Janus Living, Inc.
For the period ended Mar 31, 2026. Filed May 6, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed May 6, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to the Combined and Consolidated Financial Statements
NOTE 1. Business
Janus Living, Inc. (“Janus Living” or the “Company”) is a pure-play senior housing real estate investment trust (“REIT”), and the only United States (“U.S.”) publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures. Janus Living has a portfolio consisting of 40 senior housing communities, comprised of 11,252 units as of March 31, 2026. The Company’s communities are located primarily in major retirement markets across 12 states, with units in Florida and Texas representing 67% of the total units as of March 31, 2026. Substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Janus Living OP, LLC (“Janus Living OP” or the “Operating Company”), either directly or through its subsidiaries. The Company is the managing member of the Janus Living OP. The Company is externally managed by Healthpeak Investment Management, LLC (the “Manager”), an indirect subsidiary of Healthpeak Properties, Inc. (“Healthpeak” or the “Parent”).
On March 23, 2026, the Company completed its initial public offering (“IPO”) to become a public company (see Note 18). In connection with the IPO,48,300,000 shares of Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. During the three months ended March 31, 2026 a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 18). The Company contributed the net proceeds from the IPO to Janus Living OP in exchange for common units in Janus Living OP. See Note 11 for additional information about the ownership of the Company and Janus Living OP following the IPO.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited combined and consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined and consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.
Prior, and subsequent, to the IPO, Healthpeak controlled Janus Living, resulting in the transaction being accounted for as a transaction occurring between entities under common control. The financial statements for all periods prior to the IPO have been prepared on a “carve-out” basis. The historical financial statements reflect the carrying amounts that have been carved out of Healthpeak’s consolidated financial statements prepared in conformity with U.S. GAAP, and reflect estimates and allocations made by Healthpeak to depict Janus Living on a stand-alone basis. These allocations may not be indicative of the conditions that would have existed or the results of operations if Janus Living had operated as a stand-alone independent company.
Net income (loss) equals comprehensive income (loss) for all periods presented. The combined and consolidated financial statements include the accounts of Janus Living, Inc. and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any interim period. The accompanying unaudited interim financial information should be read in conjunction with the Company’s combined financial statements and notes thereto for the fiscal year ended December 31, 2025 included in the prospectus filed on March 23, 2026 with the Securities and Exchange Commission (“SEC”), as part of the Registration Statement on Form S-11 (File No. 333-293835) (such prospectus and registration statement, the “Registration Statement”).
Income Taxes
The Company’s deferred tax assets are netted against deferred tax liabilities on the Combined and Consolidated Balance Sheets. The Company is required to evaluate its deferred tax assets for realizability and recognize a valuation allowance, which is recorded against its deferred tax assets, if it is more likely than not that the deferred tax assets will not be realized. The Company considers all available evidence in its determination of whether a valuation allowance for deferred tax assets is required.
In connection with the formation transactions related to the IPO, the ownership ofsix senior housing communities was transferred from a taxable REIT subsidiary (“TRS”) to a non-taxable entity. This change in tax status resulted in the derecognition of certain deferred tax assets and liabilities. The net impact of this change in tax status resulted in a net tax benefit of $2 million during three months ended March 31, 2026.
Recent Accounting Pronouncements
The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company has elected the option to use the extended transition for new and revised accounting standards provided for EGCs under the JOBS Act, and, accordingly, may adopt such pronouncements on the same schedule as companies that are not issuers.
Not Yet Adopted
Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation (using both percentages and reporting currency amounts) of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for entities other than public business entities for annual periods beginning after December 15, 2025. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company expects ASU 2023-09 to require additional disclosures in the Notes to the Combined and Consolidated Financial Statements. The Company does not expect the amendments to have a material impact to its combined and consolidated financial position, results of operations, or cash flows.
Expense Disaggregation. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company is evaluating the impact these ASUs will have on its disclosures.
