of credit described above. As of March 31, 2024, borrowings outstanding under the 2024 Credit Facility totaled $550,000,000 ($549,308,000, net of deferred financing costs related to the senior unsecured term loan facility portion of the 2024 Credit Facility), and the weighted average interest rate on such borrowings outstanding was 6.66% per annum.

Trilogy Credit Facility

We, through Trilogy RER, LLC, are party to an amended loan agreement, or the Trilogy Credit Agreement, among certain subsidiaries of Trilogy OpCo, LLC, Trilogy RER, LLC, and Trilogy Pro Services, LLC; KeyBank; CIT Bank, N.A.; Regions Bank; KeyBanc Capital Markets, Inc.; Regions Capital Markets; Bank of America; The Huntington National Bank; and a syndicate of other banks, as lenders named therein, with respect to a senior secured revolving credit facility that had an aggregate maximum principal amount of $400,000,000, consisting of: (i) a $365,000,000 secured revolver supported by real estate assets and ancillary business cash flow and (ii) a $35,000,000 accounts receivable revolving credit facility supported by eligible accounts receivable, or the Trilogy Credit Facility. The proceeds of the Trilogy Credit Facility may be used for acquisitions, debt repayment and general corporate purposes. The maximum principal amount of the Trilogy Credit Facility could be increased by up to $100,000,000, for a total principal amount of $500,000,000, subject to certain conditions. Unless defined herein, all capitalized terms under this “Trilogy Credit Facility” subsection are defined in the Trilogy Credit Agreement, as amended.

The Trilogy Credit Facility is due to mature on June 5, 2025. At our option, the 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 March 31, 2024 and December 31, 2023, our aggregate borrowing capacity under the Trilogy Credit Facility was $400,000,000. As of March 31, 2024 and December 31, 2023, borrowings outstanding under the Trilogy Credit Facility totaled $210,000,000 and $309,823,000, respectively, and the weighted average interest rate on such borrowings outstanding was 8.17% and 8.20% per annum, respectively.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2024

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 variable-rate debt. We recorded such derivative financial instruments in our accompanying condensed consolidated balance sheets as either an asset or a liability, as applicable, measured at fair value. The following table lists the derivative financial instruments held by us as of March 31, 2024 and December 31, 2023, which were included in other assets and other liabilities in our accompanying condensed consolidated balance sheets (dollars in thousands):

							Fair Value
Instrument	Notional  Amount		Index	Interest Rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023
Swap	$	275,000	One Month Term SOFR	3.74%	02/01/23	01/19/26	$	3,868	$	1,463
Swap	275,000		One Month Term SOFR	4.41%	08/08/23	01/19/26	642		(2,178)
Swap	200,000		One Month Term SOFR	4.40%	01/05/24	06/05/25	981		(211)
	$	750,000					$	5,491	$	(926)

As of both March 31, 2024 and December 31, 2023, none of our derivative financial instruments were designated as hedges. Derivative financial instruments not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements. For the three months ended March 31, 2024 and 2023, we recorded a net gain (loss) in the fair value of derivative financial instruments of $6,417,000 and ($195,000), respectively, as a decrease (increase) 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 the fair value of our derivative financial instruments.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

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 adverse effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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Redeemable Noncontrolling Interests

3 Months Ended

Mar. 31, 2024

Temporary Equity [Abstract]

Redeemable Noncontrolling Interests

11. Redeemable Noncontrolling Interests

As of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4% and 95.0%, respectively, general partnership interest in our operating partnership, and the remaining 2.6% and 5.0%, respectively, limited partnership interest in our operating partnership was owned by the Limited Partners. Some of the limited partnership units outstanding, which accounted for approximately 1.0% of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed consolidated balance sheet. Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control, and the carrying amount of such interests is now presented within noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet as of March 31, 2024. Further, additional paid-in capital was adjusted to reflect such change in presentation of the Limited Partners interests. See Note 12, Equity — Noncontrolling Interests in Total Equity, for a further discussion.

As of March 31, 2024 and December 31, 2023, we, through Trilogy REIT Holdings LLC, or Trilogy REIT Holdings, in which we indirectly hold a 76.0% ownership interest, owned approximately 99.3% and 97.5%, respectively, of the outstanding equity interests of Trilogy Investors, LLC, or Trilogy. As of March 31, 2024 and December 31, 2023, certain members of Trilogy’s management and certain members of an advisory committee to Trilogy’s board of directors owned approximately 0.7% and 2.5%, respectively, of the outstanding equity interests of Trilogy. We accounted for such equity interests as redeemable noncontrolling interests or other liabilities in our accompanying condensed consolidated balance sheets in accordance with FASB, Accounting Standards Codification, or ASC, Topic 480-10-S99-3A, given certain features associated with such equity interests. In January 2024, we redeemed equity interests in Trilogy that were accounted for as other liabilities and owned by a current member of Trilogy’s advisory committee for $25,312,000 in cash. In April 2024, we redeemed all the remaining equity interests in Trilogy owned by members of Trilogy management and certain members of Trilogy’s advisory committee, including the redemption of Trilogy Profit Interests, as defined and described at Note 12, Equity — Noncontrolling Interests in Total Equity — Other Noncontrolling Interests, for an aggregate $10,771,000 in cash. For the three months ended March 31, 2023, we redeemed a portion of the equity interests owned by certain members of Trilogy’s management for an aggregate of $15,870,000.

As of March 31, 2024 and December 31, 2023, we own, through our operating partnership, approximately 98.0% of the joint ventures with an affiliate of Meridian Senior Living, LLC, or Meridian, that own Pinnacle Beaumont ALF and Pinnacle Warrenton ALF. The noncontrolling interests held by Meridian have redemption features outside of our control and are accounted for as redeemable noncontrolling interests in our accompanying condensed consolidated balance sheets.

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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	33,843	$	81,598
Reclassification from equity	21		21
Reclassification to equity	(15,303)		—
Distributions	(3)		(454)
Redemption of redeemable noncontrolling interests	—		(15,870)
Adjustment to redemption value	(6,901)		(5,043)
Net loss attributable to redeemable noncontrolling interests	(21)		(368)
Ending balance	$	11,636	$	59,884

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Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

12. Equity

Preferred Stock

Pursuant to our charter, we are authorized to issue 200,000,000 shares of our preferred stock, $0.01 par value per share. As of both March 31, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Common Stock

Pursuant to our charter, as amended, we are authorized to issue 1,000,000,000 shares of our common stock, $0.01 par value per share, whereby 200,000,000 shares are classified as Class T common stock, 100,000,000 shares are classified as Class I common stock and 700,000,000 shares are classified as Common Stock without any designation as to class or series. We issued an aggregate 65,445,557 shares of Class T common stock and Class I common stock, for a total of $2,737,716,000 in gross offering proceeds, since February 26, 2014 in our initial public offerings and our DRIP offerings. Our initial public offerings were terminated as of April 2019.

On February 9, 2024, we closed the 2024 Offering and issued 64,400,000 shares of Common Stock, $0.01 par value per share, for a total of $772,800,000 in gross offering proceeds, including the exercise in full of the underwriters’ overallotment option to purchase up to an additional 8,400,000 shares of Common Stock. In conjunction with the 2024 Offering, such shares of Common Stock were listed on the NYSE and began trading on February 7, 2024. We received $724,625,000 in net proceeds, after deducting the underwriting discount, which was primarily used to repay $176,145,000 of mortgage loans payable and $545,010,000 on our lines of credit in February 2024. The underwriting discount and other costs related to the 2024 Offering were offset against gross proceeds received and included as a component of additional paid-in capital in our accompanying condensed consolidated balance sheet as of March 31, 2024.

Our Class T common stock and Class I common stock are identical to our Common Stock, except that such shares are not currently listed on the NYSE or any other national securities exchange. Six months after the listing of our Common Stock for trading on the NYSE, on August 5, 2024, each share of our Class T common stock and Class I common stock will automatically, and without any stockholder action, convert into one share of our listed Common Stock.

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, 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 will be paid distributions in cash.

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 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, commencing with the quarter ended December 31, 2022, will not be processed, will be considered canceled in full and will not be considered outstanding repurchase requests.

We did not repurchase any shares of our common stock pursuant to our share repurchase plan for the three months ended March 31, 2024. For the three months ended March 31, 2023, we repurchased 1,681 shares of common stock for an aggregate of $62,000 at a repurchase price of $37.16 per share, pursuant to our share repurchase plan. Such repurchase requests were submitted prior to the suspension of our share repurchase plan.

Noncontrolling Interests in Total Equity

Membership Interest in Trilogy REIT Holdings

As of March 31, 2024 and December 31, 2023, Trilogy REIT Holdings owned approximately 99.3% and 97.5%, respectively, of Trilogy. We are the indirect owner of a 76.0% interest in Trilogy REIT Holdings pursuant to an amended joint venture agreement with an indirect, wholly-owned subsidiary of NorthStar Healthcare Income, Inc., or NHI. We serve as the managing member of Trilogy REIT Holdings. As of both March 31, 2024 and December 31, 2023, NHI indirectly owned a

24.0% membership interest in Trilogy REIT Holdings, and as such, for the three months ended March 31, 2024 and 2023, 24.0% of the net earnings of Trilogy REIT Holdings were allocated to noncontrolling interests.

On November 3, 2023, we entered into a Membership Interest Purchase Agreement, or the MIPA, with subsidiaries of NHI, which provides us with the option to purchase their 24.0% minority membership interest in Trilogy REIT Holdings. If we exercise this purchase option, we will own 100% of Trilogy REIT Holdings, which will in turn result in us indirectly owning 100% of Trilogy. Subject to our first satisfying certain closing conditions, the option is exercisable for a closing before September 30, 2025 assuming that we exercise both extension options described below. If we exercise our purchase option, the all-cash purchase price would be $247,000,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024 and would increase to $260,000,000 if we consummate the purchase on or after January 1, 2025.

The MIPA also allows us (at our election), instead of paying all cash, to consummate the purchase transaction by using a combination of cash and the issuance of new Series A Cumulative Convertible Preferred Stock, $0.01 par value per share, or our Convertible Preferred Stock, as purchase price consideration. We must pay at least a minimum amount of the purchase price in cash, in which case we would pay the remaining amount in shares of our Convertible Preferred Stock. The minimum cash amount will be $24,700,000 if we consummate the purchase from April 1, 2024 to and including December 31, 2024, or $26,000,000 if we consummate the purchase on or after January 1, 2025. If issued, our Convertible Preferred Stock will be perpetual, will have a cumulative cash dividend with an initial annual rate of 4.75% (on the liquidation preference per share of $25.00 of our Convertible Preferred Stock) and will be redeemable by us at any time. The annual dividend rate will increase over time, and the redemption price will vary based on the date of redemption. In addition, holders of shares of our Convertible Preferred Stock will have the right, at any time on or after July 1, 2026 and from time to time, to convert some or all of such shares into shares of our common stock, subject to certain customary exceptions. As of March 31, 2024, we did not exercise the purchase option pursuant to the MIPA.

