SEC Comment Letter 0000000000-24-007096 to American Healthcare REIT, Inc. (AHR) (CIK 0001632970) (AHR)
American Healthcare REIT, Inc. (AHR) (CIK 0001632970)
Date: June 24, 2024 · CIK: 0001632970 · Accession: 0000000000-24-007096
AI Filing Summary & Sentiment
File numbers found in text: 001-41951
Letter
United States securities and exchange commission logo June 24, 2024 Brian S. Peay Chief Financial Officer American Healthcare REIT, Inc. 18191 Von Karman Avenue, Suite 300 Irvine, CA 92612 Re:American Healthcare REIT, Inc. Form 10-K for the fiscal year ended December 31, 2023 Form 8-K filed May 13, 2024 File No. 001-41951 Dear Brian S. Peay: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K filed May 13, 2024 Exhibit 99.1, page 9 1.We note your calculation of EBITDA contains adjustments for items other than interest, taxes, depreciation and amortization. Please revise in future filings to ensure that measures calculated differently from EBITDA are not characterized as EBITDA and have titles that are distinguished from "EBITDA", such as "Adjusted EBITDA". Reference is made to Question 103.01 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. 2.Please tell us and disclose in future filings the reasons why management believes that the presentation of certain non-GAAP financial measures (e.g. Cash NOI, Pro-Rata Cash NOI, Same-Store NOI, EBITDA and Adjusted EBITDA) provides useful information to investors regarding the registrant's financial condition and results of operations. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
FirstName LastNameBrian S. Peay Comapany NameAmerican Healthcare REIT, Inc. June 24, 2024 Page 2 FirstName LastName Brian S. Peay American Healthcare REIT, Inc. June 24, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
June 24, 2024
Brian S. Peay
Chief Financial Officer
American Healthcare REIT, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
Re:American Healthcare REIT, Inc.
Form 10-K for the fiscal year ended December 31, 2023
Form 8-K filed May 13, 2024
File No. 001-41951
Dear Brian S. Peay:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K filed May 13, 2024
Exhibit 99.1, page 9
1.We note your calculation of EBITDA contains adjustments for items other than interest,
taxes, depreciation and amortization. Please revise in future filings to ensure that
measures calculated differently from EBITDA are not characterized as EBITDA and have
titles that are distinguished from "EBITDA", such as "Adjusted EBITDA". Reference is
made to Question 103.01 of the Compliance & Disclosure Interpretations for Non-GAAP
Financial Measures.
2.Please tell us and disclose in future filings the reasons why management believes that
the presentation of certain non-GAAP financial measures (e.g. Cash NOI, Pro-Rata Cash
NOI, Same-Store NOI, EBITDA and Adjusted EBITDA) provides useful information to
investors regarding the registrant's financial condition and results of operations. Refer to
Item 10(e)(1)(i)(C) of Regulation S-K.
FirstName LastNameBrian S. Peay
Comapany NameAmerican Healthcare REIT, Inc.
June 24, 2024 Page 2
FirstName LastName
Brian S. Peay
American Healthcare REIT, Inc.
June 24, 2024
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction