Brookdale Senior Living Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 7, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0001332349-24-000102
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001332349-24-000129
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 146 previous paragraphs and 160 current paragraphs.
85 unchanged; 51 reworded; 22 added; 7 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
Agreements to Acquire Currently Leased Assets
Current report
In September 2024, we entered into three definitive agreements to acquire 41 communities (2,789 units) that are currently leased by us for a combined purchase price of $610.0 million. These three transactions are expected to close by year-end, subject to the satisfaction of customary closing conditions for real estate transactions. We expect to fund these acquisitions through the assumption of existing mortgage debt, the net cash proceeds from the sale of the 3.50% convertible senior notes due 2029 (the “2029 New Notes”), proceeds from non-recourse mortgage financing on certain of the assets, and cash on hand. We expect these three transactions will result in an approximately $46.6 million decrease in cash paid for operating and financing leases for the twelve months ending December 31, 2025 compared to the previously required estimated 2025 lease payments and assuming the renewal of the lease for five of the communities at the end of its current term on December 31, 2024. We expect the amendment of the leasing arrangements will result in an approximately $8.1 million and $32.8 million decrease in cash paid for operating leases for the three months ending December 31, 2024 and the twelve months ending December 31, 2025, respectively, as a result of the reclassification of lease costs due to financing lease classification and the expected acquisition transactions. We expect to recognize an approximately $33.0 million loss on extinguishment of the financing obligation upon close of the reacquisition transaction for the amount by which the repurchase price exceeds the previously recognized financing obligation for three communities for which the lease arrangements are accounted for as failed sale-leaseback transactions. Refer to Notes 6 and 7 to the condensed consolidated financial statements contained in Item 1. Financial Statements for additional information on the 2029 New Notes and the acquisition transactions, respectively.
Current report
Omega Lease Amendment
Current report
The increase in net loss was primarily attributable to the increase in facility operating expense, a decrease in property insurance recoveries, a decrease in the fair value of interest rate derivatives in the current period, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees and a decrease in asset impairment expense.
Current report
The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure, an increase in insurance expense, and an increase in marketing expense.
Current report
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.4% increase in same community RevPOR and a 90 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year rate increase. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $11.9 million less in resident fees during the three months ended September 30, 2024 compared to the prior year period.
Current report
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure and an increase in marketing expense, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $9.6 million less in facility operating expense during the three months ended September 30, 2024 compared to the prior year period.
Current report
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $3.2 million less in facility operating expense during the three months ended September 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, partially offset by a decrease in the use of premium labor, primarily contract labor.
Current report
Asset Impairment. During the three months ended September 30, 2024, we recorded $0.9 million of non-cash impairment charges due to property damage sustained at certain communities. During the three months ended September 30, 2023, we recorded $9.1 million of non-cash impairment charges, primarily due to the planned disposition of certain underperforming communities that have since been sold.
Current report
Gain (Loss) on Debt Modification and Extinguishment, Net. The increase in loss on debt modification and extinguishment, net was primarily due to debt modification costs recognized during the three months ended September 30, 2024 for the refinancing of mortgage debt previously scheduled to mature in September 2025.
Current report
Other Non-operating Income (Loss). The decrease in other non-operating income is due to decreased income recognized for insurance recoveries from our property and casualty insurance policies.
Current report
Comparison of Nine Months Ended September 30, 2024 and 2023
Current report
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.4% increase in same community RevPOR and a 120 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year rate increase. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $31.3 million less in resident fees during the nine months ended September 30, 2024 compared to the prior year period.
Current report
Asset Impairment. During the nine months ended September 30, 2024, we recorded $2.6 million of non-cash impairment charges primarily due to non-cash impairment charges for property damage sustained at certain communities. During the nine months ended September 30, 2023, we recorded $9.6 million of non-cash impairment charges, primarily related to the planned disposition of certain underperforming communities that have since been sold.
Current report
Gain (Loss) on Debt Modification and Extinguishment, Net. The increase in loss on debt modification and extinguishment, net was primarily due to debt modification costs recognized during the nine months ended September 30, 2024 for the refinancing of mortgage debt previously scheduled to mature in September 2025.
