What changed in this filing

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Item 4. Controls and Procedures

2024-05-06 compared with 2023-11-01 · 21 added, 25 removed, 46 unchanged (50% of the section changed)

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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.

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2024 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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These forward-looking statements include, among others, statements about:

our ability to continue as a going concern;

our actions to address our near term capital needs and possible financing options;

our access to financing;

our compliance with financial covenants;

our access to permitted capital;

our efforts to manage costs and increase occupancy at our SHOP communities;

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our future leasing activity;

market demand for healthcare services for older adults and senior living communities;

our leverage levels;

market demand and supply for healthcare services for older adults and senior living communities;

expected costs related to the transition of certain senior living communities;

our leverage;

the sufficiency of our liquidity;

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our capital expenditure plans and commitments;

the transition of operations at certain of our senior living communities to new managers;

our acquisitions and our pending or potential property dispositions;

our redevelopment and construction activities and plans;

our redevelopment, repositioning and construction activities and plans;

and the amount and timing of future distributions.

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Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

• Our ability to successfully take actions to address the current substantial doubt as to our ability to continue as a going concern,

• The impact of increasing or sustained high interest rates, limited labor availability, wage and commodity price inflation, increased insurance costs, disruption and volatility in the public equity and debt markets, conditions in the real estate industry generally and in the sectors we operate, global geopolitical hostilities and tensions and economic downturns or recession on us and our managers and other operators and tenants,

• The impact of unfavorable market and commercial real estate industry conditions due to possible reduced demand for healthcare related space and senior living communities, high interest rates, wage and commodity price inflation, limited labor availability, increased insurance costs, supply chain disruptions, volatility in the public equity and debt markets, pandemics, geopolitical instability and tensions, economic downturns or a possible recession or changes in real estate utilization, among other things, on us and our managers and other operators and tenants,

• Our senior living operators' abilities to successfully and profitably operate the communities they manage for us,

• The continuing impact of changed market practices that arose or intensified during the COVID-19 pandemic on us and our managers and other operators and tenants, such as reduced demand for leased office space and residencies at senior living communities, increased operating costs and labor availability constraints,

• Our ability to comply with the financial covenants under our debt agreements,

• The continuing impact of changing market practices, including those that arose or intensified during the COVID-19 pandemic, or delayed returns to prior market practices on us and our managers and other operators and tenants, such as reduced demand for leased medical office, life science and other space of ours and residencies at senior living communities, increased operating costs and labor availability constraints,

• The financial strength of our managers and other operators and tenants,

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• Whether our tenants will renew or extend their leases or whether we will obtain replacement tenants on terms as favorable to us as our prior leases,

• The likelihood that our tenants and residents will pay rent or be negatively impacted by cyclical economic conditions,

• Our ability to pay distributions to our shareholders and to maintain or increase the amount of such distributions,

• Our ability to increase or maintain occupancy at our properties on terms desirable to us,

• The likelihood that our tenants and residents will pay rent or be negatively impacted by continuing unfavorable market and commercial real estate industry conditions,

• Our managers' abilities to increase or maintain rates charged to residents of our senior living communities and manage operating costs for those communities,

• Our ability to increase or maintain occupancy at our properties on terms desirable to us,

• Our ability to increase rents when our leases expire or renew,

• Risk and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of inflation, cost overruns, supply chain challenges, labor shortages, construction delays or inability to obtain necessary permits,

• Our ability to manage our capital expenditures and other operating costs effectively and to maintain and enhance our properties and their appeal to tenants and residents,

• Costs we incur and concessions we grant to lease our properties,

• Our ability to sell properties at prices we target,

• Risk and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of prolonged high inflation, cost overruns, supply chain challenges, labor shortages, construction delays or inability to obtain necessary permits or volatility in the commercial real estate markets,

• Our ability to manage our capital expenditures and other operating costs effectively and to maintain and enhance our properties and their appeal to tenants and residents,

• Our ability to effectively raise and balance our use of debt and equity capital,

• Our ability to comply with the financial covenants under our debt agreements,

• Our ability to make required payments on our debt,

• Our ability to extend the maturity date of our credit facility,

• Our ability to maintain sufficient liquidity and otherwise manage leverage,

• Our credit ratings,

• Our ability to sell properties at prices or returns we target,

• Our ability to sell additional equity interests in, or contribute additional properties to, our existing joint ventures, or enter into additional, real estate joint ventures or to attract co-venturers and benefit from our existing joint ventures or any real estate joint ventures we may enter into,

• Our ability to acquire properties that realize our targeted returns,

• Our ability to acquire, develop, redevelop or reposition properties that realize our targeted returns,

• Our ability to pay distributions to our shareholders and to maintain or increase the amount of such distributions,

• The ability of RMR to successfully manage us,

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federal income tax purposes,

• Acts of terrorism, outbreaks or continuation of pandemics, including the COVID-19 pandemic, or other public health safety events or conditions, war or other hostilities, material or prolonged disruption to supply chains, climate change or other manmade or natural disasters beyond our control,

• Our ability to comply with Nasdaq listing standards and maintain the listing of our common shares on Nasdaq, and

• Acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other manmade or natural disasters beyond our control, and

• Other matters.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings.

The information contained in our filings with the SEC, including under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and other periodic reports, or incorporated herein or therein, identifies important factors that could cause differences from our forward-looking statements in this Quarterly Report on Form 10-Q.

Our filings with the SEC are available on the SEC's website at www.sec.gov.

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.

Our other filings with the SEC are available on the SEC's website at www.sec.gov.

You should not place undue reliance upon our forward-looking statements.

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Other Information

Risk Factors.

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.

What changed 10-Q

Item 4. Controls and Procedures