American Healthcare REIT, Inc 10-Q for FY2021 Q2

American Healthcare REIT, Inc. (AHR)

10-Q 2021-08-13 For: 2021-06-30

Added on April 10, 2026

About this 10-Q

American Healthcare REIT, Inc filed this 10-Q on August 13, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $37.18M; down 3.9% from $38.68M a year earlier
Net loss: $3.77M; compared with a net loss of $946K a year earlier

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Maryland						47-2887436
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

18191 Von Karman Avenue, Suite 300 Irvine, California						92612
(Address of principal executive offices)						(Zip Code)


			Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets as of J une 3 0 , 2021 and December 31, 2020			3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2021 and 2020			5
Condensed Consolidated Statements of Equity for the Three and Six Months Ended Ju ne 3 0 , 2021 and 2020			6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2021 and 2020			8
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			50
Item 4. Controls and Procedures			51

PART II — OTHER INFORMATION

Item 1. Legal Proceedings			52
Item 1A. Risk Factors			52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			55
Item 3. Defaults Upon Senior Securities			55
Item 4. Mine Safety Disclosures			55
Item 5. Other Information			55
Item 6. Exhibits			56
Signatures			57


	June 30, 2021		December 31, 2020
ASSETS
Real estate investments, net	$	912,467,000	$	921,580,000
Cash and cash equivalents	21,336,000		17,411,000
Restricted cash	1,176,000		714,000
Accounts and other receivables, net	1,768,000		2,635,000
Identified intangible assets, net	57,251,000		64,101,000
Operating lease right-of-use assets, net	14,073,000		14,133,000
Other assets, net	67,710,000		72,199,000
Total assets	$	1,075,781,000	$	1,092,773,000

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans payable, net(1)	$	17,572,000	$	17,827,000
Line of credit and term loans(1)	482,900,000		476,900,000
Accounts payable and accrued liabilities(1)	22,929,000		23,057,000
Accounts payable due to affiliates(1)	1,029,000		1,046,000
Identified intangible liabilities, net	1,174,000		1,295,000
Operating lease liabilities(1)	9,971,000		9,904,000
Security deposits, prepaid rent and other liabilities(1)	8,151,000		10,387,000
Total liabilities	543,726,000		540,416,000

Commitments and contingencies (Note 10)

Redeemable noncontrolling interests (Note 11)	2,593,000		2,618,000

Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding	—		—
Class T common stock, $0.01 par value per share; 900,000,000 shares authorized; 76,069,129 and 75,690,838 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	760,000		756,000
Class I common stock, $0.01 par value per share; 100,000,000 shares authorized; 5,662,132 and 5,648,499 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	57,000		57,000
Additional paid-in capital	736,827,000		733,192,000
Accumulated deficit	(208,759,000)		(185,047,000)
Total stockholders’ equity	528,885,000		548,958,000
Noncontrolling interest (Note 12)	577,000		781,000
Total equity	529,462,000		549,739,000
Total liabilities, redeemable noncontrolling interests and equity	$	1,075,781,000	$	1,092,773,000


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Real estate revenue	$	21,988,000	$	21,842,000	$	43,934,000	$	43,305,000
Resident fees and services	15,194,000		16,834,000		31,089,000		32,915,000
Total revenues	37,182,000		38,676,000		75,023,000		76,220,000
Expenses:
Rental expenses	6,129,000		5,996,000		12,153,000		11,818,000
Property operating expenses	14,445,000		14,442,000		29,639,000		27,459,000
General and administrative	3,659,000		3,840,000		7,406,000		8,288,000
Business acquisition expenses	2,438,000		8,000		2,752,000		17,000
Depreciation and amortization	10,597,000		12,720,000		22,999,000		25,250,000
Total expenses	37,268,000		37,006,000		74,949,000		72,832,000
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)	(4,869,000)		(4,974,000)		(9,595,000)		(10,284,000)
Gain (loss) in fair value of derivative financial instruments	1,462,000		853,000		2,917,000		(3,752,000)
Loss on disposition of real estate investments	(199,000)		—		(199,000)		—
(Loss) income from unconsolidated entity	(193,000)		1,074,000		(1,097,000)		1,329,000
Other income	9,000		261,000		16,000		270,000
Total net other expense	(3,790,000)		(2,786,000)		(7,958,000)		(12,437,000)
Loss before income taxes	(3,876,000)		(1,116,000)		(7,884,000)		(9,049,000)
Income tax expense	—		(39,000)		—		(39,000)
Net loss	(3,876,000)		(1,155,000)		(7,884,000)		(9,088,000)
Less: net loss attributable to noncontrolling interests	104,000		209,000		368,000		376,000
Net loss attributable to controlling interest	$	(3,772,000)	$	(946,000)	$	(7,516,000)	$	(8,712,000)
Net loss per Class T and Class I common share attributable to controlling interest — basic and diluted	$	(0.05)	$	(0.01)	$	(0.09)	$	(0.11)
Weighted average number of Class T and Class I common shares outstanding — basic and diluted	81,687,564		80,402,887		81,599,875		80,352,269


	Three Months Ended June 30, 2021
	Stockholders’ Equity
	Class T and Class I Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
BALANCE — March 31, 2021	81,697,347	$	817,000	$	736,486,000	$	(196,835,000)	$	540,468,000	$	633,000	$	541,101,000
Offering costs — common stock	—	—		2,000		—		2,000		—		2,000
Issuance of common stock under the DRIP	151,142	1,000		1,392,000		—		1,393,000		—		1,393,000
Amortization of nonvested common stock compensation	—	—		41,000		—		41,000		—		41,000
Repurchase of common stock	(117,228)	(1,000)		(1,159,000)		—		(1,160,000)		—		(1,160,000)
Distributions to noncontrolling interest	—	—		—		—		—		(31,000)		(31,000)
Adjustment to value of redeemable noncontrolling interests	—	—		65,000		—		65,000		—		65,000
Distributions declared ($0.10 per share)	—	—		—		(8,152,000)		(8,152,000)		—		(8,152,000)
Net loss	—	—		—		(3,772,000)		(3,772,000)		(25,000)		(3,797,000)		(1)
BALANCE — June 30, 2021	81,731,261	$	817,000	$	736,827,000	$	(208,759,000)	$	528,885,000	$	577,000	$	529,462,000


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021


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


	Three Months Ended June 30, 2020
	Stockholders’ Equity
	Class T and Class I Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
BALANCE — March 31, 2020	80,574,630	$	805,000	$	726,258,000	$	(150,398,000)	$	576,665,000	$	1,166,000	$	577,831,000
Offering costs — common stock	—	—		63,000		—		63,000		—		63,000
Issuance of common stock under the DRIP	523,736	5,000		4,992,000		—		4,997,000		—		4,997,000
Issuance of vested and nonvested restricted common stock	7,500	—		14,000		—		14,000		—		14,000
Amortization of nonvested common stock compensation	—	—		41,000		—		41,000		—		41,000
Repurchase of common stock	(506,560)	(5,000)		(4,638,000)		—		(4,643,000)		—		(4,643,000)
Distributions to noncontrolling interest	—	—		—		—		—		(32,000)		(32,000)
Adjustment to value of redeemable noncontrolling interests	—	—		(214,000)		—		(214,000)		—		(214,000)
Distributions declared ($0.10 per share)	—	—		—		(8,022,000)		(8,022,000)		—		(8,022,000)
Net loss	—	—		—		(946,000)		(946,000)		(87,000)		(1,033,000)		(1)
BALANCE — June 30, 2020	80,599,306	$	805,000	$	726,516,000	$	(159,366,000)	$	567,955,000	$	1,047,000	$	569,002,000


	Six Months Ended June 30, 2021
	Stockholders’ Equity
	Class T and Class I Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
BALANCE — December 31, 2020	81,339,337	$	813,000	$	733,192,000	$	(185,047,000)	$	548,958,000	$	781,000	$	549,739,000
Offering costs — common stock	—	—		5,000		—		5,000		—		5,000
Issuance of common stock under the DRIP	581,491	6,000		5,493,000		—		5,499,000		—		5,499,000
Amortization of nonvested common stock compensation	—	—		84,000		—		84,000		—		84,000
Repurchase of common stock	(189,567)	(2,000)		(1,872,000)		—		(1,874,000)		—		(1,874,000)
Distributions to noncontrolling interest	—	—		—		—		—		(55,000)		(55,000)
Adjustment to value of redeemable noncontrolling interests	—	—		(75,000)		—		(75,000)		—		(75,000)
Distributions declared ($0.20 per share)	—	—		—		(16,196,000)		(16,196,000)		—		(16,196,000)
Net loss	—	—		—		(7,516,000)		(7,516,000)		(149,000)		(7,665,000)		(1)
BALANCE — June 30, 2021	81,731,261	$	817,000	$	736,827,000	$	(208,759,000)	$	528,885,000	$	577,000	$	529,462,000


	Six Months Ended June 30, 2020
	Stockholders’ Equity
	Class T and Class I Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
BALANCE — December 31, 2019	79,899,874	$	798,000	$	719,894,000	$	(130,613,000)	$	590,079,000	$	—	$	590,079,000
Offering costs — common stock	—	—		62,000		—		62,000		—		62,000
Issuance of common stock under the DRIP	1,198,492	12,000		11,422,000		—		11,434,000		—		11,434,000
Issuance of vested and nonvested restricted common stock	7,500	—		14,000		—		14,000		—		14,000
Amortization of nonvested common stock compensation	—	—		84,000		—		84,000		—		84,000
Repurchase of common stock	(506,560)	(5,000)		(4,638,000)		—		(4,643,000)		—		(4,643,000)
Contribution from noncontrolling interest	—	—		—		—		—		1,250,000		1,250,000
Distributions to noncontrolling interest	—	—		—		—		—		(32,000)		(32,000)
Adjustment to value of redeemable noncontrolling interests	—	—		(322,000)		—		(322,000)		—		(322,000)
Distributions declared ($0.25 per share)	—	—		—		(20,041,000)		(20,041,000)		—		(20,041,000)
Net loss	—	—		—		(8,712,000)		(8,712,000)		(171,000)		(8,883,000)		(1)
BALANCE — June 30, 2020	80,599,306	$	805,000	$	726,516,000	$	(159,366,000)	$	567,955,000	$	1,047,000	$	569,002,000


	Medicaid		Private and Other Payors		Total
Beginning balance — January 1, 2021	$	1,123,000	$	358,000	$	1,481,000
Ending balance — June 30, 2021	701,000		334,000		1,035,000
Decrease	$	(422,000)	$	(24,000)	$	(446,000)



	June 30, 2021		December 31, 2020
Building and improvements	$	890,610,000	$	884,816,000
Land	109,771,000		109,444,000
Furniture, fixtures and equipment	9,040,000		8,599,000
	1,009,421,000		1,002,859,000
Less: accumulated depreciation	(96,954,000)		(81,279,000)
Total	$	912,467,000	$	921,580,000


	2021 Acquisition
Building and improvements	$	2,429,000
Land	327,000

In-place lease	288,000



Total assets acquired	$	3,044,000


	June 30, 2021		December 31, 2020
Amortized intangible assets:
In-place leases, net of accumulated amortization of $28,793,000 and $32,134,000 as of June 30, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 8.9 years and 8.8 years as of June 30, 2021 and December 31, 2020, respectively)	$	54,515,000	$	61,166,000
Above-market leases, net of accumulated amortization of $1,156,000 and $1,009,000 as of June 30, 2021 and December 31, 2020, respectively (with a weighted average remaining life of 8.7 years and 9.1 years as of June 30, 2021 and December 31, 2020, respectively)	2,388,000		2,587,000
Unamortized intangible assets:
Certificates of need	348,000		348,000
Total	$	57,251,000	$	64,101,000


Year	Amount
2021	$	4,896,000
2022	8,647,000
2023	7,390,000
2024	6,195,000
2025	5,017,000
Thereafter	24,758,000
Total	$	56,903,000


	Six Months Ended June 30,
	2021		2020
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period:
Cash and cash equivalents	$	17,411,000	$	15,290,000
Restricted cash	714,000		556,000
Cash, cash equivalents and restricted cash	$	18,125,000	$	15,846,000
End of period:
Cash and cash equivalents	$	21,336,000	$	20,585,000
Restricted cash	1,176,000		707,000
Cash, cash equivalents and restricted cash	$	22,512,000	$	21,292,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:
Interest	$	8,556,000	$	9,428,000
Income taxes	$	44,000	$	18,000
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
Investing Activities:
Accrued capital expenditures	$	3,016,000	$	2,309,000
Tenant improvement overage	$	240,000	$	625,000
The following represents the increase (decrease) in certain assets and liabilities in connection with our acquisitions and disposition of real estate investments:
Other assets	$	(16,000)	$	196,000
Accounts payable and accrued liabilities	$	(48,000)	$	201,000
Prepaid rent	$	10,000	$	11,000
Financing Activities:
Issuance of common stock under the DRIP	$	5,499,000	$	11,434,000
Distributions declared but not paid to common stockholders	$	2,689,000	$	2,651,000
Accrued stockholder servicing fee	$	3,392,000	$	9,270,000