Current report
Equity in Earnings (Loss) of Unconsolidated Ventures. The decrease in equity in loss of unconsolidated ventures was due to the sale of our equity interest in the Health Care Services venture in December 2023.
Current report
Other Non-operating Income (Loss). The decrease in other non-operating income is due to decreased income recognized for insurance recoveries from our property and casualty insurance policies.
Current report
•transaction consideration and related expenses, including consideration for the acquisition of 41 communities pursuant to agreements with certain of our lessors;
Current report
In September 2024, we entered into privately negotiated agreements with certain of the holders of our outstanding 2.00% convertible senior notes due 2026 (the “2026 Notes”) to exchange a portion of our existing 2026 Notes for a newly issued series of 2029 New Notes. On October 3, 2024, pursuant to the agreements, we issued $369.4 million principal amount of a newly issued series of 2029 New Notes. Approximately $219.4 million principal amount of the 2029 New Notes was issued in exchange for $206.7 million principal amount of the 2026 Notes and $150.0 million principal amount of the 2029 New Notes was issued for cash. Our net cash proceeds were approximately $135.0 million after subtracting fees, discounts, and estimated expenses in connection with the financings. Refer to Note 6 to the condensed consolidated financial statements contained in Item 1. Financial Statements for additional information on the convertible senior notes transactions.
Current report
In September 2024, we entered into three definitive agreements to acquire 41 communities that are currently leased by us for a combined purchase price of $610.0 million. These three transactions are expected to close by year-end, subject to the satisfaction of customary closing conditions for real estate transactions. We expect to fund these acquisitions through the assumption of approximately $194.5 million existing mortgage debt, the net cash proceeds from the sale of the 2029 New Notes, proceeds from non-recourse mortgage financing on certain of the assets, and cash on hand.
Current report
(without giving effect to future renewals or extension options and assuming the closing of the pending lease acquisition transactions involving 41 communities described above).
Current report
In the aggregate, our cash flow from our leased portfolio is negative after giving effect to capital expenditures and allocated general and administrative expense. We expect to renew, extend, or restructure leases with respect to certain leases where economically advantageous. One master lease reflected in the table above covers 120 communities and is scheduled to mature on December 31, 2025. Pursuant to the terms of the master lease, our renewal notice deadline expires at the end of November 2024. To the extent we do not renew the lease and otherwise do not reach agreement on a restructured arrangement with the landlord prior to the lease maturity, the lease would expire in accordance with its terms.
Removed paragraphs (7)
Previous report
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.5% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $10.5 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period.
Previous report
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure and an increase in estimated insurance expense, partially offset by decreases in estimated incentive compensation costs and the use of premium labor, primarily contract labor. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $8.5 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period.
Previous report
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $4.3 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor.
Previous report
Comparison of Six Months Ended June 30, 2024 and 2023
Previous report
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.5% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the annual in-place rate increases effective January 1, 2024. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $19.4 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period.
Previous report
General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to a decrease in organizational restructuring costs compared to the prior year period, primarily for severance costs for our senior leadership changes during the six months ended June 30, 2023, partially offset by an increase in non-cash stock-based compensation expense compared to the prior year period. General and administrative expense includes transaction and organizational restructuring costs of $0.5 million and $3.7 million for the six months ended June 30, 2024 and 2023, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Previous report
•transaction consideration and related expenses;
Reworded paragraphs (51)
Previous wording
We are the nation's premier operator of senior living communities, operating and managing 649 communities in 41 states as of June 30, 2024, with the ability to serve approximately 59,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). As of June 30, 2024, we owned 342 communities (30,970 units), leased 277 communities (19,857 units), and managed 30 communities (4,579 units).
Current wording
We are the nation's premier operator of senior living communities, operating and managing 648 communities in 41 states as of September 30, 2024, with the ability to serve approximately 58,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). As of September 30, 2024, we owned 342 communities (30,977 units), leased 277 communities (19,860 units), and managed 29 communities (4,362 units).
