HEALTHCARE TRUST, INC. The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see "Forward-Looking Statements" elsewhere in this Annual Report on Form 10-K for a description of these risks and uncertainties.
Overview
We are an externally managed real estate investment trust forU.S. federal income tax purposes ("REIT") that focuses on acquiring and managing a diversified portfolio of healthcare-related real estate focused on medical office and other healthcare-related buildings and senior housing operating properties. Prior toDecember 31, 2021 , we had three reportable segments 1) Former MOBs, 2) Former NNN and 3) SHOPs. As a result of strategic property divestitures in our Former NNN segment, and transitions of certain properties reported in our Former NNN segment into our SHOP segment, we have combined the properties in our Former NNN segment with the properties in our Former MOB segment to form a single set of MOBs. As a result, effectiveDecember 31, 2021 we have determined that we have two reportable segments, with activities related to investing in MOBs and SHOPs. All prior periods presented in this Annual Report on Form 10-K have been conformed to the presentation of our new reportable segment structure. As ofDecember 31, 2022 , we owned 202 properties located in 34 states and comprised of 9.1 million rentable square feet. 55
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Substantially all of our business is conducted through the OP, aDelaware limited partnership, and its wholly owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our Property Manager. Our Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us. The Special Limited Partner, which is also under common control with AR Global, also has an interest in us through ownership of interests in our OP. We operate in two reportable business segments for management and financial reporting purposes: MOBs and SHOPs. In our MOB operating segment, we own, manage, and lease single and multi-tenant MOBs where tenants are required to pay their pro rata share of property operating expenses, which may be subject to expense exclusions and floors, in addition to base rent. Our Property Manager or third party managers manage our MOBs. In our SHOP segment, we invest in seniors housing properties using the RIDEA structure. As ofDecember 31, 2022 , we had four eligible independent contractors operating 52 SHOPs (including two land parcels). All of our properties across both business segments are located throughoutthe United States .
We have declared quarterly dividends entirely in shares of our common stock
since
Management Update on the Impacts of the COVID-19 Pandemic
The COVID-19 global pandemic created several risks and uncertainties that have had and may continue to have an impact on our business, including our financial condition, future results of operations and our liquidity. The extent to which the ongoing global COVID-19 pandemic, including the outbreaks that have occurred and may occur in markets where we own properties, impacts our operations and those of our tenants and third-party operators, will continue to depend on future developments, including the scope, severity and duration of the pandemic, and the actions taken to contain the COVID-19 pandemic or treat its impact, among others, which are highly uncertain and cannot be predicted with confidence, but could be material. As ofDecember 31, 2022 , our MOB segment had an occupancy of 90.4% with a weighted-average remaining lease term of 4.9 years, (based on annualized straight-line rent as ofDecember 31, 2022 ), and our SHOP segment had an occupancy of 75.1% weighted by unit count. Since the second quarter of 2021, we experienced relative stability in occupancy and operating costs in our SHOP portfolio, however, during the year endedDecember 31, 2022 , it became necessary to increase our use of temporary contract labor and agencies, and the amount we pay for wages, including overtime wages, and bonuses, in response to a shortage of workers, largely due to, among other things, the spread of more transmissible COVID-19 variants, increased inflation raising the cost of labor generally and lack of qualified personnel that we are able to employ on a permanent basis. Utilization of contract labor and agencies for care providers increased operating costs in our SHOP segment for the year endedDecember 31, 2022 , by$6.1 million as compared to the year endedDecember 31, 2021 . Future developments in the course of the pandemic, inflation increases, labor shortages and supply chain disruptions may cause further adverse impacts on our occupancy and cost levels. Occupancy and operating costs in our MOB segment were relatively stable during these quarters. The negative impact of the pandemic on our results of operations and cash flows has impacted and could continue to impact our ability to comply with covenants in our Credit Facility, and the amount available for future borrowings thereunder. For example, we would have been in default of a covenant contained in the Credit Facility requiring us to maintain a certain minimum fixed charge coverage ratio for the fiscal quarter endedJune 30, 2022 of 1.50 to 1.00. As a result, we entered into the Fourth Amendment to our Credit Facility onAugust 11, 2022 , in which the lenders agreed to reduce this covenant to permit us to avoid any Default or Event of Default. Specifically, this covenant was reduced to (a) 1.20 to 1.00 for the period commencing with the quarter endedJune 30, 2022 through the quarter endingJune 30, 2023 , (b) 1.35 to 1.00 for the period commencing with the quarter endingSeptember 30, 2023 through the quarter endingDecember 31, 2023 and (c) 1.45 to 1.00 for the period commencing with the quarter endingMarch 31, 2024 and continuing thereafter, among other changes (see Liquidity and Capital Resources section below and see Note 5 - Credit Facilities, Net to our consolidated financial statements included in this Annual Report on Form 10-K for additional information). Prospectively, based upon our current expectations, we believe our operating results throughJune 30, 2023 will allow us to comply with these covenants. However, we believe our operating results may not be sufficient to comply with the increased Fixed Charge Coverage Ratio, which increases from 1.20:1.00 to 1.35:1.00 commencing with the quarter endingSeptember 30, 2023 and thereafter. Absent a waiver or modification from the lender group, failure to comply with the Fixed Charge Coverage Ratio would constitute an Event of Default and the balance of the Credit Facility would be due and payable. We have obtained such waivers and modifications from the lender group in the past, but there can be no assurance that such a waiver or modification will be granted in future periods. Additionally, we are exploring long-term secured financing opportunities, utilizing some or all of our properties as collateral, the proceeds from which we believe will be sufficient to repay all amounts outstanding under the Credit Facility, which was$180.0 million as ofDecember 31, 2022 ($200.0 million including the$20.0 million drawn subsequent to December 31, 2022, see Note 17 - Subsequent Events for details). There can be no assurance these opportunities will result in definitive agreements on favorable terms, or at all. 56
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For additional information on the risks and uncertainties associated with the COVID-19 pandemic, please see Item 1A . "Risk Factors - We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COVID-19 pandemic" included in this Annual Report on Form 10-K for the year endedDecember 31, 2022 .
Rent Collections
We experienced delays in rent collection in the second, third and fourth quarters of 2020 and the first quarter of 2021. We took several steps to mitigate the impact of the pandemic on our business. We were in direct contact with our tenants and operators when the crisis began, cultivating open dialogue and deepening the fundamental relationships that we have carefully developed through prior transactions and historic operations. We achieved mutually agreeable solutions with our MOB tenants and in some cases, during the year endedDecember 31, 2020 , we executed lease amendments wherein we agreed to defer payment. Based on this approach and the overall financial strength and creditworthiness of our tenants, we believe that we have had positive results in our cash rent collections during this pandemic. During the years endedDecember 31, 2022 and 2021, we did not enter into any rent deferral agreements with any of our tenants and all amounts previously deferred under prior rent deferral agreements have been collected. We collected approximately 100% of the original cash rent due for the fourth quarter of 2020 and throughout 2021 and 2022 in our MOB segment. Cash rental payments for our 52 SHOPs is primarily paid by the residents through private payer insurance or directly, and to a lesser extent, by government reimbursement programs such as Medicaid and Medicare, therefore we have not provided the amount of quarterly cash rent collected for our SHOP segment. "Original cash rent" refers to contractual rents on a cash basis due from tenants as stipulated in their original executed lease agreement at inception or as amended, prior to any rent deferral agreement. We calculate "original cash rent collections" by comparing the total amount of rent collected during the period to the original cash rent due. Total rent collected during the period includes both original cash rent due and payments made by tenants pursuant to rent deferral agreements. Eliminating the impact of deferred rent paid, we collected nearly 100% of original cash rent due for each quarter of 2021 and 2022. A deferral agreement is an executed or approved amendment to an existing lease to defer a certain portion of cash rent due to a future period. During the year endedDecember 31, 2020 , we granted rent deferrals for an aggregate of$0.4 million or less than 1% of original cash rent due for the year. No additional rent was deferred during the years endedDecember 31, 2022 and 2021.
We have also granted rent concessions which serve to reduce revenue in our SHOP
segment. We offered
During the year endedDecember 31, 2022 , we experienced a significant increase in labor costs in our SHOP segment, largely due to, among other things, increased inflation raising the cost of labor generally and a lack of qualified personnel that we are able to employ on a permanent basis. As a result, our third party operators were forced to increase their use of temporary contract labor and agencies in our SHOP segment. In our SHOP segment, we recorded$6.1 million in temporary contract labor and agency-related costs for care providers for the year endedDecember 31, 2022 , as compared to almost no temporary contract labor and agency-related costs for care providers for the year endedDecember 31, 2021 . Using temporary contract labor and agencies is typically more costly than internal staffing supplied by our third party operators. As a result of the increased use of temporary contract labor and agencies, as well as the continuing impact of the national labor shortage, the amounts we incurred for salaries, wages, overtime and bonuses to meet our third parties' labor needs in our SHOP segment continued to increase during the year endedDecember 31, 2022 as compared to the year endedDecember 31, 2021 . Because occupancy levels have not yet recovered to their pre-pandemic rates (as noted in the table below) and resident fees have not increased enough to counteract these lower occupancy rates, our results of operations in our SHOP segment have been significantly adversely affected by the increase in labor costs. There is no guarantee the occupancy levels in our SHOP segment will increase and return to their pre-pandemic levels, that we will be able to raise resident fee levels at rates that are commensurate with these increases in labor costs or that we will reduce our reliance on contract labor. Beginning inMarch 2020 , the COVID-19 pandemic and measures to prevent its spread began to affect us in a number of ways. Occupancy in our SHOP portfolio has trended lower sinceDecember 31, 2019 to a low of 72.0% as ofMarch 31, 2021 and has subsequently begun to stabilize. As ofDecember 31, 2022 , occupancy in our SHOP segment reached 75.1%. We have also continued to experience lower inquiry volumes and reduced in-person tours. These and other impacts of the COVID-19 pandemic have affected and could continue to affect our ability to fill vacancies. The below table presents SHOP occupancy since the onset of the COVID-19 pandemic inMarch 2020 : 57
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Table of Contents As of Number of Properties (1) Rentable Units Percentage Leased December 31, 2019 59 4,926 85.1% March 31, 2020 63 5,198 84.4% June 30, 2020 63 5,198 79.2% September 30, 2020 67 5,350 77.4% December 31, 2020 59 4,878 74.5% March 31, 2021 55 4,682 72.0% June 30, 2021 54 4,530 73.2% September 30, 2021 54 4,494 74.3% December 31, 2021 54 4,494 74.1% March 31, 2022 50 4,378 75.9% June 30, 2022 50 4,374 76.3% September 30, 2022 50 4,374 75.8% December 31, 2022 50 4,374 75.1% ________
(1) Exclusive of two land parcels.
