What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-08 · 119 added, 58 removed, 413 unchanged (30% of the section changed)

33 unchanged sentences

Total liabilities 5,109,213 5,168,282

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized at March 31, 2024 and December 31, 2023;

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized at June 30, 2024 and December 31, 2023;

no shares issued and outstanding

Common stock, $ 0.01 par value, 400,000,000 shares authorized at March 31, 2024 and December 31, 2023;

Common stock, $ 0.01 par value, 400,000,000 shares authorized at June 30, 2024 and December 31, 2023;

207,728,540 and 198,780,826 shares issued and 197,201,015 and 188,253,301 shares outstanding, respectively

1 unchanged sentence

Treasury stock, at cost;

10,527,525 shares at March 31, 2024 and December 31, 2023

10,527,525 shares at June 30, 2024 and December 31, 2023

( 102,774 ) ( 102,774 )

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Resident fees $ 739,709 $ 710,161 $ 1,483,950 $ 1,423,565

10 unchanged sentences

Asset impairment — 520 1,708 520

Loss (gain) on sale of communities, net — ( 36,296 ) — ( 36,296 )

Costs incurred on behalf of managed communities 35,216 33,999 71,188 68,953

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Total equity, balance at beginning of period $ 375,448 $ 540,854 $ 405,153 $ 584,153

2 unchanged sentences

Shares issued for settlement of prepaid stock purchase contracts 32 — 67 —

Shares issued for warrant exercise 9 — 9 —

Restricted stock and restricted stock units, net 1 — 19 16

5 unchanged sentences

Shares issued for settlement of prepaid stock purchase contracts ( 32 ) — ( 67 ) —

Shares issued for warrant exercise ( 9 ) — ( 9 ) —

Restricted stock and restricted stock units, net ( 1 ) — ( 19 ) ( 16 )

17 unchanged sentences

Shares issued for settlement of prepaid stock purchase contracts 3,152 — 6,709 —

Shares issued for warrant exercise 942 — 942 —

Restricted stock and restricted stock units, net 95 6 1,873 1,551

5 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

4 unchanged sentences

Equity in (earnings) loss of unconsolidated ventures — 1,730

Distributions from unconsolidated ventures from cumulative share of net earnings — 430

Amortization of entrance fees — ( 732 )

6 unchanged sentences

Property and casualty insurance income ( 2,688 ) ( 3,927 )

Other non-operating (income) loss — ( 2,542 )

Changes in operating assets and liabilities:

10 unchanged sentences

Capital expenditures, net of related payables ( 95,973 ) ( 109,825 )

Acquisition of assets, net of cash acquired — ( 574 )

Proceeds from sale of assets, net 7,017 43,059

22 unchanged sentences

The Company's senior living communities and its comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home.

As of March 31, 2024, the Company owned 345 communities, representing a majority of the Company's community portfolio, leased 277 communities, and managed 30 communities.

As of June 30, 2024, the Company owned 342 communities, representing a majority of the Company's community portfolio, leased 277 communities, and managed 30 communities.

Summary of Significant Accounting Policies

17 unchanged sentences

Fair Value Measurements

Marketable Securities

As of June 30, 2024 and December 31, 2023, marketable securities of $ 19.7 million and $ 29.8 million, respectively, are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy.

Interest Rate Derivatives

1 unchanged sentence

The Company has not designated the interest rate cap and swap instruments as hedging instruments and as such, changes in the fair value of the instruments are recognized in earnings in the period of the change.

The interest rate derivative positions are valued using models developed by the respective

counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy.

The interest rate derivative positions are valued using models developed by the respective counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy.

The Company considers the credit risk of its counterparties when evaluating the fair value of its derivatives.

The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of March 31, 2024.

The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of June 30, 2024.

($ in millions)

4 unchanged sentences

As of December 31, 2023, the estimated fair value of the interest rate cap instruments was $ 13.3 million.

The following table summarizes the Company's SOFR interest rate swap instrument as of March 31, 2024.

The following table summarizes the Company's SOFR interest rate swap instrument as of June 30, 2024.

($ in millions)

7 unchanged sentences

The Company estimates the fair value of its convertible senior notes based on valuations provided by third-party pricing services.

