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 Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the United States Securities and Exchange Commission, or SEC, on February 27, 2026, or the 2025 Annual Report on Form 10-K. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of June 30, 2026 and December 31, 2025, together with our results of operations for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025. 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 on-going operations and occupancy of our tenants and residents.
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 of 1933, as amended, or 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.
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; 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 healthcare 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; 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; our ability to settle outstanding forward sale agreements; unexpected labor costs and inflationary pressures; changing macroeconomic, domestic legal and fiscal policies and geopolitical conditions; and those risks identified in Item 1A, Risk Factors in our 2025 Annual Report on Form 10-K, 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. 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.
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 senior housing, skilled nursing facilities, outpatient medical, or OM, buildings, and other healthcare-related facilities. We have built a fully-integrated management platform that operates clinical healthcare properties throughout the United States, and in the United Kingdom and the Isle of Man. We own and operate our integrated senior health campuses, or ISHC, and senior housing operating properties, or SHOP, utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure. We have also originated and acquired secured loans and may acquire other real estate-related investments in the future on an infrequent and opportunistic basis. We generally seek investments that produce current income; however, we have selectively developed, and may continue to selectively develop, healthcare real estate properties. We have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have been organized and operated, and we intend to continue to operate, in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, or the Code.
Operating Partnership
We conduct substantially all of our operations through American Healthcare REIT Holdings, LP, or our operating partnership, and we are the sole general partner of our operating partnership. As of both June 30, 2026 and December 31, 2025, we owned 99.0% of the operating partnership units, or OP units, in our operating partnership, and the remaining 1.0% of the OP units were owned by the following limited partners: (i) AHI Group Holdings, LLC, which is owned and controlled by Jeffrey T. Hanson, our Chairman of the Board of Directors and Chief Executive Officer, Danny Prosky, one of our non-executive directors, and Mathieu B. Streiff, one of our independent directors; and (ii) a wholly-owned subsidiary of Griffin Capital Company, LLC.
Real Estate Investments Portfolio
We currently operate through four reportable business segments: ISHC, SHOP, OM and triple-net leased properties. As of June 30, 2026, we owned and/or operated 347 buildings and ISHC, which represent in total approximately 23,340,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $5,728,543,000. In addition, as of June 30, 2026, 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 on-going basis using information that is currently available, as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. The complete listing of our Critical Accounting Estimates was previously disclosed in our 2025 Annual Report on Form 10-K, 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 2025 Annual Report on Form 10-K.
Acquisitions and Dispositions in 2026
For a discussion of our acquisitions and dispositions of investments in 2026, see Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements.
Factors Which May Influence Results of Operations
Other than the effects of inflation and scheduled lease expirations 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 2025 Annual Report on Form 10-K, as filed with the SEC on February 27, 2026.
Inflation
During the six months ended June 30, 2026 and 2025, inflation has affected our operations. The annual rate of inflation in the United States was 3.5% in June 2026 and 2.7% in June 2025, 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 ISHC and SHOP could continue to impact our profitability in future periods. To offset the impact of inflation on the cost of labor and services, our RIDEA managers may have billed higher than average annual rent and care fee increases for existing residents in 2025 and 2026, 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 ISHC 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 has also caused an increase in the cost of our variable-rate debt due to historically 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 a further discussion.
Scheduled Lease Expirations
Excluding our ISHC and SHOP, as of June 30, 2026, our properties were 90.8% leased, and, during the remainder of 2026, 2.9% of the leased GLA is scheduled to expire. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 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 June 30, 2026, our remaining weighted average lease term was 6.7 years, excluding our ISHC and SHOP.
Our combined ISHC and SHOP were 90.4% leased as of June 30, 2026. Substantially all of our leases with residents at such properties are for a term of one year or less.