Other Noncontrolling Interests

In connection with our acquisition and operation of Trilogy, profit interest units in Trilogy, or the Profit Interests, were issued to Trilogy Management Services, LLC and independent directors of Trilogy, both unaffiliated third parties that manage or direct the day-to-day operations of Trilogy. The Profit Interests consisted of time-based or performance-based commitments. The time-based Profit Interests were measured at their grant date fair value and vested in increments of 20.0% on each anniversary of the respective grant date over a five-year period. We amortized the time-based Profit Interests on a straight-line basis over the vesting periods, which were recorded to general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss. The performance-based Profit Interests were measured at their fair value on the adoption date of ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, using a modified retrospective approach, were subject to a performance commitment and would have vested upon liquidity events as defined in the Profit Interests agreements. The nonvested awards were presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheets, and were re-classified to redeemable noncontrolling interests upon vesting as they had redemption features outside of our control, similar to the common stock units held by Trilogy’s management. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

For both the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to the time-based Profit Interests of $21,000. In April 2024, we redeemed all the remaining Profit Interests for cash. See Note 11, Redeemable Noncontrolling Interests, for a further discussion of our redemption of the Profit Interests.

As of December 31, 2023, we owned an 86.0% interest in a consolidated limited liability company that owned Lakeview IN Medical Plaza. On February 6, 2024, we purchased the remaining 14.0% membership interest in the consolidated limited liability company that owned Lakeview IN Medical Plaza from an unaffiliated third party for a contract purchase price of $441,000. In connection with such purchase and as of such date, we own a 100% interest in such limited liability company. As such, from January 1, 2024 through February 5, 2024, and for the three months ended March 31, 2023, 14.0% of the net earnings of Lakeview IN Medical Plaza were allocated to noncontrolling interests in our accompanying condensed consolidated statements of operations and comprehensive loss.

As discussed in Note 1, Organization and Description of Business, as of March 31, 2024 and December 31, 2023, we, through our direct and indirect subsidiaries, owned a 97.4% and 95.0%, respectively, general partnership interest in our operating partnership and the remaining 2.6% and 5.0%, respectively, limited OP units in our operating partnership were owned by the Limited Partners. Some of the limited partnership units outstanding, which accounted for approximately 1.0% of our total operating partnership units outstanding as of December 31, 2023, had redemption features outside of our control and were accounted for as redeemable noncontrolling interests presented outside of permanent equity in our accompanying condensed

consolidated balance sheets. Upon the closing of the 2024 Offering and listing of our Common Stock on the NYSE, such redemption features are no longer outside of our control and we reclassed the remaining carrying amount of such redeemable noncontrolling interests as of such date to noncontrolling interests in total equity. Therefore, as of March 31, 2024, 2.6% of our total operating partnership units outstanding is presented as noncontrolling interests in total equity in our accompanying condensed consolidated balance sheet. See Note 11, Redeemable Noncontrolling Interests, for a further discussion.

AHR Incentive Plan

Pursuant to our Second Amended and Restated 2015 Incentive Plan, or the AHR Incentive Plan, our board (with respect to options and restricted shares of common stock granted to independent directors) or our compensation committee (with respect to any other award) may grant options, restricted shares of common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, officers, employees and consultants. The AHR Incentive Plan terminates on June 15, 2033, and the maximum number of shares of our common stock that may be issued pursuant to such plan is 4,000,000 shares.

Restricted common stock

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted an aggregate of 1,287,681 shares of our restricted common stock, or RSAs, as defined in the AHR Incentive Plan, which included restricted Common Stock, restricted Class T common stock and restricted Class I common stock. RSAs were granted to our independent directors in connection with their initial election or re-election to our board or in consideration of their past services rendered, as well as to certain executive officers and key employees. The number of RSAs granted through March 31, 2024 above includes an aggregate of 972,222 RSAs we granted in February 2024 to independent directors, executive officers and certain employees upon completion of the 2024 Offering. RSAs generally have a vesting period of up to four years and are subject to continuous service through the vesting dates.

Restricted stock units

Pursuant to the AHR Incentive Plan, through March 31, 2024, we granted to our executive officers an aggregate 320,780 of performance-based restricted stock units, or PBUs, representing the right to receive shares of our common stock upon vesting. We also granted to our executive officers and certain employees 408,033 time-based restricted stock units, or TBUs, representing the right to receive shares of our common stock upon vesting. 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 March 31, 2024 and December 31, 2023, and the changes for the three months ended March 31, 2024 is presented below:

	Number of  Nonvested RSAs	Weighted Average Grant Date Fair Value - RSAs		Number of  Nonvested RSUs	Weighted Average Grant Date Fair Value - RSUs
Balance — December 31, 2023	147,044	$	35.99	228,081	$	32.43
Granted	972,222	$	13.12	477,008	$	14.57
Vested	(1,051)	$	37.16	—	$	—
Forfeited	—	$	—	(725)	$	37.16
Balance — March 31, 2024	1,118,215	$	16.11	704,364	$	20.33

For the three months ended March 31, 2024 and 2023, we recognized stock compensation expense related to awards granted pursuant to the AHR Incentive Plan of $1,914,000 and $1,051,000, respectively. Such expense was based on the grant date fair value for time-based awards and for performance-based awards that are probable of vesting, which fair value calculation used the most recently published estimated per share net asset value for awards granted prior to the 2024 Offering, and the closing market price of our listed Common Stock commencing with awards granted effective as of the 2024 Offering date. Stock compensation expense is included in general and administrative expenses in our accompanying condensed consolidated statements of operations and comprehensive loss.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

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 March 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instruments	$	—	$	5,491	$	—	$	5,491
Total assets at fair value	$	—	$	5,491	$	—	$	5,491

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

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instrument	$	—	$	1,463	$	—	$	1,463
Total assets at fair value	$	—	$	1,463	$	—	$	1,463
Liabilities:
Derivative financial instruments	$	—	$	2,389	$	—	$	2,389
Total liabilities at fair value	$	—	$	2,389	$	—	$	2,389

There were no transfers into and out of fair value measurement levels during the three months ended March 31, 2024 and 2023.

Derivative Financial Instruments

We entered into interest rate swaps to manage interest rate risk associated with variable-rate debt. The valuation of these instruments was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. Such valuation reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, as well as option volatility. The fair values of our interest rate swaps were determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts were based on an expectation of future interest rates derived from observable market interest rate curves.

We incorporated credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we determined that the majority of the inputs used to value our derivative financial instruments fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this instrument utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparty. However, as of March 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

Financial Instruments Disclosed at Fair Value

Our accompanying condensed consolidated balance sheets include the following financial instruments: debt security investment, cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued liabilities, mortgage loans payable and borrowings under our lines of credit and term loan.

We consider the carrying values of cash and cash equivalents, restricted cash, accounts and other receivables and accounts payable and accrued liabilities to approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics and market data, in light of the short period of time between origination of the instruments and their expected realization. The fair values of the other financial instruments are classified in Level 2 of the fair value hierarchy.

The fair value of our debt security investment is estimated using a discounted cash flow analysis using interest rates available to us for investments with similar terms and maturities. The fair values of our mortgage loans payable and our lines of credit and term loan are estimated using discounted cash flow analyses using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our debt security investment, mortgage loans payable and lines of credit and term loan are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of March 31, 2024 and December 31, 2023 were as follows (in thousands):

	March 31, 2024				December 31, 2023
	Carrying Amount(1)		Fair Value		Carrying Amount(1)		Fair Value
Financial Assets:
Debt security investment	$	87,984	$	93,323	$	86,935	$	93,304
Financial Liabilities:
Mortgage loans payable	$	1,228,435	$	1,090,173	$	1,302,396	$	1,185,260
Lines of credit and term loan	$	754,101	$	759,966	$	1,220,137	$	1,225,890

___________

(1)Carrying amount is net of any discount/premium and unamortized deferred financing costs.

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Income Taxes

3 Months Ended

Mar. 31, 2024

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 effects of an uncertain tax position on the financial statements, when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of both March 31, 2024 and December 31, 2023, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of both March 31, 2024 and December 31, 2023, our valuation allowance fully reserves the net deferred tax assets due to historical losses and inherent uncertainty of future income. We will continue to monitor industry and economic conditions and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.

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Leases

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and 2023, we recognized $46,008,000 and $42,303,000, respectively, of revenues related to operating lease payments, of which $9,659,000 and $10,040,000, respectively, was for variable lease payments. As of March 31, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

Year	Amount
2024	$	101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$	1,045,368

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 March 31,
Lease Cost	Classification	2024		2023
Operating lease cost(1)	Property operating expenses, rental expenses or general and administrative expenses	$	10,776	$	11,923
Finance lease cost:
Amortization of leased assets	Depreciation and amortization	561		303
Interest on lease liabilities	Interest expense	157		91
Sublease income	Resident fees and services revenue or other income	(144)		(156)
Total lease cost		$	11,350	$	12,161

___________

(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	March 31, 2024		December 31, 2023
Weighted average remaining lease term (in years):
Operating leases	12.1		12.2
Finance leases	1.2		1.5
Weighted average discount rate:
Operating leases	5.77	%	5.76	%
Finance leases	7.79	%	7.78	%

	Three Months Ended March 31,
Supplemental Disclosure of Cash Flows Information	2024		2023
Operating cash outflows related to finance leases	$	157	$	91
Financing cash outflows related to finance leases	$	11	$	16
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,155

Operating Leases

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

Year	Amount
2024	$	26,936
2025	35,153
2026	35,074
2027	35,617
2028	35,707
Thereafter	166,314
Total undiscounted operating lease payments	334,801
Less: interest	115,034
Present value of operating lease liabilities	$	219,767

Finance Leases

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

Year	Amount
2024	$	63
2025	31
2026	—
2027	—
2028	—
Thereafter	—
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$	89

Lessor, Operating Leases

15. Leases

Lessor

We have operating leases with tenants that expire at various dates through 2050. For the three months ended March 31, 2024 and 2023, we recognized $46,008,000 and $42,303,000, respectively, of revenues related to operating lease payments, of which $9,659,000 and $10,040,000, respectively, was for variable lease payments. As of March 31, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

Year	Amount
2024	$	101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$	1,045,368

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 March 31,
Lease Cost	Classification	2024		2023
Operating lease cost(1)	Property operating expenses, rental expenses or general and administrative expenses	$	10,776	$	11,923
Finance lease cost:
Amortization of leased assets	Depreciation and amortization	561		303
Interest on lease liabilities	Interest expense	157		91
Sublease income	Resident fees and services revenue or other income	(144)		(156)
Total lease cost		$	11,350	$	12,161

___________

(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	March 31, 2024		December 31, 2023
Weighted average remaining lease term (in years):
Operating leases	12.1		12.2
Finance leases	1.2		1.5
Weighted average discount rate:
Operating leases	5.77	%	5.76	%
Finance leases	7.79	%	7.78	%

	Three Months Ended March 31,
Supplemental Disclosure of Cash Flows Information	2024		2023
Operating cash outflows related to finance leases	$	157	$	91
Financing cash outflows related to finance leases	$	11	$	16
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,155

Operating Leases

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

Year	Amount
2024	$	26,936
2025	35,153
2026	35,074
2027	35,617
2028	35,707
Thereafter	166,314
Total undiscounted operating lease payments	334,801
Less: interest	115,034
Present value of operating lease liabilities	$	219,767

Finance Leases

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

Year	Amount
2024	$	63
2025	31
2026	—
2027	—
2028	—
Thereafter	—
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$	89

Lessee, Operating Leases

15. Leases

Lessor

We have operating leases with tenants that expire at various dates through 2050. For the three months ended March 31, 2024 and 2023, we recognized $46,008,000 and $42,303,000, respectively, of revenues related to operating lease payments, of which $9,659,000 and $10,040,000, respectively, was for variable lease payments. As of March 31, 2024, the following table sets forth the undiscounted cash flows for future minimum base rents due under operating leases for the remaining nine months ending December 31, 2024 and for each of the next four years ending December 31 and thereafter for properties that we wholly own (in thousands):

Year	Amount
2024	$	101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$	1,045,368

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 March 31,
Lease Cost	Classification	2024		2023
Operating lease cost(1)	Property operating expenses, rental expenses or general and administrative expenses	$	10,776	$	11,923
Finance lease cost:
Amortization of leased assets	Depreciation and amortization	561		303
Interest on lease liabilities	Interest expense	157		91
Sublease income	Resident fees and services revenue or other income	(144)		(156)
Total lease cost		$	11,350	$	12,161

___________

(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	March 31, 2024		December 31, 2023
Weighted average remaining lease term (in years):
Operating leases	12.1		12.2
Finance leases	1.2		1.5
Weighted average discount rate:
Operating leases	5.77	%	5.76	%
Finance leases	7.79	%	7.78	%

	Three Months Ended March 31,
Supplemental Disclosure of Cash Flows Information	2024		2023
Operating cash outflows related to finance leases	$	157	$	91
Financing cash outflows related to finance leases	$	11	$	16
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,155

Operating Leases

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

Year	Amount
2024	$	26,936
2025	35,153
2026	35,074
2027	35,617
2028	35,707
Thereafter	166,314
Total undiscounted operating lease payments	334,801
Less: interest	115,034
Present value of operating lease liabilities	$	219,767

Finance Leases

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

Year	Amount
2024	$	63
2025	31
2026	—
2027	—
2028	—
Thereafter	—
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$	89

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Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

16. Segment Reporting

We evaluate our business and make resource allocations based on four reportable business segments: integrated senior health campuses, OM (which was formerly known as medical office buildings, or MOBs), SHOP and triple-net leased properties. Prior to the quarter ended December 31, 2023, we evaluated our business and made resource allocations based on six reportable business segments. All segment information included in this Quarterly Report on Form 10-Q has been recast for all periods presented to reflect four reportable business segments and the change in segment name from MOBs to OM. The segment name change from MOBs to OM did not result in any changes to the composition of such segment or information reviewed by management, and therefore, had no impact on the historical results of operations.

Our OM buildings are typically leased to multiple tenants under separate leases, thus requiring active management and responsibility for many of the associated operating expenses (much of which are, or can effectively be, passed through to the tenants). Our 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 triple-net leased properties segment includes senior housing, skilled nursing facilities and hospital investments, which are single-tenant properties for which we lease the properties to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all property operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. In addition, our triple-net leased properties segment includes our debt security investment. Our SHOP segment includes senior housing, which may provide assisted living care, independent living, memory care or skilled nursing services, that are owned and operated utilizing a RIDEA structure.

While we believe that net income or loss, as defined by GAAP, is the most appropriate earnings measurement, our chief operating decision maker evaluates performance of our combined properties in each reportable business segment and determines how to allocate resources to those segments, primarily based on net operating income, or NOI, for each segment. We define segment NOI as total revenues and grant income, less property operating expenses and rental expenses, which excludes depreciation and amortization, general and administrative expenses, business acquisition expenses, interest expense, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income 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 months ended March 31, 2024 and 2023 was as follows (in thousands):

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2024
Revenues:
Resident fees and services	$	393,122	$	58,996	$	—	$	—	$	452,118
Real estate revenue	—		—		34,067		13,348		47,415
Total revenues	393,122		58,996		34,067		13,348		499,533
Expenses:
Property operating expenses	351,142		52,487		—		—		403,629
Rental expenses	—		—		13,089		638		13,727
Segment net operating income	$	41,980	$	6,509	$	20,978	$	12,710	$	82,177
Expenses:
General and administrative									$	11,828
Business acquisition expenses									2,782
Depreciation and amortization									42,767
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments)									(36,438)
Gain in fair value of derivative financial instruments									6,417
Gain on dispositions of real estate investments, net									2,263
Loss from unconsolidated entities									(1,205)
Foreign currency loss									(426)
Other income									1,863
Total net other expense									(27,526)
Loss before income taxes									(2,726)
Income tax expense									(278)
Net loss									$	(3,004)

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2023
Revenues:
Resident fees and services	$	361,770	$	46,860	$	—	$	—	$	408,630
Real estate revenue	—		—		37,483		6,113		43,596
Total revenues	361,770		46,860		37,483		6,113		452,226
Expenses:
Property operating expenses	328,361		41,785		—		—		370,146
Rental expenses	—		—		14,408		787		15,195
Segment net operating income	$	33,409	$	5,075	$	23,075	$	5,326	$	66,885
Expenses:
General and administrative									$	13,053
Business acquisition expenses									332
Depreciation and amortization									44,670
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)									(39,011)
Loss in fair value of derivative financial instruments									(195)
Loss on dispositions of real estate investments, net									(132)
Loss from unconsolidated entities									(306)
Gain on re-measurement of previously held equity interest									726
Foreign currency gain									1,008
Other income									1,608
Total net other expense									(36,302)
Loss before income taxes									(27,472)
Income tax expense									(143)
Net loss									$	(27,615)

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

	March 31, 2024		December 31, 2023
Integrated senior health campuses	$	2,241,792	$	2,197,762
OM	1,213,664		1,232,310
SHOP	716,923		630,373
Triple-net leased properties	499,824		502,836
Other	31,227		14,652
Total assets	$	4,703,430	$	4,577,933

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

Our portfolio of properties and other investments are located in the United States, the UK and Isle of Man. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented (in thousands):

	Three Months Ended March 31,
	2024		2023
Revenues:
United States	$	497,646	$	451,092
International	1,887		1,134
	$	499,533	$	452,226

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

	March 31, 2024		December 31, 2023
Real estate investments, net:
United States	$	3,436,208	$	3,382,115
International	42,565		43,323
	$	3,478,773	$	3,425,438

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Concentration of Credit Risk

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants and residents is limited. We perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.

Based on leases as of March 31, 2024, properties in two states in the United States accounted for 10.0% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI, which is based on contractual base rent from leases in effect for our non-RIDEA properties and annualized NOI for our SHOP and integrated senior health campuses as of March 31, 2024. Properties located in Indiana and Ohio accounted for 33.2% and 13.9%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.

Based on leases in effect as of March 31, 2024, our integrated senior health campuses, OM, SHOP and triple-net leased properties segments accounted for 46.7%, 29.1%, 12.4% and 11.8%, respectively, of our total consolidated property portfolio’s annualized base rent or annualized NOI. As of March 31, 2024, none of our tenants at our properties accounted for 10.0% or more of our total consolidated property portfolio’s annualized base rent or annualized NOI.

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Per Share Data

3 Months Ended

Mar. 31, 2024

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 $1,095,000 and $926,000 for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, there were 1,118,215 and 184,145 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 March 31, 2024 and 2023, 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 March 31, 2024 and 2023, there were 395,108 and 19,200 nonvested TBUs 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 March 31, 2024 and December 31, 2023, there were 309,256 and 70,751, respectively, nonvested PBUs outstanding, which were treated as contingently issuable shares pursuant to ASC Topic 718, Compensation — Stock Compensation. Such contingently issuable shares were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive during the period.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (3,892)	$ (25,872)

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
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

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

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.

We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, wholly-owned subsidiaries of our operating partnership and all non-wholly owned subsidiaries of which we have control will own substantially all of the interests in properties acquired on our behalf. We are the sole general partner of our operating partnership, and as of March 31, 2024 and December 31, 2023, we owned a 97.4% and 95.0%, respectively, general partnership interest therein, and the remaining 2.6% and 5.0%, respectively, limited partnership interest was owned by the Limited Partners.

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

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 2023 Annual Report on Form 10-K, as filed with the SEC on March 22, 2024.

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 ongoing 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.

Properties Held for Sale

Properties Held for Sale

We classify a property or group of operating properties as held for sale in the period when certain criteria are met, such as we commit to a plan to sell the property and have determined that the sale is probable. Upon classification of a property as held for sale, we record the property at the lower of its carrying amount or fair value less costs to sell. In addition, a property being held for sale ceases to be depreciated.