The declines in revenue we experienced during the years endedDecember 31, 2022 and 2021, as compared to the year endedDecember 31, 2020 , were primarily attributable to the decline in occupancy in or SHOP segment, as noted in the table above, and our SHOP disposals which reduced the average number of rentable units over the periods, partially offset by recovering occupancy and increased rental rates on some of our properties which were effectiveJanuary 1, 2022 . In addition, although operating costs began to rise materially, including for services, labor and personal protective equipment and other supplies as early asMarch 2020 , during the year endedDecember 31, 2022 , these trends became more prominent as our third party operators relied more on the use of contract labor and agencies and had to increase the amounts we incur for salaries, wages, overtime and bonuses, as noted above. At the SHOPs, we generally bear these cost increases, which were partially offset by funds received under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), and to a lesser extent, cost recoveries for personal protective equipment from residents. See below for additional information on the CARES Act. There can be no assurance, however, that future developments in the course of the pandemic, inflation increases, labor shortages and supply disruptions will not cause further adverse impacts to our occupancy, revenues and cost levels, and these trends may continue to impact us and have a material adverse effect on our revenues and net income in future quarters. We believe that our vaccination participation achieved in 2021 for both residents and staff populations have mitigated certain adverse impacts of COVID-19. Furthermore, as infections decline and more vaccinations and boosters are administered during 2023, our occupancy may further increase. However, there can be no assurance as to when or if we will be able to approach pre-pandemic levels of occupancy. The pandemic raised the risk of an elevated level of resident exposure to illness and restrictions on move-ins at our SHOPs, and increased the general level of frailty for our incoming residents, which has and could also continue to adversely impact resident length of stay, occupancy and revenues, as well as increase costs. We believe that the actions we have taken help reduce, but do not eliminate, the incidences of COVID-19 at our properties. Any incidences, or the perception that outbreaks may occur, could materially and adversely affect our revenues and net income, as well as cause reputational harm to us and our tenants, managers and operators. The extent to which the global COVID-19 pandemic, including the outbreaks that have occurred and may occur in markets where we own properties, impacts our operations and those of our tenants and third-party operators, will continue to depend on future developments, including the scope, severity and duration of the pandemic, and the actions taken to contain the COVID-19 or treat its impact, among others, which are highly uncertain and cannot be predicted with confidence, but could be material. OnMarch 27, 2020 , the CARES Act was signed into law providing, among other things, funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic. Funds provided under the program were to be used for the preparation, prevention, and medical response to COVID-19, and were designated to reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19. During the years endedDecember 31, 2022 , 2021, and 2020, we received$4.5 million ,$5.1 million and$3.6 million , respectively, from CARES Act grants. For accounting purposes, we treat the funds as grant contributions from the government and the full amounts were recognized as reductions of property operating and maintenance expenses in our consolidated statement of operations during the years endedDecember 31, 2022 , 2021 and 2020. 58
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We do not anticipate that any further funds under the CARES Act will be received, and there can be no assurance that the program will be extended or any further amounts received under currently effective or potential future government programs.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Impacts of the COVID-19 Pandemic
As discussed above we took a proactive approach to achieve mutually agreeable solutions with our tenants and in some cases, in the year endedDecember 31, 2020 , we executed lease amendments providing for deferral of rent. For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which doesn't apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases were modified, the FASB andSEC provided relief that allowed companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, we would be required to apply modification accounting including assessing classification under ASC 842. Some, but not all of our lease modifications qualified for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, we elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease. For leases not qualified for this relief, we applied modification accounting and determined that there were no changes in the current classification of our leases impacted by negotiations with our tenants.
Revenue Recognition
Our revenues, which are derived primarily from lease contracts, include rent received from tenants in our MOB segment. As ofDecember 31, 2022 these leases had a weighted average remaining lease term of 4.9 years. Rent from tenants in our MOB segment (as discussed below) is recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Because many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable for, and include in revenue from tenants on a straight-line basis, unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, we have elected to report combined lease and non-lease components in a single line "Revenue from tenants." For expenses paid directly by the tenant, under both ASC 842 and 840, we have reflected them on a net basis. Our revenues also include resident services and fee income primarily related to rent derived from lease contracts with residents in the Company's SHOP segment, held using a structure permitted under RIDEA and to a lesser extent, fees for ancillary services performed for SHOP residents, which are generally variable in nature. Rental income from residents in our SHOP segment is recognized as earned when services are provided. Residents pay monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the leases are short term in nature, primarily month-to-month. Fees for ancillary services are recorded in the period in which the services are performed. 59
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We defer the revenue related to lease payments received from tenants and residents in advance of their due dates. Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating and maintenance expenses related to non-SHOP assets (recorded in revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating and maintenance costs of the respective properties. We continually review receivables related to rent and unbilled rents receivable and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standards, we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If we determine that it is probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if we determine it is not probable that we will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. Under ASC 842, which was adopted effective onJanuary 1, 2019 , uncollectable amounts are reflected as reductions in revenue. Under ASC 840, we recorded such amounts as bad debt expense as part of property operating expenses. During the years endedDecember 31, 2022 , 2021 and 2020 such amounts were$3.2 million ,$1.1 million and$2.7 million , respectively. Approximately$1.3 million and$1.0 million in the years endedDecember 31, 2022 and 2020, respectively, related to previously disposed properties. There were no significant write-off's related to previously disposed properties during the year endedDecember 31, 2021 . Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
At the time an asset is acquired, we evaluate the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the "Purchase Price Allocation" section below for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years endedDecember 31, 2022 , 2021 or 2020. Properties that are intended to be sold are to be designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. There were no real estate investments held for sale as ofDecember 31, 2022 orDecember 31, 2021 . Purchase Price Allocation In both a business combination and an asset acquisition, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above-and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In allocating the fair value to any assumed or issued non-controlling interests, amounts are recorded at their fair value at the close of business on the acquisition date. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years endedDecember 31, 2022 , 2021 and 2020 were accounted for as asset acquisitions. We acquired four properties during the year endedDecember 31, 2022 . 60
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For acquired properties with leases classified as operating leases, we allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. We estimate the fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on our evaluation of the specific characteristics of each tenant's lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals, among other factors. We did not record any intangible asset amounts related to customer relationships during the years endedDecember 31, 2022 and 2021.
Accounting for Leases
Lessor Accounting
In accordance with the lease accounting standard, all of our leases as lessor prior to adoption were accounted for as operating leases. We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property's fair value at lease inception, or the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As ofDecember 31, 2022 and 2021, we did not have any leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. As a lessor of real estate, we elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating and maintenance expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed.
Lessee Accounting
We are also the lessee under certain land leases which will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the consolidated balance sheets as ofDecember 31, 2022 and 2021, and the rent expense is reflected on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss for the years endedDecember 31, 2022 , 2021 and 2020. For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a 61
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right-of-use asset ("ROU") and a lease liability for all leases with a term of
greater than 12 months regardless of their classification. Further, certain
transactions where at inception of the lease the buyer-lessor accounted for the
transaction as a purchase of real estate and a new lease, may now be required to
have symmetrical accounting to the seller-lessee if the transaction was not a
qualified sale-leaseback and accounted for as a financing transaction. For
additional information and disclosures related to our operating leases, see
Note 16 - Commitments and Contingencies to the consolidated financial statements included in this Annual Report on Form 10-K.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, we would recognize an impairment loss in the consolidated statement of operations and comprehensive (loss) to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 7 to 10 years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Construction in progress, including capitalized interest, insurance and real estate taxes, is not depreciated until the development has reached substantial completion. The value of certain other intangibles such as certificates of need in certain jurisdictions are amortized over the expected period of benefit (generally the life of the related building).
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Above-and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time. Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
Equity-Based Compensation
The Company has a stock-based incentive award program for its directors, which is accounted for under the guidance of share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such awards is included in general and administrative expenses and is recognized over the service period (i.e., vesting) required or when the requirements for exercise of the award have been met. CARES Act Grants OnMarch 27, 2020 , the CARES Act was signed into law and it provides funding to Medicare providers in order to provide financial relief during the COVID-19 pandemic. Funds provided under the program were to be used for the preparation, prevention, and medical response to COVID-19, and were designated to reimburse providers for healthcare related expenses and lost revenues attributable to COVID-19. During the years endedDecember 31, 2022 , 2021 and 2020 we received$4.5 million ,$5.1 million and$3.6 million in funding from CARES Act grants, respectively. For accounting purposes, the CARES Act funds are treated as a grant contribution from the government. The funding we received was recognized as a reduction of property operating and maintenance expenses in our consolidated statements of operations to offset the negative impacts of COVID-19. We do not anticipate that any further funds under the CARES Act will be received, and there can be no 62
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assurance that the program will be extended or any further amounts received under currently effective or potential future government programs.