Previous wording
Subsequent to the three months ended June 30, 2024, we amended the existing master lease with Omega Healthcare Investors, Inc. ("Omega") pursuant to which we continue to lease 24 communities (2,555 units) from Omega. The amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance. We preliminarily estimate that the lease modification will increase the right-of-use assets and lease obligations recognized on our condensed consolidated balance sheet each by approximately $220.0 million.
Current wording
In August 2024, we amended the existing master lease with Omega Healthcare Investors, Inc. ("Omega") pursuant to which we continue to lease 24 communities (2,555 units) from Omega. The amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance.
Previous wording
The increase in resident fees was primarily attributable to a 6.1% increase in same community RevPAR, comprised of a 4.2% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $30.1 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period.
Current wording
The increase in resident fees was primarily attributable to a 5.6% increase in same community RevPAR, comprised of a 4.2% increase in same community RevPOR and a 100 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $14.6 million less in resident fees during the three months ended September 30, 2024 compared to the prior year period.
Previous wording
The increase in facility operating expense was primarily attributable to a 3.6% increase in same community facility operating expense primarily resulting from broad inflationary pressure and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor and a decrease in estimated incentive compensation costs. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $12.8 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period.
Current wording
The increase in facility operating expense was primarily attributable to a 4.1% increase in same community facility operating expense primarily resulting from broad inflationary pressure and an increase in marketing expense, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $12.8 million less in facility operating expense during the three months ended September 30, 2024 compared to the prior year period.
Previous wording
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense, a $4.1 million decrease in other operating income for state government grants recognized in the three months ended June 30, 2023, and the change in classification of $2.5 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period.
Current wording
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense and a $2.6 million decrease in other operating income for state government grants recognized in the three months ended September 30, 2023.
Previous wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.8% increase in RevPOR and a 100 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of the annual in-place rate increases effective January 1, 2024. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic.
Current wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.8% increase in RevPOR and a 120 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of the current year rate increase. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic.
Previous wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 250 basis point increase in same community weighted average occupancy and a 0.5% decrease in the segment's same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The decrease in the segment's same community RevPOR was primarily the result of an occupancy mix shift to more independent living residents and lower skilled nursing revenue, partially offset by annual in-place rate increases effective January 1, 2024. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $3.9 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period.
Current wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 220 basis point increase in same community weighted average occupancy and a 1.2% increase in the segment's same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's same community RevPOR was primarily the result of the current year rate increase, partially offset by an occupancy mix shift to more independent living residents. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $2.7 million less in resident fees during the three months ended September 30, 2024 compared to the prior year period.
Previous wording
Facility Operating Lease Expense. The increase in facility operating lease expense was primarily due to the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period.
Current wording
Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily due to community lease termination activity since the prior year period.
Previous wording
Depreciation and Amortization. The increase in depreciation and amortization expense was primarily due to the completion of community renovations, apartment upgrades, and other major building infrastructure projects since the beginning of the prior year period, partially offset by the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period.
Current wording
Depreciation and Amortization. The increase in depreciation and amortization expense was primarily due to the completion of community renovations, apartment upgrades, and other major building infrastructure projects since the beginning of the prior year period.
Previous wording
Interest Expense. The increase in interest expense was primarily due to an increase in interest expense on long-term debt primarily as a result of increases in variable interest rate indices.
Current wording
Interest Expense. The increase in interest expense was primarily due to a decrease in the fair value of interest rate derivatives in the current period and an increase in interest expense on long-term debt.
Previous wording
We recorded an aggregate deferred federal, state, and local tax benefit of $9.1 million for the three months ended June 30, 2024, which was offset by an increase in the valuation allowance of $9.2 million.
Current wording
We recorded an aggregate deferred federal, state, and local tax benefit of $12.2 million for the three months ended September 30, 2024, which was offset by an increase in the valuation allowance of $12.5 million.
Previous wording
We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2024 and December 31, 2023 was $490.5 million and $474.2 million, respectively.
Current wording
We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of September 30, 2024 and December 31, 2023 was $503.0 million and $474.2 million, respectively.
Previous wording
The following table summarizes our overall operating results for the six months ended June 30, 2024 and 2023.