NOTE 3. Real Estate
2026 Real Estate Investment Acquisitions
JV Buyout
In January 2026, the Company acquired its JV partner’s 46.5% interest in SH 2019 Ventures, LLC (the “JV”) for $312 million (the “JV Buyout”). As a result of the JV Buyout, the Company began consolidating the 19 senior housing communities, derecognized its investment in the JV, and recognized a gain upon change of control of $46 million. See Note 4 for further information. The fair value of the senior housing communities was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy.
Subsequent to the completion of this acquisition, the Company entered into agreements to transition the management of certain of these senior housing communities from Brookdale Senior Living (“Brookdale”) to Ciel Senior Living and Pegasus Senior Living (the “operator transition”). In connection with the operator transition, the Company incurred a termination fee of $2.5 million to Brookdale, which is recognized within transaction costs on the Combined and Consolidated Statements of Operations.
Senior Housing Portfolio Acquisitions
In March 2026, the Company acquired (i) a portfolio oftwo senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio ofthree senior housing communities in Orlando, Florida for $121 million, and (iii)one senior housing community in Seattle, Washington for $41 million.
Dispositions of Real Estate
There were no dispositions of real estate during either of the three months ended March 31, 2026 or 2025.
Impairment Charges
During the three months ended March 31, 2026 and 2025, the Company did not recognize any impairment charges.
Held for Sale
As of March 31, 2026 and December 31, 2025, there were no assets classified as held for sale.
Casualty-Related Charges
During the three months ended March 31, 2025, the Company recognized $2 million of casualty-related charges, which were primarily related to mitigation and other charges incurred related to damages caused by Hurricane Milton. Casualty-related recoveries (charges) are recognized in other income (expense), net in the Combined and Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the Company had an outstanding insurance receivable balance of $6 million and $12 million, respectively (see Note 6).
NOTE 4. Investments in Unconsolidated Joint Venture
As of December 31, 2025, the Company held a 53.5% ownership interest in the JV that was comprised of 19 senior housing communities and was accounted for under the equity method. The remaining 46.5% interest was held by a sovereign wealth fund (“SWF”). As of December 31, 2025, the carrying value of the JV was $313 million. In January 2026, the Company acquired its joint venture partner’s 46.5% interest for $312 million, resulting in consolidation of the 19 senior housing communities (see Note 3).
The following table summarizes the Company’s equity method investment (in thousands):
| December 31, 2024 | $322,551 |
|---|---|
| Distributions | (13,910) |
| Direct share of equity income (loss) | 4,649 |
| Basis difference amortization | (581) |
| December 31, 2025 | $312,709 |
| Direct share of equity income (loss) | 119 |
| JV buyout | (312,828) |
| March 31, 2026 | $— |
NOTE 5. Intangible Assets
Intangible assets consist of in-place resident contract intangibles that were recognized upon acquisition of the related communities. The following table summarizes the Company’s intangible assets (dollars in thousands):
| Intangible assets | March 31,2026 | December 31,2025 |
|---|---|---|
| Gross intangible assets | $426,510 | $281,356 |
| Accumulated amortization | (234,851) | (254,686) |
| Intangible assets | $191,659 | $26,670 |
| Weighted average remaining amortization period in years | 2 | 1 |
During the three months ended March 31, 2026, in conjunction with the Company’s acquisitions of real estate, the Company acquired $189 million of intangible assets with a weighted average amortization period at acquisition ofthree years. Other activity during the three months ended March 31, 2026 includes the write-off of fully depreciated assets.
NOTE 6. Other Assets
The following table summarizes the Company’s other assets (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Entrance fee receivables (see Note 9) | $73,899 | $73,376 |
| Prepaid and other assets (1) | 50,650 | 48,690 |
| Insurance receivables (see Note 3) | 5,507 | 12,491 |
| Other assets | $130,056 | $134,557 |
(1)Includes costs of acquiring contracts, net of capitalized commissions, of $26 million and $24 million as of March 31, 2026 and December 31, 2025, respectively, which are amortized over the estimated stay of the resident.