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

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

As of March 31, 2024 and December 31, 2023, accounts payable and accrued liabilities primarily include reimbursement of payroll-related costs to the managers of our SHOP and integrated senior health campuses of $46,931,000 and $42,698,000, respectively, insurance reserves of $44,691,000 and $44,548,000, respectively, accrued distributions to common stockholders of $32,900,000 and $16,557,000, respectively, and accrued property taxes of $24,374,000 and $23,549,000, respectively.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. Such disclosure amendments include the requirement for public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively; however, retrospective application is permitted. We are currently evaluating this guidance to determine the impact to our consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The final rules require a registrant to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks, as well as a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities; material capitalized costs, expenses and losses incurred as a result of severe weather events and other natural conditions; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition. The rules require registrants to provide such climate-related disclosures in their annual reports, beginning with annual reports for the year ending December 31, 2025 for calendar-year-end large accelerated filers. In April 2024, the SEC stayed the final rules in response to legal challenges to the rules. As a result, it is not clear whether current compliance deadlines will be extended once the litigation is resolved. We are currently evaluating this guidance to determine the impact to our consolidated financial statement disclosures.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Over time	$	324,517	$	57,620	$	382,137	$	298,850	$	45,613	$	344,463
Point in time	68,605		1,376		69,981		62,920		1,247		64,167
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

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

	Three Months Ended March 31,
	2024						2023
	Integrated Senior Health Campuses		SHOP(1)		Total		Integrated Senior Health Campuses		SHOP(1)		Total
Private and other payors	$	184,322	$	51,176	$	235,498	$	169,678	$	43,850	$	213,528
Medicare	120,349		1,243		121,592		126,466		311		126,777
Medicaid	88,451		6,577		95,028		65,626		2,699		68,325
Total resident fees and services	$	393,122	$	58,996	$	452,118	$	361,770	$	46,860	$	408,630

___________

(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 daily, per resident 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 and Other Payors		Medicare		Medicaid		Total
Beginning balance — January 1, 2024	$	66,218	$	51,260	$	30,799	$	148,277
Ending balance — March 31, 2024	73,716		71,142		31,529		176,387
Increase	$	7,498	$	19,882	$	730	$	28,110

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, 2024	$	23,372
Ending balance — March 31, 2024	22,590
Decrease	$	(782)

Summary of Adjustments to Allowance for Credit Loss

The following is a summary of our adjustments to allowances for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	17,037	$	14,071
Additional allowances	6,603		4,037
Write-offs	(3,258)		(1,890)
Recoveries collected or adjustments	(1,856)		(1,827)
Ending balance	$	18,526	$	14,391

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Real Estate Investments, Net and Business Combinations (Tables)

3 Months Ended

Mar. 31, 2024

Real Estate [Abstract]

Real Estate Investments, Net

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

	March 31, 2024		December 31, 2023
Building, improvements and construction in process	$	3,666,999	$	3,604,299
Land and improvements	349,061		335,946
Furniture, fixtures and equipment	245,278		237,350
	4,261,338		4,177,595
Less: accumulated depreciation	(782,565)		(752,157)
	$	3,478,773	$	3,425,438

Schedule of Capital Expenditures Incurred

The following is a summary of our capital expenditures by reportable segment for the three months ended March 31, 2024 (in thousands):

	Three Months Ended March 31, 2024
Integrated senior health campuses	$	5,766
OM	4,934
SHOP	2,937
Triple-net leased properties	—
Total	$	13,637

Schedule of Asset Dispositions

The following is a summary of such dispositions (dollars in thousands):

Location	Number of Buildings	Type	Date Disposed	Contract Sales Price
Marietta, GA	1	OM	01/16/24	$	6,674
Homewood, AL	1	OM	03/18/24	4,462
Total	2			$	11,136

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 three months ended March 31, 2024 and 2023 (in thousands):

	2024 Acquisition		2023 Acquisition
Building and improvements	$	64,350	$	—
Land	14,210		—
In-place leases	12,912		—
Goodwill	—		3,331
Furniture, fixtures and equipment	—		39
Cash and restricted cash	—		565
Accounts receivable, net	343		—
Other assets	9		66
Total assets acquired	91,824		4,001
Mortgage loans payable (including debt discount of $2,989)	(91,472)		—
Accounts payable and accrued liabilities	(352)		(1,676)
Financing obligations	—		(12)
Security deposits and other liabilities	—		(812)
Total liabilities assumed	(91,824)		(2,500)
Net assets acquired	$	—	$	1,501

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Intangibles (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023 (dollars in thousands):

	March 31, 2024		December 31, 2023
Amortized intangible assets:
In-place leases, net of accumulated amortization of $37,431 and $35,437 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.2 years and 7.7 years as of March 31, 2024 and December 31, 2023, respectively)	$	50,552	$	42,615
Above-market leases, net of accumulated amortization of $7,462 and $7,079 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.4 years and 7.5 years as of March 31, 2024 and December 31, 2023, respectively)	15,189		15,905
Customer relationships, net of accumulated amortization of $972 and $934 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 12.4 years and 12.7 years as of March 31, 2024 and December 31, 2023, respectively)	1,868		1,906
Unamortized intangible assets:
Certificates of need	99,938		99,777
Trade names	20,267		20,267
Total identified intangible assets, net	$	187,814	$	180,470
Amortized intangible liabilities:
Below-market leases, net of accumulated amortization of $2,950 and $2,831 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 7.0 years and 7.2 years as of March 31, 2024 and December 31, 2023, respectively)	$	5,805	$	6,095
Total identified intangible liabilities, net	$	5,805	$	6,095

Amortization Expense on Identified Intangible Assets and Liabilities

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

	Amortization Expense
Year	Intangible Assets		Intangible Liabilities
2024	$	18,094	$	(782)
2025	9,522		(956)
2026	7,727		(840)
2027	7,203		(825)
2028	6,150		(709)
Thereafter	18,913		(1,693)
Total	$	67,609	$	(5,805)

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Other Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Other Assets [Abstract]

Other Assets, Net

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

	March 31, 2024		December 31, 2023
Deferred rent receivables	$	48,541	$	47,540
Prepaid expenses, deposits, other assets and deferred tax assets, net	32,729		33,204
Inventory — finished goods	20,741		19,472
Investments in unconsolidated entities	19,411		20,611
Lease commissions, net of accumulated amortization of $7,500 and $7,231 as of March 31, 2024 and December 31, 2023, respectively	17,442		17,565
Derivative financial instruments	5,491		1,463
Deferred financing costs, net of accumulated amortization of $7,117 and $8,494 as of March 31, 2024 and December 31, 2023, respectively	5,207		3,830
Lease inducement, net of accumulated amortization of $2,632 and $2,544 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of March 31, 2024 and December 31, 2023, respectively)	2,368		2,456
Total	$	151,930	$	146,141

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Mortgage Loans Payable, Net (Tables)

3 Months Ended

Mar. 31, 2024

Mortgage Loans Payable, Net [Abstract]

Mortgage Loans Payable, Net

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

	March 31, 2024		December 31, 2023
Total fixed-rate debt (90 loans and 76 loans as of March 31, 2024 and December 31, 2023, respectively)	$	1,082,865	$	990,325
Total variable-rate debt (5 loans and 13 loans as of March 31, 2024 and December 31, 2023, respectively)	172,255		335,988
Total fixed- and variable-rate debt	1,255,120		1,326,313
Less: deferred financing costs, net	(10,864)		(9,713)
Add: premium	151		167
Less: discount	(15,972)		(14,371)
Mortgage loans payable, net	$	1,228,435	$	1,302,396

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 three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	1,302,396	$	1,229,847
Additions:
Borrowings under mortgage loans payable	15,535		7,700
Assumption of mortgage loans payable due to acquisition of real estate investments, net	91,472		—
Amortization of deferred financing costs	780		577
Amortization of discount/premium on mortgage loans payable, net	1,374		885
Deductions:
Scheduled principal payments on mortgage loans payable	(5,045)		(5,122)
Early payoff of mortgage loans payable	(176,145)		—
Deferred financing costs	(1,932)		(142)
Ending balance	$	1,228,435	$	1,233,745

Principal Payments Due on Mortgage Loans Payable

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

Year	Amount
2024	$	177,717
2025	168,275
2026	158,331
2027	55,125
2028	105,126
Thereafter	590,546
Total	$	1,255,120

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Financial Instruments

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

							Fair Value
Instrument	Notional  Amount		Index	Interest Rate	Effective Date	Maturity Date	March 31, 2024		December 31, 2023
Swap	$	275,000	One Month Term SOFR	3.74%	02/01/23	01/19/26	$	3,868	$	1,463
Swap	275,000		One Month Term SOFR	4.41%	08/08/23	01/19/26	642		(2,178)
Swap	200,000		One Month Term SOFR	4.40%	01/05/24	06/05/25	981		(211)
	$	750,000					$	5,491	$	(926)

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Redeemable Noncontrolling Interests (Tables)

3 Months Ended

Mar. 31, 2024

Temporary Equity [Abstract]

Redeemable Noncontrolling Interests

The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended March 31,
	2024		2023
Beginning balance	$	33,843	$	81,598
Reclassification from equity	21		21
Reclassification to equity	(15,303)		—
Distributions	(3)		(454)
Redemption of redeemable noncontrolling interests	—		(15,870)
Adjustment to redemption value	(6,901)		(5,043)
Net loss attributable to redeemable noncontrolling interests	(21)		(368)
Ending balance	$	11,636	$	59,884

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Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Nonvested RSAs and RSUs

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

	Number of  Nonvested RSAs	Weighted Average Grant Date Fair Value - RSAs		Number of  Nonvested RSUs	Weighted Average Grant Date Fair Value - RSUs
Balance — December 31, 2023	147,044	$	35.99	228,081	$	32.43
Granted	972,222	$	13.12	477,008	$	14.57
Vested	(1,051)	$	37.16	—	$	—
Forfeited	—	$	—	(725)	$	37.16
Balance — March 31, 2024	1,118,215	$	16.11	704,364	$	20.33

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instruments	$	—	$	5,491	$	—	$	5,491
Total assets at fair value	$	—	$	5,491	$	—	$	5,491

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

	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Derivative financial instrument	$	—	$	1,463	$	—	$	1,463
Total assets at fair value	$	—	$	1,463	$	—	$	1,463
Liabilities:
Derivative financial instruments	$	—	$	2,389	$	—	$	2,389
Total liabilities at fair value	$	—	$	2,389	$	—	$	2,389

Fair Value, by Balance Sheet Grouping

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

	March 31, 2024				December 31, 2023
	Carrying Amount(1)		Fair Value		Carrying Amount(1)		Fair Value
Financial Assets:
Debt security investment	$	87,984	$	93,323	$	86,935	$	93,304
Financial Liabilities:
Mortgage loans payable	$	1,228,435	$	1,090,173	$	1,302,396	$	1,185,260
Lines of credit and term loan	$	754,101	$	759,966	$	1,220,137	$	1,225,890

___________

(1)Carrying amount is net of any discount/premium and unamortized deferred financing costs.

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Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Lease Payments to be Received

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

Year	Amount
2024	$	101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$	1,045,368

Schedule of Lease Costs

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

		Three Months Ended March 31,
Lease Cost	Classification	2024		2023
Operating lease cost(1)	Property operating expenses, rental expenses or general and administrative expenses	$	10,776	$	11,923
Finance lease cost:
Amortization of leased assets	Depreciation and amortization	561		303
Interest on lease liabilities	Interest expense	157		91
Sublease income	Resident fees and services revenue or other income	(144)		(156)
Total lease cost		$	11,350	$	12,161

___________

(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	March 31, 2024		December 31, 2023
Weighted average remaining lease term (in years):
Operating leases	12.1		12.2
Finance leases	1.2		1.5
Weighted average discount rate:
Operating leases	5.77	%	5.76	%
Finance leases	7.79	%	7.78	%

	Three Months Ended March 31,
Supplemental Disclosure of Cash Flows Information	2024		2023
Operating cash outflows related to finance leases	$	157	$	91
Financing cash outflows related to finance leases	$	11	$	16
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	1,155

Schedule of Operating Lease Liabilities

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

Year	Amount
2024	$	26,936
2025	35,153
2026	35,074
2027	35,617
2028	35,707
Thereafter	166,314
Total undiscounted operating lease payments	334,801
Less: interest	115,034
Present value of operating lease liabilities	$	219,767

Schedule of Finance Lease Liabilities

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

Year	Amount
2024	$	63
2025	31
2026	—
2027	—
2028	—
Thereafter	—
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$	89

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Summary Information by Reportable Segment

Summary information for the reportable segments during the three months ended March 31, 2024 and 2023 was as follows (in thousands):

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2024
Revenues:
Resident fees and services	$	393,122	$	58,996	$	—	$	—	$	452,118
Real estate revenue	—		—		34,067		13,348		47,415
Total revenues	393,122		58,996		34,067		13,348		499,533
Expenses:
Property operating expenses	351,142		52,487		—		—		403,629
Rental expenses	—		—		13,089		638		13,727
Segment net operating income	$	41,980	$	6,509	$	20,978	$	12,710	$	82,177
Expenses:
General and administrative									$	11,828
Business acquisition expenses									2,782
Depreciation and amortization									42,767
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs, debt discount/premium, and loss on debt extinguishments)									(36,438)
Gain in fair value of derivative financial instruments									6,417
Gain on dispositions of real estate investments, net									2,263
Loss from unconsolidated entities									(1,205)
Foreign currency loss									(426)
Other income									1,863
Total net other expense									(27,526)
Loss before income taxes									(2,726)
Income tax expense									(278)
Net loss									$	(3,004)

	Integrated Senior Health Campuses		SHOP		OM		Triple-Net Leased Properties		Three Months Ended March 31, 2023
Revenues:
Resident fees and services	$	361,770	$	46,860	$	—	$	—	$	408,630
Real estate revenue	—		—		37,483		6,113		43,596
Total revenues	361,770		46,860		37,483		6,113		452,226
Expenses:
Property operating expenses	328,361		41,785		—		—		370,146
Rental expenses	—		—		14,408		787		15,195
Segment net operating income	$	33,409	$	5,075	$	23,075	$	5,326	$	66,885
Expenses:
General and administrative									$	13,053
Business acquisition expenses									332
Depreciation and amortization									44,670
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)									(39,011)
Loss in fair value of derivative financial instruments									(195)
Loss on dispositions of real estate investments, net									(132)
Loss from unconsolidated entities									(306)
Gain on re-measurement of previously held equity interest									726
Foreign currency gain									1,008
Other income									1,608
Total net other expense									(36,302)
Loss before income taxes									(27,472)
Income tax expense									(143)
Net loss									$	(27,615)

Assets by Reportable Segment

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

	March 31, 2024		December 31, 2023
Integrated senior health campuses	$	2,241,792	$	2,197,762
OM	1,213,664		1,232,310
SHOP	716,923		630,373
Triple-net leased properties	499,824		502,836
Other	31,227		14,652
Total assets	$	4,703,430	$	4,577,933

Revenues 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 March 31,
	2024		2023
Revenues:
United States	$	497,646	$	451,092
International	1,887		1,134
	$	499,533	$	452,226

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

	March 31, 2024		December 31, 2023
Real estate investments, net:
United States	$	3,436,208	$	3,382,115
International	42,565		43,323
	$	3,478,773	$	3,425,438

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Organization and Description of Business (Details)					3 Months Ended	121 Months Ended	135 Months Ended
	Mar. 31, 2024 ft² campus shares	Feb. 09, 2024 USD ($) shares	Dec. 31, 2023 shares	Sep. 30, 2023 segment	Mar. 31, 2024 ft² segment campus shares	Mar. 31, 2024 USD ($) ft² campus shares	Mar. 31, 2024 USD ($) ft² campus shares
Schedule of Capitalization, Equity [Line Items]
Number of reportable segments | segment				6	4
Number Of Buildings And Integrated Senior Health Campuses Owned And/Or Operated | campus	318				318	318	318
GLA (Sq Ft) | ft²	19,451,000				19,451,000	19,451,000	19,451,000
Acquisition aggregate cost of acquired properties purchase price, net of dispositions | $							$ 4,566,829,000
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	97.40%		95.00%
NewCo Sellers
Schedule of Capitalization, Equity [Line Items]
Percentage of limited partnership interest	2.60%		5.00%
Common Stock
Schedule of Capitalization, Equity [Line Items]
Common stock, shares issued (in shares) | shares	65,372,222		0		65,372,222	65,372,222	65,372,222
Common Stock
Schedule of Capitalization, Equity [Line Items]
Common stock, shares issued (in shares) | shares		64,400,000
Proceeds from Issuance or Sale of Equity | $		$ 772,800,000
Common Stock | Over-Allotment Option
Schedule of Capitalization, Equity [Line Items]
Common stock, shares issued (in shares) | shares		8,400,000
Class T Common Stock and Class I Common Stock
Schedule of Capitalization, Equity [Line Items]
Common stock, shares issued (in shares) | shares	65,445,557				65,445,557	65,445,557	65,445,557
Proceeds from Issuance or Sale of Equity | $						$ 2,737,716,000

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Summary of Significant Accounting Policies (Details)				3 Months Ended
	Mar. 31, 2024 USD ($)	Jan. 25, 2024 USD ($) facility	Dec. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($) campus
Accounting Policies [Line Items]
Payroll related costs to the managers of our SHOP and integrated senior health campuses	$ 46,931,000		$ 42,698,000	$ 46,931,000
Number of Buildings				2	0
Contract Sales Price				$ 11,136,000
Gain (loss) on dispositions of real estate investments, net				2,263,000	$ (132,000)
Insurance reserves	44,691,000		44,548,000	44,691,000
Accrued property taxes	24,374,000		23,549,000	24,374,000
Distributions declared but not paid to common stockholders	$ 32,900,000		$ 16,557,000	$ 32,900,000	$ 16,554,000
SHOP
Accounting Policies [Line Items]
Number of Buildings | facility		1
Contract Sales Price		$ 4,500,000
Gain (loss) on dispositions of real estate investments, net		$ 645,000
General Partnership
Accounting Policies [Line Items]
Percentage of ownership in operating partnership	97.40%		95.00%
NewCo Sellers
Accounting Policies [Line Items]
Percentage of limited partnership interest	2.60%		5.00%

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Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Resident fees and services	$ 452,118	$ 408,630
SHOP
Disaggregation of Revenue [Line Items]
Resident fees and services	58,996	46,860
Integrated senior health campuses
Disaggregation of Revenue [Line Items]
Resident fees and services	393,122	361,770
Resident Fees and Services [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	452,118	408,630
Resident Fees and Services [Member] | Over Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	382,137	344,463
Resident Fees and Services [Member] | Point in Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	69,981	64,167
Resident Fees and Services [Member] | Private and Other Payors [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	235,498	213,528
Resident Fees and Services [Member] | Medicare [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	121,592	126,777
Resident Fees and Services [Member] | Medicaid [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	95,028	68,325
Resident Fees and Services [Member] | SHOP
Disaggregation of Revenue [Line Items]
Resident fees and services	58,996	46,860
Resident Fees and Services [Member] | SHOP | Over Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	57,620	45,613
Resident Fees and Services [Member] | SHOP | Point in Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	1,376	1,247
Resident Fees and Services [Member] | SHOP | Private and Other Payors [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	51,176	43,850
Resident Fees and Services [Member] | SHOP | Medicare [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	1,243	311
Resident Fees and Services [Member] | SHOP | Medicaid [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	6,577	2,699
Resident Fees and Services [Member] | Integrated senior health campuses
Disaggregation of Revenue [Line Items]
Resident fees and services	393,122	361,770
Resident Fees and Services [Member] | Integrated senior health campuses | Over Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	324,517	298,850
Resident Fees and Services [Member] | Integrated senior health campuses | Point in Time [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	68,605	62,920
Resident Fees and Services [Member] | Integrated senior health campuses | Private and Other Payors [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	184,322	169,678
Resident Fees and Services [Member] | Integrated senior health campuses | Medicare [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	120,349	126,466
Resident Fees and Services [Member] | Integrated senior health campuses | Medicaid [Member]
Disaggregation of Revenue [Line Items]
Resident fees and services	$ 88,451	$ 65,626

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Summary of Significant Accounting Policies - Accounts Receivable and Deferred Revenue (Details) - Resident Fees and Services [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounts Receivable, Net - Resident Fees and Services
Accounts Receivable, Net - Resident Fees and Services	$ 176,387	$ 148,277
Increase	28,110
Deferred Revenue - Resident fees and Services
Deferred Revenue	22,590	23,372
Decrease	(782)
Private and Other Payors [Member]
Accounts Receivable, Net - Resident Fees and Services
Accounts Receivable, Net - Resident Fees and Services	73,716	66,218
Increase	7,498
Medicare [Member]
Accounts Receivable, Net - Resident Fees and Services
Accounts Receivable, Net - Resident Fees and Services	71,142	51,260
Increase	19,882
Medicaid [Member]
Accounts Receivable, Net - Resident Fees and Services
Accounts Receivable, Net - Resident Fees and Services	31,529	$ 30,799
Increase	$ 730

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Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 17,037	$ 14,071
Additional allowances	6,603	4,037
Write-offs	(3,258)	(1,890)
Recoveries collected or adjustments	(1,856)	(1,827)
Ending balance	$ 18,526	$ 14,391

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Real Estate Investments, Net and Business Combinations - Investments in Consolidated Properties (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Real Estate Properties [Line Items]
Real estate investment, at cost	$ 4,261,338	$ 4,177,595
Less: accumulated depreciation	(782,565)	(752,157)
Real estate investments, net	3,478,773	3,425,438
Building, improvements and construction in process
Real Estate Properties [Line Items]
Real estate investment, at cost	3,666,999	3,604,299
Land and Land Improvements
Real Estate Properties [Line Items]
Real estate investment, at cost	349,061	335,946
Furniture, fixtures and equipment
Real Estate Properties [Line Items]
Real estate investment, at cost	$ 245,278	$ 237,350

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Real Estate Investments, Net and Business Combinations - Additional Information (Details)			3 Months Ended
	Jan. 25, 2024 USD ($) facility	Feb. 15, 2023 USD ($)	Mar. 31, 2024 USD ($) campus	Mar. 31, 2023 USD ($) campus	Feb. 01, 2024 USD ($) facility	Feb. 14, 2023
Real Estate Properties [Line Items]
Depreciation			$ 37,135,000	$ 35,899,000
Number of real estate investments disposed of			2	0
Gain (loss) on dispositions of real estate investments, net			$ 2,263,000	$ (132,000)
Gain on re-measurement of previously held equity interest			$ 0	726,000
Senior Housing Facility
Real Estate Properties [Line Items]
Number of Housing Facilities Acquired | facility					14
Total liabilities assumed					$ 94,461,000
Acquisition-related costs					$ 3,112,000
Memory Care Partners, LLC
Real Estate Properties [Line Items]
Equity interest in acquiree, percentage		60.00%				40.00%
Total purchase consideration		$ 900,000
Percentage of interests acquired		100.00%
Gain on re-measurement of previously held equity interest				$ 726,000
OM
Real Estate Properties [Line Items]
Number of real estate investments disposed of | campus			2
Gain (loss) on dispositions of real estate investments, net			$ 1,618,000
SHOP
Real Estate Properties [Line Items]
Number of real estate investments disposed of | facility	1
Gain (loss) on dispositions of real estate investments, net	$ 645,000