Current wording
The following table summarizes our overall operating results for the nine months ended September 30, 2024 and 2023.
Previous wording
The increase in resident fees was primarily attributable to a 5.9% increase in same community RevPAR, comprised of a 4.1% increase in same community RevPOR and a 130 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $14.4 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period.
Current wording
The increase in resident fees was primarily attributable to a 5.9% increase in same community RevPAR, comprised of a 4.2% increase in same community RevPOR and a 130 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $44.7 million less in resident fees during the nine months ended September 30, 2024 compared to the prior year period.
Previous wording
The increase in facility operating expense was primarily attributable to a 4.0% increase in same community facility operating expense, primarily resulting from broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $26.4 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period.
Current wording
The increase in facility operating expense was primarily attributable to a 4.0% increase in same community facility operating expense, primarily resulting from broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $39.2 million less in facility operating expense during the nine months ended September 30, 2024 compared to the prior year period.
Previous wording
The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the six months ended June 30, 2023 for the sale of our one remaining entrance fee community, the increase in facility operating expense, a decrease in other operating income, an increase in depreciation and amortization expense, and an increase in debt interest expense compared to the prior year period. These changes were partially offset by the increase in resident fees.
Current wording
The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the nine months ended September 30, 2023 for the sale of our one remaining entrance fee community, the increase in facility operating expense, a $12.0 million increase in interest expense primarily due to the change in the fair value of derivatives, a decrease in other operating income, and an increase in depreciation and amortization expense compared to the prior year period. These changes were partially offset by the increase in resident fees.
Previous wording
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense and the change in classification of $9.9 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period.
Current wording
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense, the change in classification of $9.9 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period, and a decrease in other operating income.
Previous wording
The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the six months ended June 30, 2024 and 2023 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Current wording
The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the nine months ended September 30, 2024 and 2023 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Previous wording
The following table summarizes the operating results and data for our Independent Living segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis. All 68 of the communities in our Independent Living segment are included within our same community portfolio.
Current wording
The following table summarizes the operating results and data for our Independent Living segment for the nine months ended September 30, 2024 and 2023, including operating results and data on a same community basis. All 68 of the communities in our Independent Living segment are included within our same community portfolio.
Previous wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.9% increase in RevPOR and a 100 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic.
Current wording
The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.8% increase in RevPOR and a 110 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of the current year rate increase. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic.
Previous wording
The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in property repair expense primarily as a result of severe weather events, and increased wireless internet access provided for residents, and an increase in estimated insurance expense, partially offset by a decrease in estimated incentive compensation costs. The segment's same community facility operating expense for the six months ended June 30, 2024 excludes $0.4 million of natural disaster expense.
Current wording
The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in property repair expense primarily as a result of severe weather events, increased wireless internet access provided for residents, and an increase in estimated insurance expense. The segment's same community facility operating expense for the nine months ended September 30, 2024 excludes $0.5 million of natural disaster expense.
Previous wording
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis.
Current wording
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the nine months ended September 30, 2024 and 2023, including operating results and data on a same community basis.
Previous wording
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor, a decrease in estimated incentive compensation costs, and a decrease in credit losses. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $15.7 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period. The segment's same community facility operating expense for the six months ended June 30, 2024 and 2023 excludes $2.4 million and $0.7 million, respectively, of natural disaster expense.
Current wording
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $25.3 million less in facility operating expense during the nine months ended September 30, 2024 compared to the prior year period. The segment's same community facility operating expense for the nine months ended September 30, 2024 excludes $3.1 million of natural disaster expense.
Previous wording
The following table summarizes the operating results and data for our CCRCs segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis.
Current wording
The following table summarizes the operating results and data for our CCRCs segment for the nine months ended September 30, 2024 and 2023, including operating results and data on a same community basis.
Previous wording
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $10.7 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 220 basis point increase in same community weighted average occupancy and a 1.1% increase in same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's same community RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024, partially offset by an occupancy mix shift to more independent living residents.