NOTE 7. Debt
Credit Facilities
Concurrent with the completion of the IPO, the Company entered into a credit agreement that provides for a $500 million revolving credit facility (the “Revolving Credit Facility”) and $100 million delayed-draw term loan facility (the “Term Loan” and, together with the Revolving Credit Facility, the “Credit Facilities”). The Company has the option to increase commitments under the Credit Facilities and/or obtain incremental term loans so long as the aggregate principal amount does not exceed $1.5 billion, subject to customary requirements. The Revolving Credit Facility matures in March 2030 withtwo six-month extension periods available, subject to certain conditions. The Term Loan is available to be drawn until December 2026 and matures in March 2031. Borrowings under the Revolving Credit Facility and Term Loan bear interest at SOFR plus 105 and 110 basis points, respectively, based on the Company’s current leverage-based pricing grid. The Company also pays a facility fee on the entire revolving commitment that depends on its current leverage-based pricing grid, which was 0.15% as of March 31, 2026. As of March 31, 2026, total unamortized debt issuance costs for the Credit Facilities were $2 million, which are recognized in other assets on the Combined and Consolidated Balance Sheets. As of March 31, 2026, no principal had been drawn on either the Revolving Credit Facility or the Term Loan.
The Credit Facilities are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage Ratio of 1.5 times; (v) require a minimum Consolidated Tangible Net Worth of at least the sum of (x) $2.04 billion as of the end of any fiscal quarter plus (y) an amount equal to 75% of the net proceeds received from any equity offerings after the closing date; and (vi) require a minimum Unsecured Interest Coverage Ratio of 1.75 times. The Company believes it was in compliance with each of these covenants at March 31, 2026.
Mortgage Debt
At December 31, 2025, the Company had $102 million in aggregate principal of fixed rate mortgage debt outstanding and $0.7 million of unamortized premiums. The mortgage debt was secured bytwo senior housing communities with an aggregate carrying value of $242 million. The Company was in compliance with the requirements of its mortgage debt as of December 31, 2025.
In January 2026, the Company made a $102 million early full principal repayment of its mortgage debt with original maturities in December 2026 and paid $1 million of accrued interest and prepayment penalties. During the three months ended March 31, 2026, the Company recognized a $0.4 million loss on debt extinguishment related to this early repayment. As of March 31, 2026, the Company had ten outstanding letters of credit obligations totaling $1 million.
NOTE 8. Accounts Payable, Accrued Liabilities, and Other Liabilities
The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Refundable entrance fees | $218,893 | $221,147 |
| Other accounts payable and accrued liabilities | 74,558 | 57,024 |
| Accrued construction costs | 4,351 | 6,039 |
| Accounts payable, accrued liabilities, and other liabilities | $297,802 | $284,210 |
NOTE 9. Deferred Revenue
The following table summarizes the Company’s deferred revenue (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Non-refundable entrance fees | $677,284 | $669,528 |
| Other deferred revenue | 2,771 | 3,479 |
| Deferred revenue | $680,055 | $673,007 |
The opening and closing balances of non-refundable entrance fees were as follows (in thousands):
| Closing balance - December 31, 2024 | $615,723 |
|---|---|
| Additions(1) | 152,717 |
| Amortization(2) | (98,912) |
| Closing balance - December 31, 2025 | $669,528 |
| Additions | 34,959 |
| Amortization(2) | (27,203) |
| Closing balance - March 31, 2026 | $677,284 |
(1)During the three months ended March 31, 2025, the Company collected non-refundable entrance fees of $29 million.
(2)Amortization of non-refundable entrance fees is included within resident fees and services on the Combined and Consolidated Statements of Operations. During the three months ended March 31, 2025, the Company recognized amortization of $24 million.
As of each of March 31, 2026 and December 31, 2025, the weighted average remaining length of stay based on the unamortized non-refundable entrance fee balance of the Company’s in-place residents was 8 years.
