AHR 8-K/A
American Healthcare REIT, Inc. (AHR)
8-K/A
2025-05-09
For: 2025-05-08
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 8, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (949 ) 270-9200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 2.02 of our Current Report on Form 8-K furnished to the Securities and Exchange Commission (the “SEC”) on May 8, 2025 (the “Original Form 8-K”) solely to correct certain typographical errors in our (Unaudited) Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (the “Statements of Operations”) included in our earnings release furnished as Exhibit 99.1 thereto (the “Exhibit”). Specifically, the “Loss from unconsolidated entities” line item of the “Other income (expense)” portion of the Statements of Operations should state “(1,848)” for the three months ended March 31, 2025, and “(1,205)” for the three months ended March 31, 2024, instead of “—” and “—,” respectively. No other changes have been made to the Original Form 8-K or the Exhibit.
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2025, we furnished the Original Form 8-K and the accompanying Exhibit to the SEC, announcing our financial position as of March 31, 2025 and our results for the quarter then ended. The Exhibit 99.1 furnished herewith corrects and replaces the “(Unaudited) Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024” portion of the previously furnished Exhibit.
The foregoing information, including Exhibit 99.1 furnished herewith and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| American Healthcare REIT, Inc. | ||||||||
| May 8, 2025 | ||||||||
By: /s/ Danny Prosky | ||||||||
| Name: Danny Prosky | ||||||||
| Title: Chief Executive Officer and President | ||||||||
AMERICAN HEALTHCARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended March 31, 2025 and 2024
(In thousands, except share and per share amounts) (Unaudited)
Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||
| Resident fees and services | $ | 497,176 | $ | 452,118 | |||||||
| Real estate revenue | 43,427 | 47,415 | |||||||||
| Total revenues | 540,603 | 499,533 | |||||||||
| Expenses: | |||||||||||
| Property operating expenses | 432,423 | 403,629 | |||||||||
| Rental expenses | 13,643 | 13,727 | |||||||||
| General and administrative | 13,155 | 11,828 | |||||||||
| Business acquisition expenses | 1,837 | 2,782 | |||||||||
| Depreciation and amortization | 41,114 | 42,767 | |||||||||
| Total expenses | 502,172 | 474,733 | |||||||||
| Other income (expense): | |||||||||||
| Interest expense: | |||||||||||
| Interest expense | (22,945) | (36,438) | |||||||||
| (Loss) gain in fair value of derivative financial instruments | (750) | 6,417 | |||||||||
| (Loss) gain on dispositions of real estate investments, net | (359) | 2,263 | |||||||||
| Impairment of real estate investment | (21,706) | — | |||||||||
| Loss from unconsolidated entities | (1,848) | (1,205) | |||||||||
| Foreign currency gain (loss) | 1,416 | (426) | |||||||||
| Other income, net | 1,525 | 1,863 | |||||||||
| Total net other expense | (44,667) | (27,526) | |||||||||
| Loss before income taxes | (6,236) | (2,726) | |||||||||
| Income tax expense | (604) | (278) | |||||||||
| Net | (6,840) | (3,004) | |||||||||
| Net loss (income) attributable to noncontrolling interests | 36 | (888) | |||||||||
| Net loss attributable to controlling interest | $ | (6,804) | $ | (3,892) | |||||||
| Net loss per share of Common Stock, Class T common stock and Class I common stock attributable to controlling interest: | |||||||||||
| Basic | $ | (0.04) | $ | (0.04) | |||||||
| Diluted | $ | (0.04) | $ | (0.04) | |||||||
| Weighted average number of shares of Common Stock, Class T common stock and Class I common stock outstanding: | |||||||||||
| Basic | 156,922,819 | 104,295,142 | |||||||||
| Diluted | 156,922,819 | 104,295,142 | |||||||||
| Net | $ | (6,840) | $ | (3,004) | |||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustments | 176 | (43) | |||||||||
| Total other comprehensive income (loss) | 176 | (43) | |||||||||
| Comprehensive loss | (6,664) | (3,047) | |||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | 36 | (888) | |||||||||
| Comprehensive loss attributable to controlling interest | $ | (6,628) | $ | (3,935) | |||||||
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