Results of Operations
Comparison of Three and Six Months Ended June 30, 2026 and 2025
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 June 30, 2026, we operated through four reportable business segments: ISHC, SHOP, OM and triple-net leased properties. During the first quarter of 2026, we reclassified two senior housing properties from our SHOP segment to our ISHC segment to align the properties that are managed by Trilogy Management Services, LLC within ISHC. Prior-period segment results discussed below have been recast to conform to the current-period presentation, and the reclassification did not affect consolidated results.
The most significant drivers behind changes in our consolidated results of operations for the three and six months ended June 30, 2026 compared to the corresponding period in 2025 were primarily due to: our increase in resident occupancies and billing rates; the adverse impact of inflation, which resulted in increases in the cost of labor, services, energy and supplies; and our acquisitions and dispositions of investments. Additional information behind the changes in our consolidated results of operations is discussed in more detail below. See Note 3, Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion of our acquisitions and dispositions during 2026. As of June 30, 2026 and 2025, we owned and/or operated the following types of properties (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
|
Number of
Buildings/
Campuses |
|
|
Aggregate
Contract
Purchase Price |
|
|
Leased
% (1) |
|
|
Number of
Buildings/
Campuses |
|
|
Aggregate
Contract
Purchase Price |
|
|
Leased
% (1) |
|
ISHC |
|
|
148 |
|
|
$ |
2,514,087 |
|
|
|
90.7 |
% |
|
|
126 |
|
|
$ |
2,037,203 |
|
|
|
89.5 |
% |
SHOP |
|
|
108 |
|
|
|
1,767,424 |
|
|
|
89.7 |
% |
|
|
82 |
|
|
|
959,407 |
|
|
|
86.9 |
% |
OM |
|
|
73 |
|
|
|
1,085,567 |
|
|
|
88.4 |
% |
|
|
81 |
|
|
|
1,143,645 |
|
|
|
86.1 |
% |
Triple-Net Leased Properties |
|
|
18 |
|
|
|
361,465 |
|
|
|
100 |
% |
|
|
20 |
|
|
|
373,165 |
|
|
|
100 |
% |
Total/weighted average(2) |
|
|
347 |
|
|
$ |
5,728,543 |
|
|
|
90.8 |
% |
|
|
309 |
|
|
$ |
4,513,420 |
|
|
|
89.0 |
% |
(1)Leased percentage includes all third-party leased space at our non-RIDEA properties (including master leases), except for our ISHC and SHOP where leased percentage represents resident occupancy of the available units/beds therein.
(2)Weighted average leased percentage excludes our ISHC and SHOP segments.
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 and six months ended June 30, 2026 and 2025, resident fees and services revenue primarily consisted of rental fees related to resident leases, extended healthcare 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 presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Resident Fees and Services Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
ISHC |
|
$ |
512,878 |
|
|
$ |
429,350 |
|
|
$ |
1,015,621 |
|
|
$ |
858,042 |
|
SHOP |
|
|
121,641 |
|
|
|
71,935 |
|
|
|
228,665 |
|
|
|
140,419 |
|
Total resident fees and services revenue |
|
|
634,519 |
|
|
|
501,285 |
|
|
|
1,244,286 |
|
|
|
998,461 |
|
Real Estate Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
OM |
|
|
29,985 |
|
|
|
31,254 |
|
|
|
60,827 |
|
|
|
64,448 |
|
Triple-Net Leased Properties |
|
|
9,746 |
|
|
|
9,964 |
|
|
|
19,911 |
|
|
|
20,197 |
|
Total real estate revenue |
|
|
39,731 |
|
|
|
41,218 |
|
|
|
80,738 |
|
|
|
84,645 |
|
Total revenues |
|
$ |
674,250 |
|
|
$ |
542,503 |
|
|
$ |
1,325,024 |
|
|
$ |
1,083,106 |
|
For our ISHC segment, we increased resident fees and services revenue by $83,528,000 and $157,579,000, respectively, for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to: (i) increased resident occupancy, a more favorable payor mix and higher resident fees as a result of an increase in billing rates and levels of care service; (ii) an increase of $20,788,000 and $40,406,000, respectively, due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $35,278,000 and $69,717,000, respectively, due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.
For our SHOP segment, resident fees and services revenue increased by $49,706,000 and $88,246,000, respectively, for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to: (i) an increase of $814,000 and $4,232,000, respectively, due to the acquisition of one senior housing property in Virginia in April 2025; (ii) an increase of $4,076,000 and $7,980,000, respectively, due to the acquisition of three senior housing properties in Minnesota and Idaho in the third quarter of 2025; (iii) an increase of $23,033,000 and $45,709,000, respectively, due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $10,918,000 and $14,945,000, respectively, due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; (v) an increase of $5,967,000 due to the acquisition of seven senior housing properties in Georgia, Minnesota and South Carolina in the second quarter of 2026; and (vi) increased resident occupancy and higher resident fees as a result of an increase in billing rates.
Property Operating Expenses and Rental Expenses
ISHC and SHOP segments typically have a higher percentage of direct operating expenses to revenue than OM segment and triple-net leased properties segment 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 presented below (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
Property Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISHC |
|
$ |
434,719 |
|
84.8% |
|
$ |
368,416 |
|
85.8% |
|
$ |
865,703 |
|
85.2% |
|
$ |
744,117 |
|
86.7% |
SHOP |
|
|
90,119 |
|
74.1% |
|
|
57,869 |
|
80.4% |
|
|
171,306 |
|
74.9% |
|
|
114,591 |
|
81.6% |
Total property operating
expenses |
|
$ |
524,838 |
|
82.7% |
|
$ |
426,285 |
|
85.0% |
|
$ |
1,037,009 |
|
83.3% |
|
$ |
858,708 |
|
86.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OM |
|
$ |
11,493 |
|
38.3% |
|
$ |
12,192 |
|
39.0% |
|
$ |
23,617 |
|
38.8% |
|
$ |
24,877 |
|
38.6% |
Triple-Net Leased Properties |
|
|
680 |
|
7.0% |
|
|
798 |
|
8.0% |
|
|
1,656 |
|
8.3% |
|
|
1,756 |
|
8.7% |
Total rental expenses |
|
$ |
12,173 |
|
30.6% |
|
$ |
12,990 |
|
31.5% |
|
$ |
25,273 |
|
31.3% |
|
$ |
26,633 |
|
31.5% |
For our ISHC segment, total property operating expenses increased by $66,303,000 and $121,586,000, respectively, for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to: (i) increased resident occupancy and levels of care services at the facilities within such segment, thereby increasing labor costs and other operating expenses; (ii) an increase of $16,935,000 and $33,318,000, respectively, due to the acquisition in July 2025 of nine senior housing properties located in Ohio, Michigan and Kentucky; and (iii) an increase of $31,420,000 and $62,466,000, respectively, due to the acquisition in December 2025 of 14 senior housing properties located in Ohio, Indiana, New Mexico and North Carolina.
For our SHOP segment, total property operating expenses increased by $32,250,000 and $56,715,000, respectively, for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to: (i) an increase of $505,000 and $2,363,000, respectively, due to the acquisition of one senior housing property located in Virginia in April 2025; (ii) an increase of $2,887,000 and $5,755,000, respectively, due to the acquisitions of three senior housing properties in Minnesota and Idaho in the third quarter of 2025; (iii) an increase of $15,102,000 and $29,965,000, respectively, due to the acquisition of 10 senior housing properties in California, Minnesota, Pennsylvania, Utah and Wisconsin in the fourth quarter of 2025; (iv) an increase of $7,993,000 and $11,023,000, respectively, due to the acquisition of seven senior housing properties in California, Kansas and Missouri in the first quarter of 2026; (v) an increase of $4,236,000 due to the acquisition of seven senior housing properties in Georgia, Minnesota and South Carolina in the second quarter of 2026; and (vi) increased occupancy at the facilities within such segment, which resulted in increasing labor costs from additional staffing and other operating expenses.