The Company had outstanding long-term debt with a carrying amount of approximately $ 3.8 billion and $ 3.7 billion as of March 31, 2024 and December 31, 2023, respectively.

Fair value of the long-term debt is approximately $ 3.5 billion and $ 3.4 billion as of March 31, 2024 and December 31, 2023, respectively.

The Company had outstanding long-term debt with a carrying amount of approximately $ 3.7 billion as of both June 30, 2024 and December 31, 2023.

Fair value of the long-term debt is approximately $ 3.5 billion and $ 3.4 billion as of June 30, 2024 and December 31, 2023, respectively.

The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.

For the three months ended March 31, 2024 and 2023, the Company generated 93.9 % and 93.6 %, respectively, of its resident fee revenue from private pay customers and the remainder from government reimbursement programs and other payor sources.

The Company disaggregates its revenue from contracts with customers by payor source as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.

Resident fee revenue by payor source is as follows.

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Private pay 94.1 % 93.8 % 94.0 % 93.7 %

Government reimbursement 4.6 % 4.8 % 4.6 % 4.9 %

Other third-party payor programs 1.3 % 1.4 % 1.4 % 1.4 %

Refer to Note 13 for disaggregation of revenue by reportable segment.

4 unchanged sentences

Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied.

The Company had total deferred revenue (included within refundable fees and deferred revenue and other liabilities within the condensed consolidated balance sheets) of $ 51.3 million and $ 48.3 million, including $ 27.1 million and $ 24.1 million of monthly resident fees billed and received in advance, as of March 31, 2024 and December 31, 2023, respectively.

For the three months ended March 31, 2024 and 2023, the Company recognized $ 35.2 million and $ 36.9 million, respectively, of revenue that was included in the deferred revenue balance as of January 1, 2024 and 2023, respectively.

The Company applies the

practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less.

The Company had total deferred revenue (included within refundable fees and deferred revenue and other liabilities within the condensed consolidated balance sheets) of $ 48.8 million and $ 48.3 million, including $ 23.0 million and $ 24.1 million of monthly resident fees billed and received in advance, as of June 30, 2024 and December 31, 2023, respectively.

For the six months ended June 30, 2024 and 2023, the Company recognized $ 42.8 million and $ 44.9 million, respectively, of revenue that was included in the deferred revenue balance as of January 1, 2024 and 2023, respectively.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less.

Property, Plant and Equipment and Leasehold Intangibles, Net

As of March 31, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following.

(in thousands) March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following.

(in thousands) June 30, 2024 December 31, 2023

Land $ 497,829 $ 500,649

8 unchanged sentences

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise.

The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $ 86.1 million and $ 84.9 million for the three months ended March 31, 2024 and 2023, respectively.

The Company recognized $ 1.7 million for the three months ended March 31, 2024 of non-cash impairment charges in its operating results for its property, plant and equipment and leasehold intangibles assets, primarily due to property damage sustained at certain communities.

The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $ 88.0 million and $ 84.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 174.2 million and $ 169.4 million for the six months ended June 30, 2024 and 2023, respectively.

The Company did not recognize any impairment charges for the three months ended June 30, 2024.

The Company recognized $ 1.7 million for the six months ended June 30, 2024 and $ 0.5 million for both the three and six months ended June 30, 2023 of non-cash impairment charges in its operating results for its property, plant and equipment and leasehold intangibles assets, primarily due to property damage sustained at certain communities.

Long-term debt consists of the following.

(in thousands) March 31, 2024 December 31, 2023

(in thousands) June 30, 2024 December 31, 2023

Fixed rate mortgage notes payable due 2025 through 2047;

weighted average interest rate of 4.26 % as of both March 31, 2024 and December 31, 2023

weighted average interest rate of 4.26 % as of both June 30, 2024 and December 31, 2023

$ 1,941,759 $ 1,953,414

Variable rate mortgage notes payable due 2025 through 2030;

weighted average interest rate of 7.75 % and 7.74 % as of March 31, 2024 and December 31, 2023, respectively

weighted average interest rate of 7.76 % and 7.74 % as of June 30, 2024 and December 31, 2023, respectively