Entrance Fee Receivables
For certain residents that qualify, the Company may offer to provide a deferral of the upfront cash entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. These entrance fee receivables are due upon sale of the resident’s previous home. The following table summarizes the Company’s entrance fee receivables, which are recognized in other assets on the Combined and Consolidated Balance Sheets (in thousands):
| Closing balance - December 31, 2024 | $61,273 |
|---|---|
| Current year deferrals provided | 99,960 |
| Receipts applied to entrance fee commitments | (87,857) |
| Closing balance - December 31, 2025 | $73,376 |
| Current year deferrals provided | 25,813 |
| Receipts applied to entrance fee commitments | (25,290) |
| Closing balance - March 31, 2026 | $73,899 |
NOTE 10. Commitments and Contingencies
Minimum Liquid Reserve (“MLR”)
State licensing authorities require the Company to maintain MLR balances in escrow accounts based upon certain financial calculations. This requirement mitigates the risk of a community failure, whereby the Company would be obligated to repay the balance of entrance fees to its residents. The reserve balance required by these state licensing authorities at March 31, 2026 was $96 million, which was met through $68 million of restricted cash held in escrow and $28 million of promissory notes. These promissory notes are issued between the Company and certain of its operating subsidiaries, which represents intercompany activity that is eliminated in the Combined and Consolidated Financial Statements.
Legal Proceedings
From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. These matters typically relate to the following, among others, and include matters that pertain to operators’ management of the Company’s communities: (i) premises liability and other personal injury claims; (ii) resident care and professional liability matters, including allegations relating to quality of care, neglect, or violation of applicable health and safety regulations; and (iii) contract disputes with residents, service providers, or vendors. Many of these claims are covered, in whole or in part, by insurance policies maintained by the Parent, as further described below, subject to self-insured retentions, deductibles, and policy limits.
The Company monitors and evaluates all pending matters in consultation with legal counsel, risk management, insurance professionals, and its operators. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.
Operator Agreement
The Company has long-term management agreements with its operators under which base management fees and incentive management fees are payable to these operators (“Operator Fees”) if operating results exceed pre-established thresholds. Conversely, there are also provisions in the management agreements that reduce Operator Fees if operating results do not meet certain pre-established thresholds. Out-of-pocket expenses incurred on behalf of the Company by operators are subject to reimbursement from the Company. During the three months ended March 31, 2026 and 2025, the Company incurred management fees of $7 million and $5 million, respectively, which are recognized in operating expenses on the Combined and Consolidated Statements of Operations. For discussion of management fees payable to Healthpeak, refer to Note 18.
NOTE 11. Equity
Initial Public Offering
Formation Transactions
In March 2026, Janus Living consummated a series of formation transactions through which Healthpeak transferred, directly or indirectly, cash plus senior housing real estate communities and certain parcels of land for future development to the Company. As a result of these transactions, Healthpeak received 138,816,246 shares of Class A-1 common stock and 75,917,780 common units in Janus Living OP, which collectively have a value of $4.3 billion (based on the IPO price of $20.00 per share). Janus Living contributed the real estate assets received in the formation transactions to Janus Living OP in exchange for common units, and following such contributions and the formation transactions described above, Janus Living holds 187,222,996 common units in Janus Living OP. In connection with these formation transactions, Healthpeak also purchased shares of Class A-2 common stock in an amount equivalent to the common units of Janus Living OP that Healthpeak holds following completion of the formation transactions described above, for aggregate consideration of approximately $760 thousand. Also in March 2026, in connection with the IPO,48,300,000 shares of Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. During the three months ended March 31, 2026 a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 18).
Class A-1 Common Stock, Class A-2 Common Stock, and Common Units
Following the IPO, Janus Living has two classes of common stock: Class A-1 common stock and Class A-2 common stock. Class A-1 common stock has both voting and economic rights and is held by Healthpeak and public investors. Janus Living’s Class A-2 common stock was issued only to Healthpeak and has voting rights but is not entitled to receive any dividends or distributions, and has no other economic rights. The purpose of the Class A-2 common stock is to give Healthpeak voting rights that correspond to its common units in Janus Living OP, which do not provide holders with the right to vote on matters submitted to the stockholders of Janus Living. Shares of Class A-2 common stock are not listed on the New York Stock Exchange. Class A-2 common stock will not be issued to any holder other than Healthpeak.