General and Administrative
For the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, general and administrative expenses increased $4,948,000 and $9,398,000, respectively, primarily due to an increase in stock compensation expense of $2,577,000 and $4,884,000, respectively, and an increase in salaries and benefits expense of $2,244,000 and $3,976,000, respectively.
Depreciation and Amortization
For the three months ended June 30, 2026 and 2025, depreciation and amortization was $72,125,000 and $41,941,000, respectively, which primarily consisted of depreciation on our operating properties of $46,601,000 and $37,284,000, respectively, and amortization of our identified intangible assets of $24,787,000 and $3,916,000, respectively. For the six months ended June 30, 2026 and 2025, depreciation and amortization was $139,187,000 and $83,055,000, respectively, which primarily consisted of depreciation on our operating properties of $91,357,000 and $73,861,000, respectively, and amortization of our identified intangible assets of $46,355,000 and $7,739,000, respectively.
For the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, depreciation and amortization increased by $30,184,000 and $56,132,000, respectively, primarily attributable to an increase of $20,904,000 and $38,673,000, respectively, in the amortization of in-place leases due to property acquisitions since 2025.
Interest Expense
Interest expense, including gain or loss in fair value of derivative financial instruments, consisted of the following for the periods presented below (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans payable |
|
$ |
9,984 |
|
|
$ |
10,529 |
|
|
$ |
20,192 |
|
|
$ |
21,176 |
|
Lines of credit and term loan and derivative financial
instruments |
|
|
7,090 |
|
|
|
9,155 |
|
|
|
14,335 |
|
|
|
18,805 |
|
Amortization of deferred financing costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans payable |
|
|
451 |
|
|
|
470 |
|
|
|
920 |
|
|
|
870 |
|
Lines of credit and term loan |
|
|
521 |
|
|
|
304 |
|
|
|
840 |
|
|
|
930 |
|
Amortization of debt discount/premium, net |
|
|
500 |
|
|
|
503 |
|
|
|
1,001 |
|
|
|
1,020 |
|
(Gain) loss in fair value of derivative financial instruments |
|
|
(357 |
) |
|
|
629 |
|
|
|
(1,884 |
) |
|
|
1,379 |
|
Loss on debt extinguishments |
|
|
147 |
|
|
|
1,298 |
|
|
|
147 |
|
|
|
1,806 |
|
Interest on finance lease liabilities |
|
|
2 |
|
|
|
3 |
|
|
|
4 |
|
|
|
7 |
|
Interest expense on financing obligations and other liabilities |
|
|
642 |
|
|
|
715 |
|
|
|
1,338 |
|
|
|
1,405 |
|
Capitalized interest |
|
|
(711 |
) |
|
|
(345 |
) |
|
|
(1,355 |
) |
|
|
(442 |
) |
Total |
|
$ |
18,269 |
|
|
$ |
23,261 |
|
|
$ |
35,538 |
|
|
$ |
46,956 |
|
The decrease in total interest expense for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was primarily due to the $2,610,000 and $5,454,000, respectively, decrease in interest expense related to a decrease in debt balances on our revolving line of credit during 2025 and 2026. Such decrease was primarily a result of the paydown of our variable-rate lines of credit using net proceeds raised from our equity offerings during 2025 and cash flow from operations. The decrease in total interest expense for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was also driven by a $986,000 and $3,263,000, respectively, change from loss to gain in fair value of derivative financial instruments and a $1,151,000 and $1,659,000, respectively, decrease in loss on debt extinguishments.
Impairment of Real Estate Investments
As we continued to evaluate our properties based on their historical operating performance and our expected holding period, for the three and six months ended June 30, 2026, we recognized an aggregate impairment charge of $1,719,000 and $2,137,000, respectively for one and two OM buildings, respectively. For the three and six months ended June 30, 2025, we recognized an aggregate impairment charge of $12,659,000 and $34,365,000, respectively, for five and six OM buildings, respectively. See Note 3, Real Estate Investments — Impairment of Real Estate Investments, to our accompanying condensed consolidated financial statements for a further discussion.