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Real Estate Investments, Net and Business Combinations - Summary of Capital Expenditures (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) campus
Real Estate Properties [Line Items]
Capital expenditures incurred	$ 13,637
Integrated senior health campuses
Real Estate Properties [Line Items]
Capital expenditures incurred	5,766
Development costs	$ 18,969
Number Of Properties Developed | campus	1
OM
Real Estate Properties [Line Items]
Capital expenditures incurred	$ 4,934
SHOP
Real Estate Properties [Line Items]
Capital expenditures incurred	2,937
Triple-net leased properties
Real Estate Properties [Line Items]
Capital expenditures incurred	$ 0

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Real Estate Investments, Net and Business Combinations - Schedule of Dispositions of Real Estate (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 campus
Real Estate Properties [Line Items]
Number of Buildings	2	0
Contract Sales Price	$ 11,136,000
Marietta, GA
Real Estate Properties [Line Items]
Number of Buildings	1
Contract Sales Price	$ 6,674,000
Homewood, AL
Real Estate Properties [Line Items]
Number of Buildings	1
Contract Sales Price	$ 4,462,000

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Real Estate Investments, Net and Business Combinations - Schedule of Asset Acquisitions (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Business Acquisitions [Line Items]
Goodwill	$ 234,942	$ 234,942
Debt discount	15,972	$ 14,371
2023 Acquisitions
Business Acquisitions [Line Items]
Building and improvements			$ 0
Land			0
In-place leases			0
Goodwill			3,331
Furniture, fixtures and equipment			39
Cash and restricted cash			565
Accounts receivable, net			0
Other assets			66
Total assets acquired			4,001
Mortgage loans payable (including debt discount of $2,989)			0
Accounts payable and accrued liabilities			(1,676)
Financing obligations			(12)
Security deposits and other liabilities			(812)
Total liabilities assumed			(2,500)
Net assets acquired			$ 1,501
2024 Acquisitions
Business Acquisitions [Line Items]
Building and improvements	64,350
Land	14,210
In-place leases	12,912
Goodwill	0
Furniture, fixtures and equipment	0
Cash and restricted cash	0
Accounts receivable, net	343
Other assets	9
Total assets acquired	91,824
Mortgage loans payable (including debt discount of $2,989)	(91,472)
Accounts payable and accrued liabilities	(352)
Financing obligations	0
Security deposits and other liabilities	0
Total liabilities assumed	(91,824)
Net assets acquired	0
Debt discount	$ 2,989

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Debt Security Investment, Net - Additional Information (Details) $ in Thousands		3 Months Ended
	Dec. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Feb. 01, 2024 facility	Oct. 15, 2015 USD ($)
Debt Security Investment, Net
Debt security investment, net	$ 86,935	$ 87,984
Held-to-Maturity, debt securities, unamortized closing costs	$ 489	413
Accretion on debt security		1,125	$ 1,020
Amortization of closing costs		$ 76	$ 65
Senior Housing Facility
Debt Security Investment, Net
Number of Housing Facilities Acquired | facility				14
Debt security investment [Member]
Debt Security Investment, Net
Stated interest rate					4.24%
Stated amount after maturity					$ 93,433
Yield to maturity interest rate					10.00%
Beneficial ownership interest in mortgage trust					10.00%

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Intangibles - Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Identified intangible assets, net	$ 187,814	$ 180,470
Identified intangible liabilities, net	5,805	$ 6,095
Finite-Lived Intangible Assets, Net
Amortized intangible assets	$ 67,609
Weighted average remaining life	6 years 8 months 12 days	7 years 9 months 18 days
Below-Market Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Identified intangible liabilities, net	$ 5,805	$ 6,095
Finite-Lived Intangible Liabilities, Net
Intangible liabilities accumulated amortization	$ 2,950	$ 2,831
Weighted average remaining life	7 years	7 years 2 months 12 days
Certificates Of Need [Member]
Unamortized intangible assets
Unamortized intangible assets	$ 99,938	$ 99,777
Trade Names [Member]
Unamortized intangible assets
Unamortized intangible assets	20,267	20,267
In-Place Leases [Member]
Finite-Lived Intangible Assets, Net
Amortized intangible assets	50,552	42,615
Intangible assets accumulated amortization	$ 37,431	$ 35,437
Weighted average remaining life	6 years 2 months 12 days	7 years 8 months 12 days
Above-Market Leases [Member]
Finite-Lived Intangible Assets, Net
Amortized intangible assets	$ 15,189	$ 15,905
Intangible assets accumulated amortization	$ 7,462	$ 7,079
Weighted average remaining life	7 years 4 months 24 days	7 years 6 months
Customer Relationships [Member]
Finite-Lived Intangible Assets, Net
Amortized intangible assets	$ 1,868	$ 1,906
Intangible assets accumulated amortization	$ 972	$ 934
Weighted average remaining life	12 years 4 months 24 days	12 years 8 months 12 days

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Intangibles - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 01, 2023	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense		$ 5,713	$ 17,071
Below-Market Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense		290	408
Above-Market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense		$ 716	$ 9,083
Write-Off Of Amortization Of Intangible Assets	$ 8,073
In-Place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Write-Off Of Amortization Of Intangible Assets	$ 885

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Intangibles - Summary of Amortization Expense on Identified Intangible Assets and Liabilities, Net (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Finite-Lived Intangible Assets, Net
2024	$ 18,094
2025	9,522
2026	7,727
2027	7,203
2028	6,150
Thereafter	18,913
Finite-lived intangible assets, net	67,609
Finite-Lived Intangible Liabilities, Net
2024	(782)
2025	(956)
2026	(840)
2027	(825)
2028	(709)
Thereafter	(1,693)
Finite-lived intangible liabilities, net	$ (5,805)

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Other Assets, Net - Other Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Other Assets [Abstract]
Deferred rent receivables	$ 48,541	$ 47,540
Prepaid expenses, deposits, other assets and deferred tax assets, net	32,729	33,204
Inventory — finished goods	20,741	19,472
Investments in unconsolidated entities	19,411	20,611
Lease commissions, net of accumulated amortization of $7,500 and $7,231 as of March 31, 2024 and December 31, 2023, respectively	17,442	17,565
Derivative financial instruments	5,491	1,463
Deferred financing costs, net of accumulated amortization of $7,117 and $8,494 as of March 31, 2024 and December 31, 2023, respectively	5,207	3,830
Lease inducement, net of accumulated amortization of $2,632 and $2,544 as of March 31, 2024 and December 31, 2023, respectively (with a weighted average remaining life of 6.7 years and 6.9 years as of March 31, 2024 and December 31, 2023, respectively)	2,368	2,456
Other assets, net	151,930	146,141
Accumulated amortization of lease commissions	7,500	7,231
Accumulated amortization of deferred financing costs	7,117	8,494
Accumulated amortization of lease inducement	$ 2,632	$ 2,544
Lease inducement, weighted average remaining life	6 years 8 months 12 days	6 years 10 months 24 days

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Other Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument:
Amortization of deferred lease inducement	$ 88	$ 88
Loss on extinguishments of debt	1,280	$ 0
2022 Corporate Line of Credit | Line of Credit
Debt Instrument:
Loss on extinguishments of debt	$ 565

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Mortgage Loans Payable, Net - Mortgage Loans Payable (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) MortgageLoan		Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) MortgageLoan
Debt Instrument:
Total debt	$ 1,255,120			$ 1,326,313
Add: premium	151			167
Less: discount	$ (15,972)			$ (14,371)
Number of fixed-rate mortgage loans payable | MortgageLoan	90			76
Number of variable-rate mortgage loans payable | MortgageLoan	5			13
Change in Carrying Amount of Mortgage Loans Payable [Roll Forward]
Beginning balance	$ 1,302,396	[1]	$ 1,229,847
Additions:
Borrowings under mortgage loans payable	15,535		7,700
Assumption of mortgage loans payable due to acquisition of real estate investments, net	91,472		0
Amortization of deferred financing costs	780		577
Amortization of discount/premium on mortgage loans payable, net	1,374		885
Deductions:
Scheduled principal payments on mortgage loans payable	(5,045)		(5,122)
Early payoff of mortgage loans payable	(176,145)		0
Deferred financing costs	(1,932)		(142)
Ending balance	1,228,435	[1]	$ 1,233,745
Fixed-Rate Debt
Debt Instrument:
Total debt	1,082,865			$ 990,325
Variable-Rate Debt
Debt Instrument:
Total debt	172,255			335,988
Mortgage Loans Payable, Net
Debt Instrument:
Deferred financing costs, net	$ (10,864)			$ (9,713)

[1] Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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Mortgage Loans Payable, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Mortgage Loans Payable, Net [Line Items]
Loss on extinguishment of debt	$ 1,280	$ 0
Early payoff of mortgage payable	176,145	$ 0
Secured Debt [Member]
Mortgage Loans Payable, Net [Line Items]
Loss on extinguishment of debt	$ 715
Mortgage Loans Payable, Net
Mortgage Loans Payable, Net [Line Items]
Debt, weighted average interest rate	4.27%		4.72%
Minimum
Mortgage Loans Payable, Net [Line Items]
Debt, effective interest rate	2.21%		2.21%
Maximum
Mortgage Loans Payable, Net [Line Items]
Debt, effective interest rate	8.18%		8.46%

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Mortgage Loans Payable - Principal Payments Due on Mortgage Loans Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Mortgage Loans Payable, Net [Abstract]
2024	$ 177,717
2025	168,275
2026	158,331
2027	55,125
2028	105,126
Thereafter	590,546
Total debt	$ 1,255,120	$ 1,326,313