Noncontrolling Interests
OP Units
Common unitholders (“OP Unitholders”) have the right to require redemption of part or all of their common units of Janus Living OP (“common units” or “OP units”) for cash or shares of Janus Living’s Class A-1 common stock, at Janus Living Inc.’s option as managing member of Janus Living OP. The per unit redemption amount is equal to eitherone share of the Janus Living’s Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. The common units are classified in permanent equity because Janus Living, Inc. may elect to issue shares of its Class A-1 common stock to OP Unitholders who choose to redeem their common units rather than using cash. In connection with the formation transactions, Janus Living holds 187,222,996 common units in Janus Living OP and Healthpeak holds 75,917,780 common units. The resulting change in the Company’s net assets and capital structure required an allocation between equity and noncontrolling interests on the Combined and Consolidated Statements of Equity. Each unitholder’s interest is calculated by dividing its units held by the total common units outstanding. Healthpeak’s common units are presented as common units of Janus OP, LLC held by Healthpeak Properties, Inc. on the Combined and Consolidated Balance Sheets.
As of March 31, 2026, Healthpeak held 75,917,780 OP Units, all of which were convertible into Class A-1 common stock. As of March 31, 2026, the value of the OP Units held by Healthpeak had a value of $1.8 billion based on the closing stock price on March 31, 2026.
LTIP Units
During the three months ended March 31, 2026, certain employees of the Company (“LTIP Unitholders”) were issued approximately 392 thousand non-managing member units in Janus Living OP (“LTIP Units”), all of which were profits interests in Janus Living OP. When certain conditions are met, the LTIP Unitholders have the right to require redemption of part or all of their LTIP Units for cash or shares of the Company’s Class A-1 common stock, at the Company’s option as managing member of Janus Living OP. The per unit redemption amount is equal to eitherone share of the Company’s Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. The Company classifies the LTIP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its Class A-1 common stock to LTIP Unitholders who choose to redeem their LTIP Units rather than using cash. As of March 31, 2026, there were approximately 392 thousand LTIP Units outstanding and none had met the criteria for redemption.
NOTE 12. Earnings Per Common Share
Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of common shares issuable from the assumed conversion of OP Units and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.
Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.
For basic EPS, the Company has elected to use the number of shares outstanding as of the closing date of the IPO as the number of weighted average shares outstanding, which were unchanged as of March 31, 2026. For the three months ended March 31, 2026, basic and diluted EPS is calculated by dividing net income (loss) attributable to common shares after the closing date of the IPO by the basic and diluted weighted average shares outstanding for the period. The pre-IPO net income (loss) of $40 million for the period from January 1, 2026 through March 23, 2026 is deducted from net income (loss) for purposes of EPS.
The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months EndedMarch 31, 2026 | |
|---|---|
| Numerator - Basic | |
| Net income (loss) | $27,874 |
| Noncontrolling interests’ share in earnings | 3,458 |
| Net (income) loss - pre-IPO | (39,888) |
| Net income (loss) applicable to common shares | $(8,556) |
| Numerator - Dilutive | |
| Net income (loss) applicable to common shares | $(8,556) |
| Net income (loss) attributable to dilutive convertible units and other | (3,467) |
| Dilutive net income (loss) available to common shares | $(12,023) |
| Denominator | |
| Basic weighted average shares outstanding(1) | 187,223 |
| Dilutive potential common shares - OP Units(2) | 75,918 |
| Diluted weighted average common shares | 263,141 |
| Earnings per common share | |
| Basic | $(0.05) |
| Diluted | $(0.05) |
(1)Basic weighted average shares outstanding for the three months ended March 31, 2026 represent the Class A-1 common shares issued on the closing date of the IPO, which are the common shares outstanding as of March 31, 2026. No publicly-listed shares were outstanding as of March 31, 2025.
(2)For the three months ended March 31, 2026, represents the dilutive impact of 76 million outstanding OP Units.
NOTE 13. Variable Interest Entities
Operating Subsidiary
Janus Living OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Janus Living OP, acts as the managing member of Janus Living OP, and exercises full responsibility, discretion, and control over the day-to-day management of Janus Living OP. Because certain noncontrolling interests in Janus Living OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Janus Living OP is a VIE. Janus Living, Inc., as managing member, has the power to direct the core activities of Janus Living OP that most significantly affect Janus Living OP’s performance, and through its interest in Janus Living OP, has both the right to receive benefits from and the obligation to absorb losses of Janus Living OP. Accordingly, Janus Living, Inc. is the primary beneficiary of Janus Living OP and consolidates Janus Living OP. As the Company conducts its business and holds its assets and liabilities through Janus Living OP, the total combined and consolidated assets and liabilities, income (losses), and cash flows of Janus Living OP represent substantially all of the total combined and consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 13, income (losses), and cash flows of Janus Living, Inc.
AgeTech Investment. The Company holds a limited partner interest in a fund that makes venture capital investments in early-stage technology solutions (the “AgeTech Investment”). As of March 31, 2026, the Company had an aggregate commitment of $2 million related to its AgeTech Investment and as of each of March 31, 2026 and December 31, 2025, the Company’s total investment was $0.2 million. The AgeTech Investment has been identified as VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. Given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist of its capital investments. All future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.
The classification of the related assets and the maximum loss exposure as a result of the Company’s involvement with the VIE at March 31, 2026 was as follows (in thousands):
| VIE Type | Asset Type | Maximum LossExposure and Carrying Amount(1) |
|---|---|---|
| AgeTech Investment | Other assets | $185 |
(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.
As of March 31, 2026, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIE, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).
NOTE 14. Fair Value Measurements
The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands):
| March 31, 2026(1) | December 31, 2025(1) | |||
|---|---|---|---|---|
| Carrying Value | Fair Value(2) | Carrying Value | Fair Value(2) | |
| Mortgage debt | $— | $— | $102,688 | $100,658 |
(1)During the three months ended March 31, 2026 and year ended December 31, 2025, there were no material transfers of financial assets or liabilities within the fair value hierarchy.
(2)Level 2: Mortgage debt is classified as Level 2 in the fair value hierarchy. The fair value of mortgage debt is based on standardized pricing models in which significant inputs or value drivers are observable in active markets.
NOTE 15. Revenue Recognition
Disaggregation of Resident Fees and Services Revenue
The following table disaggregates the Company’s resident fees and services according to whether such revenue relates to amortization of non-refundable entrance fees, room and rents, or ancillary and other services (in thousands):
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Amount | Percent of Total | Amount | Percent of Total | |
| Room and rents | $164,366 | 82.0 % | $120,410 | 80.9 % |
| Non-refundable entrance fee amortization | 27,203 | 13.6 % | 24,006 | 16.1 % |
| Ancillary and other services | 8,776 | 4.4 % | 4,511 | 3.0 % |
| Resident fees and services | $200,345 | 100.0% | $148,927 | 100.0% |
Room and rents and non-refundable entrance fee amortization are recognized over time, or approximately one month and expected stay of the resident, respectively. Ancillary and other services are recognized at a point in time, as services are delivered.
For the three months ended March 31, 2026, Medicare and Medicaid represented 14% and 1%, respectively, of total revenues. For the three months ended March 31, 2025, Medicare and Medicaid represented 16% and 2%, respectively, of total revenues.
