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Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
−Removed: There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Warning Concerning Forward-Looking Statements
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• The duration and severity of the COVID-19 pandemic and its impact on us and our managers' and other operators' and tenants' businesses,
−Removed: • The ability of our senior living community managers to minimize negative economic impacts, including the current inflationary conditions and supply chain challenges, on our senior living communities and to manage them profitably and increase our returns,
+Added: • The ability of our senior living community managers to minimize negative economic impacts, including the current inflationary conditions, supply chain challenges and possible recession, on our senior living communities and to manage them profitably and increase our returns,
• Our belief that we are well positioned to weather the present disruptions facing the real estate industry and, in particular, the real estate healthcare industry, including the senior living industry,
• Our belief that the healthcare sector and many of our tenants and managers and other operators provide essential services across the United States and the implication that our and our tenants' and managers' and other operators' businesses will remain open to provide such essential services,
−Removed: • Our expectations regarding the quality and future performance of the new third party managers of the senior living communities we transitioned from Five Star during 2021,
• Whether the aging U.S.
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• Our ability to compete for tenancies and acquisitions effectively,
−Removed: • Our expectation that our redevelopment projects will be completed on budget and by the estimated completion dates,
+Added: • Our expectation regarding our plans to pursue and complete redevelopment projects at our properties, the cost and timing to complete those projects and the benefits we may realize from those projects,
+Added: • Our capital expenditures and capital investing plans and our expectations of the benefits we will realize as a result,
• Our acquisitions and sales of properties,
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• Our ability to complete dispositions,
+Added: • Our ability to maintain sufficient liquidity and satisfy financial covenants under our debt agreements,
• The future availability of borrowings under our revolving credit facility,
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• The impacts of the COVID-19 pandemic on us and our managers and other operators and tenants,
−Removed: • The impacts of economic conditions and the capital markets on us and our managers and other operators and tenants,
+Added: • The impacts of economic conditions, including increasing interest rates, inflation and a possible recession, and the capital markets on us and our managers and other operators and tenants,
• Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
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• Although we have obtained a waiver from compliance with the fixed charge coverage ratio covenant included in our credit agreement through December 2022, if our operating results and financial condition are further adversely impacted by current economic conditions or otherwise, we may fail to comply with the terms of the waiver and other requirements under our credit agreement, and we may also fail to satisfy certain financial requirements under the agreements governing our public debt.
−Removed: For example, our ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under our credit agreement and our public debt covenants as of March 31, 2022, and we cannot be certain how long this ratio will remain below 1.5x.
+Added: For example, our ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under our credit agreement and our public debt covenants as of June 30, 2022, and we cannot be certain how long this ratio will remain below 1.5x.
We are unable to incur additional debt until this ratio is at or above 1.5x on a pro forma basis, but we are not required to repay outstanding debt as a result of failure to comply with this financial requirement.
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• The premiums used to determine the interest rate payable on our revolving credit facility and the facility fee payable on our revolving credit facility are based on our credit ratings, which are subject to change,
−Removed: • For the three months ended March 31, 2022, substantially all of our NOI was generated from properties where a majority of the revenues are derived from our tenants' and residents' private resources.
+Added: • For the three months ended June 30, 2022, substantially all of our NOI was generated from properties where a majority of the revenues are derived from our tenants' and residents' private resources.
This may imply that we will maintain or increase the percentage of our NOI generated from private resources at our senior living communities.
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If the government fails to pay us or our managers or other operators amounts due to us or them because of government defaults, shutdowns, budgetary constraints or otherwise, we and they may be significantly negatively impacted,
−Removed: • Circumstances that adversely affect the ability of seniors or their families to pay for our managers' or other operators' services, such as economic downturns, weak housing market conditions, higher levels of unemployment among our residents' family members, lower levels of consumer confidence, inflation, stock market volatility and/or changes in demographics generally could affect the profitability of our senior living communities,
+Added: • Circumstances that adversely affect the ability of seniors or their families to pay for our managers' or other operators' services, such as economic downturns or a possible recession, weak housing market conditions, higher levels of unemployment among our residents' family members, lower levels of consumer confidence, inflation, increasing
+Added: interest rates, stock market volatility and/or changes in demographics generally could affect the profitability of our senior living communities,
• It is difficult to accurately estimate tenant space preparation costs.
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Accordingly, we cannot be sure that these agreements will remain in effect for continuing 20 year terms.
−Removed: Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as the COVID-19 pandemic and its aftermath, new legislation or regulations affecting our business or the businesses of our managers or other operators or tenants, changes in our managers' or other operators' or tenants' revenues or costs, worsening or lack of improvement of the financial condition or changes in our managers' or other operators' or tenants' financial conditions, deficiencies in operations by a manager or other operator of one or more of our senior living communities, acts of terrorism, war or other hostilities, pandemics, natural disasters, climate change and climate related events or changes in capital markets or the economy generally.
+Added: Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as economic conditions, including increasing interest rates, high inflation and a possible recession, other changes in capital markets or the economy generally, the COVID-19 pandemic and its aftermath, new legislation or regulations affecting our business or the businesses of our managers or other operators or tenants, changes in our managers' or other operators' or tenants' revenues or costs, worsening or lack of improvement of the financial condition or changes in our managers' or other operators' or tenants' financial conditions, deficiencies in operations by a manager or other operator of one or more of our senior living communities, acts of terrorism, war or other hostilities, pandemics, natural disasters or climate change and climate related events.
The information contained elsewhere in this Quarterly Report on Form 10-Q or in our other filings with the SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements.
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Other Information
−Removed: Risk Factors.
−Removed: There have been no material changes to risk factors from those we previously disclosed in our Annual Report.
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.