Current wording
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $13.4 million less in resident fees during the nine months ended September 30, 2024 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 220 basis point increase in same community weighted average occupancy and a 1.1% increase in same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's same community RevPOR was primarily the result of the current year rate increase, partially offset by an occupancy mix shift to more independent living residents.
Previous wording
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $10.7 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor.
Current wording
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $13.9 million less in facility operating expense during the nine months ended September 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor.
Previous wording
The following table summarizes other income and expense items in our operating results for the six months ended June 30, 2024 and 2023.
Current wording
The following table summarizes other income and expense items in our operating results for the nine months ended September 30, 2024 and 2023.
Previous wording
General and Administrative Expense. The increase in general and administrative expense was primarily attributable to an increase in non-cash stock-based compensation expense compared to the prior year period. General and administrative expense includes transaction and organizational restructuring costs of $0.1 million for both the three months ended June 30, 2024 and 2023. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Current wording
General and Administrative Expense. General and administrative expense includes transaction and organizational restructuring costs of $0.6 million and $3.8 million for the nine months ended September 30, 2024 and 2023, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Previous wording
Loss (Gain) on Sale of Communities, net. The decrease in gain on sale of communities, net was due to the sale of our one remaining entrance fee community during the three months ended June 30, 2023.
Current wording
Loss (Gain) on Sale of Communities, net. The decrease in gain on sale of communities, net was due to the sale of our one remaining entrance fee community during the nine months ended September 30, 2023.
Previous wording
Interest Expense. The increase in interest expense was primarily due to an increase in the fair value of interest rate derivatives in the prior period and an increase in interest expense on long-term debt primarily as a result of increases in variable interest rate indices.
Current wording
Interest Expense. The increase in interest expense was primarily due to an increase in the fair value of interest rate derivatives in the prior year and an increase in interest expense on long-term debt primarily as a result of increases in variable interest rate indices.
Previous wording
Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the six months ended June 30, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Current wording
Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the nine months ended September 30, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Previous wording
We recorded an aggregate deferred federal, state, and local tax benefit of $16.7 million for the six months ended June 30, 2024, which was partially offset by an increase in the valuation allowance of $16.3 million. We recorded an aggregate deferred federal, state, and local tax benefit of $10.8 million for the six months ended June 30, 2023, which was offset by an increase to the valuation allowance of $11.0 million.
Current wording
We recorded an aggregate deferred federal, state, and local tax benefit of $28.9 million for the nine months ended September 30, 2024, which was partially offset by an increase in the valuation allowance of $28.8 million. We recorded an aggregate deferred federal, state, and local tax benefit of $23.0 million for the nine months ended September 30, 2023, which was partially offset by an increase to the valuation allowance of $21.0 million.
Previous wording
The decrease in net cash provided by operating activities was primarily attributable to $25.3 million in cash received in the prior year period associated with government grants and credits, an increase in incentive compensation payments, and an increase in facility operating expense compared to the prior year period, partially offset by an increase in resident fees compared to the prior year period.
Current wording
The decrease in net cash provided by operating activities was primarily attributable to $28.0 million in cash received in the prior year period associated with government grants and credits, an increase in incentive compensation payments, and an increase in facility operating expense compared to the prior year period, partially offset by an increase in resident fees compared to the prior year period.
Previous wording
The decrease in net cash used in investing activities was primarily attributable to a $91.2 million decrease in purchases of marketable securities and a $13.9 million decrease in cash paid for capital expenditures compared to the prior year period. These changes were partially offset by a reduction in net proceeds from sale of assets of $36.0 million and a reduction in the sale and maturities of marketable securities of $35.1 million.
Current wording
The decrease in net cash used in investing activities was primarily attributable to a $120.6 million decrease in purchases of marketable securities and a $23.8 million decrease in cash paid for capital expenditures compared to the prior year period. These changes were partially offset by a reduction in the sale and maturities of marketable securities of $105.1 million and net proceeds from sale of assets of $36.2 million.
Previous wording
The change in net cash provided by (used in) financing activities was primarily attributable to $50.0 million of debt secured by first priority mortgages on 11 communities in the current year period and the repayment of $29.6 million of mortgage debt upon the sale of our one remaining entrance fee community in the prior year period.