1,566,960 1,524,907

Convertible notes payable due October 2026;

interest rate of 2.00 % as of both March 31, 2024 and December 31, 2023

interest rate of 2.00 % as of both June 30, 2024 and December 31, 2023

230,000 230,000

Tangible equity units senior amortizing notes due November 2025;

interest rate of 10.25 % as of both March 31, 2024 and December 31, 2023

interest rate of 10.25 % as of both June 30, 2024 and December 31, 2023

13,827 17,990

Notes payable for insurance premium financing due 2024;

interest rate of 7.40 % as of March 31, 2024

interest rate of 7.40 % as of June 30, 2024

Deferred financing costs, net ( 26,991 ) ( 28,998 )

2 unchanged sentences

Total long-term debt, less current portion $ 3,679,102 $ 3,655,850

As of March 31, 2024, the long-term debt, less current portion within the Company's condensed consolidated balance sheet includes $ 100.0 million of mortgage notes payable scheduled to mature in January 2025 with two one-year extension options, exercisable by the Company subject to the satisfaction of certain conditions.

As of March 31, 2024, 91.1 %, or $ 3.4 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings.

As of March 31, 2024, $ 63.5 million of letters of credit and no cash borrowings were outstanding under the Company's $ 100.0 million secured credit facility.

The Company also had a separate secured letter of credit facility providing up to $ 15.0 million of letters of credit as of March 31, 2024 under which $ 14.5 million had been issued as of that date.

As of June 30, 2024, the long-term debt, less current portion within the Company's condensed consolidated balance sheet includes $ 100.0 million of mortgage notes payable scheduled to mature in January 2025 with two one-year extension options, exercisable by the Company subject to the satisfaction of certain conditions.

As of June 30, 2024, 91.3 %, or $ 3.4 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings.

As of June 30, 2024, $ 58.8 million of letters of credit and no cash borrowings were outstanding under the Company's $ 100.0 million secured credit facility.

The Company also had a separate secured letter of credit facility providing up to $ 17.0 million of letters of credit as of June 30, 2024 under which $ 15.7 million had been issued as of that date.

2024 Mortgage Financing

8 unchanged sentences

Furthermore, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of March 31, 2024, the Company is in compliance with the financial covenants of its debt agreements.

As of March 31, 2024, the Company operated 277 communities under long-term leases ( 263 operating leases and 14 financing leases).

As of June 30, 2024, the Company is in compliance with the financial covenants of its debt agreements.

As of June 30, 2024, the Company operated 277 communities under long-term leases ( 263 operating leases and 14 financing leases).

The substantial majority of the Company's lease arrangements are structured as master leases.

11 unchanged sentences

Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of March 31, 2024, the Company is in compliance with the financial covenants of its long-term leases.

As of June 30, 2024, the Company is in compliance with the financial covenants of its long-term lease agreements.

Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company did not recognize any such impairment charges for the three months ended March 31, 2024 and 2023.

The Company did not recognize any such impairment charges for the three and six months ended June 30, 2024 and 2023.

A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows.

Three Months Ended

June 30, Six Months Ended

Operating Leases (in thousands)

2024 2023 2024 2023

Facility operating expense $ 2,176 $ 1,732 $ 4,096 $ 3,358

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Financing Leases (in thousands)

2024 2023 2024 2023

Depreciation and amortization $ 2,898 $ 4,091 $ 5,770 $ 10,476

5 unchanged sentences

Total net cash outflows from financing leases $ 5,375 $ 7,579 $ 10,698 $ 19,983

The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of March 31, 2024 are as follows (in thousands).

The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of June 30, 2024 are as follows (in thousands).

Year Ending December 31, Operating Leases Financing Leases

2024 (nine months) $ 196,034 $ 15,198

2024 (six months) $ 129,816 $ 10,209

2025 261,680 7,004

7 unchanged sentences

Total lease obligations $ 783,782 $ 151,363

Subsequent to the three months ended June 30, 2024, the Company and Omega Healthcare Investors, Inc.

("Omega") amended the existing master lease pursuant to which the Company continues to lease 24 communities from Omega.

The Company's 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.

The Company preliminarily estimates that the lease modification will increase the right-of-use assets and lease obligations recognized on its condensed consolidated balance sheet each by approximately $ 220.0 million.

The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at the Company's communities and compliance with consumer protection laws and the Americans with Disabilities Act.