Recently Issued Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion.
Results of Operations
Below is a discussion of our results of operations for the years endedDecember 31, 2022 and 2021. Please see the "Results of Operations" section located on page 60 under Item 7 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 for a discussion of our results of operations for the year endedDecember 31, 2020 and year-to-date comparisons betweenDecember 31, 2021 and 2020.Same Store Properties Information based onSame Store Properties ,Acquired Properties andDisposed Properties (as each are defined below) allows us to evaluate the performance of our portfolio based on a consistent population of properties owned for the entire period of time covered. As ofDecember 31, 2022 , we owned 202 properties. There were 181 properties (our "Same Store Properties ") owned for the entire years endedDecember 31, 2022 and 2021, including two land parcels. SinceJanuary 1, 2021 and throughDecember 31, 2022 , we acquired 21 properties (our "Acquired Properties ") and disposed of 12 properties (our "Disposed Properties ").
The following table presents a roll-forward of our properties owned from
MOB SHOP Total
Number of properties, December 31, 2020 132 61 193
Acquisition activity during the year ended December 31, 2021 17 - 17
Disposition activity during the year ended December 31, 2021 (3) (5) (8)
Number of properties, December 31, 2021 146 56 202
Acquisition activity during the year ended December 31, 2022 4 - 4
Disposition activity during the year ended
(4) (4)
Number of properties, December 31, 2022 150 52 202
Number of Same Store Properties (1) 129 52 181 Number of Acquired Properties 21 - 21 Number of Disposed Properties 3 9 12 _______________
(1)Includes the acquisition of a land parcel adjacent to an existing property which is not considered an Acquisition.
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Comparison of the Years Ended
Net loss attributable to common stockholders was$93.3 million and$92.9 million for the years endedDecember 31, 2022 and 2021, respectively. The following table shows our results of operations for the years endedDecember 31, 2022 and 2021 and the year to year change by line item of the consolidated statements of operations: Increase Year Ended December 31, (Decrease) (Dollar amounts in thousands) 2022 2021 $ Revenue from tenants$ 335,846 $ 329,355 $ 6,491 Operating expenses: Property operating and maintenance 213,444 205,813 7,631 Impairment charges 27,630 40,951 (13,321) Operating fees to related parties 25,353 24,206 1,147 Acquisition and transaction related 1,484 2,714 (1,230) General and administrative 17,287 16,828 459 Depreciation and amortization 82,064 79,926 2,138 Total expenses 367,262 370,438 (3,176) Operating loss before gain on sale of real estate investments (31,416) (41,083) 9,667 Gain (loss) on sale of real estate investments (125) 3,648 (3,773) Operating loss (31,541) (37,435) 5,894 Other income (expense): Interest expense (51,740) (47,900) (3,840) Interest and other income 27 61 (34) Gain on non-designated derivatives 3,834 37 3,797 Total other expenses (47,879) (47,802) (77) Loss before income taxes (79,420) (85,237) 5,817 Income tax expense (201) (203) 2 Net loss (79,621) (85,440) 5,819 Net loss attributable to non-controlling interests 135 260 (125) Allocation for preferred stock (13,799) (7,762) (6,037) Net loss attributable to common stockholders$ (93,285) $ (92,942) $ (343) 64
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Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to revenue from tenants less property operating and maintenance expenses. NOI excludes all other financial statement amounts included in net income (loss) attributable to common stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See "Non-GAAP Financial Measures" below for additional disclosure and a reconciliation, in the aggregate, of the NOI for the segments presented below to our net loss attributable to common stockholders.
Segment Results - Medical Office Buildings
The following table presents the components of NOI and the period to period change within our MOB segment for the years endedDecember 31, 2022 and 2021:Segment Same Store (1) Acquisitions(2) Dispositions(3) Segment Total(4) Increase Increase Increase Increase Year EndedDecember 31 , (Decrease) Year EndedDecember 31 , (Decrease) Year EndedDecember 31 , (Decrease) Year EndedDecember 31 , (Decrease) (Dollar amounts in thousands) 2022 2021 $ 2022 2021 $ 2022 2021 $ 2022 2021 $ Revenue from tenants$ 114,860 $ 113,342 $ 1,518 $ 16,576 $ 5,592 $ 10,984 $ 9 $ 3,933 $ (3,924) $ 131,445 $ 122,867 $ 8,578 Less: Property operating and maintenance 32,484 30,659 1,825 3,482 1,291 2,191 (20) 2,530 (2,550) 35,946 34,480 1,466 NOI$ 82,376 $ 82,683 $ (307) $ 13,094 $ 4,301 $ 8,793 $ 29 $ 1,403 $ (1,374) $ 95,499 $ 88,387 $ 7,112 _______________
(1)Our MOB segment included 129
Revenue from tenants primarily reflects contractual rent received from tenants in our MOBs and operating expense reimbursements. These reimbursements generally increase in proportion with the increase in property operating and maintenance expenses in our MOB segment. Pursuant to many of our lease agreements in our MOBs, tenants are required to pay their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors, in addition to base rent. Revenue from Tenants During the year endedDecember 31, 2022 , revenue from tenants increased by$8.6 million in our MOB segment as compared to the year endedDecember 31, 2021 , primarily as a result of increased revenue from tenants of$11.0 million generated from ourAcquired Properties and increased revenue from tenants of$1.5 million from ourSame Store Properties , partially offset by a decrease in revenue from tenants of$3.9 million from ourDisposed Properties . The increase in revenue from ourSame Store Properties was primarily attributable from increased operating expense reimbursement revenue from increased property, operating and maintenance expenses, partially offset by non-recoverable amounts from marginally lower occupancy in the year endedDecember 31, 2022 as compared toDecember 31, 2021 .
Property Operating and Maintenance
Property operating and maintenance relates to the costs associated with our properties, including real estate taxes, utilities, repairs, maintenance, and unaffiliated third party property management fees. During the year endedDecember 31, 2022 , property operating and maintenance costs in our MOB segment increased by$1.5 million as compared to the year endedDecember 31, 2021 , primarily as a result of increased costs from ourAcquired Properties of$2.2 million and increased costs from ourSame Store Properties of$1.8 million . These increases were partially offset by decreased costs from ourDisposed Properties of$2.6 million . The increase in property operating and maintenance expenses from our Same Store properties is primarily the result of the impacts of inflation on utility and maintenance costs, which are largely reimbursed by tenants.
Segment Results -
The following table presents the revenue and property operating and maintenance expense and the period to period change within our SHOP segment for the years endedDecember 31, 2022 and 2021: 65
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Segment Same Store (1) Acquisitions (2) Dispositions (3) Segment Total
Increase Increase Increase Increase
Year Ended December 31 , (Decrease) Year Ended December 31 , (Decrease) Year Ended December 31 , (Decrease) Year Ended December 31 , (Decrease)(Dollar amounts in thousands) 2022 2021 $ 2022 2021 $ 2022 2021 $ 2022 2021 $ Revenue from tenants$ 204,443 $ 195,652 $ 8,791 $ - $ - $
- $ (41)
204,402 $ 206,488 $ (2,086)
Less: Property operating
and maintenance 174,516 159,432 15,084 - - - 2,983 11,901 (8,918) 177,499 171,333 6,166
NOI $ 29,927 $ 36,220 $ (6,293) $ - $ - $ - $ (3,024) $ (1,065) $ (1,959) $ 26,903 $ 35,155 $ (8,252)
__________
(1)Our SHOP segment included 52
Revenues from tenants within our SHOP segment are generated in connection with rent and services offered to residents depending on the level of care required, as well as fees associated with other ancillary services. Property operating and maintenance expenses relates to the costs associated with staffing to provide care for the residents in our SHOPs, as well as food, marketing, real estate taxes, management fees paid to our third party operators, and costs associated with maintaining the physical site.
Revenue from Tenants
During the year endedDecember 31, 2022 , revenue from tenants decreased by$2.1 million in our SHOP segment as compared to the year endedDecember 31, 2021 , which was primarily driven by a decrease in revenue from tenants of$10.9 million due to ourDisposed Properties , partially offset by an increase in revenue from tenants of$8.8 million from ourSame Store Properties . The increase to ourSame Store Properties revenue from tenants was primarily driven by higher monthly leasing rates in the year endedDecember 31, 2022 , as compared to the year endedDecember 31, 2021 . Our revenue from tenants also improved due to higher and recovering occupancy in the year endedDecember 31, 2022 as compared to lower and declining occupancy in the year endedDecember 31, 2021 . For ourSame Store Properties , average quarterly occupancy was 75.7% and 74.4% in the years endedDecember 31, 2022 and 2021, respectively. These increases were partially offset by an increase in rent concessions offered during the year endedDecember 31, 2022 of$3.2 million , as compared to$2.0 million in the year endedDecember 31, 2021 . We also previously generated a portion of our SHOP revenue from SNFs (which include ancillary revenue from non-residents) at two of our Same Store SHOPs and two of our Disposition SHOPs. This revenue was$3.5 million during the year endedDecember 31, 2021 and was not significant during the year endedDecember 31, 2022 as a result of transitioning our SNF units to other types of units at ourSame Store Properties , as well as from disposing of our SNF inWellington ,Florida inMay 2021 . This property's results are presented inDisposed Properties in the table above. As a result of these unit transitions and dispositions, we do not expect ancillary revenue to be a significant source of revenue in future periods. Additionally, during the years endedDecember 31, 2022 and 2021, we recorded reductions in revenue related to bad debt of$3.2 million and$1.1 million , respectively. Approximately$1.3 million of bad debt expense recorded in the years endedDecember 31, 2022 was related to ourDisposed Properties . There were no significant write-off's related to previously disposed properties during the year endedDecember 31, 2021 .