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Lines of Credit and Term Loan (Details)		Feb. 14, 2024 USD ($) Extension	Dec. 20, 2022 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 19, 2022 USD ($)
Line of Credit Facility [Line Items]
Lines of credit and term loan	[1]			$ 759,308,000	$ 1,223,967,000
Minimum | Commitment Utilization Scenario 1
Line of Credit Facility [Line Items]
Commitment Utilization Percentage		0.25%
Minimum | Commitment Utilization Scenario 2
Line of Credit Facility [Line Items]
Commitment Utilization Percentage		0.20%
Maximum | Commitment Utilization Scenario 1
Line of Credit Facility [Line Items]
Commitment Utilization Percentage		50.00%
Maximum | Commitment Utilization Scenario 2
Line of Credit Facility [Line Items]
Commitment Utilization Percentage		50.00%
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			1.00%
2019 Trilogy Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity			$ 400,000,000
Increase to maximum borrowing capacity			100,000,000
Potential maximum borrowing capacity			500,000,000
Current borrowing capacity				400,000,000	400,000,000
Lines of credit and term loan				$ 210,000,000	$ 309,823,000
Debt, weighted average interest rate				8.17%	8.20%
2022 Credit Agreement | Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity						$ 1,050,000,000
2022 Credit Agreement | Line of Credit
Line of Credit Facility [Line Items]
Lines of credit and term loan					$ 914,900,000
Debt, weighted average interest rate					7.08%
2022 Credit Agreement | Senior Unsecured Term Loan Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity						550,000,000
2022 Credit Agreement | Senior Unsecured Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity						$ 500,000,000
2024 Credit Agreement
Line of Credit Facility [Line Items]
Line of Credit Facility, Number of Business Days		5 days
2024 Credit Agreement | Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 1,150,000,000
Increase to maximum borrowing capacity		600,000,000
Current borrowing capacity		1,150,000,000
Lines of credit and term loan				$ 550,000,000
2024 Credit Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt, weighted average interest rate				6.66%
2024 Credit Agreement | Standby Letters of Credit [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		25,000,000
2024 Credit Agreement | Senior Unsecured Term Loan Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 550,000,000
Long-term Debt				$ 549,308,000
Line Of Credit Facility, Number Of Potential Extensions | Extension		0
Line Of Credit Facility, Potential Extension Term		0 months
2024 Credit Agreement | Senior Unsecured Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 600,000,000
Line Of Credit Facility, Number Of Potential Extensions | Extension		1
Line Of Credit Facility, Potential Extension Term		12 months
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
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 March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Recurring [Member]
Derivative [Line Items]
Derivative financial instruments	$ 5,491	$ 1,463
Total assets at fair value	5,491	1,463
Derivative financial instruments		2,389
Total liabilities at fair value		2,389
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Derivative financial instruments	0	0
Total assets at fair value	0	0
Derivative financial instruments		0
Total liabilities at fair value		0
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Derivative financial instruments	5,491	1,463
Total assets at fair value	5,491	1,463
Derivative financial instruments		2,389
Total liabilities at fair value		2,389
Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Recurring [Member]
Derivative [Line Items]
Derivative financial instruments	0	0
Total assets at fair value	0	0
Derivative financial instruments		0
Total liabilities at fair value		0
Not Designated as Hedging Instrument
Derivative [Line Items]
Notional  Amount	750,000
Fair Value	$ 5,491	(926)
Not Designated as Hedging Instrument | Swap, 3.74% Interest Rate
Derivative [Line Items]
Instrument	Swap
Notional  Amount	$ 275,000
Index	One Month Term SOFR
Interest Rate	3.74%
Maturity Date	Jan. 19, 2026
Fair Value	$ 3,868	1,463
Not Designated as Hedging Instrument | Swap 4.41% Interest Rate
Derivative [Line Items]
Instrument	Swap
Notional  Amount	$ 275,000
Index	One Month Term SOFR
Interest Rate	4.41%
Maturity Date	Jan. 19, 2026
Fair Value	$ 642	(2,178)
Not Designated as Hedging Instrument | Swap 4.40% Interest Rate
Derivative [Line Items]
Instrument	Swap
Notional  Amount	$ 200,000
Index	One Month Term SOFR
Interest Rate	4.40%
Maturity Date	Jun. 05, 2025
Fair Value	$ 981	$ (211)

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Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Derivative [Line Items]
Increase (decease) to interest expense	$ (6,417)	$ 195
Not Designated as Hedging Instrument
Derivative [Line Items]
Fair Value	$ 5,491		$ (926)

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Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Apr. 30, 2024	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Redeemable Noncontrolling Interests [Line Items]
Ownership interest with redemption features outstanding	1.00%	1.00%
Payments for Repurchase of Redeemable Noncontrolling Interest					$ 0	$ 15,870
Changes in the carrying amount of redeemable noncontrolling interests [Roll Forward]
Beginning balance			$ 11,636	$ 33,843	33,843	81,598
Reclassification from equity					21	21
Reclassification to equity					(15,303)	0
Distributions					(3)	(454)
Redemption of redeemable noncontrolling interests					0	(15,870)
Adjustment to redemption value					(6,901)	(5,043)
Net income (loss) attributable to redeemable noncontrolling interest					(21)	(368)
Ending balance	$ 11,636	$ 33,843			$ 11,636	59,884
Trilogy REIT Holdings, LLC [Member]
Redeemable Noncontrolling Interests [Line Items]
Joint venture ownership interest	76.00%	76.00%			76.00%
Trilogy Investors, LLC
Redeemable Noncontrolling Interests [Line Items]
Ownership percentage equity interest	99.30%	97.50%			99.30%
Proceeds From Redeemable Noncontrolling Interest				$ 25,312		$ 15,870
Trilogy Investors, LLC | Subsequent Event
Redeemable Noncontrolling Interests [Line Items]
Proceeds From Redeemable Noncontrolling Interest			$ 10,771
General Partnership
Redeemable Noncontrolling Interests [Line Items]
Percentage of ownership in operating partnership	97.40%	95.00%
Trilogy Investors, LLC
Redeemable Noncontrolling Interests [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners	0.70%	2.50%			0.70%
NewCo Sellers
Redeemable Noncontrolling Interests [Line Items]
Percentage of limited partnership interest	2.60%	5.00%
Meridan
Redeemable Noncontrolling Interests [Line Items]
Joint Venture Acquired, Percent	98.00%	98.00%

XML

Equity (Details) $ / shares in Units, $ in Thousands								1 Months Ended		3 Months Ended		9 Months Ended	121 Months Ended
	Jan. 01, 2025 USD ($)	Mar. 31, 2024 $ / shares shares	Feb. 09, 2024 USD ($) $ / shares shares	Feb. 06, 2024 USD ($)	Dec. 31, 2023 $ / shares shares	Nov. 03, 2023 $ / shares	Dec. 01, 2015	Feb. 29, 2024 shares	Feb. 05, 2024	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2024 USD ($)	Mar. 31, 2024 $ / shares shares	Aug. 05, 2024	Jun. 15, 2023 shares
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
Par value of preferred stock, authorized to be issued (in dollars per share) | $ / shares		$ 0.01			$ 0.01					$ 0.01			$ 0.01
Preferred stock, shares issued (in shares)		0			0					0			0
Preferred stock, shares outstanding (in shares)		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
Par value of common stock to be offered and sold to the public | $ / shares			$ 0.01
Sale of Stock, Consideration Received on Transaction | $			$ 724,625
Repayments of Long-Term Debt | $			176,145
Repayments of Lines of Credit | $			$ 545,010							$ 612,323	$ 82,100
Repurchase of common stock | $										$ 14	$ 78
Stock acquired average cost per share | $ / shares											$ 37.16
Ownership interest with redemption features outstanding		1.00%			1.00%
Operating Partnership Units Outstanding Presented in Total Equity, Percent		2.60%								2.60%			2.60%
Trilogy Joint Venture [Member]
Class of Stock [Line Items]
Joint venture ownership interest		76.00%			76.00%					76.00%			76.00%
Over-Allotment Option
Class of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction			8,400,000
Forecast [Member]
Class of Stock [Line Items]
Common stock, conversion ratio														1
Share Repurchase Plan
Class of Stock [Line Items]
Stock repurchased during the period (in shares)										0	1,681
Repurchase of common stock | $											$ 62
Common Stock
Class of Stock [Line Items]
Number of shares of common stock, authorized to be issued		700,000,000			0					700,000,000			700,000,000
Par value of common stock to be offered and sold to the public | $ / shares		$ 0.01								$ 0.01			$ 0.01
Common stock, shares issued (in shares)		65,372,222			0					65,372,222			65,372,222
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
Common Class I
Class of Stock [Line Items]
Number of shares of common stock, authorized to be issued		100,000,000			800,000,000					100,000,000			100,000,000
Par value of common stock to be offered and sold to the public | $ / shares		$ 0.01			$ 0.01					$ 0.01			$ 0.01
Common stock, shares issued (in shares)		46,673,320			46,673,320					46,673,320			46,673,320
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
Par value of common stock to be offered and sold to the public | $ / shares		$ 0.01			$ 0.01					$ 0.01			$ 0.01
Common stock, shares issued (in shares)		19,552,425			19,552,856					19,552,425			19,552,425
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
Series A Preferred Stock
Class of Stock [Line Items]
Par value of preferred stock, authorized to be issued (in dollars per share) | $ / shares						$ 0.01
Preferred shares, dividend rate						4.75%
Liquidation preference for preferred stock (in dollars per share) | $ / shares		$ 25.00								$ 25.00			$ 25.00
Restricted Stock
Class of Stock [Line Items]
Granted (in shares)										972,222
Restricted Stock | Two Thousand Fifteen Incentive Plan
Class of Stock [Line Items]
Granted (in shares)								972,222					1,287,681
Stock based compensation | $										$ 1,914	1,051
Restricted Stock | Two Thousand Fifteen Incentive Plan | Maximum
Class of Stock [Line Items]
Award vesting period										4 years
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Granted (in shares)										477,008
Restricted Stock Units (RSUs) | Two Thousand Fifteen Incentive Plan | Maximum
Class of Stock [Line Items]
Award vesting period										3 years
Performance Based Unit | Two Thousand Fifteen Incentive Plan
Class of Stock [Line Items]
Granted (in shares)													320,780
Time Based Unit | Two Thousand Fifteen Incentive Plan
Class of Stock [Line Items]
Granted (in shares)													408,033
Common Stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)			64,400,000
Proceeds from Issuance or Sale of Equity | $			$ 772,800
Common Stock | Over-Allotment Option
Class of Stock [Line Items]
Common stock, shares issued (in shares)			8,400,000
Lakeview IN Medical Plaza
Class of Stock [Line Items]
Joint venture ownership interest					86.00%
Joint Venture Ownership Interest				100.00%
Purchase price for additional interest in subsidiary | $				$ 441
Membership interest percentage purchased				14.00%
Trilogy Joint Venture [Member] | Profits Interests [Member]
Class of Stock [Line Items]
Award vesting percentage							20.00%
Award vesting period							5 years
Stock based compensation | $										$ 21	$ 21
Lakeview IN Medical Plaza | Lakeview IN Medical Plaza
Class of Stock [Line Items]
Percentage of ownership in operating partnership									14.00%		14.00%
NorthStar Healthcare Income, Inc. | Trilogy Joint Venture [Member]
Class of Stock [Line Items]
Joint venture ownership interest		24.00%			24.00%					24.00%	24.00%		24.00%
General Partnership
Class of Stock [Line Items]
Percentage of ownership in operating partnership		97.40%			95.00%
NewCo Sellers
Class of Stock [Line Items]
Percentage of limited partnership interest		2.60%			5.00%
Trilogy Joint Venture [Member]
Class of Stock [Line Items]
Ownership percentage in subsidiary		100.00%								100.00%			100.00%
Trilogy Joint Venture [Member] | NHI
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners						24.00%
Trilogy Joint Venture [Member] | Forecast [Member]
Class of Stock [Line Items]
Purchase price for additional interest in subsidiary | $	$ 260,000											$ 247,000
Trilogy Joint Venture [Member] | Minimum | Forecast [Member]
Class of Stock [Line Items]
Purchase price for additional interest in subsidiary | $	$ 26,000											$ 24,700
Trilogy Investors, LLC
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners		0.70%			2.50%					0.70%			0.70%
Ownership percentage in subsidiary						100.00%

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Equity - RSAs and RSUs (Details)	3 Months Ended
	Mar. 31, 2024 $ / 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) | shares	147,044
Granted (in shares) | shares	972,222
Vested (in shares) | shares	(1,051)
Forfeited (in shares) | shares	0
Number of Nonvested Units, ending balance (in shares) | shares	1,118,215
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	$ 35.99
Granted (in usd per share) | $ / shares	13.12
Vested (in usd per share) | $ / shares	37.16
Forfeited (in usd per share) | $ / shares	0
Nonvested, Weighted Average Grant Date Fair Value, ending balance (in usd per share) | $ / shares	$ 16.11
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) | shares	228,081
Granted (in shares) | shares	477,008
Vested (in shares) | shares	0
Forfeited (in shares) | shares	(725)
Number of Nonvested Units, ending balance (in shares) | shares	704,364
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	$ 32.43
Granted (in usd per share) | $ / shares	14.57
Vested (in usd per share) | $ / shares	0
Forfeited (in usd per share) | $ / shares	37.16
Nonvested, Weighted Average Grant Date Fair Value, ending balance (in usd per share) | $ / shares	$ 20.33

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets:
Derivative financial instruments	$ 5,491	$ 1,463
Total assets at fair value	5,491	1,463
Liabilities:
Derivative financial instruments		2,389
Total liabilities at fair value		2,389
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member]
Assets:
Derivative financial instruments	0	0
Total assets at fair value	0	0
Liabilities:
Derivative financial instruments		0
Total liabilities at fair value		0
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Derivative financial instruments	5,491	1,463
Total assets at fair value	5,491	1,463
Liabilities:
Derivative financial instruments		2,389
Total liabilities at fair value		2,389
Significant Unobservable Inputs (Level 3) [Member]
Assets:
Derivative financial instruments	0	0
Total assets at fair value	$ 0	0
Liabilities:
Derivative financial instruments		0
Total liabilities at fair value		$ 0

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Fair Value Measurements Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Mar. 31, 2024		Dec. 31, 2023		Mar. 31, 2023	Dec. 31, 2022
Financial Assets:
Debt security investment, net	$ 87,984		$ 86,935
Debt security investment, fair value	93,323		93,304
Financial Liabilities:
Mortgage loans payable, net	1,228,435	[1]	1,302,396	[1]	$ 1,233,745	$ 1,229,847
Mortgage loans payable, net fair value	1,090,173		1,185,260
Lines of credit and term loan, net	754,101		1,220,137
Lines of credit and term loan, net fair value	$ 759,966		$ 1,225,890

[1] Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease revenue	$ 46,008	$ 42,303
Variable lease payments	$ 9,659	$ 10,040

XML

Leases - Lessor, Future Minimum Rents Due (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Future Minimum Rent [Abstract]
2024	$ 101,827
2025	127,211
2026	117,487
2027	111,745
2028	100,456
Thereafter	486,642
Total	$ 1,045,368

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Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 10,776	$ 11,923
Amortization of leased assets	561	303
Interest on lease liabilities	157	91
Sublease income	(144)	(156)
Total lease cost	$ 11,350	$ 12,161

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Leases - Lease Term and Discount Rate (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating leases, weighted average remaining lease term	12 years 1 month 6 days	12 years 2 months 12 days
Finance leases, weighted average remaining lease term	1 year 2 months 12 days	1 year 6 months
Operating leases, weighted average discount rate	5.77%	5.76%
Finance leases, weighted average discount rate	7.79%	7.78%

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Leases - Supplemental Disclosure of Cash Flows Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating cash outflows related to finance leases	$ 157	$ 91
Financing cash outflows related to finance leases	11	16
Right-of-use assets obtained in exchange for operating lease liabilities	$ 0	$ 1,155

XML

Leases - Future Minimum Rent Payments, Operating Leases (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Lessee, Operating Lease, Description [Abstract]
2024		$ 26,936
2025		35,153
2026		35,074
2027		35,617
2028		35,707
Thereafter		166,314
Total undiscounted operating lease payments		334,801
Less: interest		115,034
Present value of operating lease liabilities	[1]	$ 219,767	$ 225,502

[1] Such liabilities of American Healthcare REIT, Inc. represented liabilities of American Healthcare REIT Holdings, LP or its consolidated subsidiaries as of March 31, 2024 and December 31, 2023. American Healthcare REIT Holdings, LP is a variable interest entity, or VIE, and a consolidated subsidiary of American Healthcare REIT, Inc. The creditors of American Healthcare REIT Holdings, LP or its consolidated subsidiaries do not have recourse against American Healthcare REIT, Inc., except for the 2024 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $550,000 as of March 31, 2024 and the 2022 Credit Facility, as defined in Note 8, held by American Healthcare REIT Holdings, LP in the amount of $914,900 as of December 31, 2023, which were guaranteed by American Healthcare REIT, Inc.

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Leases - Future Minimum Rent Payments, Finance Leases (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Finance Lease, Description [Abstract]
2024	$ 63
2025	31
2026	0
2027	0
2028	0
Thereafter	0
Total undiscounted finance lease payments	94
Less: interest	5
Present value of finance lease liabilities	$ 89

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Segment Reporting - Summary Information for Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenues:
Resident fees and services	$ 452,118	$ 408,630
Real estate revenue	47,415	43,596
Total revenues	499,533	452,226
Expenses:
Property operating expenses	403,629	370,146
Rental expenses	13,727	15,195
Segment net operating income (loss)	82,177	66,885
Operating Expenses
General and administrative	11,828	13,053
Business acquisition expenses	2,782	332
Depreciation and amortization	42,767	44,670
Other income (expense):
Interest expense (including amortization of deferred financing costs, debt discount/premium and loss on debt extinguishments)	(36,438)	(39,011)
Gain (loss) in fair value of derivative financial instruments	6,417	(195)
Gain (loss) on dispositions of real estate investments, net	2,263	(132)
Loss from unconsolidated entities	(1,205)	(306)
Gain on re-measurement of previously held equity interest	0	726
Foreign currency (loss) gain	(426)	1,008
Other income	1,863	1,608
Total net other expense	(27,526)	(36,302)
Loss before income taxes	(2,726)	(27,472)
Income tax expense	(278)	(143)
Net loss	(3,004)	(27,615)
Assets by Reportable Segment
Total assets	4,703,430		$ 4,577,933
Segments, Geographical Areas
Real estate investments, net	3,478,773		3,425,438
United States [Member]
Revenues:
Total revenues	497,646	451,092
Segments, Geographical Areas
Real estate investments, net	3,436,208		3,382,115
International [Member]
Revenues:
Total revenues	1,887	1,134
Segments, Geographical Areas
Real estate investments, net	42,565		43,323
Integrated senior health campuses
Revenues:
Resident fees and services	393,122	361,770
Real estate revenue	0	0
Total revenues	393,122	361,770
Expenses:
Property operating expenses	351,142	328,361
Rental expenses	0	0
Segment net operating income (loss)	41,980	33,409
Assets by Reportable Segment
Total assets	2,241,792		2,197,762
SHOP
Revenues:
Resident fees and services	58,996	46,860
Real estate revenue	0	0
Total revenues	58,996	46,860
Expenses:
Property operating expenses	52,487	41,785
Rental expenses	0	0
Segment net operating income (loss)	6,509	5,075
Assets by Reportable Segment
Total assets	716,923		630,373
OM
Revenues:
Resident fees and services	0	0
Real estate revenue	34,067	37,483
Total revenues	34,067	37,483
Expenses:
Property operating expenses	0	0
Rental expenses	13,089	14,408
Segment net operating income (loss)	20,978	23,075
Assets by Reportable Segment
Total assets	1,213,664		1,232,310
Triple-net leased properties
Revenues:
Resident fees and services	0	0
Real estate revenue	13,348	6,113
Total revenues	13,348	6,113
Expenses:
Property operating expenses	0	0
Rental expenses	638	787
Segment net operating income (loss)	12,710	$ 5,326
Assets by Reportable Segment
Total assets	499,824		502,836
Other
Assets by Reportable Segment
Total assets	$ 31,227		$ 14,652

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Segment Reporting - Narrative (Details) $ in Thousands		3 Months Ended
	Sep. 30, 2023 segment	Mar. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	6	4
Goodwill [Line Items]
Goodwill		$ 234,942	$ 234,942
Triple-net leased properties
Goodwill [Line Items]
Goodwill		18,953	18,953
Integrated senior health campuses
Goodwill [Line Items]
Goodwill		168,177	168,177
OM
Goodwill [Line Items]
Goodwill		$ 47,812	$ 47,812

XML

Concentration of Credit Risk - Additional Information (Details)	Mar. 31, 2024 tenant State
Concentration of Credit Risk
Number of states that generated at least 10% of annualized base rent | State	2
Minimum percent share of each state annualized base rent that company owned	10.00%
Number Of Tenants With More Than Ten Percent Of Annual Base Rent | tenant	0
Minimum percent share of annualized base rent accounted by tenants	10.00%
Integrated senior health campuses
Concentration of Credit Risk
Percentage of annual base rent	46.70%
OM
Concentration of Credit Risk
Percentage of annual base rent	29.10%
SHOP
Concentration of Credit Risk
Percentage of annual base rent	12.40%
Triple-net leased properties
Concentration of Credit Risk
Percentage of annual base rent	11.80%
Indiana
Concentration of Credit Risk
Percentage of annual base rent	33.20%
Ohio
Concentration of Credit Risk
Percentage of annual base rent	13.90%

XML

Per Share Data (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Participating securities, distributed and undistributed earnings (loss), basic	$ 1,095	$ 926
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	1,118,215	184,145
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) | Performance Based Unit
Anti-dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	309,256		70,751
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	395,108	19,200