Accounts Receivable, net
The opening and closing balances of accounts receivable, net were as follows (in thousands):
| Closing balance - December 31, 2025 | $19,431 |
|---|---|
| Closing balance - March 31, 2026 | 24,407 |
| Change | $4,976 |
The following is a summary of the Company’s adjustments to allowances for credit losses (in thousands):
| Opening balance - December 31, 2024 | $2,243 |
|---|---|
| Additional allowance | 2,269 |
| Write-offs, recoveries, and other adjustments | (2,494) |
| Closing balance - December 31, 2025 | $2,018 |
| Opening balance - December 31, 2025 | $2,018 |
| Additional allowance | 1,073 |
| Write-offs, recoveries, and other adjustments | 389 |
| Closing balance - March 31, 2026 | $3,480 |
NOTE 16. Segment Disclosures
The Company hasone operating segment, senior housing, based on how its Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. The Company’s reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as its operating segment. The accounting policies of the senior housing segment are the same as those described in Note 2 to the combined financial statements for the fiscal year ended December 31, 2025 included in the Registration Statement, as updated by Note 2 herein.
The CODM evaluates performance based on net income (loss) as reported on the Company’s Combined and Consolidated Statements of Operations as it provides a comprehensive indication of overall results of operations.
The Company conducts its business on a consolidated basis in one operating segment and therefore, has one reportable segment. Asset information is not used by the CODM to assess performance.
The following table presents significant segment expenses and net income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Resident fees and services | $200,345 | $148,927 |
| Compensation and property management | (91,008) | (70,381) |
| Food | (8,698) | (6,442) |
| Real estate taxes | (6,444) | (4,501) |
| Repairs and maintenance | (6,651) | (4,846) |
| Utilities | (8,145) | (5,663) |
| Other segment items(1) | (23,652) | (18,805) |
| Depreciation and amortization | (51,398) | (32,799) |
| General and administrative | (2,958) | (3,132) |
| General and administrative - related party management fee | (328) | — |
| Interest expense | (351) | (948) |
| Transaction costs | (18,510) | — |
| Gain (loss) upon change of control, net | 46,270 | — |
| Gain (loss) on debt extinguishments | (403) | — |
| Other income (expense), net | 816 | (2,380) |
| Income tax benefit (expense) | (1,122) | (2,591) |
| Equity income (loss) from unconsolidated joint venture | 111 | 1,451 |
| Net income (loss) | $27,874 | $(2,110) |
(1)Other segment items include: (i) cleaning and supplies, (ii) insurance, (iii) marketing, and (iv) other expenses.
NOTE 17. Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Supplemental cash flow information: | ||
| Interest paid | $777 | $1,131 |
| Income taxes paid (refunded), net | 426 | 279 |
| Supplemental schedule of non-cash investing and financing activities: | ||
| Accrued construction costs | 4,351 | 10,147 |
| Net noncash impact from the consolidation of properties previously held in an unconsolidated joint venture | 312,826 | — |
The following table summarizes cash, cash equivalents, and restricted cash (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Beginning of period: | ||
| Cash and cash equivalents | $19,652 | $18,777 |
| Restricted cash | 64,609 | 60,289 |
| Cash, cash equivalents, and restricted cash | $84,261 | $79,066 |
| End of period: | ||
| Cash and cash equivalents | $948,822 | $21,197 |
| Restricted cash | 88,971 | 63,434 |
| Cash, cash equivalents, and restricted cash | $1,037,793 | $84,631 |
Cash and Cash Equivalents
The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of March 31, 2026 and December 31, 2025, the account balances at certain institutions exceeded the FDIC insurance coverage.
NOTE 18. Related Party Transactions
In connection with the completion of the IPO, Janus Living entered into certain related party transactions with Healthpeak and/or certain of its direct or indirect subsidiaries. The various agreements entered into between Janus Living and Healthpeak in connection with the IPO and their related impact to the Combined and Consolidated Financial Statements are summarized below.
Formation Transactions
As more fully described in Note 11, Healthpeak and Janus Living consummated a series of formation transactions in connection with the IPO. In connection with the IPO and these formation transactions, Janus Living incurred $16 million of transaction costs, recognized within transaction costs on the Combined and Consolidated Statements of Operations. Additionally, Janus Living incurred $8 million of offering costs in addition to fees paid to the underwriters in connection with the IPO. These costs were recognized within additional paid-in capital on the Combined and Consolidated Statements of Equity. Certain of these offering and transaction costs were initially paid by Healthpeak and reimbursed by Janus Living in accordance with the Healthpeak Management Agreement (defined below).