1 unchanged sentence

As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards.

The Company's current

policies provide for deductibles for each claim and contain various exclusions from coverage.

The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage.

The Company uses its wholly-owned captive insurance company for the purpose of insuring certain portions of its risk retention under its general and professional liability insurance programs.

Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company's wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits.

Accordingly, the Company is, in effect, self-insured for claims that are less than the

deductible amounts, for claims that exceed the funding level of the Company's wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits.

The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters.

17 unchanged sentences

Three months ended March 31, 2024 2,224 $ 6.36 $ 14,148

Three months ended June 30, 2024 17 $ 6.86 $ 115

Earnings Per Share

1 unchanged sentence

On October 1, 2021, the Company issued $ 230.0 million principal amount of 2.00 % convertible senior notes due 2026 (the "Notes").

As of March 31, 2024, the maximum number of shares issuable upon settlement of the Notes is 38.3 million (after giving effect to additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events).

As of June 30, 2024, the maximum number of shares issuable upon settlement of the Notes is 38.3 million (after giving effect to additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events).

On July 26, 2020, the Company issued to Ventas, Inc.

2 unchanged sentences

The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock, and business combination transactions.

During the three months ended June 30, 2024, the Company issued 942,424 shares of common stock upon the partial exercise of the Warrant by Ventas for 1.7 million shares, net of shares withheld to satisfy the aggregate exercise price.

As of June 30, 2024, the Warrant remains outstanding for the right to purchase 14.6 million shares of the Company's common stock.

During the three months ended December 31, 2022, the Company issued 2,875,000 of its 7.00 % tangible equity units (the "Units") at a public offering price of $ 50.00 per Unit for an aggregate offering of $ 143.8 million.

1 unchanged sentence

Unless settled early in accordance with the terms of the instruments, under each purchase contract, the Company is obligated to deliver to the holder on November 15, 2025 a minimum of 12.9341 , and a maximum of 15.1976 , shares of the Company's common stock depending on the daily volume-weighted average price of its common stock for the 20 trading days preceding the settlement date.

During the three months ended March 31, 2024, 275,000 of the Units were separated at the election of the holders into the two components, prepaid stock purchase contracts and senior amortizing notes, and the Company delivered 3,556,877 shares of the Company’s common stock upon settlement of such prepaid stock purchase contracts.

As of March 31, 2024, 2,600,000 prepaid stock purchase contracts remain outstanding, and the maximum number of shares issuable upon settlement of the Units' prepaid stock purchase contracts is 39.5 million.

During the three and six months ended June 30, 2024, 243,662 and 518,662 , respectively, of the Units were separated at the election of the holders into the two components, prepaid stock purchase contracts and senior amortizing notes, and the Company delivered 3,151,548 and 6,708,425 shares of the Company’s common stock upon settlement of such prepaid stock purchase contracts for the three and six months ended June 30, 2024, respectively.

As of June 30, 2024, 2,356,338 prepaid stock purchase contracts remain outstanding, and the maximum number of shares issuable upon settlement of the Units' prepaid stock purchase contracts is 35.8 million.

Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, after giving effect to the minimum number of shares issuable upon settlement of the prepaid stock purchase contract component of the Units.

The following table summarizes the computation of basic weighted average shares presented in the condensed consolidated statements of operations.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

6 unchanged sentences

The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in both periods as a result of the net loss.

As of March 31,

As of June 30,

(in millions) 2024 2023

4 unchanged sentences

Total 64.7 67.6

The difference between the Company's effective tax rate for the three months ended March 31, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units and restricted stock awards for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.

The Company recorded an aggregate deferred federal, state, and local tax benefit of $ 7.6 million for the three months ended March 31, 2024, which was partially offset by an increase to the valuation allowance of $ 7.2 million.

The Company recorded an aggregate deferred federal, state, and local tax benefit of $ 9.4 million for the three months ended March 31, 2023, which was offset by an increase to the valuation allowance of $ 9.7 million.

The difference between the Company's effective tax rate for the three months ended June 30, 2024 and 2023 was primarily due to an increase in the valuation allowance recorded on operating losses during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

The difference between the Company's 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.

The Company 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 to the valuation allowance of $ 9.2 million.

The Company 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 to the valuation allowance of $ 16.3 million.