Property Operating and Maintenance
During the year endedDecember 31, 2022 , property operating and maintenance expenses increased$6.2 million in our SHOP segment as compared to the year endedDecember 31, 2021 , primarily due to an increase in property operating and maintenance expenses of$15.1 million from ourSame Store Properties , partially offset by a decrease in property operating and maintenance expenses of$8.9 million from ourDisposed Properties . Our Same Store properties operating and maintenance expenses increased significantly in the year endedDecember 31, 2022 compared to the year endedDecember 31, 2021 , primarily from increased amounts incurred from contract labor and agencies, as well as amounts incurred for wages, including overtime and bonus amounts, paid to employees of our third-party operators. Contract labor and agency costs at ourSame Store Properties increased$6.0 million , and amounts our third party operators pay for overtime wages and bonuses, as well as overall inflation on utilities and supplies increased our property maintenance and operating costs by$8.5 million in the year endedDecember 31, 2022 . For additional information on the risks and uncertainties associated with increases in inflation and labor costs, see the Inflation section below and Part 1 - Item 1A. Risk Factors section of this Annual Report on Form 10-K. 66
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The total increase inSame Store Properties operating and maintenance expenses was also impacted by the receipt of$4.5 million of funds through the CARES Act in the year endedDecember 31, 2022 , as compared to$5.1 million during the year endedDecember 31, 2021 , which offset costs incurred from the COVID-19 pandemic. Of the$4.5 million of CARES Act funds received by us in the year endedDecember 31, 2022 ,$3.9 million was recognized as a reduction to our Same Store Property operating and maintenance expenses in the table above, with the remainder attributable to our Disposed properties. Of the$5.1 million of CARES Act funds received in the year endedDecember 31, 2021 ,$4.5 million was attributable to our Same Store Property operating and maintenance expenses with the remainder attributable to our Disposed properties. There can be no assurance that the program will be extended or any further amounts received. See the "Overview - Management Update on the Impacts of the COVID-19 Pandemic" section above for additional information on the risks and uncertainties associated with the COVID-19 pandemic and management's actions taken in response.
Other Results of Operations
Impairment Charges
We incurred$27.6 million of impairment charges for the year endedDecember 31, 2022 , of which$10.6 million related to seven skilled nursing facilities in our MOB segment located inIllinois ,$15.1 million related to six held for use SHOP properties of eight total properties that we are actively marketing for sale and$1.8 million related to an MOB property located inPennsylvania which we began marketing for sale in the fourth quarter of 2022. All of these impairment charges were recorded to reduce the carrying value of the properties to their fair values, respectively, as determined by estimated discounted cash flows over our intended holding periods. We incurred$41.0 million of impairment charges for the year endedDecember 31, 2021 . The impairment charges for the year endedDecember 31, 2021 related to a$0.9 million impairment on ourWellington property, which was recorded to adjust the carrying value to its fair value as determined by its purchase and sale agreement, a$6.1 million impairment related to an MOB property located inSun City, Arizona , and$34.0 million related to ourLaSalle properties.
See Note 3 - Real Estate Investments to our consolidated financial statements in this Annual Report on Form 10-K for additional information on impairment charges.
Operating Fees to Related Parties
Operating fees to related parties increased
Our Advisor and Property Manager are paid for asset management and property management services for managing our properties on a day-to-day basis. We pay a fixed base management fee equal to$1.6 million per month, while the variable portion of the base management fee is equal, per month, to one twelfth of 1.25% of the cumulative net proceeds of any equity raised subsequent toFebruary 17, 2017 . Asset management fees increased$1.1 million to$21.8 million for the year endedDecember 31, 2022 from$20.7 million for the year endedDecember 31, 2021 . The increase in the variable portion of the base management fee was a result of a full year of fees in 2022 for preferred equity offerings completed in May andOctober 2021 , which increased the variable asset management fee in the year endedDecember 31, 2022 relative to the year endedDecember 31, 2021 . There are no fees earned for stock dividend issuances. Variable asset management fees will further increase if we issue additional equity securities in the future. There were no incentive fees incurred in either of the years endedDecember 31, 2022 or 2021. Property management fees increased$0.5 million to$4.2 million during the year endedDecember 31, 2022 from$3.7 million for the year endedDecember 31, 2021 . Property management fees increase or decrease in direct correlation with gross revenues of the properties managed and depending on the mix of properties managed, as the fee payable for different types of properties varies. See Note 9 - Related Party Transactions and Arrangements to our consolidated financial statements found in this Annual Report on Form 10-K which provides detail on our asset and property management fees.
Acquisition and Transaction Related Expenses
Acquisition and transaction related expenses were$1.5 million for the year endedDecember 31, 2022 and$2.7 million for the year endedDecember 31, 2021 . This decrease was due to certain transactions that occurred in the year endedDecember 31, 2021 which did not occur in the year endedDecember 31, 2022 . The acquisition and transaction related expenses incurred during the year endedDecember 31, 2022 consist of: (i) dead deal costs of$0.8 million , (ii) legal fees related to terminated SHOP operators of$0.5 million and (iii) mortgage repayment penalties of$0.2 million . 67
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The acquisition and transaction related expenses incurred during the year endedDecember 31, 2021 consisted of: (i) the write-off of offering costs relating to the Preferred Stock Equity Line of$1.2 million (see Note 8 - Stockholder's Equity for additional information), (ii)$0.8 million of litigation costs related to ourMichigan dispositions which occurred in the first quarter of 2021, (iii)$0.5 million of dead deal and other miscellaneous costs and (iv)$0.2 million of settlement charges related to ourJupiter, Florida disposition which occurred in the second quarter of 2021.
General and Administrative Expenses
General and administrative expenses increased$0.5 million to$17.3 million for the year endedDecember 31, 2022 compared to$16.8 million for the year endedDecember 31, 2021 , which includes$8.8 million and$8.4 million (net of a professional fee credit discussed below) for the years endedDecember 31, 2022 and 2021, respectively, incurred in expense reimbursements. The increase in general and administrative expenses was primarily driven by a professional fee credit of$1.0 million during the year endedDecember 31, 2021 related to an adjustment for 2020 bonuses. See Note 9 - Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Depreciation and Amortization Expenses
Depreciation and amortization expense increased$2.1 million to$82.1 million for the year endedDecember 31, 2022 from$79.9 million for the year endedDecember 31, 2021 . The increase was due to our acquisitions of approximately$4.7 million , partially offset by a decrease in Same Store depreciation and amortization of$0.9 million primarily due to several intangible assets becoming fully amortized and a decrease due to dispositions of$2.0 million . The decrease in our Same Store depreciation and amortization was partially offset by$1.3 million of accelerated depreciation we recorded in the year endedDecember 31, 2022 on one MOB property inFlorida which incurred damages as a result of Hurricane Ian as well as 15 SHOPs across the Midwest which suffered cold weather-related damages.
Gain on Sale of Real Estate Investments
During the third quarter of 2021, we began to actively market theLaSalle Properties for sale, and a non-binding letter of intent was signed in the fourth quarter of 2021 for an aggregate contract sales price of$12.4 million . We completed the sale of theLaSalle Properties in the first quarter of 2022 and, as a result, we recorded a loss on sale of$0.3 million for the year endedDecember 31, 2022 . We had previously recorded$34.0 million of impairment charges on theLaSalle Properties in the year endedDecember 31, 2021 . We also recorded a gain on sale of$0.2 million in the year endedDecember 31, 2022 related to the settlement of a lien on formerly disposed properties. During the year endedDecember 31, 2021 , we disposed of eight properties. The properties were sold for an aggregate contract price of$133.6 million , which resulted in an aggregate gain on sale of$3.6 million . See N ote 3 - Real Estate Investments, Net to our consolidated financial statements in this Annual Report on Form 10-K for additional information on the dispositions noted above. Interest Expense Interest expense increased by$3.8 million to$51.7 million for the year endedDecember 31, 2022 from$47.9 million for the year endedDecember 31, 2021 . The increase in interest expense resulted from higher average interest rates of amounts outstanding under our Revolving Credit Facility during 2022, as compared to 2021. As ofDecember 31, 2022 we had total borrowings of$1.1 billion , at a weighted average interest rate of 4.83% per year. As ofDecember 31, 2021 , we had total borrowings of$1.1 billion , at a weighted average interest rate of 3.44% per year. Our interest expense in future periods will vary based on our level of future borrowings and the cost of borrowings (including current market rates) among other factors. Market interest rates have continued to increase throughout the year endedDecember 31, 2022 and subsequently thereafter. Our weighted average interest rate as ofDecember 31, 2022 was higher than that as ofDecember 31, 2021 . We anticipate that interest expense for the year endedDecember 31, 2023 will exceed the$51.7 million expense recorded for the year endedDecember 31, 2022 if interest rates maintain current levels or continue to increase.
Interest and Other Income
Interest and other income includes income from our investment securities and interest income earned on cash and cash equivalents held during the period. Interest and other income was approximately$27,000 for the year endedDecember 31, 2022 . Interest and other income was approximately$61,000 for the year endedDecember 31, 2021 . 68
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Gain on Non-Designated Derivatives
Gain on non-designated derivative instruments for the years endedDecember 31, 2022 and 2021 related to interest rate caps that are designed to protect us from adverse interest rate changes in connection with our Fannie Mae Master Credit Facilities, which have floating interest rates. The gain recorded in the year endedDecember 31, 2022 was due to significant increases in interest rates during the period and represents the change in value as well as$0.3 million of cash received from these interest rate caps. In prior years, these interest rate caps were not limiting interest expense and did not have significant changes in value, nor was any cash received.