Liquidity and Capital Resources
Our principal sources of liquidity are cash flows from operations, net proceeds from the issuances of shares through our equity offerings, including through the 2026 ATM Offering and the May 2026 Offering (as defined and described in Note 11, Equity — Common Stock, to our accompanying condensed consolidated financial statements), and borrowings under our lines of credit. 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 the acquisition of real estate investments, 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 the longer-term thereafter. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.
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 on-going, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of June 30, 2026, we had $11,251,000 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 June 30, 2026, we estimate that expenditures for capital and tenant improvements as of such date will be approximately $53,250,000 for the remaining six months of 2026, although actual expenditures are predominantly discretionary and 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) operating lease obligations; and (iv) financing and other obligations as of June 30, 2026 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
2026 |
|
|
2027-2028 |
|
|
2029-2030 |
|
|
Thereafter |
|
|
Total |
|
Principal payments — fixed-rate debt |
|
$ |
64,192 |
|
|
$ |
195,922 |
|
|
$ |
61,695 |
|
|
$ |
568,261 |
|
|
$ |
890,070 |
|
Interest payments — fixed-rate debt |
|
|
16,612 |
|
|
|
55,169 |
|
|
|
45,341 |
|
|
|
298,626 |
|
|
|
415,748 |
|
Principal payments — variable-rate debt |
|
|
— |
|
|
|
550,000 |
|
|
|
— |
|
|
|
— |
|
|
|
550,000 |
|
Interest payments — variable-rate debt (based on rates in
effect as of June 30, 2026) |
|
|
13,971 |
|
|
|
1,367 |
|
|
|
— |
|
|
|
— |
|
|
|
15,338 |
|
Operating lease obligations |
|
|
14,283 |
|
|
|
58,509 |
|
|
|
55,140 |
|
|
|
66,129 |
|
|
|
194,061 |
|
Financing and other obligations |
|
|
1,532 |
|
|
|
5,311 |
|
|
|
19,337 |
|
|
|
— |
|
|
|
26,180 |
|
Total |
|
$ |
110,590 |
|
|
$ |
866,278 |
|
|
$ |
181,513 |
|
|
$ |
933,016 |
|
|
$ |
2,091,397 |
|
Distributions
For information on distributions, see the “Distributions” section below.
Credit Facilities
As of June 30, 2026, we are party to a credit agreement, as amended, with an aggregate maximum principal amount up to $1,350,000,000, or the 2026 Credit Facility. In addition, we are party to an agreement regarding a senior secured revolving credit facility with an aggregate maximum principal amount of $50,000,000, or the 2025 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 June 30, 2026, our aggregate borrowing capacity under the 2026 Credit Facility and the 2025 Trilogy Credit Facility was $1,400,000,000. As of June 30, 2026, our aggregate borrowings outstanding under such credit facilities was $550,000,000, and we had $850,000,000 available on such facilities.
Cash Flows
The following table sets forth changes in cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2026 |
|
|
2025 |
|
Cash, cash equivalents and restricted cash — beginning of period |
|
$ |
151,753 |
|
|
$ |
123,301 |
|
Net cash provided by operating activities |
|
|
199,687 |
|
|
|
132,091 |
|
Net cash used in investing activities |
|
|
(376,435 |
) |
|
|
(94,862 |
) |
Net cash provided by financing activities |
|
|
216,655 |
|
|
|
9,348 |
|
Effect of foreign currency translation on cash, cash equivalents and restricted cash |
|
|
(38 |
) |
|
|
113 |
|
Cash, cash equivalents and restricted cash — end of period |
|
$ |
191,622 |
|
|
$ |
169,991 |
|
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 six months ended June 30, 2026 and 2025, 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. In general, cash flows from operating activities are affected by the timing of cash receipts and payments, and have increased since 2025 primarily due to improved resident occupancy, an increase in billing rates and expense management at our properties operated under a RIDEA structure, the increase in the size of our real estate investments portfolio since 2025 thereby increasing our net operating income, as well as a decrease in interest paid on our outstanding indebtedness as a result of mortgage loan payoffs and paydowns on our lines of credit using net proceeds from our equity offerings in 2025. See the “Results of Operations” section above for a further discussion.
Investing Activities
For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, the increase in net cash used in investing activities was primarily due to a $209,863,000 increase in cash paid to acquire real estate investments, a $37,929,000 increase in developments and capital expenditures, as well as a $29,120,000 decrease in proceeds from dispositions of real estate investments.
Financing Activities
For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, the increase in net cash provided by financing activities was primarily due to a $184,467,000 increase in gross equity offering proceeds and a $44,246,000 decrease in net payments on our lines of credit and mortgage loans payable primarily using the net proceeds from equity offerings. Such amounts were partially offset by a $8,618,000 increase in payments to taxing authorities in connection with common stock directly withheld from employees and a $15,006,000 increase in distributions paid.
Distributions
Our board of directors, or 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. 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 or at all. 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. As of June 30, 2026, 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.
Financing
Mortgage Loans Payable, Net
For a discussion of our mortgage loans payable, see Note 7, Mortgage Loans Payable, 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 unsecured and secured 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 June 30, 2026, we had $890,070,000 of fixed-rate mortgage loans payable outstanding secured by our properties. As of June 30, 2026, we had $550,000,000 outstanding, and $850,000,000 remained available under our lines of credit. The weighted average effective interest rate on our outstanding debt, factoring in our interest rate swaps, was 4.23% per annum as of June 30, 2026. See Note 7, Mortgage Loans Payable, 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 June 30, 2026, 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.
Our FFO calculation complies with NAREIT’s policy, under which we define FFO, a non-GAAP financial measure, 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. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations.
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): transaction, transition and restructuring costs; 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.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net income |
|
$ |
30,980 |
|
|
$ |
10,079 |
|
|
$ |
54,991 |
|
|
$ |
3,239 |
|
Depreciation and amortization related to real estate —
consolidated properties |
|
|
72,056 |
|
|
|
41,850 |
|
|
|
139,049 |
|
|
|
82,865 |
|
Depreciation and amortization related to real estate —
unconsolidated entities |
|
|
14 |
|
|
|
506 |
|
|
|
28 |
|
|
|
1,003 |
|
Impairment of real estate investments — consolidated properties |
|
|
1,719 |
|
|
|
12,659 |
|
|
|
2,137 |
|
|
|
34,365 |
|
(Gain) loss on dispositions of real estate investments, net —
consolidated properties |
|
|
(5,647 |
) |
|
|
2,676 |
|
|
|
(5,647 |
) |
|
|
3,035 |
|
Net income attributable to noncontrolling interests |
|
|
(374 |
) |
|
|
(171 |
) |
|
|
(672 |
) |
|
|
(135 |
) |
Depreciation, amortization, impairments and net gain/loss on
dispositions — noncontrolling interests |
|
|
(772 |
) |
|
|
(803 |
) |
|
|
(1,556 |
) |
|
|
(1,695 |
) |
NAREIT FFO attributable to controlling interest |
|
$ |
97,976 |
|
|
$ |
66,796 |
|
|
$ |
188,330 |
|
|
$ |
122,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction, transition and restructuring costs |