Equity Awards
In connection with the IPO, certain of Healthpeak’s directors and executive officers received equity award grants from Janus Living, either as fully vested shares of Janus Living’s Class A-1 common stock, or as time-based or performance-based equity awards to acquire shares of Janus Living’s Class A-1 common stock subject to the satisfaction of vesting conditions. Of the $16 million of transaction costs discussed above, $5 million relates to stock-based compensation expense recognized on the fully vested awards issued to directors, executive officers, and employees of Healthpeak and Janus Living in connection with the IPO. In addition, certain of Healthpeak’s directors and executive officers entered into indemnification agreements with Janus Living in connection with the IPO.
Management Agreement
Janus Living entered into a management agreement (“Healthpeak Management Agreement”) with the Manager, an indirect subsidiary of Healthpeak. Pursuant to the management agreement, Janus Living agreed to pay the Manager a management fee (“Healthpeak Management Fee”) for services rendered to Janus Living equal to $10 million plus or minus the cumulative effect of an annual amount of 0.5% of (i) the gross book value (as determined in accordance with GAAP) of any investment that is the subject of an acquisition, or disposition or (ii) the increase in the gross book value of any investment that was the subject of a capital deployment, in each case, since January 1, 2026; provided, that (A) if Janus Living’s investments have a gross book value in excess of $10.0 billion but less than $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.1% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition or increase in the gross book value of any investment that was the subject of a capital deployment in excess of $10.0 billion but less than $20.0 billion, and (B) if Janus Living’s investments have a gross book value in excess of $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.15% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition, or increase in gross book value of any investment that was the subject of a capital deployment, that is in excess of $20.0 billion. The management fee will be payable in cash but will be reduced by the stock-based compensation expense recognized in connection with the grant of annual equity awards to employees of the Manager under the Janus Living, Inc. 2026 Equity Plan (“Manager Equity Awards”). The Healthpeak Management Agreement has an initial term of 3 years from the date of the completion of the IPO with annual renewals unless terminated by Janus Living or the Manager pursuant to the terms of the Healthpeak Management Agreement. Janus Living will also reimburse the Manager for documented third-party expenses incurred by the Manager in providing services under the Healthpeak Management Agreement, including expenses related to legal, accounting, due diligence and other services. Expenses will be reimbursed in cash on a quarterly or monthly basis, at the Manager’s election.
From the date of the IPO through March 31, 2026, Janus Living incurred $0.3 million of Healthpeak Management Fee. The Management Fee is recognized within general and administrative - related party on the Combined and Consolidated Statements of Operations for the three months ended March 31, 2026. Of the total Management Fee, $295 thousand is payable in cash and is recognized within accounts payable, accrued liabilities, and other liabilities on the Combined and Consolidated Balance Sheets, and $34 thousand has been paid to the Manager in the form of Manager Equity Awards.
Exclusivity Agreement
Janus Living entered into an exclusivity agreement with Healthpeak, pursuant to which Janus Living and Healthpeak agreed that during the term of the management agreement, neither Janus Living nor Healthpeak, nor any of Janus Living’s or Healthpeak’s respective affiliates, will engage in, sponsor, own, operate, manage, or otherwise participate in a competing business.
Stockholders Agreement
Janus Living entered into a stockholders agreement with Healthpeak pursuant to which, among other rights, Healthpeak will have the right to designate a certain number of directors to Janus Living’s Board of Directors based on its ownership threshold in the Company. Two of Healthpeak’s directors, Mr. Brinker and Ms. Sandstrom, serve on Janus Living’s Board of Directors pursuant to this agreement.
Purchases in the Reserved Share Program
In connection with the IPO, an aggregate of 216 thousand shares of our Class A-1 common stock were purchased by certain of Janus Living’s and Healthpeak’s directors and executive officers through a reserved share program. All purchases of Class A-1 common stock in the reserved share program were at the initial public offering price of $20.00 per Class A-1 common share.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.