Current wording
The decrease in net cash used in financing activities was primarily attributable to $50.0 million of debt secured by first priority mortgages on 11 communities in February 2024.
Previous wording
The change in Adjusted Free Cash Flow was primarily attributable to the decrease in net cash provided by operating activities, partially offset by a $24.8 million decrease in non-development capital expenditures, net compared to the prior year period.
Current wording
The change in Adjusted Free Cash Flow was primarily attributable to a $30.3 million decrease in non-development capital expenditures, net compared to the prior year period, partially offset by the decrease in net cash provided by operating activities and a decrease in property and casualty insurance proceeds.
Previous wording
In addition, we may use liquidity to the extent that we identify potential lease restructuring opportunities or exercise available lease purchase options.
Current wording
In addition, we may use liquidity to the extent that we identify potential lease restructuring opportunities.
Previous wording
We are highly leveraged and have significant debt and lease obligations. As of June 30, 2024, we had $3.7 billion of debt outstanding at a weighted average interest rate of 5.61%. As of such date, 91.3%, or $3.4 billion, of our total debt obligations represented non-recourse property-level mortgage financings.
Current wording
We are highly leveraged and have significant debt and lease obligations. As of September 30, 2024, we had $3.7 billion of debt outstanding at a weighted average interest rate of 5.45%. As of such date, 91.5%, or $3.4 billion, of our total debt obligations represented non-recourse property-level mortgage financings.
Previous wording
As of June 30, 2024, we had $0.9 billion of operating and financing lease obligations, and for the twelve months ending June 30, 2025, we will be required to make approximately $274.6 million of cash lease payments in connection with our existing operating and financing leases.
Current wording
As of September 30, 2024, we had $1.5 billion of operating and financing lease obligations, and for the twelve months ending September 30, 2025, we will be required to make approximately $249.5 million of cash lease payments in connection with our existing operating and financing leases (after giving effect to our planned acquisition transactions for 41 communities).
Previous wording
Total liquidity of $345.8 million as of June 30, 2024 included $290.0 million of unrestricted cash and cash equivalents (excluding restricted cash of $72.5 million), $19.7 million of marketable securities, and $36.1 million of availability on our secured credit facility. Total liquidity as of June 30, 2024 increased $5.2 million from total liquidity of $340.7 million as of December 31, 2023. The increase was primarily attributable to $50.0 million of mortgage debt proceeds, partially offset by negative $31.8 million of Adjusted Free Cash Flow and repayments of mortgage debt.
Current wording
Total liquidity of $324.1 million as of September 30, 2024 included $254.7 million of unrestricted cash and cash equivalents (excluding restricted cash of $77.3 million), $29.7 million of marketable securities, and $39.7 million of availability on our secured credit facility. Total liquidity as of September 30, 2024 decreased $16.6 million from total liquidity of $340.7 million as of December 31, 2023. The decrease was primarily attributable to negative $18.0 million of Adjusted Free Cash Flow. As described above, we received net cash proceeds of approximately $135.0 million for the exchange and issuance of convertible senior notes, net of fees, discounts, and estimated expenses in October 2024, which subsequently increased our current liquidity. The Company intends to use the proceeds to fund the planned acquisitions and for general corporate purposes.
Showing the first 40 of 51 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Reimbursed Costs Incurred on Behalf of Managed Communities. The increase in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to an increase in community costs incurred as a result of natural disasters and broad inflationary pressure for communities managed in both periods.
Current report — wording carried from elsewhere
General and Administrative Expense. The increase in general and administrative expense was primarily attributable to increases in legal expenses and non-cash stock-based compensation expense compared to the prior year period.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the three months ended June 30, 2023 for the sale of our one remaining entrance fee community and the increase in facility operating expense, partially offset by the increase in resident fees.
Previous report — wording carried elsewhere
The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure and an increase in estimated insurance expense.
Previous report — wording carried elsewhere
Loss (Gain) on Sale of Communities, net. The decrease in gain on sale of communities, net was due to the sale of our one remaining entrance fee community during the six months ended June 30, 2023.