Income Tax Expense
Income taxes generally relate to our SHOPs, which are leased to our TRS. We
recorded income tax expense of
Because of our TRS's recent operating history of losses and the impacts of the COVID-19 pandemic on the results of operations of our SHOP assets, in the third quarter of 2020, we were not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets and recorded a full valuation allowance. Since that time, our TRS's operating performance has not significantly improved and thus we have recorded a 100% valuation allowance on our net deferred tax assets throughDecember 31, 2022 . If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive income (loss).
Net Loss Attributable to Non-Controlling Interests
Net loss attributable to non-controlling interests was$0.1 million and$0.3 million for the years endedDecember 31, 2022 and 2021, respectively. These amounts represent the portion of our net income that is related to the Series A Preferred Units held by third parties (issued in connection with a property acquisition in September, 2021), Common OP Units held by third parties, and other non-controlling interest holders in our subsidiaries that own certain properties.
Allocation for Preferred Stock
Allocation for preferred stock was$13.8 million and$7.8 million for the years endedDecember 31, 2022 and 2021, respectively. These amounts represent the allocation of our net income that is related to holders of Series A Preferred Stock and holders of Series B Preferred Stock. The increase in the allocation for preferred stock is the result of additional shares of Series A Preferred Stock and Series B Preferred Stock issued in the year endedDecember 31, 2021 , which were outstanding for a partial year in the year endedDecember 31, 2021 but which were outstanding for a full year in the year endedDecember 31, 2022 . 69
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Cash Flows from Operating Activities
During the year endedDecember 31, 2022 , net cash provided by operating activities was$28.3 million . The level of cash flows provided by operating activities is affected by, among other things, the number of properties owned, the performance of those properties, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments and the level of operating expenses. Cash inflows include non-cash items of$38.5 million (net loss of$79.6 million adjusted for non-cash items including depreciation and amortization of tangible and identifiable intangible real estate assets, deferred financing costs and mortgage premiums and discounts, bad debt expense, equity-based compensation, gain on non-designated derivatives and impairment charges) and a decrease in prepaid expenses and other assets of$3.0 million . These cash inflows were partially offset by a decrease in accounts payable and accrued expenses of$2.9 million related to timing of payments for real estate taxes, property operating expenses and professional and legal fees, a decrease in deferred rent and other liabilities of$2.7 million and by a net increase in unbilled receivables recorded in accordance with straight-line basis accounting of$1.5 million . During the year endedDecember 31, 2021 , net cash provided by operating activities was$38.9 million . The level of cash flows provided by operating activities is affected by, among other things, the number of properties owned, the performance of those properties, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments and the level of operating expenses. Cash inflows include non-cash items of$38.8 million (net loss of$85.4 million adjusted for non-cash items including depreciation and amortization of tangible and identifiable intangible real estate assets, deferred financing costs and mortgage premiums and discounts, bad debt expense, equity-based compensation, gain on non-designated derivatives and impairment charges). In addition, cash provided by operating activities was impacted by an increase in accounts payable and accrued expenses of$1.3 million related to higher accrued real estate taxes, property operating expenses and professional and legal fees, a net decrease in prepaid expenses and other assets of$2.1 million , and by an increase in deferred rent of$1.7 million . These cash inflows were partially offset by a net increase in unbilled receivables recorded in accordance with straight-line basis accounting of$0.8 million .
Cash Flows from Investing Activities
Net cash used in investing activities during the year endedDecember 31, 2022 was$41.8 million . The cash used in investing activities included$25.5 million for the acquisition of four properties and$28.0 million in capital expenditures. These cash outflows were partially offset by$11.7 million in proceeds from the sale of the fourLaSalle Properties . Net cash used in investing activities during the year endedDecember 31, 2021 was$47.9 million . The cash used in investing activities included$159.3 million for the acquisition of 17 properties and$19.1 million in capital expenditures. These cash outflows were partially offset by proceeds from the sale of real estate of$130.4 million .
Cash Flows from Financing Activities
Net cash provided by financing activities of$4.6 million during the year endedDecember 31, 2022 was comprised of cash inflows of$30.0 million from borrowings under our Revolving Credit facility, partially offset by outflows of payments on our Credit Facilities of$3.0 million , payments of deferred financing costs of$1.7 million , dividends paid to holders of Series A Preferred Stock of$7.3 million , dividends paid to holders of Series B Preferred Stock of$6.5 million and principal payments on mortgages of$6.7 million . Net cash provided by financing activities of$4.1 million during the year endedDecember 31, 2021 related to net proceeds from the issuance of Series A preferred stock of$56.3 million , net proceeds from the issuance of Series B preferred stock of$86.9 million and proceeds from a mortgage note payable of$42.8 million . These cash inflows were partially offset by net repayments under our Revolving Credit Facility of$173.8 million , payment for deferred financing costs of$1.5 million and payments of preferred stock dividends of$5.1 million .
Liquidity and Capital Resources
Our existing principal demands for cash are to fund acquisitions, capital expenditures, the payment of our operating and administrative expenses, debt service obligations (including principal repayment), and dividends to holders of our Series A Preferred Stock and holders of our Series B Preferred Stock. We closely monitor our current and anticipated liquidity position relative to our current and anticipated demands for cash and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months. Our future liquidity requirements, and available liquidity, however, depend on many factors, such as the impact of COVID-19 on our tenants and operators. Further, recent and continuing increases in inflation brought about by labor shortages, supply chain disruptions and increases in interest rates may adversely impact our results of operations and thus ultimately our liquidity. Moreover, these increases in the rate of inflation, the ongoing war inUkraine and related sanctions, supply chain disruptions and increases in interest rates, may also impact our tenant and residents' ability to pay rent and thus our cash flows. For more information about the risks and uncertainties associated with inflation, the ongoing war inUkraine and related sanctions, and labor shortages and labor costs, please see the Inflation section below and Part I - Item 1A. Risk Factors section of this Annual Report on Form 10-K. 70
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We expect to fund our future short-term operating liquidity requirements, including dividends to holders of Series A Preferred Stock and holders of Series B Preferred Stock, through a combination of current cash on hand, net cash provided by our property operations and draws on the Revolving Credit Facility, which may include additional borrowings following the repayments we were or are required to make thereunder. As ofDecember 31, 2022 and 2021, we had$53.7 million and$59.7 million of cash and cash equivalents, respectively, and our ability to use this cash on hand is restricted. Under our Credit Facility, we are required to maintain a combination of cash, cash equivalents and availability for future borrowings under our Revolving Credit Facility totaling at least$50.0 million . As ofDecember 31, 2022 ,$203.4 million was available for future borrowings under our Revolving Credit Facility, of which$90.0 million was available for general corporate purposes and acquisitions, with the remainder available to repay other existing debt obligations. Certain other restrictions and conditions described below, including those on paying cash dividends on our common stock, will no longer apply starting in the "Commencement Quarter " which is a quarter in which we make an election and, as of the day prior to the commencement of the applicable quarter we have a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least$100.0 million , giving effect to the aggregate amount of distributions projected to be paid by us during the applicable quarter, our ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 62.5%, and our Fixed Charge Coverage Ratio is not less than 1.50 to 1.00 for the most recently ended four fiscal quarters. The fiscal quarter endedJune 30, 2021 was the first quarter that could have been theCommencement Quarter . We did not satisfy the conditions during the quarter endedDecember 31, 2022 in order to elect the quarter endingMarch 31, 2023 as theCommencement Quarter . There can be no assurance as to if, or when, we will, or will be able to, elect theCommencement Quarter , including to the extent we may be unable to satisfy these conditions in future periods. We may not pay distributions to holders of common stock in cash or any other cash distributions (including repurchases of shares of our common stock) on our common stock until theCommencement Quarter . Moreover, beginning in theCommencement Quarter , we may only pay cash distributions provided that the aggregate distributions (as defined in the Credit Facility and including dividends on Series A Preferred Stock, Series B Preferred Stock or any other class of preferred stock that may be issued) for any period of four fiscal quarters that do not exceed 95% of Modified FFO (as defined in the Credit Facility) for the same period based only on fiscal quarters after theCommencement Quarter . Our Credit Facility also restricts our uses of liquidity. Until the first day of theCommencement Quarter , we must use all of the net cash proceeds from any capital event (such as an asset sale, financing or equity issuance) to repay amounts outstanding under the Revolving Credit Facility, to the extent there are any such amounts outstanding. We may borrow additional amounts if all relevant conditions are met, including sufficient availability for future borrowings. There can be no assurance these conditions will be met. The availability for future borrowings under the Credit Facility is calculated using the adjusted net operating income of the real estate assets comprising the borrowing base, and availability has been, and may continue to be, adversely affected by the increases in operating costs, primarily costs arising from the use of contract labor for care providers and, to a lesser extent, the amount we pay in overtime wages and bonuses, that have resulted from the effects of the COVID-19 pandemic and may persist for some time.
Financings
As ofDecember 31, 2022 , our total debt leverage ratio (net debt divided by gross asset value) was approximately 41.5%. Net debt totaled$1.1 billion , which represents gross debt ($1.1 billion ) less cash and cash equivalents ($53.7 million ). Gross asset value totaled$2.6 billion , which represents total real estate investments, at cost ($2.6 billion ), net of gross market lease intangible liabilities ($23.5 million ). Cumulative impairment charges are already reflected within gross asset value. As ofDecember 31, 2022 , we had total gross borrowings of$1.1 billion , at a weighted average interest rate of 4.83%. As ofDecember 31, 2021 , we had total gross borrowings of$1.1 billion at a weighted average interest rate of 3.44%. As ofDecember 31, 2022 , the carrying value of our real estate investments, at cost was$2.6 billion , with$0.9 billion of this amount pledged as collateral for mortgage notes payable,$0.6 billion of this amount pledged to secure advances under the Fannie Mae Master Credit Facilities and$0.9 billion of this amount comprising the borrowing base of the Credit Facility. These real estate assets are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied or the property is removed from the borrowing base of the Credit Facility, which would impact availability thereunder. We expect to utilize proceeds from our Credit Facility to fund future property acquisitions, as well as, subject to the terms of our Credit Facility, other sources of funds that may be available to us. These actions may require us to add some or all of our unencumbered properties to the borrowing base under our Credit Facility. Unencumbered real estate investments, at cost as ofDecember 31, 2022 was$0.1 billion . There can be no assurance as to the amount of liquidity we would be able to generate from adding any of the unencumbered assets we own to the borrowing base of our Credit Facility. Pursuant to the Credit Facility, any resulting net proceeds from dispositions prior to theCommencement Quarter must be used to repay amounts outstanding under the Revolving Credit Facility, to the extent there are any such amounts outstanding. 71
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Mortgage Notes Payable
As ofDecember 31, 2022 , we had$585.2 million in gross mortgage notes payable outstanding. Future scheduled principal payments on our mortgage notes payable for 2023 are$1.1 million . Credit Facility Our Credit Facility consists of two components, the Revolving Credit Facility and our Term Loan. The Revolving Credit Facility is interest-only and matures onMarch 13, 2023 , subject to a one one-year extension at our option. Our Term Loan is interest-only and matures onMarch 13, 2024 . Loans under our Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty, subject to customary breakage costs. Any amounts repaid under our Term Loan may not be re-borrowed. The total commitments under the Credit Facility are$655.0 million , including$505.0 million under the Revolving Credit Facility. The Credit Facility includes an uncommitted "accordion feature" that may, subject to conditions, be used to increase the commitments under either component of the Credit Facility by up to an additional$370.0 million to a total of$1.0 billion . As ofDecember 31, 2022 ,$150.0 million was outstanding under the Term Loan, and$30.0 million amounts were outstanding under the Revolving Credit Facility. The unused borrowing availability under the Credit Facility was$203.4 million , of which$90.0 million was available for general corporate purposes and acquisitions, with the remainder available to repay other existing debt obligations. The amount available for future borrowings under the Credit Facility is based on either the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, or a minimum debt service coverage ratio with respect to the borrowing base. Both of these amounts are calculated using the adjusted net operating income of the real estate assets comprising the borrowing base, and, therefore, availability under our Credit Facility has been adversely affected by the increases in operating costs, primarily costs arising from the use of contract labor for care providers and, to a lesser extent, the amount we pay in overtime wages and bonuses, due to the effects of the COVID-19 pandemic, and may continue to be adversely affected. See also the discussion above regarding the need to maintain certain levels of liquidity until theCommencement Quarter . The equity interests and related rights in our wholly-owned subsidiaries that directly own or lease the eligible unencumbered real estate assets comprising the borrowing base of the Revolving Credit Facility are pledged for the benefit of the lenders thereunder. The Credit Facility also contains a subfacility for letters of credit of up to$25.0 million . The applicable margin used to determine the interest rate under both the Term Loan and Revolving Credit Facility components of the Credit Facility varies based on our leverage. As ofDecember 31, 2022 , the Term Loan had an effective interest rate per annum equal to 5.11%. Under the Credit Facility, we must comply with covenants governing the maximum ratio of consolidated total indebtedness to consolidated total asset value, and requiring us to maintain a minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges (the "Fixed Charge Coverage Ratio") on a quarterly basis, a minimum consolidated tangible net worth and a minimum debt service coverage ratio. We entered into the Fourth Amendment to the Credit Facility onAugust 11, 2022 . As described above, pursuant to the Fourth Amendment, the Fixed Charge Coverage Ratio we must satisfy, based on the four most recently ended fiscal quarters, is (a) 1.20 to 1.00 for the period commencing with the quarter endedJune 30, 2022 through the quarter endingJune 30, 2023 , (b) 1.35 to 1.00 for the period commencing with the quarter endingSeptember 30, 2023 through the quarter endingDecember 31, 2023 and (c) 1.45 to 1.00 for the period commencing with the quarter endingMarch 31, 2024 and continuing thereafter, provided, however, that from and after theCommencement Quarter , we must satisfy a minimum Fixed Charge Coverage Ratio of 1.50 to 1.00. Without the Fourth Amendment, we would have been in default of the pre-amendment Fixed Charge Coverage Ratio for the four fiscal quarter period endedJune 30, 2022 . However, we were in compliance with the new covenants under the Credit Facility for the five fiscal quarter periods endedDecember 31, 2022 . Prospectively, based upon our current expectations, we believe our operating results throughJune 30, 2023 will allow us to comply with these covenants. However, we believe our operating results may not be sufficient to comply with the increased Fixed Charge Coverage Ratio, which increases from 1.20:1.00 to 1.35:1.00 commencing with the quarter endingSeptember 30, 2023 and thereafter. Absent a waiver or modification from the lender group, failure to comply with the Fixed Charge Coverage Ratio would constitute an Event of Default and the balance of the Credit Facility would be due and payable. We have obtained such waivers and modifications from the lender group in the past, but there can be no assurance that such a waiver or modification will be granted in future periods. Additionally, we are exploring long-term secured financing opportunities, utilizing some or all of our properties as collateral, the proceeds from which we believe will be sufficient to repay all amounts outstanding under the Credit Facility, which was$180.0 million as ofDecember 31, 2022 (including the$20.0 million drawn subsequent to December 31, 2022, see Note 17 - Subsequent Events for details). There can be no assurance these opportunities will result in definitive agreements on favorable terms, or at all.
See Note 5 - Credit Facilities, Net to our consolidated financial statements in this Annual Report on Form 10-K for additional information on the Credit Facility, its related covenants, and the Fourth Amendment.
Fannie Mae Master Credit Facilities
As ofDecember 31, 2022 ,$352.0 million was outstanding under the Fannie Mae Master Credit Facilities. We may request future advances under the Fannie Mae Master Credit Facilities by adding eligible properties to the collateral pool subject to 72
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customary conditions, including satisfaction of minimum debt service coverage and maximum loan-to-value tests. We do not expect to draw any further amounts on the Fannie Mae Master Credit Facilities. Borrowings under the Fannie Mae Master Credit Facilities bear annual interest at a rate that varies on a monthly basis and is equal to the sum of the current LIBOR for one monthU.S. dollar-denominated deposits and 2.62%, with a combined floor of 2.62%. The Fannie Mae Master Credit Facilities mature onNovember 1, 2026 . Future scheduled principal payments on our Fannie Mae Master Credit Facilities for 2023 are$5.8 million . Capital Expenditures During the year endedDecember 31, 2022 , our capital expenditures were$28.0 million , of which approximately$10.5 million related our MOB segment and$17.5 million related to our SHOP segment. We anticipate this rate of capital expenditures will be similar for the MOB and SHOP segments throughout 2023, however, the economic uncertainty created by the COVID-19 global pandemic will continue to impact our decisions on the amount and timing of future capital expenditures.
Acquisitions - Year Ended
During the year ended
Acquisitions - Subsequent Year Ended
We acquired four single-tenant MOB properties subsequent toDecember 31, 2022 for a contract purchase price of$20.0 million , which was funded with borrowings from our Revolving Credit Facility. We have entered into one purchase and sale agreement to acquire one MOB property for a contract purchase price of$5.2 million . There can be no assurance we will complete this acquisition on its contemplated terms, or at all. We anticipate primarily using proceeds from borrowings under our Revolving Credit Facility to fund the consideration required to complete this acquisition.
Dispositions - Year Ended
During the year ended
Dispositions - Subsequent to
Subsequent toDecember 31, 2022 , we did not dispose of any properties. We have entered into five purchase and sale agreements to dispose of five SHOPs for an aggregate contract sales price of$26.1 million . Pursuant to the terms of the Credit Facility, the net proceeds from these dispositions will be used to repay amounts outstanding under the Revolving Credit Facility. There can be no assurance that we will complete these dispositions on their contemplated terms, or at all. Share Repurchase Program Under the Credit Facility, we are restricted from repurchasing shares until theCommencement Quarter . Thus, the Board suspended repurchases under the SRP effectiveAugust 14, 2020 . No further repurchase requests under the SRP may be made unless and until the SRP is reactivated. There can be no assurance, however, as to whether our SRP will be reactivated or on what terms. Beginning in theCommencement Quarter , we will be permitted to repurchase up to$50.0 million of shares of our common stock (including amounts previously repurchased during the term of the Revolving Credit Facility) if, after giving effect to the repurchases, we maintain cash and cash equivalents of at least$30.0 million and our ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 55.0%.
No assurances can be made as to when or if our SRP will be reactivated.
Non-GAAP Financial Measures
This section discusses the non-GAAP financial measures we use to evaluate our
performance including Funds from Operations ("FFO"), Modified Funds from
Operations ("MFFO") and NOI. While NOI is a property-level measure, MFFO is
based on our total performance as a company and therefore reflects the impact of
other items not specifically associated with NOI such as, interest expense,
general and administrative expenses and operating fees to related parties.
Additionally, NOI as defined herein, includes straight-line rent which is
excluded from MFFO. A description of these non-GAAP financial measures and
reconciliations to the most directly comparable GAAP measure, which is net
income, are provided below:
Funds from Operations and Modified Funds from Operations
The historical accounting convention used for real estate assets requires
straight-line depreciation of buildings, improvements, and straight-line
amortization of intangibles, which implies that the value of a real estate asset
diminishes predictably over time. We believe that, because real estate values
historically rise and fall with market conditions, including, but not limited
to, inflation, interest rates, the business cycle, unemployment and consumer
spending, presentations of operating results for a REIT using the historical
accounting convention for depreciation and certain other items may be less
informative.
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Because of these factors, theNational Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published a standardized measure of performance known as FFO, which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP. We calculate FFO, a non-GAAP measure, consistent with the standards established over time by theBoard of Governors of NAREIT, as restated in a White Paper approved by theBoard of Governors of NAREIT effective inDecember 2018 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT's definition. We believe that the use of FFO provides a more complete understanding of our operating performance to investors and to management, and 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. Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings. Because of these factors, theInstitute of Portfolio Alternatives ("IPA"), an industry trade group, has published a standardized measure of performance known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that, when compared year-over-year, both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount of acquisition fees or other related costs, it 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. MFFO is not equivalent to our net income or loss as determined under GAAP. We calculate MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA inNovember 2010 , except that we adjust for deferred tax asset allowances based on management's determination. The Practice Guideline defines MFFO as FFO further adjusted for acquisition fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline (with the added adjustment for deferred tax asset allowances based on management's determination as noted above) and exclude acquisition fees and expenses, amortization of above and below market and other intangible lease assets and liabilities, amounts relating to straight-line rent adjustments (in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the lease and rental payments), contingent purchase price consideration, accretion of discounts and amortization of premiums on debt investments, mark-to-market adjustments included in net income, gains or losses included in net income 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, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and adjustments for unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. We also exclude other non-operating items in calculating MFFO, such as transaction-related fees and expenses and capitalized interest. In addition, because we currently believe that concessions granted to our tenants as a result of the COVID-19 pandemic are collectable (see Accounting Treatment of Rent Deferrals below), we have excluded from the increase in straight-line rent for MFFO purposes the amounts recognized under GAAP relating to these deferrals, which is not considered by the Practice Guideline. We believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance. Our Modified FFO (as defined in our Credit Facility) is similar but not identical to MFFO as discussed in this Quarterly Report on Form 10-Q. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs. 74
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Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to pay dividends and other distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO. Neither theSEC , NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, updates to the White Paper or the Practice Guideline may be published or theSEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.
Accounting Treatment of Rent Deferrals
All of the concessions granted to our tenants as a result of the COVID-19 pandemic are rent deferrals with the original lease term unchanged and collection of deferred rent deemed probable (see the "Overview - Management Update on the Impacts of the COVID-19 Pandemic" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information). As a result of relief granted by the FASB andSEC related to lease modification accounting, rental revenue used to calculate Net Income and NAREIT FFO has not been, and we do not expect it to be, significantly impacted by these types of deferrals. As ofDecember 31, 2022 , all deferred amounts have been collected and we have not deferred any additional amounts since the year endedDecember 31, 2020 . For a detailed discussion of our revenue recognition policy, including details related to the relief granted by the FASB and SEC, see Note 2 - Significant Accounting Polices to our consolidated financial statements included in this Annual Report on Form 10-K. The table below reflects the items deducted from or added to net loss attributable to common stockholders in our calculation of FFO and MFFO for the periods indicated. In calculating our FFO and MFFO, we exclude the impact of amounts attributable to our non-controlling interests. Year Ended December 31, (In thousands) 2022 2021 2020 Net loss attributable to common stockholders (in accordance with GAAP)$ (93,285) $ (92,942) $ (78,781) Depreciation and amortization (1) 80,063 78,115 79,643 Impairment charges 27,630 40,951 36,446 Loss (gain) on sale of real estate investments 125 (3,648) (5,230) Adjustments for non-controlling interests (2) (490) (529) (526) FFO (as defined by NAREIT) attributable to common stockholders 14,043 21,947 31,552 Acquisition and transaction related 1,484 2,714 173
(Accretion) amortization of market lease and other lease intangibles, net
(625) (198) (80)
Straight-line rent adjustments (1,523) (780) (2,405)
Straight-line rent (rent deferral agreements) (3) - (280) 280
Amortization of mortgage premiums and discounts, net 51 55 60
(Gain) loss on non-designated derivatives (3,834) (37) 102
Cash received from non-designated derivatives 286 - -
Deferred tax asset valuation allowance (4) 2,750 (482) 4,641
Adjustments for non-controlling interests (2) 10 1 (9)
MFFO attributable to common stockholders $ 12,642 $ 22,940 $ 34,314
________
(1)Net of non-real estate depreciation and amortization.
(2)Represents the portion of the adjustments allocable to non-controlling interests.
(3)Represents the amount of deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our consolidated balance sheet but are considered to be earned revenue attributed to the current period for purposes of MFFO as they are expected to be collected.
(4)This is a non-cash item and is added back as it is not considered a part of operating performance.
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Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to revenue from tenants less property operating and maintenance expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss). We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss). NOI excludes certain components from net income (loss) in order to provide results that are more closely related to a property's results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay distributions.
The following table reflects the items deducted from or added to net loss
attributable to common stockholders in our calculation of Same Store,
Acquisitions and Dispositions NOI for the year ended
Same Store Acquisitions Dispositions Non-Property
(In thousands) MOB SHOP MOB SHOP MOB SHOP Specific Total
Net (loss) income
attributable to common
stockholders (in
accordance with GAAP) $ 27,224 $ (18,432) $ 5,447 $ - $ 38 $ (3,491) $ (104,071) $ (93,285)
Impairment charges 12,488 15,142 - - - - - 27,630
Operating fees to
related parties - - - - - - 25,353 25,353
Acquisition and
transaction related 212 - 1 - - - 1,271 1,484
General and
administrative 84 13 - - - - 17,190 17,287
Depreciation and
amortization 42,257 31,819 7,646 - - 342 - 82,064
Interest expense 116 1,386 - - - - 50,238 51,740
Interest and other
income (5) (1) - - (9) - (12) (27)
Gain on non-designated
derivative instruments - - - - - - (3,834) (3,834)
Loss on sale of real
estate investments - - - - - 125 - 125
Income tax expense - - - - - - 201 201
Net loss attributable
to non-controlling
interests - - - - - - (135) (135)
Allocation for
preferred stock - - - - - - 13,799 13,799
NOI $ 82,376 $ 29,927 $ 13,094 $ - $ 29 $ (3,024) $ - $ 122,402
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The following table reflects the items deducted from or added to net loss
attributable to common stockholders in our calculation of Same Store,
Acquisitions and Dispositions NOI for the year ended
Same Store Acquisitions Dispositions Non-Property
(In thousands) MOB SHOP MOB SHOP MOB SHOP Specific Total
Net income (loss)
attributable to common
stockholders (in
accordance with GAAP) $ 33,017 $ 4,557 $ 1,395 $ - $ 3,131 $ (37,632) $ (97,410) $ (92,942)
Impairment charges 6,082 - - - - 34,869 - 40,951
Operating fees to
related parties - - - - - - 24,206 24,206
Acquisition and
transaction related - 3 - - - - 2,711 2,714
General and
administrative 92 22 - - - 21 16,693 16,828
Depreciation and
amortization 43,187 30,235 2,907 - 1,978 1,619 - 79,926
Interest expense 322 1,404 - - - - 46,174 47,900
Interest and other
income (18) (1) - - - - (42) (61)
Gain on non-designated
derivative instruments - - - - - - (37) (37)
Gain on sale of real
estate investments - - - - (3,706) 58 - (3,648)
Income tax expense - - - - - - 203 203
Net loss attributable
to non-controlling
interests - - - - - - (260) (260)
Allocation for
preferred stock - - - - - - 7,762 7,762
NOI $ 82,682 $ 36,220 $ 4,302 $ - $ 1,403 $ (1,065) $ - $ 123,542 Refer to Note 15 - Segment Reporting to our consolidated financial statements found in this Annual Report on Form 10-K for a reconciliation of NOI to net loss attributable to stockholders by reportable segment.
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Dividends and Other Distributions
Dividends on our Series A Preferred Stock are declared quarterly in an amount equal to$1.84375 per share each year ($0.460938 per share per quarter) to Series A Preferred Stock holders, which is equivalent to 7.375% per annum on the$25.00 liquidation preference per share of Series A Preferred Stock. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by our board of directors and declared by us. Dividends on our Series B Preferred Stock are declare quarterly in an amount equal to$1.78125 per share each year ($0.445313 per share per quarter) to Series B Preferred Stock holders, which is equivalent to 7.125% of per annum in the$25.00 liquidation preference per share of Series B Preferred Stock. Dividends on the Series B Preferred Stock are cumulative and payable quarterly in arrears on the 15th day of January, April, July and October of each year or, if not a business day, the next succeeding business day to holders of record on the close of business on the record date set by our board of directors and declared by us. The first dividend on the Series B Preferred Stock was paid inJanuary 2022 . OnFebruary 20, 2018 , the Board authorized the rate at which we pay monthly distributions to stockholders, effective as ofMarch 1, 2018 , which is$0.85 per annum, per share of common stock. Also, onAugust 13, 2020 , the Board changed our common stock distribution policy in order to preserve our liquidity and maintain additional financial flexibility in light of the COVID-19 pandemic and to comply with the Credit Facility at the time. Under this distribution policy, distributions authorized by the Board on shares of our common stock, if and when declared, are now paid on a quarterly basis in arrears in shares of our common stock valued at the estimated per share asset value in effect on the applicable date, based on a single record date to be specified at the beginning of each quarter. Under our Credit Facility we may not pay distributions to holders of common stock in cash or make any other cash distributions (including repurchases of shares of our common stock), subject to certain exceptions. These exceptions include paying cash dividends on the Series A Preferred Stock and the Series B Preferred Stock or any other preferred stock we may issue and paying any cash distributions necessary to maintain our status as a REIT. We may not pay any cash distributions (including dividends on Series A Preferred Stock and Series B Preferred Stock) if a default or event of default exists or would result therefrom. The restrictions on paying cash distributions will no longer apply starting in the quarter in which we make an election and, as of the day prior to the commencement of the applicable quarter, we have a combination of cash, cash equivalents and availability for future borrowings under the Revolving Credit Facility totaling at least$100.0 million , giving effect to the aggregate amount of distributions projected to be paid by us during the applicable quarter, our ratio of consolidated total indebtedness to consolidated total asset value (expressed as a percentage) is less than 62.5% and our Fixed Charge Coverage Ratio is not less than 1.50 to 1.00 for the most recently ended four fiscal quarters. There can be no assurance as to if, or when, we will be able to satisfy these conditions. We may only pay cash distributions on our common stock beginning in theCommencement Quarter and the aggregate distributions (as defined in the Credit Facility and including dividends on Series A Preferred Stock, Series B Preferred Stock or any other class of preferred stock that may be issued) for any period of four fiscal quarters do not exceed 95% of Modified FFO (as defined in the Credit Facility) for the same period based only on fiscal quarters after theCommencement Quarter . In addition, our ability to pay cash distributions may be limited by financial covenants in the Credit Facility, including our requirement to maintain a minimum ratio of adjusted consolidated EBITDA to consolidated fixed charges and a minimum debt service coverage ratio. Until four full fiscal quarters have elapsed after the commencement of theCommencement Quarter , the aggregate amount of permitted distributions and Modified FFO will be determined by using only the fiscal quarters that have elapsed from and after theCommencement Quarter and annualizing those amounts. Subject to the restrictions in our Credit Facility, the amount of dividends and other distributions payable to our stockholders is determined by the Board and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements ofMaryland law and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986 (the "Code"). Distribution payments are dependent on the availability of funds. The Board may reduce the amount of dividends or distributions paid or suspend dividend or distribution payments at any time and therefore dividend and distribution payments are not assured. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock or Series B Preferred Stock become part of the liquidation preference thereof. The following table shows the sources for the payment of distributions to common stockholders and preferred stockholders, including distributions on restricted shares and Common OP Units, but excluding distributions related to ClassB Units because these distributions are recorded as an expense in our consolidated statement of operations and comprehensive loss, for the periods indicated. No cash distributions were made to common stockholders, restricted shareholders, holders of Common OP Units or holders of ClassB Units in the year endedDecember 31, 2022 . 78
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Three Months Ended Year Ended
March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022
Percentage of Percentage of Percentage of Percentage of Percentage of
(In thousands) Distributions Distributions Distributions Distributions Distributions
Distributions:
Dividends paid to holders of
Series A Preferred Stock $ 1,833 52.4% $ 1,833 52.4% $ 1,834 52.5% $ 1,833 52.4% $ 7,333 52.4%
Dividends paid to holders of
Series B Preferred Stock 1,616 46.2% 1,617 46.3% 1,616 46.2% 1,617 46.3% 6,466 46.2%
Distributions paid to holders
of Series A Preferred Units 46 1.3% 46 1.3% 46 1.3% 46 1.3% 184 1.3%
Total cash distributions $ 3,495 100.0% $ 3,496 100.0% $ 3,496 100.0% $ 3,496 100.0%$ 13,983 100.0% Source of distribution coverage: Cash flows provided by operations (1)$ 3,495 100.0 %$ 3,496 100.0 %$ 3,496 100.0 %$ 3,496 100.0 %$ 13,983 100.0 % Total source of distribution coverage$ 3,495 100.0 %$ 3,496 100.0 %$ 3,496 100.0 %$ 3,496 100.0 %$ 13,983 100.0 % Cash flows provided by operations (in accordance with GAAP)$ 5,882 $ 7,855 $ 7,358 $ 7,200 $ 28,295 Net loss (in accordance with GAAP)$ (2,340) $ (17,635) $ (19,875) $ (39,771) $ (79,621) _______
(1)Assumes the use of available cash flows from operations before any other sources.
For the year endedDecember 31, 2022 , cash flows provided by operations were$28.3 million . We had not historically generated sufficient cash flows from operations to fund the payment of dividends and other distributions at the current rate prior to switching from paying cash dividends to stock dividends on our common stock. As shown in the table above, we funded dividends to holders of Series A Preferred Stock, Series B Preferred Stock and Series A Preferred Units with cash flows provided by operations. Because shares of common stock are only offered and sold pursuant to the DRIP in connection with the reinvestment of distributions paid in cash, participants in the DRIP will not be able to reinvest in shares thereunder for so long as we pay distributions in stock instead of cash. Our ability to pay dividends on our Series A Preferred Stock, Series B Preferred Stock and Series A Preferred Units and, starting with theCommencement Quarter , other distributions and maintain compliance with the restrictions on the payment of distributions in our Credit Facility depends on our ability to increase the amount of cash we generate from property operations which in turn depends on a variety of factors, including the duration and scope of the COVID-19 pandemic and its impact on our tenants and properties, our ability to complete acquisitions of new properties and our ability to improve operations at our existing properties. There can be no assurance that we will complete acquisitions on a timely basis or on acceptable terms and conditions, if at all. Our ability to improve operations at our existing properties is also subject to a variety of risks and uncertainties, many of which are beyond our control, and there can be no assurance we will be successful in achieving this objective. We may still pay any cash distributions necessary to maintain its status as a REIT and may not pay any cash distributions (including dividends on Series A Preferred Stock and Series B Preferred Stock) if a default or event of default exists or would result therefrom under the Credit Facility. 79
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Loan Obligations
The payment terms of our mortgage notes payable generally require principal and interest amounts payable monthly with all unpaid principal and interest due at maturity. The payment terms of our Credit Facility require interest only amounts payable monthly with all unpaid principal and interest due at maturity. The payment terms of our Fannie Mae Master Credit Facilities required interest only payments throughNovember 2021 and principal and interest payments thereafter. Our loan agreements require us to comply with specific financial and reporting covenants. Pursuant to the terms of the Fourth Amendment entered into onAugust 11, 2022 , as described above, the prior Fixed Charge Coverage Ratio, based on the four most recently ended fiscal quarters, of 1.50 to 1.00 was reduced to (a) 1.20 to 1.00 for the period commencing with the quarter endedJune 30, 2022 through the quarter endingJune 30, 2023 , (b) 1.35 to 1.00 for the period commencing with the quarter endingSeptember 30, 2023 through the quarter endingDecember 31, 2023 and (c) 1.45 to 1.00 for the period commencing with the quarter endingMarch 31, 2024 and continuing thereafter; provided, however, that from and after theCommencement Quarter , we must satisfy a minimum Fixed Charge Coverage Ratio of 1.50 to 1.00. Prospectively, based upon our current expectations, we believe our operating results throughJune 30, 2023 will allow us to comply with these covenants. However, we believe our operating results may not be sufficient to comply with the increased Fixed Charge Coverage Ratio, which increases from 1.20:1.00 to 1.35:1.00 commencing with the quarter endingSeptember 30, 2023 and thereafter. Absent a waiver or modification from the lender group, failure to comply with the Fixed Charge Coverage Ratio would constitute an Event of Default and the balance of the Credit Facility would be due and payable. We have obtained such waivers and modifications from the lender group in the past, but there can be no assurance that such a waiver or modification will be granted in future periods. See Note 5 - Credit Facilities, Net for additional information on the Fourth Amendment. Under our Credit Facility, until the first day of theCommencement Quarter , we must use all the net cash proceeds from any capital event (such as an asset sale, financing or equity issuance) to repay amounts outstanding under the Revolving Credit Facility, to the extent there are any such amounts outstanding. We may borrow additional amounts if all relevant conditions are met, including sufficient availability for future borrowings. There can be no assurance these conditions will be met. Election as a REIT We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year endedDecember 31, 2013 . Commencing with that taxable year, we have been organized and operated in a manner so that we qualify as a REIT under the Code. We intend to continue to operate in such a manner but can provide no assurances that we will operate in a manner so as to remain qualified for taxation as a REIT. To continue to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard to the deduction for dividends paid and excluding net capital gains, and comply with a number of other organizational and operational requirements. If we continue to qualify as a REIT, we generally will not be subject toU.S. federal corporate income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well asU.S. federal income and excise taxes on our undistributed income. Inflation We may be adversely impacted by inflation on the leases with tenants in our MOB segment that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As ofDecember 31, 2022 , the increase to the 12-month CPI for all items, as published by theBureau of Labor Statistics , was 6.5%. To help mitigate the adverse impact of inflation, approximately 90% of our leases with our tenants in our MOB segment contain rent escalation provisions which average 2.3% per year. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). Approximately 85.9% are fixed-rate, 4.1% are based on the Consumer Price Index and 10% do not contain any escalation provisions. In addition to base rent, depending on the specific lease, MOB tenants are generally required to pay either (i) their pro rata share of property operating and maintenance expenses, which may be subject to expense exclusions and floors or (ii) their share of increases in property operating and maintenance expenses to the extent they exceed the properties' expenses for the base year of the respective leases. Property operating and maintenance expenses include common area maintenance costs, real estate taxes and insurance. Increased operating costs paid by our tenants under these net leases could have an adverse impact on our tenants if increases in their operating expenses exceed increases in their revenue, which may adversely affect our tenants' ability to pay rent owed to us or property expenses to be paid, or reimbursed to us, by our tenants. Renewals of leases or future leases for our net lease properties may not be negotiated on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, in which event we may have to pay those costs. If we are unable to lease properties on a triple-net basis or on a basis requiring the tenants to pay all or some of such expenses, or if tenants fail to pay required tax, utility and other impositions, we could be required to pay those costs. 80 -------------------------------------------------------------------------------- Leases with residents at our SHOPs typically do not have rent escalations, however, we are able to renew leases at market rates as they mature due to their short-term nature. As inflation rates increase or persist at high levels, the cost of providing medical care at our SHOPs, particularly labor costs, will increase. If we are unable to admit new residents or renew resident leases at market rates, while bearing these increased costs from providing services to our residents, our results of operations may be affected.
Related-Party Transactions and Agreements
Please see Note 9 - Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of the various related party transactions, agreements and fees.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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