|
$ |
2,786 |
|
|
$ |
(79 |
) |
|
$ |
4,757 |
|
|
$ |
1,758 |
|
Amortization of above- and below-market leases |
|
|
300 |
|
|
|
355 |
|
|
|
630 |
|
|
|
768 |
|
Amortization of closing costs — debt security investment |
|
|
12 |
|
|
|
12 |
|
|
|
24 |
|
|
|
49 |
|
Change in deferred rent |
|
|
(354 |
) |
|
|
(720 |
) |
|
|
(936 |
) |
|
|
(1,392 |
) |
Non-cash impact of changes to equity instruments |
|
|
5,767 |
|
|
|
3,190 |
|
|
|
10,625 |
|
|
|
5,741 |
|
Non-cash income tax benefit |
|
|
(223 |
) |
|
|
— |
|
|
|
(947 |
) |
|
|
— |
|
Capitalized interest |
|
|
(711 |
) |
|
|
(345 |
) |
|
|
(1,355 |
) |
|
|
(442 |
) |
Loss on debt extinguishments |
|
|
147 |
|
|
|
1,298 |
|
|
|
147 |
|
|
|
1,806 |
|
(Gain) loss in fair value of derivative financial instruments |
|
|
(357 |
) |
|
|
629 |
|
|
|
(1,884 |
) |
|
|
1,379 |
|
Foreign currency (gain) loss |
|
|
(75 |
) |
|
|
(2,742 |
) |
|
|
744 |
|
|
|
(4,158 |
) |
Adjustments for unconsolidated entities |
|
|
— |
|
|
|
5 |
|
|
|
(1 |
) |
|
|
5 |
|
Adjustments for noncontrolling interests |
|
|
(79 |
) |
|
|
(22 |
) |
|
|
(130 |
) |
|
|
(72 |
) |
Normalized FFO attributable to controlling interest |
|
$ |
105,189 |
|
|
$ |
68,377 |
|
|
$ |
200,004 |
|
|
$ |
128,119 |
|
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, transaction, transition and restructuring costs, depreciation and amortization, interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions of real estate investments, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interests, foreign currency gain or loss, other income or expense and income tax benefit or expense.
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.
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 our properties. We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community and is useful to investors in understanding the profitability and operating performance of our property portfolio. 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.
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 June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net income |
|
$ |
30,980 |
|
|
$ |
10,079 |
|
|
$ |
54,991 |
|
|
$ |
3,239 |
|
General and administrative |
|
|
19,891 |
|
|
|
14,943 |
|
|
|
37,496 |
|
|
|
28,098 |
|
Transaction, transition and restructuring costs |
|
|
2,786 |
|
|
|
(79 |
) |
|
|
4,757 |
|
|
|
1,758 |
|
Depreciation and amortization |
|
|
72,125 |
|
|
|
41,941 |
|
|
|
139,187 |
|
|
|
83,055 |
|
Interest expense |
|
|
18,626 |
|
|
|
22,632 |
|
|
|
37,422 |
|
|
|
45,577 |
|
(Gain) loss in fair value of derivative financial
instruments |
|
|
(357 |
) |
|
|
629 |
|
|
|
(1,884 |
) |
|
|
1,379 |
|
(Gain) loss on dispositions of real estate investments, net |
|
|
(5,647 |
) |
|
|
2,676 |
|
|
|
(5,647 |
) |
|
|
3,035 |
|
Impairment of real estate investments |
|
|
1,719 |
|
|
|
12,659 |
|
|
|
2,137 |
|
|
|
34,365 |
|
(Income) loss from unconsolidated entities |
|
|
(892 |
) |
|
|
1,238 |
|
|
|
(1,684 |
) |
|
|
3,086 |
|
Foreign currency (gain) loss |
|
|
(75 |
) |
|
|
(2,742 |
) |
|
|
744 |
|
|
|
(4,158 |
) |
Other income, net |
|
|
(1,914 |
) |
|
|
(1,480 |
) |
|
|
(4,249 |
) |
|
|
(3,005 |
) |
Income tax (benefit) expense |
|
|
(3 |
) |
|
|
732 |
|
|
|
(528 |
) |
|
|
1,336 |
|
Net operating income |
|
$ |
137,239 |
|
|
$ |
103,228 |
|
|
$ |
262,742 |
|
|
$ |
197,765 |
|
Subsequent Events
Subsequent to June 30, 2026, we acquired 11 senior housing properties included in our SHOP segment for an aggregate contract purchase price of $1,041,000,000.