	Three Months Ended June 30,
	2021						2020
	Point in Time		Over Time		Total		Point in Time		Over Time		Total
Senior housing — RIDEA	$	131,000	$	15,063,000	$	15,194,000	$	150,000	$	16,684,000	$	16,834,000


	Six Months Ended June 30,
	2021						2020
	Point in Time		Over Time		Total		Point in Time		Over Time		Total
Senior housing — RIDEA	$	323,000	$	30,766,000	$	31,089,000	$	572,000	$	32,343,000	$	32,915,000


						Fair Value
Instrument	Notional Amount		Index	Interest Rate	Maturity Date	June 30, 2021		December 31, 2020
Swap	$	139,500,000	one month LIBOR	2.49%	11/19/21	$	(1,295,000)	$	(2,915,000)
Swap	58,800,000		one month LIBOR	2.49%	11/19/21	(546,000)		(1,229,000)
Swap	45,000,000		one month LIBOR	0.20%	11/19/21	(16,000)		(27,000)
Swap	36,700,000		one month LIBOR	2.49%	11/19/21	(340,000)		(766,000)
Swap	15,000,000		one month LIBOR	2.53%	11/19/21	(141,000)		(318,000)
	$	295,000,000				$	(2,338,000)	$	(5,255,000)


	June 30, 2021		December 31, 2020
Investment in unconsolidated entity	$	45,556,000	$	46,653,000
Deferred rent receivables	14,499,000		12,395,000
Prepaid expenses, deposits and other assets	3,562,000		9,028,000
Lease commissions, net of accumulated amortization of $585,000 and $426,000 as of June 30, 2021 and December 31, 2020, respectively	3,310,000		2,399,000
Deferred financing costs, net of accumulated amortization of $4,338,000 and $3,397,000 as of June 30, 2021 and December 31, 2020, respectively(1)	783,000		1,724,000
Total	$	67,710,000	$	72,199,000


	June 30, 2021		December 31, 2020
Balance Sheet Data:
Total assets	$	1,862,179,000	$	1,882,584,000
Total liabilities	$	1,325,497,000	$	1,329,832,000


Fee	June 30, 2021		December 31, 2020
Asset management fees	$	816,000	$	814,000
Property management fees	123,000		117,000
Construction management fees	58,000		33,000
Lease commissions	13,000		8,000
Development fees	11,000		64,000
Operating expenses	8,000		10,000
Total	$	1,029,000	$	1,046,000


	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total


Liabilities:
Derivative financial instruments	$	—	$	2,338,000	$	—	$	2,338,000


	June 30, 2021				December 31, 2020
	Carrying Amount(1)		Fair Value		Carrying Amount(1)		Fair Value



Financial Liabilities:
Mortgage loans payable	$	17,572,000	$	20,970,000	$	17,827,000	$	22,052,000
Line of credit and term loans	$	482,117,000	$	482,931,000	$	475,176,000	$	477,651,000


	June 30, 2021		December 31, 2020
Weighted average remaining lease term (in years)	79.0		79.5
Weighted average discount rate	5.74	%	5.74	%


	Medical Office Buildings		Senior Housing — RIDEA		Skilled Nursing Facilities		Senior Housing		Three Months Ended June 30, 2021
Revenues:
Real estate revenue	$	16,805,000	$	—	$	2,991,000	$	2,192,000	$	21,988,000
Resident fees and services	—		15,194,000		—		—		15,194,000
Total revenues	16,805,000		15,194,000		2,991,000		2,192,000		37,182,000
Expenses:
Rental expenses	5,726,000		—		180,000		223,000		6,129,000
Property operating expenses	—		14,445,000		—		—		14,445,000
Segment net operating income	$	11,079,000	$	749,000	$	2,811,000	$	1,969,000	$	16,608,000
Expenses:
General and administrative									$	3,659,000
Business acquisition expenses									2,438,000
Depreciation and amortization									10,597,000
Other income (expense):
Interest expense:
Interest expense (including amortization of deferred financing costs and debt discount/premium)									(4,869,000)
Gain in fair value of derivative financial instruments									1,462,000
Loss on disposition of real estate investments									(199,000)
Loss from unconsolidated entity									(193,000)
Other income									9,000
Total net other expense									(3,790,000)
Net loss									$	(3,876,000)


	June 30, 2021		December 31, 2020
Medical office buildings	$	577,845,000	$	583,131,000
Senior housing — RIDEA	232,223,000		238,910,000
Skilled nursing facilities	117,801,000		119,247,000
Senior housing	98,505,000		100,370,000
Other	49,407,000		51,115,000
Total assets	$	1,075,781,000	$	1,092,773,000


	June 30,
	2021					2020
	Number of Buildings	Aggregate Contract Purchase Price		Leased %		Number of Buildings	Aggregate Contract Purchase Price		Leased %
Medical office buildings	43	$	608,072,000	93.2	%	43	$	605,122,000	92.5	%
Senior housing — RIDEA	24	252,709,000		(1)		26	264,349,000		(1)
Senior housing	14	101,800,000		100	%	14	101,800,000		100	%
Skilled nursing facilities	11	117,800,000		100	%	11	117,800,000		100	%
Total/weighted average(2)	92	$	1,080,381,000	95.7	%	94	$	1,089,071,000	95.5	%


	Payments Due by Period
	2021		2022-2023		2024-2025		Thereafter		Total
Principal payments — fixed-rate debt	$	315,000	$	1,331,000	$	6,589,000	$	10,239,000	$	18,474,000
Interest payments — fixed-rate debt	361,000		1,370,000		1,113,000		4,970,000		7,814,000
Principal payments — variable-rate debt	482,900,000		—		—		—		482,900,000
Interest payments — variable-rate debt (based on rates in effect as of June 30, 2021)	4,617,000		—		—		—		4,617,000
Ground lease obligations	306,000		1,056,000		1,072,000		46,565,000		48,999,000
Total	$	488,499,000	$	3,757,000	$	8,774,000	$	61,774,000	$	562,804,000


	Expected Maturity Date
	2021			2022			2023			2024			2025			Thereafter			Total			Fair Value








Fixed-rate debt — principal payments	$	315,000		$	651,000		$	680,000		$	711,000		$	5,878,000		$	10,239,000		$	18,474,000		$	20,970,000
Weighted average interest rate on maturing fixed-rate debt	4.48		%	4.49		%	4.49		%	4.50		%	3.85		%	3.83		%	3.92		%	—
Variable-rate debt — principal payments	$	482,900,000		$	—		$	—		$	—		$	—		$	—		$	482,900,000		$	482,931,000
Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of June 30, 2021)	2.25		%	—		%	—		%	—		%	—		%	—		%	2.25		%	—


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2021 to April 30, 2021	117,228	$	9.89	117,228	(1)
May 1, 2021 to May 31, 2021	—	$	—	—	(1)
June 1, 2021 to June 30, 2021	—	$	—	—	(1)
Total	117,228	$	9.89	117,228


2.1			Agreement and Plan of Merger, dated June 23, 2021, by and among Griffin-American Healthcare REIT IV, Inc., Griffin-American Healthcare REIT IV Holdings, LP, Continental Merger Sub, LLC, Griffin-American Healthcare REIT III, Inc. and Griffin-American Healthcare REIT III Holdings, LP (included as Exhibit 2.1 to our Current Report on Form 8-K (File No. 000-55775) filed June 24, 2021 and incorporated herein by reference).

3.1			Third Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated December 28, 2015 (included as Exhibit 3.1 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)

3.2			Articles Supplementary of Griffin-American Healthcare REIT IV, Inc. filed May 25, 2016 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No. 333-205960) filed May 26, 2016 and incorporated herein by reference)

3.3			Second Amended and Restated Bylaws of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 3.2 to Pre-effective Amendment No. 2 to our Registration Statement on Form S-11 (File No. 333-205960) filed January 5, 2016 and incorporated herein by reference)

4.1			Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc. (included as Exhibit 4.6 to our Registration Statement on Form S-3 (File No. 333-229301) filed January 18, 2019 and incorporated herein by reference)

10.1			Amendment to Advisory Agreement, dated June 23, 2021, by and among Griffin-American Healthcare REIT IV, Inc., Griffin-American Healthcare REIT IV Holdings, LP and Griffin-American Healthcare REIT IV Advisor, LLC (included as Exhibit 10.1 to our Current Report on Form 8-K (File No. 000-55775) filed June 24, 2021 and incorporated herein by reference)

31.1*			Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*			Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**			Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

32.2**			Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document

101.SCH*			Inline XBRL Taxonomy Extension Schema Document

101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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