The Company recorded an aggregate deferred federal, state, and local tax benefit of $ 1.4 million for the three months ended June 30, 2023, which was partially offset by an increase to the

valuation allowance of $ 1.3 million.

The Company 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.

The Company evaluates its 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.

The Company's valuation allowance as of March 31, 2024 and December 31, 2023 was $ 481.4 million and $ 474.2 million, respectively.

The increase in the valuation allowance for both the three months ended March 31, 2024 and 2023 is the result of current operating losses during the periods and the anticipated reversal of future tax liabilities offset by future tax deductions.

The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three months ended March 31, 2024 and 2023 which are included in income tax expense or benefit for the period.

As of March 31, 2024, tax returns for years 2019 through 2022 are subject to future examination by tax authorities.

The Company's valuation allowance as of June 30, 2024 and December 31, 2023 was $ 490.5 million and $ 474.2 million, respectively.

The increase in the valuation allowance for both the six months ended June 30, 2024 and 2023 is the result of current operating losses during the periods and the anticipated reversal of future tax liabilities offset by future tax deductions.

The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three and six months ended June 30, 2024 and 2023 which are included in income tax expense or benefit for the period.

As of June 30, 2024, tax returns for years 2019 through 2022 are subject to future examination by tax authorities.

In addition, the net operating losses from prior years are subject to adjustment under examination.

Supplemental Disclosure of Cash Flow Information

Three Months Ended

Six Months Ended

(in thousands) 2024 2023

8 unchanged sentences

Net cash paid $ 95,973 $ 109,825

Acquisition of assets, net of cash acquired:

Prepaid expenses and other assets, net $ — $ 23

Property, plant and equipment and leasehold intangibles, net — 6,872

Investment in unconsolidated ventures — ( 3,395 )

Other liabilities — ( 384 )

Other non-operating loss (income) — ( 2,542 )

Net cash paid $ — $ 574

Proceeds from sale of assets, net:

Prepaid expenses and other assets, net $ ( 362 ) $ ( 1,538 )

Property, plant and equipment and leasehold intangibles, net ( 6,311 ) ( 23,733 )

Refundable fees and deferred revenue — 9,347

Other liabilities 559 10,021

Non-operating loss (gain) on sale of assets, net ( 903 ) ( 860 )

Loss (gain) on sale of communities, net — ( 36,296 )

Net cash received $ ( 7,017 ) $ ( 43,059 )

Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities:

Non-cash lease transactions, net:

Property, plant and equipment and leasehold intangibles, net $ 38 $ ( 51,584 )

Operating lease right-of-use assets 3,420 178,409

Financing lease obligations ( 38 ) 88,886

Operating lease obligations ( 3,420 ) ( 215,711 )

Restricted cash consists principally of escrow deposits for interest rate caps, real estate taxes, property insurance, capital expenditures, and debt service reserves required by certain lenders under mortgage debt agreements, deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs, and regulatory reserves for certain CCRCs.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

(in thousands) March 31, 2024 December 31, 2023

(in thousands) June 30, 2024 December 31, 2023

Reconciliation of cash, cash equivalents, and restricted cash:

Cash and cash equivalents $ 290,018 $ 277,971

Restricted cash 45,673 41,341

Long-term restricted cash 31,444 30,356

Restricted cash - current 43,959 41,341

Restricted cash - non-current 28,527 30,356

Total cash, cash equivalents, and restricted cash $ 362,504 $ 349,668

11 unchanged sentences

The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for the Company's residents.

Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities.

The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities.

The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

17 unchanged sentences

Asset impairment — 520 1,708 520

Loss (gain) on sale of communities, net — ( 36,296 ) — ( 36,296 )

Income (loss) from operations $ 19,162 $ 41,165 $ 38,408 $ 48,987

(in thousands) March 31, 2024 December 31, 2023

(in thousands) June 30, 2024 December 31, 2023

Total assets:

7 unchanged sentences

(2) Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities.

(3) The Company's total carrying amount of goodwill is included on the Independent Living segment and was $ 27.3 million as of both March 31, 2024 and December 31, 2023.

(3) The Company's total carrying amount of goodwill is included within the Independent Living segment and was $ 27.3 million as of both June 30, 2024 and December 31, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements