Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-13445 | ||
Entity Registrant Name | Sonida Senior Living, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 75-2678809 | ||
Entity Address, Address Line One | 16301 Quorum Drive | ||
Entity Address, Address Line Two | Suite 160A | ||
Entity Address, City or Town | Addison | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75001 | ||
City Area Code | 972 | ||
Local Phone Number | 770-5600 | ||
Title of 12(b) Security | Common Stock, $.01 par value per share | ||
Trading Symbol | SNDA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 51.9 | ||
Entity Common Stock, Shares Outstanding (in shares) | 6,923,349 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement pertaining to its 2023 Annual Meeting of Stockholders and filed or to be filed not later than 120 days after the end of the fiscal year pursuant to Regulation 14A are incorporated herein by reference into Part III of this report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001043000 |
Audit Information
Audit Information | 12 Months Ended | 24 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 49 | 42 |
Auditor Name | RSM US LLP | Ernst & Young LLP |
Auditor Location | Dallas, Texas | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,913 | $ 78,691 |
Restricted cash | 13,829 | 14,185 |
Accounts receivable, net | 6,114 | 3,983 |
Federal and state income taxes receivable | 2 | 0 |
Prepaid expenses and other | 4,097 | 9,328 |
Derivative assets, current | 2,611 | 0 |
Total current assets | 43,566 | 106,187 |
Property and equipment, net | 615,754 | 621,199 |
Derivative assets, non-current | 111 | 0 |
Other assets, net | 1,837 | 1,166 |
Total assets | 661,268 | 728,552 |
Current liabilities: | ||
Accounts payable | 7,272 | 9,168 |
Accrued expenses | 36,944 | 37,026 |
Current portion of notes payable, net of deferred loan costs | 46,029 | 69,769 |
Current portion of deferred income | 3,419 | 3,162 |
Federal and state income taxes payable | 0 | 599 |
Other current liabilities | 653 | 758 |
Total current liabilities | 94,317 | 120,482 |
Other long-term liabilities | 113 | 288 |
Notes payable, net of deferred loan costs and current portion | 625,002 | 613,342 |
Total liabilities | 719,432 | 734,112 |
Commitments and contingencies | ||
Redeemable preferred stock: | ||
Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of December 31, 2022 and 2021 | 43,550 | 41,250 |
Shareholders’ deficit: | ||
Preferred stock, value | 0 | 0 |
Common stock, value | 67 | 66 |
Additional paid-in capital | 295,277 | 295,781 |
Retained deficit | (397,058) | (342,657) |
Total shareholders’ deficit | (101,714) | (46,810) |
Total liabilities, redeemable preferred stock and shareholders’ deficit | $ 661,268 | $ 728,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized (in shares) | 41 | 41 |
Convertible preferred stock, shares issued (in shares) | 41 | 41 |
Convertible preferred stock, shares outstanding (in shares) | 41 | 41 |
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000 | 15,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 15,000 | 15,000 |
Common stock, shares issued (in shares) | 6,670 | 6,634 |
Common stock, shares outstanding (in shares) | 6,670 | 6,634 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 238,433 | $ 234,718 |
Expenses: | ||
Operating expense | 171,635 | 157,269 |
General and administrative expense | 30,286 | 32,328 |
Depreciation and amortization expense | 38,448 | 37,870 |
Long-lived asset impairment | 1,588 | 6,502 |
Managed community reimbursement expense | 27,371 | 40,902 |
Total expenses | 269,328 | 274,871 |
Other income (expense): | ||
Interest income | 235 | 6 |
Interest expense | (33,025) | (37,234) |
Gain (loss) on extinguishment of debt, net | (641) | 199,901 |
Loss on settlement of backstop | 0 | (4,600) |
Other income, net | 10,011 | 8,270 |
Income (loss) before provision for income taxes | (54,315) | 126,190 |
Provision for income taxes | (86) | (583) |
Net (loss) income | (54,401) | 125,607 |
Dividends on Series A convertible preferred stock | (2,269) | (718) |
Accrued dividends on Series A convertible preferred stock | (2,300) | 0 |
Remeasurement of Series A convertible preferred stock | 0 | 13,474 |
Net income (loss) attributable to common stock | $ (58,970) | $ 111,415 |
Per share data: | ||
Basic net income (loss) per share (in USD per share) | $ (9.27) | $ 38.24 |
Diluted net income (loss) per share (in USD per share) | $ (9.27) | $ 37.92 |
Weighted average shares outstanding — basic (in shares) | 6,359 | 2,750 |
Weighted average shares outstanding — diluted (in shares) | 6,359 | 2,773 |
Comprehensive income (loss) | $ (54,401) | $ 125,607 |
Resident revenue | ||
Revenues: | ||
Total revenues | 208,703 | 190,213 |
Management fees | ||
Revenues: | ||
Total revenues | 2,359 | 3,603 |
Managed community reimbursement revenue | ||
Revenues: | ||
Total revenues | $ 27,371 | $ 40,902 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit | |
Beginning balance (in shares) at Dec. 31, 2020 | 2,084 | ||||
Beginning balance at Dec. 31, 2020 | $ (279,265) | $ 21 | $ 188,978 | $ (468,264) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock awards (cancellations), net (in shares) | 298 | ||||
Restricted stock awards (cancellations), net | 0 | $ 2 | (2) | ||
Issuance of common stock, net (in shares) | [1] | 4,252 | |||
Issuance of common stock, net | [1] | 105,435 | $ 43 | 105,392 | |
Issuance of warrants, net | 12,798 | 12,798 | |||
Issuance of Series A convertible preferred stock dividends | (718) | (718) | |||
Non-cash stock-based compensation | 2,807 | 2,807 | |||
Non-cash stock-based compensation | (13,474) | (13,474) | |||
Net (loss) income | 125,607 | 125,607 | |||
Ending balance (in shares) at Dec. 31, 2021 | 6,634 | ||||
Ending balance at Dec. 31, 2021 | (46,810) | $ 66 | 295,781 | (342,657) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock awards (cancellations), net (in shares) | 39 | ||||
Restricted stock awards (cancellations), net | 0 | $ 1 | (1) | ||
Undeclared dividends on Series A convertible preferred stock | (2,300) | (2,300) | |||
Issuance of Series A convertible preferred stock dividends | (2,269) | (2,269) | |||
Non-cash stock-based compensation | 4,327 | 4,327 | |||
Non-cash stock-based compensation | 0 | ||||
Shares withheld for taxes (in shares) | (3) | ||||
Shares withheld for taxes | (261) | (261) | |||
Net (loss) income | (54,401) | (54,401) | |||
Ending balance (in shares) at Dec. 31, 2022 | 6,670 | ||||
Ending balance at Dec. 31, 2022 | $ (101,714) | $ 67 | $ 295,277 | $ (397,058) | |
[1]Issuance of common stock, net includes rights offering, backstop shares and private placement common stock, net of transaction costs and other discounts. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | ||
Net (loss) income | $ (54,401) | $ 125,607 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 38,448 | 37,870 |
Amortization of deferred loan costs | 1,281 | 1,519 |
Unrealized gain on derivative instruments, net | (19) | 0 |
Write-off of other assets | 535 | 0 |
Loss on disposition of assets, net | 43 | 436 |
Long-lived asset impairment | 1,588 | 6,502 |
Casualty losses | 1,100 | 0 |
Loss (gain) on extinguishment of debt | 641 | (199,901) |
Provision for bad debt | 1,159 | 1,251 |
Non-cash stock-based compensation expense | 4,327 | 2,807 |
Other non-cash | 498 | (4,478) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,354) | 585 |
Prepaid expenses and other | 8,303 | (2,420) |
Other assets, net | (141) | 45 |
Accounts payable and accrued expenses | (2,245) | (3,122) |
Federal and state income taxes receivable/payable | (601) | 426 |
Deferred income | 257 | (822) |
Customer deposits | (1) | (342) |
Other liabilities | 0 | (3,714) |
Net cash used in operating activities | (2,578) | (28,795) |
Investing Activities | ||
Acquisition of new communities | (12,342) | 0 |
Capital expenditures | 24,562 | 10,443 |
Net cash used in investing activities | (36,904) | (10,443) |
Financing Activities | ||
Proceeds from notes payable | 88,125 | 23,081 |
Repayments of notes payable | (102,351) | (64,971) |
Proceeds from issuance of Series A convertible preferred stock | 0 | 41,250 |
Proceeds from issuance of common stock | 0 | 113,538 |
Payment of transaction costs for the A&R Investment Agreement | 0 | (13,380) |
Other financing activities | (114) | (103) |
Deferred loan costs paid | (2,361) | 0 |
Shares withheld for taxes | 261 | 0 |
Series A convertible preferred stock dividends | (2,987) | 0 |
Purchase of derivative assets | (2,703) | 0 |
Net cash (used in) provided by financing activities | (22,652) | 99,415 |
(Decrease) increase in cash and cash equivalents | (62,134) | 60,177 |
Cash and cash equivalents and restricted cash at beginning of year | 92,876 | 32,699 |
Cash and cash equivalents and restricted cash at end of year | 30,742 | 92,876 |
Cash paid during the year for: | ||
Interest | 29,626 | 31,126 |
Income taxes | 725 | 329 |
Non-cash investing and financing activities: | ||
Non-cash additions of property, plant and equipment | 1,559 | 55 |
Property and equipment acquired with finance lease liabilities | 0 | 148 |
Accrued dividends on Series A convertible preferred stock | $ 2,300 | $ 718 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Sonida Senior Living, Inc., (formerly known as Capital Senior Living Corporation), a Delaware corporation (together with its subsidiaries, the “Company”), is one of the leading owner-operators of senior housing communities in the United States in terms of resident capacity. The Company owns, op erates, develops, and manages senior housing communities throughout the United States. As of December 31, 2022, the Company operated 72 senior housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 senior housi ng communities that the Company owned and 10 communities that the Company managed on behalf of third parties. As of December 31, 2022, the Company had two properties that the Company no longer operates that were in the process of transitioning legal ownership back to the Federal National Mortgage Association ("Fannie Mae"). The transfer of ownership was completed in January 2023. See "Note 16–Subsequent Events." The accompanying consolidated financial statements include the financial statements of Sonida Senior Living, Inc. and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Going Concern Uncertainty and Related Strategic Cash Preservation Initiatives | Going Concern Uncertainty and Related Strategic Cash Preservation Initiatives Accounting Standards Codification (“ASC”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within 12 months after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In complying with the requirements under ASC 205-40 to complete an evaluation without considering mitigating factors, the Company considered several conditions or events including: (1) the continued impact of the COVID-19 pandemic, the current inflationary environment and the impact of elevated interest rates on the Company’s operations and financial results; (2) $15.7 million of principal payments and $30.1 million of scheduled interest payments due in the next 12 months (excluding $32.0 million of Fannie Mae debt - see "Note 8 – Notes Payable"); (3) recurring operating losses and projected operating losses for fiscal periods through March 31, 2024; (4) the Company’s working capital deficit; and (5) events of non-compliance with certain of our mortgage agreements, as noted in "Note 16–Subsequent Events". The above conditions raise substantial doubt about the Company’s ability to continue as a going concern for the 12-month period following the date the fiscal year 2022 f inancial statements are issued. As discussed below, the Company has implemented plans which encompass short-term cash preservation initiatives to provide the Company with adequate liquidity to meet its obligations for at least the 12-month period following the date its fiscal year 2022 financial statements are issued, in addition to creating sustained cash flow generation thereafter. The Company’s primary sources of near- and medium-term liquidity are expected to be (1) net cash generated from operations; (2) COVID-19 or related relief grants from various state agencies; and (3) debt modifications, refinancings and extensions to the extent available on acceptable terms. Strategic and Cash Preservation Initiatives The Company has either taken, or intends to take, the following actions, among others, to improve its liquidity position and to address uncertainty about its ability to continue as a going concern: • Upon its management team transition in September 2022, the Company promptly implemented new strategic and operational plans to accelerate margin recovery, including the following: ◦ Design and execution of a comprehensive resident rate review program to align revenues with the significant increase in the operating cost environment. ◦ Implementation of a global purchasing organization function to leverage scaled purchasing to lower unit operating costs. ◦ Use of several internally developed and external programs to provide alternative mitigants to a challenging labor environment. • We have adopted a comprehensive cash optimization strategy aimed at improving working capital management. • The company is engaged in active discussions with certain of its lenders in regards to potential modifications of certain mortgage debt on more favorable terms, which does not preclude a potential ownership transfer on select communities based on various financial metrics. • Through recently integrated systems and revised process workflows, the Company has implemented additional proactive spending reductions, including reduced discretionary spending and more stringent, return-based capital spending. • The Company received approximately $2.0 million in various state grants during January and February of 2023. See "Note 16 – Subsequent Events". • Under the terms of the A&R Investment Agreement, the Company may request additional investments from the Conversant Investors in shares of Series A Preferred Stock (up to an aggregate amount equal to $25.0 million) that can be used for future investment in accretive capital expenditures and acquisitions, subject to certain conditions. While the Company’s plans are designed to provide it with adequate liquidity to meet its obligations for at least the 12-month period following the date its financial statements are issued; the remediation plan is dependent on conditions and matters that may be outside of the Company’s control, and no assurances can be given that certain options will be available on terms acceptable to the Company, or at all. Accordingly, management could not conclude that it was probable that the plans will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern . In addition, it is probable that the Company will not be able to comply with some of the financial covenants and other restrictions contained in our debt instruments, which would in turn trigger an event of default under our loan agreements. An event of default, subject to cure provisions in certain instances, would give the respective lenders the right to accelerate the related debt and to declare all amounts outstanding to be immediately due and payable, or foreclose on collateral securing the outstanding indebtedness. We cannot assure that we could pay these debt obligations if they became due prior to their stated dates. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date the financial statements are issued. As such, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related footnotes. Management bases its estimates and assumptions on historical experience, observance of industry trends and various other sources of information and factors, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The Company has deposits in banks that exceed Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for property insurance, real estate taxes, capital expenditures, and debt service required by certain loan agreements. In addition, restricted cash includes deposits required by certain counterparties as collateral pursuant to letters of credit which must remain so long as the letters of credit are outstanding, which are subject to renewal annually. In March 2022, the Company completed the refinancing of certain existing mortgage debt with Ally Bank. Ally Bank required a debt service reserve of $1.5 million as part of this transaction, which is included in the restricted cash balances as of December 31, 2022. See "Note 8–Notes Payable." In August 2021, the Company executed a one year extension of the Company's loan agreement with PNC Bank, National Association (successor to BBVA) ("PNC Bank"), which extended the maturity date to December 10, 2022. PNC Bank required a debt service reserve of $0.9 million as part of this extension, which was included in the restricted cash balances as of December 31, 2021. In March 2022 the Company refinanced this loan with a different lender as further described in Note 8– Notes Payable. The following table sets forth our cash and cash equivalents and restricted cash (in thousands): Years Ended December 31, 2022 2021 Cash and cash equivalents $ 16,913 $ 78,691 Restricted cash: Property tax and insurance reserves 6,184 6,666 Lender reserve 1,500 900 Capital expenditures reserves 2,034 2,637 Deposits pursuant to outstanding letters of credit 4,111 3,982 Total restricted cash 13,829 14,185 Total cash, cash equivalents, and restricted cash $ 30,742 $ 92,876 Long-Lived Assets and Impairment Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviewed the carrying value of its property and equipment to determine if facts and circumstances suggested that they may be impaired or that the depreciation period may need to be changed. The Company considers internal factors, such as net operating losses, along with external factors relating to each asset, including contract changes, local market developments, and other publicly available information to determine whether impairment indicators exist. If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company estimates fair value of the asset group and records an impairment loss when the carrying amount exceeds fair value. In evaluating our long-lived assets for impairment, we undergo continuous evaluations of property level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses. Upon the acquisition of new communities accounted for as an acquisition of an asset, we recognize the assets acquired and the liabilities assumed as of the acquisition date, measured at their relative fair values once we have determined the fair value of each of these assets and liabilities. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed consist of land, inclusive of associated rights, buildings, assumed debt, and identified intangible assets and liabilities. The Company recognized a non-cash impairment charges of $1.6 million to its "Property and equipment, net" during the year ended December 31, 2022, which related to one owned community. The Company recognized non-cash impairment charges of $6.5 million to its "Property and equipment, net" during the year ended December 31, 2021, which related to one owned community. See "Note 4–Impairment of Long-Lived Assets". Fair Value Measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs – Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Inputs – Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The Company's other financial instruments consist primarily of cash and cash equivalents, receivables, accounts payable, accrued expenses, derivative financial instruments, and long-term debt. The carrying value of the Company’s receivables, trade payables, and accrued expenses approximates fair value due to their highly liquid nature, short-term maturity, or competitive rates assigned to these financial instruments. See "Note 13 – Fair Value". The Company adjusts the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. Derivatives and Hedging The Company uses derivatives as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in interest rates. We may also be required to enter into interest rate derivative instruments in compliance with debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes. See "Note 14–Derivatives and Hedging". Derivative instruments may be designated for hedge accounting under ASC 815-20, Derivatives - Hedging . Instruments that meet hedge criteria are formally designated as hedges at the inception of the instrument. For those instruments designated as hedges, the changes in fair value are recognized in other comprehensive income (“OCI”), and any ineffectiveness is recognized immediately in earnings. As of December 31, 2022, the Company did not have any derivative instruments designated as hedges under ASC 815-20, Derivatives - Hedging . The Company’s derivative assets and liabilities are measured at fair value. Fair value related to the cash flows occurring within one year are classified as current and the fair value related to the cash flows occurring beyond one year are classified as non-current in the consolidated balance sheets. Stock-based Plans The Company applies the provisions of ASC 718, Compensation - Stock Compensation , in its accounting and reporting for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under the Company's option plans have grant prices equal to the market price of the Company's stock on the dates of grant. Compensation cost for restricted stock and restricted stock units is determined based on the fair market value of the Company's stock at the date of grant. Stock-based compensation expense is generally recognized over the required service period, or over a shorter period when employee retirement eligibility is a factor. The Company recognizes forfeitures as they occur. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was approximately $1.6 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. Income Taxes Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable. Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expected those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies and future expectations of income. The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that its position is “more likely than not” (i.e., a greater than 50 percent likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense. Revenue Recognition Resident revenue consists of fees for basic housing and certain support services and fees associated with additional housing and expanded support requirements such as assisted living care, memory care, and ancillary services. Basic housing and certain support services revenue is recorded when services are rendered, and amounts billed are due from residents in the period in which the rental and other services are provided. Residency agreements are generally short term in nature with durations of one year or less and are typically terminable by either party, under certain circumstances, upon providing 30 days’ notice, unless state law provides otherwise, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking which are generally billed monthly in arrears. Other operating revenue consists of Provider Relief funds received from various states due to the financial distress impacts of COVID-19. The Company's senior housing communities have residency agreements that generally require the resident to pay a community fee and other amounts prior to moving into the community which are initially recorded by the Company as deferred revenue. The Company had contract liabilities for deferred fees paid by our residents prior to the month housing and support services were to be provided totaling approximately $3.4 million and $3.2 million, respectively, which are included as a component of deferred income within current liabilities of the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021. Revenues from the Medicaid program accounted for approximately 10.0% of the Company’s revenue in fiscal year 2022, and 9.6% of the Company’s revenue in fiscal year 2021. During fiscal years 2022 and 2021, 28 and 42, respectively, of the Company’s communities were providers of services under the Medicaid program. Accordingly, these communities were entitled to reimbursement under the Medicaid program at established rates that were lower than private pay rates. Resident revenues for Medicaid residents were recorded at the reimbursement rates as the rates were set prospectively by the applicable state upon the filing of an annual cost report. None of the Company’s communities were providers of services under the Medicare program during fiscal years 2022 or 2021. Laws and regulations governing the Medicaid program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on its Consolidated Financial Statements. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicaid program. The Company has management agreements whereby it manages certain communities on behalf of third-party owners under contracts that provide for periodic management fee payments to the Company. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. The Company’s estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Such revenue is included in “managed community reimbursement revenue” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The related costs are included in “managed community reimbursement expense” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Revenue for the years ended December 31, 2022 and 2021 is comprised of the following components (in thousands): Years Ended December 31, 2022 2021 Housing and support services $ 204,349 $ 187,404 Community fees 1,898 1,646 Ancillary services 1,243 1,163 Other operating revenue (1) 1,213 — Resident revenue 208,703 190,213 Management fees 2,359 3,603 Managed community reimbursement revenue 27,371 40,902 Total revenues $ 238,433 $ 234,718 ________ (1) Other operating revenue consists of Provider Relief Funds received from state departments due to financial distress impacts of COVID-19. The Company intends to pursue additional funding that may become available in the future, but there is no guarantee of qualifying for, or receiving, any additional relief funds in the future. In April 2022 and January 2021, the Company accepted $9.1 million and $8.7 million of cash, respectively, through grants from the Public Health and Social Services Emergency Fund’s (the “Provider Relief Fund”) Phases 4 and 3 General Distribution, respectively, which was expanded by the CARES Act to provide grants or other funding mechanisms to eligible healthcare providers for healthcare-related or lost revenues attributable to COVID-19. Both the Phase 4 and Phase 3 Provider Relief Funds were recorded as other income in the years ended December 31, 2022 and 2021, respectively. The CARES Act Provider Relief Funds are grants that do not have to be repaid provided we satisfy the terms and conditions of the CARES Act. The Company recognizes income for government grants on a systematic and rational basis over the periods in which the Company recognizes the related expenses or loss of revenue for which the grants are intended to compensate when there is reasonable assurance that the Company will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received. Credit Risk and Allowance for Doubtful Accounts The Company’s resident receivables are generally due within 30 days from the date billed. Accounts receivable are reported net of an allowance for doubtful accounts of $5.9 million and $4.7 million as of December 31, 2022 and 2021, respectively, and represent the Company’s estimate of the amount that ultimately will be collected. The adequacy of the Company’s allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts. Adjustments are made to the allowance, as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for doubtful accounts adequately provides for expected losses. Concentration of Credit Risk and Business Risk Substantially all of our revenues are derived from senior living communities we own and senior living communities that we manage. Senior living operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the effects of the COVID-19 pandemic, which has adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations. We have a concentration of owned properties operating in Texas (16), Indiana (12), Ohio (11) and Wisconsin (8), which we estimate represented approximately 24%, 18%, 20%, and 10%, respectively, of our resident revenues for the year ended December 31, 2022. Lease Accounting Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Operating lease right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term on the lease commencement date. When the implicit lease rate is not determinable, management uses the Company’s incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future minimum lease payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease terms. Financing lease right-of-use assets are recognized within property and equipment and leasehold improvements, net on the Company’s Consolidated Balance Sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term. Modifications to existing lease agreements, including changes to the lease term or payment amounts, are reviewed to determine whether they result in a separate contract. For modifications that do not result in a separate contract, management reviews the lease classification and re-measures the related right-of-use assets and liabilities at the effective date of the modification. Certain of the Company’s lease arrangements have lease and non-lease components. The Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases with an expected lease term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. As of December 31, 2022 and 2021, the Company had operating leases for equipment, as well as finance leases for certain vehicles, and no leased senior housing communities. As of December 31, 2022 and 2021, the balances of operating lease assets and liabilities, finance lease assets and liabilities, as well as lease expenses and cash flows associated with those leases, were insignificant to consolidated financial statements of the Company taken as a whole. Self-Insurance Liability Accruals The Company offers full-time employees an option to participate in its health and dental plans. The Company is self-insured up to certain limits and is insured if claims in excess of these limits are incurred. The cost of employee health and dental benefits, net of employee contributions, is shared between the corporate office and the senior housing communities based on the respective number of plan participants. Funds collected are used to pay the actual program costs, including estimated annual claims, third-party administrative fees, network provider fees, communication costs, and other related administrative costs incurred by the plans. Claims are paid as they are submitted to the Company’s third-party administrator. The Company records a liability for outstanding claims and claims that have been incurred but not yet reported. This liability is based on the historical claim reporting lag and payment trends of health insurance claims. Additionally, the Company may be liable for an Employee Shared Responsibility Payment (“ESRP”) pursuant to the Patient Protection and Affordable Care Act. The ESRP is applicable to employers that (i) had 50 or more full-time equivalent employees, (ii) did not offer minimum essential coverage (“MEC”) to at least 70% of full-time employees and their dependents, or (iii) did offer MEC to at least 70% of full-time employees and their dependents that did not meet the affordable or minimum value criteria and had one or more full-time employees certified as being allowed the premium tax credit. The Internal Revenue Service ("IRS") determines the amount of the proposed ESRP from information returns completed by employers and from income tax returns completed by such employers' employees. Management believes that the recorded liabilities and reserves established for outstanding losses and expenses are adequate to cover the ultimate cost of losses and expenses incurred as of December 31, 2022. It is possible that actual claims and expenses may differ from established reserves. Any subsequent changes in estimates are recorded in the period in which they are determined. The Company uses a combination of insurance and self-insurance for workers’ compensation. Determining the reserve for workers’ compensation losses and costs that the Company has incurred as of the end of a reporting period involves significant judgments based on projected future events, including among other factors, potential settlements for pending claims, known incidents which may result in claims, estimates of incurred but not yet reported claims, changes in insurance premiums and estimated litigation costs. The Company regularly adjusts these estimates to reflect changes in the foregoing factors. However, since this reserve is based on estimates, it is possible the actual expenses incurred may differ from the amounts reserved. Any subsequent changes in estimates are recorded in the period in which they are determined. Net Income (Loss) Per Common Share The Company uses the two-class method to compute net income per common share because the Company has issued securities (Series A Preferred Stock) that entitle the holder to participate in dividends and earnings of the Company. Under this method, net income is reduced by the amount of any dividends earned during the period. The remaining earnings (undistributed earnings) are allocated based on the weighted-average shares outstanding of common stock and Series A Preferred Stock (on an if-converted basis) to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the Series A Preferred Stock have no obligation to fund losses. Diluted net income (loss) per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, stock based compensation awards and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding Series A Preferred Stock under the "if-converted" method when calculating diluted earnings per share, in which it is assumed that the outstanding Series A Preferred Stock converts into common stock at the beginning of the period or when issued, if later. The Company reports the more dilutive of the approaches (two class or "if-converted") as its diluted net income per share during the period. The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except for per share amounts): Years Ended December 31, 2022 2021 Basic net (loss) income per common share calculation: Net (loss) income $ (54,401) $ 125,607 Less: Dividends on Series A Preferred Stock (2,269) (718) Less: Undeclared dividends on Series A Preferred Stock (2,300) — Less: Remeasurement of Series A Preferred Stock — (13,474) Less: Undistributed earnings to participating securities — (6,266) Net (loss) income attributable to common stockholders $ (58,970) $ 105,149 Weighted average shares outstanding — basic 6,359 2,750 Basic net income (loss) per share $ (9.27) $ 38.24 Diluted net (loss) income per common share calculation: Net (loss) income attributable to common stockholders $ (58,970) $ 105,149 Weighted average shares outstanding — diluted 6,359 2,773 Diluted net income (loss) per share $ (9.27) $ 37.92 The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: Years Ended December 31, (shares in thousands) 2022 2021 Series A Preferred Stock (if converted) 1,088.7 163.8 Restricted stock awards 381.8 26.6 Warrants 1,031.3 163.8 Stock options 9.8 9.8 Total 2,511.6 364.0 Redeemable Preferred Stock The Company's Series A Preferred Stock is convertible outside of our control and in accordance with ASC 480-10-S99-3A and as such is classified as mezzanine equity. The Series A Preferred Stock was initially recorded at fair value upon issuance, net of issuance costs and discounts. The holders of Series A Preferred Stock are entitled to vote with the holders of common stock on all matters submitted to a vote of stockholders of the Company. As such, the Conversant Investors, in combination with their common stock ownership as of December 31, 2022 and 2021, have voting rights in excess of 50% of the Company’s total voting stock. It is deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Investors, and as such the Series A Preferred Stock is required to be remeasured and adjusted to its maximum redemption value at the end of each reporting period. However, to the extent that the maximum redemption value of the Series A Preferred Stock does not exceed the fair value of the shares at the date of issuance, the shares are not adjusted below the fair value at the date of issuance. As of December 31, 2022 and December 31, 2021, the Series A Preferred Stock is carried at the maximum redemption value. The Series A Preferred Stock does not have a maturity date and therefore is considered as perpetual. Dividends on redeemable preferred stock are recorded to retained earnings or additional paid-in capital if retained earnings is an accumulated deficit. Dividends are cumulative, and any declaration of dividends is at the discretion of the Company’s Board of Directors. If the Board does not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend is added to the liquidation preference and compounds quarterly thereafter. Segment Information The Company evaluates the performance and allocates resources of its senior living communities based on current operations and market assessments on a property-by-property basis. The Company does not have a concentration of operations geographically or by product or service as its management functions are integrated at the property level. The Company has determined that its operating units meet the criteria in ASC Topic 280, Segment Reporting , to be aggregated into one reporting segment. As such, the Company operates in one segment. Reclassifications Certain amounts previously reflected in the prior year consolidated balance sheet have been reclassified to conform to our December 31, 2022 presentation. The consolidated balance sheet as of December 31, 2021 reflects reclassifying “operating lease right-of-use assets, net” to “other assets, net”, “property tax and insurance deposits” to “restricted cash”, lender reserves from “other assets, net” to “restricted cash", "current portion of lease liabilities" to "other current liabilities", and "lease liabilities, net of current portion" to "other long-term liabilities". "Customer deposits" were combined into "other current liabilities." The consolidated statements of operations for the year ended December 31, 2021 includes the reclassification of "gain (loss) on disposition of assets" to "other income, net", as well as an immaterial correction to classify “stock-based compensation expense”, which was previously reported as a separate line item, within “general and administrative expense". These reclassifications had no effect on the previously reported total assets, total liabilities, or reported net income. The consolidated statements of cash flows reflect reclassifying changes in property tax and insurance deposits and changes in lender reserves to restricted cash beginning/ending balances, consistent with the balance sheet reclassifications described above. Off-Balance Sheet Arrangements The Company had no material off-balance sheet arrangements as of December 31, 2022 or 2021. Recently Adopted Accounting Pronouncements Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference the London InterBank Offered Rate. The new standard was effective upon issuance and elections can be made through December 31, 2022. The adoption of the optional expedient has not had and is not expected to have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instrum |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2022 | |
Asset Impairment Charges [Abstract] | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviews the carrying value of its property and equipment to determine if facts and circumstances indicate the carrying amount of an asset group may not be recoverable, or that the depreciation period may need to be changed. The Company considers internal factors such as net operating losses along with external factors relating to each asset, including contract changes, local market developments and other publicly available information to determine whether impairment indicators exist. If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If the long-lived asset group’s carrying amount exceeds its estimated undiscounted future cash flows, the fair value of the long-lived asset group is then estimated by management and compared to its carrying amount. An impairment charge is recognized on these long-lived assets when carrying amount exceeds fair value. The Company recognized a non-cash impairment charge of $1.6 million to its "Property and equipment, net" during the year ended December 31, 2022, which related to one owned community. The impairment charge resulted from: a) the management's commitment to a plan to sell the community shortly after the balance sheet date, but before the issuance of this Annual Report on Form 10-K; and b) the agreed-upon selling price being below the community's carrying amount. In complying with the requirements under ASC 360, Property, Plant, and Equipment, management evaluated the significance of the asset in relation to the overall asset group, as well as the facts and circumstances surrounding the sale of this particular asset, and determined that no additional testing of the asset group under the held-and-used impairment approach was necessary at the balance sheet date. The Company recognized non-cash impairment charges of $6.5 million to its property and equipment, net during the year ended December 31, 2021, which related to one owned community. Due to the recurring net operating losses, the Company concluded the assets related to this community had indicators of impairments and the carrying value was not fully recoverable. The fair value of the property and equipment, net of this community was determined using an income capitalization approach considering stabilized facility operating income and market capitalization rates of 8.25%. This impairment charge is primarily due to the COVID-19 pandemic and lower than expected operating performance at the community and reflects the amount by which the carrying amount of these assets exceeded their fair value. During the years ended December 31, 2022 and 2021, for long-lived assets where indicators of impairment were identified, tests of recoverability were performed, and the Company has concluded its property and equipment is recoverable and does not warrant adjustment to the carrying value or remaining useful lives, except for the long-lived asset noted above. |
Significant Transactions
Significant Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Significant Transactions | Significant Transactions Indiana Acquisition On February 1, 2022, the Company completed the acquisition of two senior living communities located in Indiana for a combined purchase price of $12.3 million. The communities consist of a total of 157 independent living units. The acquisition price was funded with cash on hand. The acquired assets did not meet the definition of a business and, as such, the transaction was accounted for as an asset acquisition pursuant to the guidance in subsection 805-50 of Accounting Standards Codification ("ASC") 805, Business Combinations. Refinancing During the year ended December 31, 2022, the Company completed the refinancing of certain of its mortgage debt. See "Note 8–Notes Payable". Investment Agreement On October 1, 2021, the Company entered into an Amended and Restated Investment Agreement (the "A&R Investment Agreement") with Conversant Dallas Parkway (A) LP (“Conversant Fund A”) and Conversant Dallas Parkway (B) LP ("Conversant Fund B" and, together with Conversant Fund A, the “Conversant Investors”), affiliates of Conversant Capital LLC, which amended and restated in its entirety the Investment Agreement that the Company entered into with the Conversant Investors on July 22, 2021 and was subsequently amended (the “Original Investment Agreement”). Pursuant to the A&R Investment Agreement, (i) the Conversant Investors purchased from the Company, and the Company sold to the Conversant Investors, in a private placement (the “Private Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), 41,250 shares of newly designated Series A convertible preferred stock, par value $0.01 per share (the “Series A Preferred Stock”) at a price per share equal to $1,000 and 1,650,000 shares of common stock, par value $0.01 per share, at a price per share equal to $25 ; (ii) the Conversant Investors received 1,031,250 warrants, each evidencing the right to purchase one share of common stock at a price per share of $40 and with an exercise expiration date of five years after the Closing Date; (iii) the Company amended the terms of its previously announced rights offering under the Original Investment Agreement to allow the holders of record of its outstanding shares of common stock at the close of business on September 10, 2021 the right to purchase at $30 per share, 1.1 shares of common stock for each share of common stock held (the “Rights Offering”), in each case as more fully described in the A&R Investment Agreement. In addition, pursuant to the A&R Investment Agreement, the Conversant Investors agreed to partially backstop the Amended Rights Offering up to $50.5 million through the purchase of additional shares of the Company's common stock at $30 per share. In consideration for the backstop commitments of the Conversant Investors, the Company paid to the Conversant Investors, as a premium, 174,675 shares of common stock. On or after the closing date under the A&R Investment Agreement, the Company may from time to time request additional investments from the Conversant Investors in shares of Series A Preferred Stock for future investment in accretive capital expenditures and acquisitions post-closing up to an aggregate amount equal to $25.0 million , subject to certain conditions. Simultaneously with the entry into the Investment Agreement, the Company and the Conversant Investors entered into a $17.3 million secured promissory note (the “Promissory Note”) to provide interim debt financing which was scheduled to mature in July 2022 and was subsequently amended. The Promissory Note was amended by the A&R Investment Agreement to reduce the aggregate indebtedness outstanding by $1.3 million , resulting in an amended secured promissory note in the amount of $16.0 million . The Promissory Note was fully repaid upon closing of the transactions contemplated by the A&R Investment Agreement and the Company recognized a $1.0 million loss on extinguishment of the Promissory Note. See "Note 8–Notes Payable." The transactions contemplated by the A&R Investment Agreement were subject to stockholder approval, which was received on October 22, 2021. The Rights Offering expired on October 27, 2021 with subscription rights to purchase 1,133,941 shares exercised by existing stockholders. The transactions contemplated by the A&R Investment Agreement closed (the “Closing”) on November 3, 2021 and resulted in net proceeds to the Company of $141.4 million after paying customary transaction and closing costs of approximately $13.4 million. The Conversant Investors and Arbiter Partners QP, LP (“Arbiter”) backstopped the Rights Offering, pursuant to which they purchased an additional 1,160,806 shares of common stock and 114,911 shares of common stock, respectively, and received a backstop fee of 174,675 shares of common stock and 17,292 shares of common stock, respectively. At the Closing, the Company, the Conversant Investors and Silk Partners LP (“Silk”) entered into an Investor Rights Agreement, pursuant to which, among other things, the Company's board of directors was reconstituted to consist of four new directors designated by the Conversant Investors, two new directors designated by Silk and three continuing directors. At the Closing, all outstanding performance-based stock based compensation including restricted shares were converted at target award levels to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares. See “Note 10–Stock-Based Compensation.” |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of December 31, 2022 and 2021, property and equipment, net and leasehold improvements, which include assets under finance leases, consists of the following (in thousands): December 31, Asset Lives 2022 2021 Land $ 47,476 $ 46,069 Land improvements 5 to 20 years 20,053 19,146 Buildings and building improvements 10 to 40 years 842,854 814,035 Furniture and equipment 5 to 10 years 53,236 52,602 Automobiles 5 to 7 years 2,704 2,662 Leasehold improvements, and assets under finance leases (1) 1,899 2,276 Construction in progress NA 666 392 Total property and equipment 968,888 937,182 Less accumulated depreciation and amortization (353,134) (315,983) Property and equipment, net $ 615,754 $ 621,199 _____________________________________ (1) Leasehold improvements are amortized over the shorter of the useful life of the asset or the remaining lease term. Assets under finance leases and leasehold improvements include $0.2 million and $0.3 million of finance lease right-of-use assets, net of accumulated amortization, as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, property and equipment, net included $1.6 million and $0.1 million, respectively, of capital expenditures which had been incurred but not yet paid. During the years ended December 31, 2022 and December 31, 2021, the Company recognized non-cash impairment charges to "Property and equipment, net" of $1.6 million and $6.5 million, respectively. See “Note 4–Impairment of Long–Lived assets.” |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2022 2021 Accrued payroll and employee benefits $ 13,795 $ 13,592 Accrued interest (1) 9,374 7,311 Accrued taxes 6,939 7,278 Accrued professional fees 3,179 4,102 Accrued other expenses 3,657 4,743 $ 36,944 $ 37,026 __________ |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following (in thousands): December 31, Weighted average Maturity Date 2022 2021 Fixed rate mortgage notes payable 4.6% 2024 to 2045 $ 503,312 $ 561,006 Fannie Mae mortgage notes payable (1) 4.6% 2023 31,991 31,991 Variable rate mortgage notes (2) 5.9% 2026 to 2029 137,652 88,711 Notes payable - insurance 5.4% 2023 1,724 3,483 Notes payable - other 7.1% 2023 1,619 2,121 Notes payable, excluding deferred loan costs $ 676,298 $ 687,312 Deferred loan costs, net 5,267 4,201 Total notes payable, net $ 671,031 $ 683,111 Less current portion 46,029 69,769 Total long-term notes payable, net $ 625,002 $ 613,342 The aggregate scheduled maturities of notes payable as of December 31, 2022 are as follows (in thousands): 2023 (1) $ 47,669 2024 152,155 2025 114,285 2026 164,044 2027 3,980 Thereafter 194,165 Total notes payable, excluding deferred loan costs $ 676,298 (1) See "Transactions Involving Certain Fannie Mae Loans" disclosure below. On January 11, 2023, Fannie Mae completed the transfer of ownership on the two properties. As a result of the change in legal ownership, the Company will derecognize all of the debt and accrued interest related to the two properties. See "Note 16-Subsequent Events". (2) Capped weighted average rate. See "Note 14-Derivatives and Hedging" for interest rate cap agreements on variable rate mortgage notes payable. As of December 31, 2022, our fixed rate mortgage notes bear interest rates ranging from 3.6% to 6.3%. Our variable rate mortgage notes are based on either one-month LIBOR or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. As of December 31, 2022, one-month LIBOR and one-month SOFR were 4.4% and 4.3%, respectively, and the applicable margins were 2.14% and 3.50%, respectively. As of December 31, 2022, we had property and equipment with a net carrying value of $604.5 million that is secured by outstanding notes payable, and two unencumbered properties with a net book value of $12.9 million which could provide a source of liquidity from new debt. 2022 Mortgage Refinance In March 2022, the Company completed the refinancing of certain existing mortgage debt with Ally Bank (“Refinance Facility”) for ten of its communities. The Refinance Facility includes an initial term loan of $80 million. In addition, $10 million is available as delayed loans that can be borrowed upon achieving and maintaining certain financial covenant requirements and up to an additional uncommitted $40 million may be available in the lender's discretion to fund future growth initiatives. In addition, the Company provided a limited payment guaranty (“Limited Payment Guaranty”) of 33%, that reduces to 25% and then to 10%, of the then outstanding balance of the Refinance Facility based upon achieving certain financial covenants and then maintained over the life of the loan. As defined and required in the Limited Payment Guaranty, the Company is required to maintain certain covenants including maintaining a Tangible Net Worth of $150 million and Liquid Assets of at least $13 million which is inclusive of a $1.5 million debt service reserve provided by the Company at the closing of the Refinance Facility. The debt service reserve may be released upon terms described in the loan agreement and is included in restricted cash. In conjunction with the Refinance Facility, the Company incurred costs of $2.2 million in March 2022. These costs, net of amortization of $0.4 million, are included in deferred loan costs as of December 31, 2022. The financing transaction generated a loss on refinancing of notes payable of $0.6 million which is included in loss on extinguishment of debt for the twelve months ended December 31, 2022. On December 13, 2022, the Company amended the Refinance Facility with Ally Bank by adding two additional subsidiaries of the Company as borrowers. The amendment increased the principal by $8.1 million to $88.1 million. In conjunction with the amendment, the Company incurred costs of approximately $0.2 million in December 2022 that are included in deferred loan costs as of December 31, 2022 and will be deferred and amortized over the remaining life of the term loan. The Refinance Facility also requires the financial performance of the twelve communities to meet certain financial covenants, including a minimum debt service coverage ratio and a minimum debt yield (as defined in the loan agreement) with a first measurement date as of June 30, 2022 and quarterly measurement dates thereafter. As of December 31, 2022, we were in compliance with the financial covenants. We can provide no assurance that any financial covenants will be met in the future. The Refinance Facility requires the Company to purchase and maintain an interest rate cap facility during the term of the Refinance Facility. To comply with the lender’s requirement, the Company entered into an interest rate cap agreement for an aggregate notional amount of $88.1 million in November 2022. See "Note 14– Derivatives and Hedging". Notes Payable - Insurance In June 2022, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.7 million, of which $0.5 million was outstanding as of December 31, 2022. In July 2022, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $0.3 million, of which $0.1 million was outstanding as of December 31, 2022. In December 2022, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.1 million, of which $1.1 million was outstanding as of December 31, 2022. As of December 31, 2022, the Company had finance agreements totaling $1.7 million, with fixed interest rates ranging from 4.45% to 5.60%, and weighted average rate of 5.44%, with the principals being repaid over ten-month term. Transactions Involving Certain Fannie Mae Loans The Coronavirus Aid, Relief and Economic Security Act of 2020 ("CARES Act"), among other things, permitted borrowers with mortgages from Government Sponsored Enterprises who experienced a financial hardship related to the COVID-19 pandemic to obtain forbearance of their loans for up to 90 days. On May 7, 2020, the Company entered into forbearance agreements with Berkadia Commercial Mortgage LLC, as servicer of 23 of its Fannie Mae loans covering 20 of the Company's properties. On May 9, 2020, the Company entered into a forbearance agreement with Wells Fargo Bank (“Wells Fargo”), as servicer of one Fannie Mae loan covering one of the Company's properties. On May 20, 2020, the Company entered into forbearance agreements with KeyBank, as servicer of three Fannie Mae loans covering two of the Company's properties. The forbearance agreements allowed the Company to withhold the loan payments due under the loan agreements for the months of April, May, and June 2020 and Fannie Mae agreed to forbear in exercising its rights and remedies during such three month period. During this three-month loan payment forbearance, the Company agreed to pay to Fannie Mae monthly net operating income, if any, as defined in the forbearance agreement, for the properties receiving forbearance. On July 8, 2020, the Company entered into forbearance extension agreements with Fannie Mae, which provided for a one-month extension of the forbearance agreements between the Company and Fannie Mae covering 23 of the Company's properties. The forbearance extension agreements extended the forbearance period until July 31, 2020, and Fannie Mae agreed to forbear in exercising its rights and remedies during such period. By July 31, 2020, the Company was required to repay to Fannie Mae the deferred payments, less any payments made during the forbearance period. On July 31, 2020, the Company made required payments to Fannie Mae totaling $0.6 million, which included the deferred payments, less payments made during the forbearance period, for five of the Company's properties with forbearance agreements. The Company elected not to pay $3.8 million on the loans for the remaining 18 properties as of that date as it initiated a process intended to transfer the operations and ownership of such properties to Fannie Mae. Therefore, the Company was in default on such loans, which were non-recourse loans. As a result of the default, Fannie Mae filed a motion with the United States District Court (the "District Court") requesting that a receiver be appointed over the 18 properties, which was approved by the District Court. The Company agreed to continue to manage the 18 communities, subject to earning a management fee, until management of the communities was transitioned to a successor operator or legal ownership of the properties was transferred to Fannie Mae or its designee. Management fees earned from the properties were recognized as revenue when earned. In conjunction with the receivership order, the Company was required to obtain approval from the receiver for all payments and received reimbursements from Fannie Mae for reasonable operating expenses incurred on behalf of any of the 18 communities under the receivership order. As a result of the events of default and receivership order, the Company discontinued recognizing revenues and expenses related to the 18 properties effective August 1, 2020, which was the date of default. In addition, the Company concluded that it was no longer entitled to receive any existing accounts receivable or revenue related to the properties, all amounts held in escrow by Fannie Mae were forfeited and the Company no longer had control of the properties in accordance with ASC 610-20. During the year ended December 31, 2021, Fannie Mae completed the transition of legal ownership of 16 of the Company's properties and the Company recorded a gain on extinguishment of debt of $200.9 million, which is included in gain on extinguishment of debt in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss). As of December 31, 2022, two properties remained for which the legal ownership has not been transferred back to Fannie Mae. As of December 31, 2022, the Company included $31.8 million of outstanding debt in current portion of notes payable, net of deferred loan costs of $0.2 million. As of December 31, 2022 and December 31, 2021, the accrued interest related to the remaining two properties was $4.1 million and $2.7 million, respectively, and was included in accrued expenses on the Company’s Consolidated Balance Sheets. As of December 31, 2022, the Company did not manage any properties on behalf of Fannie Mae. On January 11, 2023, Fannie Mae completed the transfer of ownership of the two remaining properties. See "Note 16–Subsequent Events." Protective Life Amendments to Loan Agreements and Loan Modification and Temporary Deferral Agreements On May 21, 2020, the Company entered into amendments to its loan agreements with one of its lenders, Protective Life Insurance Company (“Protective Life”), related to loans (the "Protective Life Loans") covering ten of the Company's properties. These amendments allowed the Company to defer principal and interest payments for April, May, and June 2020 and to defer principal payments for July 2020 through March 2021. The Company made all required debt service payments in July, August, and September 2020. On October 1, 2020, the Company entered into further amendments to its loan agreements with Protective Life Insurance Company. These amendments allowed the Company to defer interest payments for October, November, and December 2020, and to extend the deferral period of principal payments through September 1, 2021, with such deferral amounts being added to principal due at maturity in either 2025, 2026, or 2031, depending upon the loan. As of December 31, 2022, the Company had deferred payments of $7.2 million related to the Protective Life Insurance Loans, of which $2.6 million was included in accrued expenses in the Company’s Consolidated Balance Sheets. The remaining $4.6 million is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets. Other Debt Related Transactions On May 20, 2020, the Company entered into an agreement with Healthpeak (the “Healthpeak Forbearance”), effective from April 1, 2020 through the lease term ending October 31, 2020, to defer a percentage of rent payments. As of December 31, 2022, the Company had deferred $1.6 million in rent payments, which is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets. The interest accrued on the deferred rent payments was $0.1 million as of December 31, 2022 and was included in accrued expenses in the Company’s Consolidated Balance Sheets. Deferred Loan Costs As of December 31, 2022 and December 31, 2021, the Company had gross deferred loan costs of approximately $11.3 million and $11.5 million, respectively. Accumulated amortization was approximately $6.0 million and $7.3 million as of December 31, 2022 and December 31, 2021, respectively. Debt Covenant Compliance Except for the non-compliance with Fannie Mae mortgages for the two remaining properties in the process of transition back to Fannie Mae, and certain mortgage loan agreements with Protective Life (See "Note 16–Subsequent Events"), the Company was in compliance with all other aspects of its outstanding indebtedness as of December 31, 2022. Letters of Credit The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $3.4 million, for the benefit of Hartford Financial Services (“Hartford”) in connection with the administration of workers’ compensation. On August 27, 2020, the available letters of credit were increased to $4.0 million, and subsequently on July 31, 2022 they were further increased to $4.1 million, all of which remained outstanding as of December 31, 2022. |
Securities Financing
Securities Financing | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Securities Financing | Securities Financing Series A Preferred Stock The Company entered into an investment agreement with the Conversant Investors on July 22, 2021 that was subsequently amended and restated on October 1, 2021 and completed and closed on November 3, 2021. On November 3, 2021 (“Closing Date”) under the terms of the A&R Investment Agreement, the Company raised approximately $154.8 million through (i) the issuance to the Conversant Investors of 41,250 shares of newly designated Series A Preferred Stock of the Company, par value $0.01 per share, at $1,000 per share (“Series A Preferred Stock”) that generated approximately $41.25 million in proceeds, 1,650,000 shares of common stock of the Company, par value $0.01 per share, per share at $25 per share that generated approximately $41.25 million in proceeds and 1,031,250 warrants to purchase common stock at $40 per share and (ii) a common stock rights offering to the Company’s existing stockholders (the “Rights Offering”), pursuant to which such common stock holders purchased an additional 1,133,941 shares of common stock at $30 per share that generated approximately $34.0 million in proceeds. The Conversant Investors and Arbiter backstopped the Rights Offering, pursuant to which they purchased an additional 1,160,806 and 114,911 shares of common stock, respectively, that generated approximately $38.3 million in proceeds, and received a backstop fee amounting to 174,675 shares of common stock and 17,292 shares of common stock, respectively. Of this total, approximately $16.0 million was used to retire the Promissory Note described herein. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the Series A Preferred Stock will rank: (i) on a parity basis with each other class or series of capital stock of the Company now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Preferred Stock as to dividends or rights; and (ii) junior to each other class or series of capital stock of the Company hereafter authorized, classified or reclassified, the terms of which expressly provide that class or series. In the event of a Change of Control (as defined in the A&R Investment Agreement), the Series A Preferred Stockholders hold a liquidation preference that is equal to $1,000 per share plus the sum of preferred dividends and other dividends paid as additional stock plus any accrued and unpaid dividends (the “Liquidation Preference”). The Series A Preferred Stock has an 11% annual dividend calculated on the original investment of $41.25 million accrued quarterly in arrears and compounded. Dividends are guaranteed and may be paid in cash or in additional Series A Preferred Stock shares at the discretion of the Company’s Board of Directors. Generally, the Series A Preferred Stockholders do not have special voting rights and have voting rights consistent with common stockholders as if they were one class. Series A Preferred Stockholders are entitled to a number of votes in respect of the shares of Series A Preferred Stock owned by them equal to the number of shares of common stock into which such shares of Series A Preferred Stock would be converted. Dividends are cumulative, and any declaration of dividends is at the discretion of the Company’s Board of Directors. If the Board does not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend is added to the liquidation preference and compounds quarterly thereafter. On December 31, 2021, the Company declared $0.7 million of dividends on the Series A Preferred Stock, which was included in accrued liabilities in the Consolidated Balance Sheets of the Company as of December 31, 2021, and paid in January 2022. On March 31, 2022, the Company declared a $1.1 million cash dividend on the Series A Preferred Stock which was paid in April 2022. On June 8, 2022, the Company declared a $1.1 million cash dividend on the Series A Preferred Stock, which was paid in June 2022. During the three months ended September 30, 2022, and the three months ended December 31, 2022, the Board did not declare dividends, and accordingly, $2.3 million was added to the liquidation preference of the Series A Preferred Stock. The Series A Preferred Stockholders ("Holder") have the right at any time to convert (an “Optional Conversion”) each share of Series A Preferred Stock into common stock as described in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. The right of Optional Conversion may be exercised as to all or any portion of such Holder’s Series A Preferred Stock from time to time, except that, in each case, no right of Optional Conversion may be exercised by a Holder in respect of fewer than 1,000 shares of Series A Preferred Stock (unless such conversion relates to all shares of Series A Preferred Stock held by such Holder). If an Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Holder’s exercise of an Optional Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (a) above. At any time on or after the third anniversary of the Closing Date, the Company may elect, upon the approval of a majority of the independent and disinterested directors of the Board of Directors, to convert all, but not less than all, of the outstanding shares of Series A Preferred Stock into shares of common stock by delivery to the Series A Preferred Stock holders of a notice of Mandatory Conversion (as defined in the A&R Investment Agreement), provided, that the Company shall not be entitled to deliver an irrevocable notice of Mandatory Conversion unless the volume-weighted average price (“VWAP”) per share of common stock exceeds 150% of the Conversion Price (as defined in the A&R Investment Agreement) for the 30 consecutive trading days immediately preceding the notice. The Company has the option to exercise its right to require the Conversant Investors to convert their Series A Preferred Stock, once VWAP has met the above requirements for this contingent call. In the case of a Mandatory Conversion, each share of Series A Preferred Stock then outstanding will be converted into (i) a number of shares of common stock equal to the quotient of (a) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Mandatory Conversion date, divided by (b) the Conversion Price as of the applicable Mandatory Conversion date and (ii) cash in lieu of fractional shares. If the Mandatory Conversion date occurs on or after the record date for a dividend and on or before the immediately following dividend payment date and dividends have been declared for such date, then such dividend will be paid to the Series A Preferred Stock holder of each share of Series A Preferred Stock as of the close of business on the applicable record date, notwithstanding the Company’s exercise of a Mandatory Conversion, and the amount of such dividend, if a Series A Preferred Stock dividend, will not be included in the Liquidation Preference. The Company may, at its option, irrevocably elect to redeem the Series A Preferred Stock, in whole or in part, at any time (i) on or after the forty-second month anniversary of the Closing Date (and before the seventh anniversary), at a cash redemption price per share of Series A Preferred Stock equal to the greater of (A) 100% of the Liquidation Preference as of such redemption date and (B) an amount equal to (a) the number of shares of common stock issuable upon conversion of such share of Series A Preferred Stock as of the redemption date, multiplied by (b) the VWAP of common stock for the 30 trading days immediately preceding the notice date and (c) on or after the seventh anniversary of the original issue date, at a redemption price per share of Series A Preferred Stock equal to 100% of the Liquidation Preference as of the redemption date. The Conversant Investors, in combination with their common stock ownership as of December 31, 2021, have voting rights in excess of 50% of the Company’s total voting stock. It is therefore deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Investors, and as such the Series A Preferred Stock is required to be adjusted to its maximum redemption value at the end of each reporting period. However, to the extent that the maximum redemption value of the Series A Preferred Stock does not exceed the fair value of the shares at the date of issuance, the shares are not adjusted below the fair value at the date of issuance. As of December 31, 2022 and 2021, the Series A Preferred Stock was carried at the maximum redemption value. The redemption amount at each balance sheet date should include amounts representing dividends not currently declared or paid but which will be payable under the redemption features. The Series A Preferred Stock does not have a maturity date and therefore is considered perpetual. The Series A Preferred Stock is redeemable outside of the Company’s control and is therefore classified as mezzanine equity in the Consolidated Balance Sheet of the Company as of December 31, 2022 and 2021. Changes in the Series A Preferred Stock are as follows: Series A Preferred Stock Shares Amount (In thousands) Balance as of December 1, 2021 — $ — Issuance of Series A Preferred Stock, net of transaction costs 41 27,776 Remeasurement of Series A Preferred Stock — 13,474 Balance as of December 31, 2021 41 41,250 Undeclared dividends on Series A Preferred Stock — 2,300 Balance as of December 31, 2022 41 $ 43,550 Warrants On the Closing Date, the Company issued 1,031,250 warrants to the Conversant Investors, each evidencing the right to purchase one share of common stock at a price per share of $40 and with an exercise expiration date of five years after the Closing Date. The value of the warrants, adjusted for the pro-rata share of issuance costs and other discounts was included in Additional Paid in Capital in the Consolidated Balance Sheet of the Company as of December 31, 2022 and 2021. Investor Rights For so long as the Conversant Investors beneficially own at least 33% of the Company’s outstanding common stock on an as-converted basis, Investor A shall be entitled to designate four members of the Company’s Board of Directors including the Chairperson. For so long as the Conversant Investors beneficially own less than 33% but at least 15% or more of the outstanding shares of common stock of the Company on an as-converted basis, Investor A will have the right to designate a number of directors, rounded to the nearest whole number, equal to the quotient of the total number of outstanding shares of common stock of the Company on an as-converted basis beneficially owned by the Conversant Investors divided by the total number of outstanding shares of common stock of the Company on an as-converted basis, multiplied by the total number of directors then on the Board including the Chairperson for so long as the Conversant Investors beneficially own at least 20% or more of the outstanding shares of common stock on an as-converted basis. For so long as the Conversant Investors beneficially own less than 15% but at least 5% or more of the outstanding shares of common stock of the Company on an as-converted basis, Investor A will have the right to designate one designee for inclusion in the Company’s slate of individuals nominated for election to the Board (which slate will include a number of nominees equal to the number of director positions to be filled). After 3.5 years the Conversant Investors can designate 5 board seats if their beneficial ownership exceeds 50%. For so long as Silk Partners, LLC with its affiliates (collectively, “Silk”) beneficially own at least 5% of the outstanding shares of common stock of the Company on an as-converted basis, Silk will have the right to designate two designees for inclusion in the Company’s slate of individuals nominated for election to the Board of Directors (which slate will include a number of nominees equal to the number of director positions to be filled). Issuance Costs and Other Discounts The Company incurred approximately $13.4 million in issuance costs associated with the A&R Investment Agreement. Additionally, the fair value of the private placement preferred stock and common stock along with the warrants issued to the Conversant Investors exceeded the proceeds received, the excess of which, along with the issuance costs, were applied as a discount to the private placement preferred stock, common stock and warrants on a relative fair value basis. These discounts resulted in a net reduction to the balance of Series A Preferred Stock and Additional Paid In Capital in the Consolidated Balance Sheets of the Company as of December 31, 2022 and 2021. Loss on Settlement of Backstop On October 1, 2021 the Conversant Investors and Arbiter provided backstop commitments to the Company in exchange for a backstop fee of 174,675 and 17,292 shares of common stock, respectively. Upon settlement of the commitment, the fair value of the fee provided, net of the financial benefit of the commitment when settled, was recorded as a loss on backstop of $4.6 million in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the Company for the year ended December 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for share-based stock awards to certain employees and directors, including grants of employee stock options and awards of restricted stock, in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) based on their fair values. On May 14, 2019, the Company’s stockholders approved the Capital Senior Living Corporation 2019 Omnibus Stock and Incentive Plan (the “2019 Plan”), which replaced the previous plan. The 2019 Plan provides for, among other things, the grant of restricted stock awards, restricted stock units and stock options to purchase shares of the Company’s common stock. The 2019 Plan authorizes the Company to issue up to 150,000 shares of common stock, plus reserved shares not issued or subject to outstanding awards under the previous plan. The Company has reserved shares of common stock for future issuance pursuant to awards under the 2019 Plan. On October 22, 2021, the Company's stockholders approved an amendment to the 2019 Plan to (i) increase the number of shares of common stock that the Company may issue under such plan from 150,000 shares to 797,699 shares and to (ii) to exclude 257,000 shares from the minimum vesting provisions of such plan. Stock Options The Company’s stock option program is a long-term retention program that is intended to attract, retain and provide incentives for employees, officers, and directors and to more closely align stockholder and employee interests. The Company’s stock options generally vest over one There were 9,816 options outstanding as of December 31, 2022 and 2021. The options outstanding as of December 31, 2022 and 2021 had no intrinsic value, a weighted-average remaining contractual life of 6.0 years, and a weighted-average exercise price of $111.90. As of December 31, 2022, there was no unrecognized compensation expense related to unvested stock option awards. The fair value of the stock options is amortized as compensation expense over the vesting periods of the options. The Company recorded stock-based compensation expense related to stock options of approximately $0.0 million and $0.1 million in the years ended December 31, 2022 and 2021, respectively. Restricted Stock Units Restricted stock units ("RSUs") may be granted to members of the Company’s Board of Directors as part of their compensation. Awards have a vesting period of one year. Compensation expense is recognized over the vesting period on a straight-line basis. The fair value of RSUs is the market close price of the Company’s common stock on the date of the grant. In fiscal years 2022 and 2021, 8,739 and 9,954 RSUs were issued with a weighted average grant date fair value per share of $26.50 and $52.75, respectively, and had intrinsic values of $0.2 million and $0.5 million on the date of grant, respectively. In the fourth quarter of 2021, in conjunction with the A&R Investment Agreement, the RSUs granted in 2021 became fully vested. A summary of restricted stock units’ activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 — $ — Granted 9,954 52.75 Converted from Market-Based 12,816 102.20 Vested (9,954) 52.75 Non-vested shares as of December 31, 2021 12,816 $ 102.20 Granted 8,739 26.50 Vested (12,816) 102.20 Non-vested shares as of December 31, 2022 8,739 $ 26.50 Restricted Stock Awards Restricted stock awards (“RSAs”) entitle the holder to receive shares of the Company’s common stock as the awards vest. RSAs are considered outstanding at the time of grant since the holders thereof are entitled to dividends, upon vesting, and voting rights. Grants of restricted stock awards are classified as time-based, performance-based, or market-based, depending on the vesting criteria of the award. Time-Based Restricted Stock Awards Time-based RSAs generally vest over three Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 13,292 $ 117.90 Granted 51,982 32.66 Forfeited/Cancelled (3,079) 111.67 Converted from Performance-Based 65,366 37.62 Vested (15,242) 85.43 Non-vested shares as of December 31, 2021 112,319 $ 39.51 Granted 70,101 28.14 Forfeited/Cancelled (79,327) 34.99 Vested (21,965) 51.97 Non-vested shares as of December 31, 2022 81,128 $ 30.75 Performance-Based Restricted Stock Awards Vesting of performance-based stock awards ("PSAs") is dependent upon attainment of various levels of performance that equal or exceed targeted levels and generally vest in their entirety one During the fourth quarter of 2021, in conjunction with the A&R Investment Agreement, all outstanding performance- based stock based awards were converted to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares. These modifications were accounted for as equity award modifications under ASC Topic 718. There was no incremental stock-based expense based on the fair value of the modified awards. There were 52,619 PSAs outstanding as of December 31, 2022 and no PSAs outstanding as of December 31, 2021. A summary of performance-based restricted stock awards’ activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 7,395 $ 94.34 Granted 60,618 36.42 Forfeited/Cancelled (2,647) 162.00 Converted to Time-Based (65,366) 37.62 Non-vested shares as of December 31, 2021 — $ — Granted 87,674 28.47 Forfeited/Cancelled (35,055) 31.58 Non-vested shares as of December 31, 2022 52,619 $ 26.40 Market-Based Restricted Stock Awards Market-based restricted stock awards become eligible for vesting upon the achievement of specific market-based conditions based on the per share price of the Company’s common stock. During the fourth quarter of 2021, in conjunction with the A&R Investment Agreement, the Company granted certain employees market-based restricted stock awards. The shares were issued in three tranches that vest if the Company’s stock price closes at or above an established threshold for each tranche for fifteen During the fourth quarter of 2021, in conjunction with the A&R Investment Agreement, all previously outstanding market-based stock based awards were converted to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares. These modifications were accounted for as equity award modifications under ASC Topic 718. There was no incremental stock-based expense based on the fair value of the modified awards. A summary of market-based restricted stock awards’ activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 12,816 $ 102.20 Granted 188,411 28.20 Converted to Time-Based (12,816) 102.20 Non-vested shares as of December 31, 2021 188,411 $ 28.20 Granted 60,039 23.19 Forfeited/Cancelled (77,100) 27.02 Non-vested shares as of December 31, 2022 171,350 $ 26.97 The Company recognized $4.3 million and $2.8 million in stock-based compensation expense during fiscal years 2022 and 2021, respectively, that is primarily associated with employees whose corresponding salaries and wages are included in general and administrative expenses within the Company’s Consolidated Sta tements of Operations and Comprehensive Income (Loss). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following (in thousands): Years Ended December 31, 2022 2021 Current: Federal $ — $ — State 86 583 Deferred: Federal — — Provision for income taxes $ 86 $ 583 The provision for income taxes differed from the amounts of income tax provision (benefit) determined by applying the U.S. federal statutory income tax rate to income before (benefit) provision for income taxes as a result of the following (in thousands): Years Ended December 31, 2022 2021 Tax (benefit) provision at federal statutory rates $ (11,407) $ 26,496 State income tax (benefit) provision, net of federal effects (716) 3,814 Change in deferred tax asset valuation allowance 11,253 (31,819) Other 956 2,092 Provision for income taxes $ 86 $ 583 The effective tax rate for fiscal year 2022 differs from the statutory tax rate primarily due to state income taxes, changes in the deferred tax asset valuation allowance and other permanent tax differences. The Company is impacted by the Texas Margin Tax (“TMT”), which effectively imposes tax on modified gross revenues for communities within the State of Texas and accounts for the majority of the Company’s current state tax expense. The fiscal year 2022 other permanent tax differences include $0.5 million of stock compensation shortfalls and $0.5 million of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) compensation limitation and $0.3 million deferred payroll tax penalty. The valuation allowance recorded as of fiscal year 2022 was $99.3 million, which decreased from the prior year by $11.3 million due to current year activity. The effective tax rate for fiscal year 2021 differs from the statutory tax rate primarily due to state income taxes, changes in the deferred tax asset valuation allowance and other permanent tax differences. The Company is impacted by the Texas Margin Tax (“TMT”), which effectively imposes tax on modified gross revenues for communities within the State of Texas and accounts for the majority of the Company’s current state tax expense. The fiscal year 2021 other permanent tax differences include $0.4 million of stock compensation shortfalls and $1.2 million of loss on settlement of backstop. The valuation allowance recorded as of December 31, 2021 was $88.0 million, which had increased from the prior year by $31.8 million due to current year activity. A summary of the Company’s deferred tax assets and liabilities, are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Lease liabilities $ 413 $ 590 Net operating loss carryforward 84,899 73,605 Compensation costs 2,491 2,446 Depreciation and amortization 9 — Other 11,526 12,252 Total deferred tax assets 99,338 88,893 Deferred tax asset valuation allowance (99,273) (88,019) Total deferred tax assets, net 65 874 Deferred tax liabilities: Operating lease right-of-use assets (65) (501) Depreciation and amortization — (373) Total deferred tax liabilities (65) (874) Deferred taxes, net $ — $ — Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable. Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expects those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. Based upon this evaluation, a valuation allowance has been recorded to reduce the Company’s net deferred tax assets to the amount that is more likely than not to be realized. A significant component of objective evidence evaluated was the cumulative losses before income taxes incurred by the Company over the past several fiscal years. Such objective evidence severely limits the ability to consider other subjective evidence such as the Company’s ability to generate sufficient taxable income in future periods to fully recover the deferred tax assets. However, in the event that the Company were to determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period of such a determination . The benefits of the net deferred tax assets might not be realized if actual results differ from expectations. The CARES Act contains beneficial provisions to the Company, including the deferral of certain employer payroll taxes and the acceleration of the alternative minimum tax credit refunds. Additionally, on December 27, 2020, the Consolidated Appropriations Act was enacted providing that electing real property trades or business electing out of Section 163(j)(7)(B) will apply a 30 year ADS life to residential real property placed in service before January 1, 2018. This property had historically been assigned a 40 year ADS life under the Tax Cuts and Jobs Act of 2017 ("TJCA"). As of December 31, 2022, the Company has federal and state net operating loss ("NOL") carryforwards of $355.3 million and $283.4 million and related deferred tax assets of $74.6 million and $13.0 million, respectively. The federal and state NOL carryforwards in the income tax returns filed included unrecognized tax benefits. The deferred tax assets recognized for those NOLs are presented net of the unrecognized benefits. If not used, the federal NOL generated prior to fiscal year 2018 will expire during fiscal years 2033 to 2037 and non-conforming state NOLs will expire during fiscal years 2022 to 2041. Federal NOLs generated subsequent to fiscal 2017 currently have no expiration due to changes to tax laws enacted with the TCJA. Some state jurisdictions conform to the unlimited net operating loss carryforward provisions as modified by the TCJA. However, some jurisdictions do not conform to the above-mentioned provisions. In general, utilization of the net operating loss carryforwards are subject to a substantial annual limitation due to ownership changes that occur or that could occur in the future, as required by Section 382 of the Code. These ownership changes limit the amount of NOL carryforwards that can be utilized annually to offset taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. The Company had a change in ownership as defined by Section 382 of the Code on November 3, 2021. The Company has completed initial analysis of the annual Section 382 limitation and determined the annual utilization of its tax attributes is limited substantially, including consideration of net unrealized built-in gains on the Company’s assets resulting in an increase in the Section 382 limit over the five-year recognition period. Tax attributes to which the annual Section 382 limitation would apply include net operating losses generated prior to the ownership change. The Company maintains a valuation allowance in all jurisdictions where the NOL carryovers are present. A summary of the Company’s unrecognized tax benefits activity and related information for the years ended December 31, 2022 and 2021 is presented below (in thousands): Years Ended December 31, 2022 2021 Beginning balance, January 1 $ 2,383 $ 5,433 Gross increases – tax positions in prior period 413 — Gross decreases – tax positions in prior period — (3,050) Lapse of statute of limitations — — Ending balance, December 31 $ 2,796 $ 2,383 The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition that is intended to provide better financial-statement comparability among different companies. The Company is required to recognize a tax benefit in its consolidated financial statements for an uncertain tax position only if management’s assessment is that its position is “more likely than not” (i.e., a greater than 50 percent likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense. As of December 31, 2022, the Company has unrecognized tax benefits of $2.8 million for an uncertain tax position associated with a change in accounting method. The unrecognized tax benefits as of December 31, 2022 are timing-related uncertainties that if recognized would not impact the effective tax rate of the Company. The Company files income tax returns in the U.S. federal jurisdiction and U.S. state jurisdictions. As of December 31, 2022, the Company is generally no longer subject to U.S. federal tax examinations for tax years prior to 2019 and state tax examinations for tax years prior to 2018 with limited exceptions for net operating losses from 2013 forward. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA introduces a 15% alternative minimum tax based on the financial statement income of certain large corporations and imposes a 1% excise tax on share repurchases, effective for tax years beginning after December 31, 2022. We do not expect the Inflation Reduction Act to have a material impact on our financial results in future periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesAs of December 31, 2022, we had contractual commitments of $5.4 million related to future renovations and technology enhancements to our communities. We expect these amounts to be substantially expended during 2023.The Company has claims incurred in the normal course of its business. Most of these claims are believed by management to be substantially covered by insurance, subject to normal reservations of rights by the insurance companies and possibly subject to certain exclusions in the applicable insurance policies. Whether or not covered by insurance, these claims, in the opinion of management, based on advice of legal counsel, should not have a material detrimental impact on the consolidated financial statements of the Company. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses interest rate cap arrangements with financial institutions to manage exposure to interest rate changes for loans that utilize floating interest rates. As of December 31, 2022 , we had interest rate cap agreements with an aggregate notional value of $138.4 million that were entered into during 2022. The fair value of these derivative assets as of December 31, 2022 was $2.7 million and was determined using significant observable inputs (Level 2), including quantitative models that utilize multiple market inputs to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. We did not have any derivative instruments as of December 31, 2021. See "Note 14 – Derivatives and Hedging ". Financial Instruments Not Reported at Fair Value For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities were as follows as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 2021 Carrying Fair Value Carrying Fair Value Cash and cash equivalents $ 16,913 $ 16,913 $ 78,691 $ 79,691 Restricted cash 13,829 13,829 4,882 4,882 Notes payable, excluding deferred loan costs 676,298 638,485 687,312 636,836 We believe the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of notes payable, excluding deferred loan costs, is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent Level 2 inputs as defined in ASC 820 , Fair Value Measurement. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company may adjust the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. During the year ended December 31, 2022, the Company recorded a non-cash impairment charge of $1.6 million related to the management's commitment to a plan to sell the community shortly after the balance sheet date, and the agreed-upon selling price being below the community's carrying amount. The fair value of the impaired assets was $0.9 million as of December 31, 2022. During the year ended December, 31, 2021, the Company recorded non-cash impairment charges of $6.5 million to property and equipment, net The following methods and assumptions were used in estimating its fair value disclosures for financial instruments: Cash and cash equivalents and Restricted cash: The carrying amounts reported in the Company’s Consolidated Balance Sheets for cash and cash equivalents and restricted cash approximate fair value, which represent Level 1 inputs as defined in the accounting standards codification. Notes payable, excluding deferred loan costs: The fair value of notes payable, excluding deferred loan costs, is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent Level 2 inputs as defined in the accounting standards codification. Property and Equipment, Net: During the years ended December 31, 2022 and 2021, the Company evaluated property, plant and equipment, net for impairment and identified properties with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified properties and recorded an impairment charge for the excess of carrying amount over fair value. The estimated fair value of these assets and liabilities could be affected by market changes and this effect could be material. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The components of the allowance for doubtful accounts are as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 4,723 $ 6,113 Provision for bad debts, net of recoveries 1,159 1,251 Write-offs and other (1) 33 (2,641) Balance at end of year $ 5,915 $ 4,723 (1) For the year ended December 31, 2021 write-offs and other includes $1.7 million for the 18 properties in the process of transitioning legal ownership back to Fannie Mae, $0.1 million for the termination of the Welltower Master Lease Agreements and $0.5 million for the termination of the Healthpeak Master Lease Agreements. Accounts receivable are reported net of an allowance for doubtful accounts to represent the Company’s estimate of inherent losses at the balance sheet date. |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging The Company uses derivatives as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in interest rates. We may also be required to enter into interest rate derivative instruments in compliance with debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes. On March 1, 2022, the Company entered into an interest rate cap agreement for an aggregate notional amount of $50.3 million to reduce exposure to interest rate fluctuations associated with a portion of our variable mortgage notes payable. The interest rate cap agreement has a 24-month term and effectively caps the interest rate at 4.00% from March 1, 2022 through March 1, 2024 with respect to the portion of our floating rate indebtedness. In the event LIBOR is less than the capped rate, we will pay interest at the lower LIBOR rate. In the event LIBOR is higher than the capped rate, we will pay interest at the capped rate of 4.00%. The interest rate cap is not designated as a cash flow hedge under ASC 815-20, Derivatives - Hedging , therefore all changes in the fair value of the instrument are included as a component of interest expense in the consolidated statements of operations. On November 30, 2022, in order to comply with the lender’s requirements under the Ally Bank Refinance Facility (see "Note 8–Notes Payable"), the Company entered into a SOFR-based interest rate cap transaction for an aggregate notional amount of $88.1 million at a cost of $2.4 million. The interest rate cap agreement has a 12-month term and effectively caps the interest rate at 2.25% with respect to the portion of our floating rate indebtedness. The interest rate cap is not designated as a hedge under ASC 815-20, Derivatives - Hedging , and all changes in the fair value of the instrument are included as a component of interest expense in the consolidated statements of operations. As of December 31, 2022, the entire balance of our outstanding variable-rate debt obligations was covered by the interest rate transactions entered into during 2022 to better manage our exposure to market risks associated with the fluctuations in interest rates. The following table presents the fair values of derivative assets and liabilities in the consolidated balance sheets as of December 31, 2022 (in thousands). The Company did not have any derivative instruments as of December 31, 2021. December 31, 2022 Derivative Asset Derivative Liability Notional Amount Fair Value Notional Amount Fair Value Interest rate cap ( LIBOR-based ) $ 50,260 $ 542 $ — $ — Interest rate cap ( SOFR-based ) 88,125 2,180 — $ — Total derivatives $ 138,385 $ 2,722 $ — $ — The following table presents the effect of the derivative instrument on the consolidated statements of operations (in thousands): Twelve months ended December 31, 2022 2021 Derivatives not designated as hedges Interest rate caps Gain (loss) on derivatives not designated as hedges included in interest expense 19 — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Transactions Involving Certain Fannie Mae Loans As discussed in Note 8, Notes Payable, as of December 31, 2022 two properties remained for which the legal ownership had not been transferred back to Fannie Mae. The transfer of legal ownership of these properties had previously been deemed probable, and the Company had already disposed of all the assets related to these properties. As of December 31, 2022, the outstanding debt related to these properties that was included in current portion of notes payable was $31.8 million, net of deferred loan costs of $0.2 million, and the related accrued interest was $4.1 million. On January 11, 2023, Fannie Mae completed the transfer of ownership on the two properties. As a result of the change in legal ownership, the Company will derecognize all of the debt and accrued interest related to the two properties, which will result in the gain on extinguishment of debt of approximately $36 million during the first quarter of 2023. Protective Life Loans During the first quarter of 2023, the Company elected not to make principal and interest payments due February and March of 2023 related to certain non-recourse mortgage loan agreements with Protective Life Insurance Company covering four of the Company's properties. As of December 31, 2022, the amount of debt outstanding under such agreements was $70.0 million. Therefore, the Company is in default on these loans, and was so notified by the lender on March 1, 2023. The Company is currently engaged in active negotiations with the lender for these loans as well as the additional Protective Life loans relating to six communities to resolve this matter and obtain more favorable terms. However, we cannot give any assurance that a mutually agreeable resolution will be reached. COVID-19 Relief Grants The Company received approximately $2.0 million in various state grants during January and February of 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related footnotes. Management bases its estimates and assumptions on historical experience, observance of industry trends and various other sources of information and factors, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The Company has deposits in banks that exceed Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for property insurance, real estate taxes, capital expenditures, and debt service required by certain loan agreements. In addition, restricted cash includes deposits required by certain counterparties as collateral pursuant to letters of credit which must remain so long as the letters of credit are outstanding, which are subject to renewal annually. In March 2022, the Company completed the refinancing of certain existing mortgage debt with Ally Bank. Ally Bank required a debt service reserve of $1.5 million as part of this transaction, which is included in the restricted cash balances as of December 31, 2022. See "Note 8–Notes Payable." In August 2021, the Company executed a one year extension of the Company's loan agreement with PNC Bank, National Association (successor to BBVA) ("PNC Bank"), which extended the maturity date to December 10, 2022. PNC Bank required a debt service reserve of $0.9 million as part of this extension, which was included in the restricted cash balances as of December 31, 2021. In March 2022 the Company refinanced this loan with a different lender as further described in Note 8– Notes Payable. |
Long-Lived Assets and Impairment | Long-Lived Assets and Impairment Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviewed the carrying value of its property and equipment to determine if facts and circumstances suggested that they may be impaired or that the depreciation period may need to be changed. The Company considers internal factors, such as net operating losses, along with external factors relating to each asset, including contract changes, local market developments, and other publicly available information to determine whether impairment indicators exist. If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company estimates fair value of the asset group and records an impairment loss when the carrying amount exceeds fair value. In evaluating our long-lived assets for impairment, we undergo continuous evaluations of property level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses. Upon the acquisition of new communities accounted for as an acquisition of an asset, we recognize the assets acquired and the liabilities assumed as of the acquisition date, measured at their relative fair values once we have determined the fair value of each of these assets and liabilities. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed consist of land, inclusive of associated rights, buildings, assumed debt, and identified intangible assets and liabilities. |
Fair Value Measurement | Fair Value Measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs – Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Inputs – Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The Company's other financial instruments consist primarily of cash and cash equivalents, receivables, accounts payable, accrued expenses, derivative financial instruments, and long-term debt. The carrying value of the Company’s receivables, trade payables, and accrued expenses approximates fair value due to their highly liquid nature, short-term maturity, or competitive rates assigned to these financial instruments. See "Note 13 – Fair Value". The Company adjusts the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. |
Derivatives and Hedging | Derivatives and Hedging The Company uses derivatives as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in interest rates. We may also be required to enter into interest rate derivative instruments in compliance with debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes. See "Note 14–Derivatives and Hedging". Derivative instruments may be designated for hedge accounting under ASC 815-20, Derivatives - Hedging . Instruments that meet hedge criteria are formally designated as hedges at the inception of the instrument. For those instruments designated as hedges, the changes in fair value are recognized in other comprehensive income (“OCI”), and any ineffectiveness is recognized immediately in earnings. As of December 31, 2022, the Company did not have any derivative instruments designated as hedges under ASC 815-20, Derivatives - Hedging . The Company’s derivative assets and liabilities are measured at fair value. Fair value related to the cash flows occurring within one year are classified as current and the fair value related to the cash flows occurring beyond one year are classified as non-current in the consolidated balance sheets. |
Stock-based Plans | Stock-based Plans The Company applies the provisions of ASC 718, Compensation - Stock Compensation , in its accounting and reporting for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under the Company's option plans have grant prices equal to the market price of the Company's stock on the dates of grant. Compensation cost for restricted stock and restricted stock units is determined based on the fair market value of the Company's stock at the date of grant. Stock-based compensation expense is generally recognized over the required service period, or over a shorter period when employee retirement eligibility is a factor. The Company recognizes forfeitures as they occur. |
Advertising Costs | Advertising CostsThe Company expenses advertising costs as incurred. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable. Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expected those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies and future expectations of income. The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that its position is “more likely than not” (i.e., a greater than 50 percent likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense. |
Revenue Recognition | Revenue Recognition Resident revenue consists of fees for basic housing and certain support services and fees associated with additional housing and expanded support requirements such as assisted living care, memory care, and ancillary services. Basic housing and certain support services revenue is recorded when services are rendered, and amounts billed are due from residents in the period in which the rental and other services are provided. Residency agreements are generally short term in nature with durations of one year or less and are typically terminable by either party, under certain circumstances, upon providing 30 days’ notice, unless state law provides otherwise, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking which are generally billed monthly in arrears. Other operating revenue consists of Provider Relief funds received from various states due to the financial distress impacts of COVID-19. The Company's senior housing communities have residency agreements that generally require the resident to pay a community fee and other amounts prior to moving into the community which are initially recorded by the Company as deferred revenue. The Company had contract liabilities for deferred fees paid by our residents prior to the month housing and support services were to be provided totaling approximately $3.4 million and $3.2 million, respectively, which are included as a component of deferred income within current liabilities of the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021. Revenues from the Medicaid program accounted for approximately 10.0% of the Company’s revenue in fiscal year 2022, and 9.6% of the Company’s revenue in fiscal year 2021. During fiscal years 2022 and 2021, 28 and 42, respectively, of the Company’s communities were providers of services under the Medicaid program. Accordingly, these communities were entitled to reimbursement under the Medicaid program at established rates that were lower than private pay rates. Resident revenues for Medicaid residents were recorded at the reimbursement rates as the rates were set prospectively by the applicable state upon the filing of an annual cost report. None of the Company’s communities were providers of services under the Medicare program during fiscal years 2022 or 2021. Laws and regulations governing the Medicaid program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on its Consolidated Financial Statements. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicaid program. The Company has management agreements whereby it manages certain communities on behalf of third-party owners under contracts that provide for periodic management fee payments to the Company. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. The Company’s estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Such revenue is included in “managed community reimbursement revenue” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The related costs are included in “managed community reimbursement expense” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Revenue for the years ended December 31, 2022 and 2021 is comprised of the following components (in thousands): Years Ended December 31, 2022 2021 Housing and support services $ 204,349 $ 187,404 Community fees 1,898 1,646 Ancillary services 1,243 1,163 Other operating revenue (1) 1,213 — Resident revenue 208,703 190,213 Management fees 2,359 3,603 Managed community reimbursement revenue 27,371 40,902 Total revenues $ 238,433 $ 234,718 ________ (1) Other operating revenue consists of Provider Relief Funds received from state departments due to financial distress impacts of COVID-19. The Company intends to pursue additional funding that may become available in the future, but there is no guarantee of qualifying for, or receiving, any additional relief funds in the future. In April 2022 and January 2021, the Company accepted $9.1 million and $8.7 million of cash, respectively, through grants from the Public Health and Social Services Emergency Fund’s (the “Provider Relief Fund”) Phases 4 and 3 General Distribution, respectively, which was expanded by the CARES Act to provide grants or other funding mechanisms to eligible healthcare providers for healthcare-related or lost revenues attributable to COVID-19. Both the Phase 4 and Phase 3 Provider Relief Funds were recorded as other income in the years ended December 31, 2022 and 2021, respectively. The CARES Act Provider Relief Funds are grants that do not have to be repaid provided we satisfy the terms and conditions of the CARES Act. The Company recognizes income for government grants on a systematic and rational basis over the periods in which the Company recognizes the related expenses or loss of revenue for which the grants are intended to compensate when there is reasonable assurance that the Company will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received. |
Credit Risk and Allowance for Doubtful Accounts | Credit Risk and Allowance for Doubtful Accounts The Company’s resident receivables are generally due within 30 days from the date billed. Accounts receivable are reported net of an allowance for doubtful accounts of $5.9 million and $4.7 million as of December 31, 2022 and 2021, respectively, and represent the Company’s estimate of the amount that ultimately will be collected. The adequacy of the Company’s allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts. Adjustments are made to the allowance, as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for doubtful accounts adequately provides for expected losses. |
Concentration of Credit Risk and Business Risk | Concentration of Credit Risk and Business Risk Substantially all of our revenues are derived from senior living communities we own and senior living communities that we manage. Senior living operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the effects of the COVID-19 pandemic, which has adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations. We have a concentration of owned properties operating in Texas (16), Indiana (12), Ohio (11) and Wisconsin (8), which we estimate represented approximately 24%, 18%, 20%, and 10%, respectively, of our resident revenues for the year ended December 31, 2022. |
Lease Accounting | Lease Accounting Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Operating lease right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term on the lease commencement date. When the implicit lease rate is not determinable, management uses the Company’s incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future minimum lease payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease terms. Financing lease right-of-use assets are recognized within property and equipment and leasehold improvements, net on the Company’s Consolidated Balance Sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term. Modifications to existing lease agreements, including changes to the lease term or payment amounts, are reviewed to determine whether they result in a separate contract. For modifications that do not result in a separate contract, management reviews the lease classification and re-measures the related right-of-use assets and liabilities at the effective date of the modification. Certain of the Company’s lease arrangements have lease and non-lease components. The Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases with an expected lease term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. As of December 31, 2022 and 2021, the Company had operating leases for equipment, as well as finance leases for certain vehicles, and no leased senior housing communities. As of December 31, 2022 and 2021, the balances of operating lease assets and liabilities, finance lease assets and liabilities, as well as lease expenses and cash flows associated with those leases, were insignificant to consolidated financial statements of the Company taken as a whole. |
Self-Insurance Liability Accruals | Self-Insurance Liability Accruals The Company offers full-time employees an option to participate in its health and dental plans. The Company is self-insured up to certain limits and is insured if claims in excess of these limits are incurred. The cost of employee health and dental benefits, net of employee contributions, is shared between the corporate office and the senior housing communities based on the respective number of plan participants. Funds collected are used to pay the actual program costs, including estimated annual claims, third-party administrative fees, network provider fees, communication costs, and other related administrative costs incurred by the plans. Claims are paid as they are submitted to the Company’s third-party administrator. The Company records a liability for outstanding claims and claims that have been incurred but not yet reported. This liability is based on the historical claim reporting lag and payment trends of health insurance claims. Additionally, the Company may be liable for an Employee Shared Responsibility Payment (“ESRP”) pursuant to the Patient Protection and Affordable Care Act. The ESRP is applicable to employers that (i) had 50 or more full-time equivalent employees, (ii) did not offer minimum essential coverage (“MEC”) to at least 70% of full-time employees and their dependents, or (iii) did offer MEC to at least 70% of full-time employees and their dependents that did not meet the affordable or minimum value criteria and had one or more full-time employees certified as being allowed the premium tax credit. The Internal Revenue Service ("IRS") determines the amount of the proposed ESRP from information returns completed by employers and from income tax returns completed by such employers' employees. Management believes that the recorded liabilities and reserves established for outstanding losses and expenses are adequate to cover the ultimate cost of losses and expenses incurred as of December 31, 2022. It is possible that actual claims and expenses may differ from established reserves. Any subsequent changes in estimates are recorded in the period in which they are determined. The Company uses a combination of insurance and self-insurance for workers’ compensation. Determining the reserve for workers’ compensation losses and costs that the Company has incurred as of the end of a reporting period involves significant judgments based on projected future events, including among other factors, potential settlements for pending claims, known incidents which may result in claims, estimates of incurred but not yet reported claims, changes in insurance premiums and estimated litigation costs. The Company regularly adjusts these estimates to reflect changes in the foregoing factors. However, since this reserve is based on estimates, it is possible the actual expenses incurred may differ from the amounts reserved. Any subsequent changes in estimates are recorded in the period in which they are determined. |
Net Income (Loss) Per Share | Net Income (Loss) Per Common Share The Company uses the two-class method to compute net income per common share because the Company has issued securities (Series A Preferred Stock) that entitle the holder to participate in dividends and earnings of the Company. Under this method, net income is reduced by the amount of any dividends earned during the period. The remaining earnings (undistributed earnings) are allocated based on the weighted-average shares outstanding of common stock and Series A Preferred Stock (on an if-converted basis) to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the Series A Preferred Stock have no obligation to fund losses. Diluted net income (loss) per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, stock based compensation awards and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding Series A Preferred Stock under the "if-converted" method when calculating diluted earnings per share, in which it is assumed that the outstanding Series A Preferred Stock converts into common stock at the beginning of the period or when issued, if later. The Company reports the more dilutive of the approaches (two class or "if-converted") as its diluted net income per share during the period. |
Redeemable Preferred Stock | Redeemable Preferred Stock The Company's Series A Preferred Stock is convertible outside of our control and in accordance with ASC 480-10-S99-3A and as such is classified as mezzanine equity. The Series A Preferred Stock was initially recorded at fair value upon issuance, net of issuance costs and discounts. The holders of Series A Preferred Stock are entitled to vote with the holders of common stock on all matters submitted to a vote of stockholders of the Company. As such, the Conversant Investors, in combination with their common stock ownership as of December 31, 2022 and 2021, have voting rights in excess of 50% of the Company’s total voting stock. It is deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Investors, and as such the Series A Preferred Stock is required to be remeasured and adjusted to its maximum |
Segment Information | Segment Information The Company evaluates the performance and allocates resources of its senior living communities based on current operations and market assessments on a property-by-property basis. The Company does not have a concentration of operations geographically or by product or service as its management functions are integrated at the property level. The Company has determined that its operating units meet the criteria in ASC Topic 280, Segment Reporting , to be aggregated into one reporting segment. As such, the Company operates in one segment. |
Reclassifications | Reclassifications Certain amounts previously reflected in the prior year consolidated balance sheet have been reclassified to conform to our December 31, 2022 presentation. The consolidated balance sheet as of December 31, 2021 reflects reclassifying “operating lease right-of-use assets, net” to “other assets, net”, “property tax and insurance deposits” to “restricted cash”, lender reserves from “other assets, net” to “restricted cash", "current portion of lease liabilities" to "other current liabilities", and "lease liabilities, net of current portion" to "other long-term liabilities". "Customer deposits" were combined into "other current liabilities." The consolidated statements of operations for the year ended December 31, 2021 includes the reclassification of "gain (loss) on disposition of assets" to "other income, net", as well as an immaterial correction to classify “stock-based compensation expense”, which was previously reported as a separate line item, within “general and administrative expense". These reclassifications had no effect on the previously reported total assets, total liabilities, or reported net income. The consolidated statements of cash flows reflect reclassifying changes in property tax and insurance deposits and changes in lender reserves to restricted cash beginning/ending balances, consistent with the balance sheet reclassifications described above. |
Off-Balance Sheet Arrangements | Off-Balance Sheet ArrangementsThe Company had no material off-balance sheet arrangements as of December 31, 2022 or 2021 |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference the London InterBank Offered Rate. The new standard was effective upon issuance and elections can be made through December 31, 2022. The adoption of the optional expedient has not had and is not expected to have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. Current U.S. generally accepted accounting principles (GAAP) require an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including but not limited to general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We will adopt ASU 2016-13 on January 1, 2023 and do not expect the adoption of ASU 2016-13 to have a material impact on our consolidated financial statements. Fair Value Measurement of Equity Securities In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. We do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table sets forth our cash and cash equivalents and restricted cash (in thousands): Years Ended December 31, 2022 2021 Cash and cash equivalents $ 16,913 $ 78,691 Restricted cash: Property tax and insurance reserves 6,184 6,666 Lender reserve 1,500 900 Capital expenditures reserves 2,034 2,637 Deposits pursuant to outstanding letters of credit 4,111 3,982 Total restricted cash 13,829 14,185 Total cash, cash equivalents, and restricted cash $ 30,742 $ 92,876 |
Disaggregation of Revenue | Revenue for the years ended December 31, 2022 and 2021 is comprised of the following components (in thousands): Years Ended December 31, 2022 2021 Housing and support services $ 204,349 $ 187,404 Community fees 1,898 1,646 Ancillary services 1,243 1,163 Other operating revenue (1) 1,213 — Resident revenue 208,703 190,213 Management fees 2,359 3,603 Managed community reimbursement revenue 27,371 40,902 Total revenues $ 238,433 $ 234,718 ________ |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except for per share amounts): Years Ended December 31, 2022 2021 Basic net (loss) income per common share calculation: Net (loss) income $ (54,401) $ 125,607 Less: Dividends on Series A Preferred Stock (2,269) (718) Less: Undeclared dividends on Series A Preferred Stock (2,300) — Less: Remeasurement of Series A Preferred Stock — (13,474) Less: Undistributed earnings to participating securities — (6,266) Net (loss) income attributable to common stockholders $ (58,970) $ 105,149 Weighted average shares outstanding — basic 6,359 2,750 Basic net income (loss) per share $ (9.27) $ 38.24 Diluted net (loss) income per common share calculation: Net (loss) income attributable to common stockholders $ (58,970) $ 105,149 Weighted average shares outstanding — diluted 6,359 2,773 Diluted net income (loss) per share $ (9.27) $ 37.92 |
Schedule of Weighted-Average Shares Not Included in Computation of Net Income (Loss) per Share | The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: Years Ended December 31, (shares in thousands) 2022 2021 Series A Preferred Stock (if converted) 1,088.7 163.8 Restricted stock awards 381.8 26.6 Warrants 1,031.3 163.8 Stock options 9.8 9.8 Total 2,511.6 364.0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Net Property and Equipment and Leasehold Improvements | As of December 31, 2022 and 2021, property and equipment, net and leasehold improvements, which include assets under finance leases, consists of the following (in thousands): December 31, Asset Lives 2022 2021 Land $ 47,476 $ 46,069 Land improvements 5 to 20 years 20,053 19,146 Buildings and building improvements 10 to 40 years 842,854 814,035 Furniture and equipment 5 to 10 years 53,236 52,602 Automobiles 5 to 7 years 2,704 2,662 Leasehold improvements, and assets under finance leases (1) 1,899 2,276 Construction in progress NA 666 392 Total property and equipment 968,888 937,182 Less accumulated depreciation and amortization (353,134) (315,983) Property and equipment, net $ 615,754 $ 621,199 _____________________________________ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2022 2021 Accrued payroll and employee benefits $ 13,795 $ 13,592 Accrued interest (1) 9,374 7,311 Accrued taxes 6,939 7,278 Accrued professional fees 3,179 4,102 Accrued other expenses 3,657 4,743 $ 36,944 $ 37,026 __________ |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following (in thousands): December 31, Weighted average Maturity Date 2022 2021 Fixed rate mortgage notes payable 4.6% 2024 to 2045 $ 503,312 $ 561,006 Fannie Mae mortgage notes payable (1) 4.6% 2023 31,991 31,991 Variable rate mortgage notes (2) 5.9% 2026 to 2029 137,652 88,711 Notes payable - insurance 5.4% 2023 1,724 3,483 Notes payable - other 7.1% 2023 1,619 2,121 Notes payable, excluding deferred loan costs $ 676,298 $ 687,312 Deferred loan costs, net 5,267 4,201 Total notes payable, net $ 671,031 $ 683,111 Less current portion 46,029 69,769 Total long-term notes payable, net $ 625,002 $ 613,342 |
Summary of Aggregate Scheduled Maturities of Notes Payable | The aggregate scheduled maturities of notes payable as of December 31, 2022 are as follows (in thousands): 2023 (1) $ 47,669 2024 152,155 2025 114,285 2026 164,044 2027 3,980 Thereafter 194,165 Total notes payable, excluding deferred loan costs $ 676,298 (1) See "Transactions Involving Certain Fannie Mae Loans" disclosure below. On January 11, 2023, Fannie Mae completed the transfer of ownership on the two properties. As a result of the change in legal ownership, the Company will derecognize all of the debt and accrued interest related to the two properties. See "Note 16-Subsequent Events". (2) Capped weighted average rate. See "Note 14-Derivatives and Hedging" for interest rate cap agreements on variable rate mortgage notes payable. |
Securities Financing (Tables)
Securities Financing (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Convertible Preferred Stock | Changes in the Series A Preferred Stock are as follows: Series A Preferred Stock Shares Amount (In thousands) Balance as of December 1, 2021 — $ — Issuance of Series A Preferred Stock, net of transaction costs 41 27,776 Remeasurement of Series A Preferred Stock — 13,474 Balance as of December 31, 2021 41 41,250 Undeclared dividends on Series A Preferred Stock — 2,300 Balance as of December 31, 2022 41 $ 43,550 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Awards Activity | A summary of restricted stock units’ activity is presented in the table below: Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 — $ — Granted 9,954 52.75 Converted from Market-Based 12,816 102.20 Vested (9,954) 52.75 Non-vested shares as of December 31, 2021 12,816 $ 102.20 Granted 8,739 26.50 Vested (12,816) 102.20 Non-vested shares as of December 31, 2022 8,739 $ 26.50 Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 13,292 $ 117.90 Granted 51,982 32.66 Forfeited/Cancelled (3,079) 111.67 Converted from Performance-Based 65,366 37.62 Vested (15,242) 85.43 Non-vested shares as of December 31, 2021 112,319 $ 39.51 Granted 70,101 28.14 Forfeited/Cancelled (79,327) 34.99 Vested (21,965) 51.97 Non-vested shares as of December 31, 2022 81,128 $ 30.75 Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 7,395 $ 94.34 Granted 60,618 36.42 Forfeited/Cancelled (2,647) 162.00 Converted to Time-Based (65,366) 37.62 Non-vested shares as of December 31, 2021 — $ — Granted 87,674 28.47 Forfeited/Cancelled (35,055) 31.58 Non-vested shares as of December 31, 2022 52,619 $ 26.40 Number of Shares Weighted Average Grant-Date Fair Value Non-vested shares as of January 1, 2021 12,816 $ 102.20 Granted 188,411 28.20 Converted to Time-Based (12,816) 102.20 Non-vested shares as of December 31, 2021 188,411 $ 28.20 Granted 60,039 23.19 Forfeited/Cancelled (77,100) 27.02 Non-vested shares as of December 31, 2022 171,350 $ 26.97 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Benefit) Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): Years Ended December 31, 2022 2021 Current: Federal $ — $ — State 86 583 Deferred: Federal — — Provision for income taxes $ 86 $ 583 |
Schedule of Provision (Benefit) for Income Taxes by Statutory Income Tax Rate | The provision for income taxes differed from the amounts of income tax provision (benefit) determined by applying the U.S. federal statutory income tax rate to income before (benefit) provision for income taxes as a result of the following (in thousands): Years Ended December 31, 2022 2021 Tax (benefit) provision at federal statutory rates $ (11,407) $ 26,496 State income tax (benefit) provision, net of federal effects (716) 3,814 Change in deferred tax asset valuation allowance 11,253 (31,819) Other 956 2,092 Provision for income taxes $ 86 $ 583 |
Summary of Deferred Tax Assets and Liabilities | A summary of the Company’s deferred tax assets and liabilities, are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Lease liabilities $ 413 $ 590 Net operating loss carryforward 84,899 73,605 Compensation costs 2,491 2,446 Depreciation and amortization 9 — Other 11,526 12,252 Total deferred tax assets 99,338 88,893 Deferred tax asset valuation allowance (99,273) (88,019) Total deferred tax assets, net 65 874 Deferred tax liabilities: Operating lease right-of-use assets (65) (501) Depreciation and amortization — (373) Total deferred tax liabilities (65) (874) Deferred taxes, net $ — $ — |
Schedule of Unrecognized Tax Benefits Activity and Related Information | A summary of the Company’s unrecognized tax benefits activity and related information for the years ended December 31, 2022 and 2021 is presented below (in thousands): Years Ended December 31, 2022 2021 Beginning balance, January 1 $ 2,383 $ 5,433 Gross increases – tax positions in prior period 413 — Gross decreases – tax positions in prior period — (3,050) Lapse of statute of limitations — — Ending balance, December 31 $ 2,796 $ 2,383 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Instruments | For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities were as follows as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 2021 Carrying Fair Value Carrying Fair Value Cash and cash equivalents $ 16,913 $ 16,913 $ 78,691 $ 79,691 Restricted cash 13,829 13,829 4,882 4,882 Notes payable, excluding deferred loan costs 676,298 638,485 687,312 636,836 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The components of the allowance for doubtful accounts are as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 4,723 $ 6,113 Provision for bad debts, net of recoveries 1,159 1,251 Write-offs and other (1) 33 (2,641) Balance at end of year $ 5,915 $ 4,723 (1) For the year ended December 31, 2021 write-offs and other includes $1.7 million for the 18 properties in the process of transitioning legal ownership back to Fannie Mae, $0.1 million for the termination of the Welltower Master Lease Agreements and $0.5 million for the termination of the Healthpeak Master Lease Agreements. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the fair values of derivative assets and liabilities in the consolidated balance sheets as of December 31, 2022 (in thousands). The Company did not have any derivative instruments as of December 31, 2021. December 31, 2022 Derivative Asset Derivative Liability Notional Amount Fair Value Notional Amount Fair Value Interest rate cap ( LIBOR-based ) $ 50,260 $ 542 $ — $ — Interest rate cap ( SOFR-based ) 88,125 2,180 — $ — Total derivatives $ 138,385 $ 2,722 $ — $ — |
Schedule of Derivative Instruments | The following table presents the effect of the derivative instrument on the consolidated statements of operations (in thousands): Twelve months ended December 31, 2022 2021 Derivatives not designated as hedges Interest rate caps Gain (loss) on derivatives not designated as hedges included in interest expense 19 — |
Organization (Detail)
Organization (Detail) | Dec. 31, 2022 seniorHousingCommunity property resident state | Dec. 31, 2021 property |
Real Estate Properties [Line Items] | ||
Number of senior housing communities | 72 | |
Number of states with senior housing communities | state | 18 | |
Aggregate capacity of residents in senior housing communities | resident | 8,000 | |
Wholly Owned Properties | ||
Real Estate Properties [Line Items] | ||
Number of senior housing communities | 62 | |
Managed On Behalf Of Third Parties | ||
Real Estate Properties [Line Items] | ||
Number of senior housing communities | 10 | |
Partially Owned Properties, Transitioning Legal Ownership | ||
Real Estate Properties [Line Items] | ||
Number of senior housing communities | property | 2 | 18 |
Going Concern Uncertainty and R
Going Concern Uncertainty and Related Strategic Cash Preservation Initiatives (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 03, 2021 | Oct. 01, 2021 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Notes payable, excluding deferred loan costs | $ 676,298 | $ 687,312 | |||
Revenues | 238,433 | 234,718 | |||
Proceeds from sale of stock | $ 141,400 | ||||
4.45% 10-Month Term Financing Agreement, Two | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Notes payable, excluding deferred loan costs | $ 1,100 | ||||
Finance agreement interest rate | 5.44% | ||||
Maximum | 4.45% 10-Month Term Financing Agreement, Two | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Finance agreement interest rate | 5.60% | ||||
Minimum | 4.45% 10-Month Term Financing Agreement, Two | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Finance agreement interest rate | 4.45% | ||||
Conversant Investors | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Proceeds from sale of stock | $ 154,800 | ||||
Conversant Investors | Over-Allotment Option | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Proceeds from sale of stock | $ 25,000 | $ 25,000 | |||
Fannie Mae Loan | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Notes payable, excluding deferred loan costs | 31,991 | 31,991 | |||
Notes payable - other | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Debt periodic principal payments | 15,700 | ||||
Debt periodic payments, interest | 30,100 | ||||
Notes payable, excluding deferred loan costs | 1,619 | 2,121 | |||
Other Operating Revenue | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Revenues | $ 1,213 | $ 0 | |||
Subsequent Event | Other Operating Revenue | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Revenues | $ 2,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | Dec. 31, 2022 USD ($) seniorHousingCommunity segment property | Dec. 31, 2021 USD ($) seniorHousingCommunity | Dec. 31, 2020 USD ($) seniorHousingCommunity | Apr. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||||||
Other assets, net | $ 1,837 | $ 1,166 | |||||
Debt service reserve | 13,829 | 14,185 | |||||
Non-cash impairment charge on property and equipment | 1,600 | $ 6,500 | |||||
Number of impaired communities | seniorHousingCommunity | 1 | ||||||
Advertising expense | 1,600 | $ 1,100 | |||||
Resident revenue | 238,433 | 234,718 | |||||
Revenues | $ 238,433 | 234,718 | |||||
Grants receivable | $ 9,100 | $ 8,700 | |||||
Resident receivables due period | 30 days | ||||||
Allowance for doubtful accounts | $ 5,915 | 4,723 | $ 6,113 | ||||
Number of senior housing communities | seniorHousingCommunity | 72 | ||||||
Number of reporting segment | segment | 1 | ||||||
Number of operating segment | segment | 1 | ||||||
Mortgage Debt | Refinance Facility | |||||||
Accounting Policies [Line Items] | |||||||
Other assets, net | $ 1,500 | ||||||
Properties | Geographic Concentration Risk | Texas | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of revenue | 24% | ||||||
Number of senior housing communities | property | 16 | ||||||
Properties | Geographic Concentration Risk | Indiana | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of revenue | 18% | ||||||
Number of senior housing communities | property | 12 | ||||||
Properties | Geographic Concentration Risk | Ohio | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of revenue | 20% | ||||||
Number of senior housing communities | property | 11 | ||||||
Properties | Geographic Concentration Risk | Wisconsin | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of revenue | 10% | ||||||
Number of senior housing communities | property | 8 | ||||||
Housing and support services | |||||||
Accounting Policies [Line Items] | |||||||
Revenues | $ 204,349 | 187,404 | |||||
Community fees | |||||||
Accounting Policies [Line Items] | |||||||
Contract liabilities for deferred fees paid | 3,400 | 3,200 | |||||
Revenues | 1,898 | 1,646 | |||||
Managed community reimbursement revenue | |||||||
Accounting Policies [Line Items] | |||||||
Resident revenue | 27,371 | 40,902 | |||||
Revenues | $ 27,371 | $ 40,902 | |||||
Managed community reimbursement revenue | Revenue Benchmark | Product Concentration Risk | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of revenue | 10% | 9.60% | |||||
Medicaid Program | |||||||
Accounting Policies [Line Items] | |||||||
Number of communities providing services under Medicaid and Medicare programs | seniorHousingCommunity | 28 | 42 | |||||
Medicare Program | |||||||
Accounting Policies [Line Items] | |||||||
Number of communities providing services under Medicaid and Medicare programs | seniorHousingCommunity | 0 | 0 | 0 | ||||
Ancillary services | |||||||
Accounting Policies [Line Items] | |||||||
Revenues | $ 1,243 | $ 1,163 | |||||
Management fees | |||||||
Accounting Policies [Line Items] | |||||||
Resident revenue | 2,359 | 3,603 | |||||
Revenues | $ 2,359 | 3,603 | |||||
BBVA USA | Notes Payable, Noncompliance | |||||||
Accounting Policies [Line Items] | |||||||
Term of extension | 1 year | ||||||
Debt service reserve | $ 900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash and cash equivalents | $ 16,913 | $ 78,691 | |
Restricted cash | 13,829 | 14,185 | |
Total cash, cash equivalents, and restricted cash | 30,742 | 92,876 | $ 32,699 |
Property tax and insurance reserves | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 6,184 | 6,666 | |
Lender reserve | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 1,500 | 900 | |
Capital expenditures reserves | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 2,034 | 2,637 | |
Deposits pursuant to outstanding letters of credit | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 4,111 | $ 3,982 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 238,433 | $ 234,718 |
Housing and support services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 204,349 | 187,404 |
Community fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,898 | 1,646 |
Ancillary services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,243 | 1,163 |
Other Operating Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,213 | 0 |
Resident revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 208,703 | 190,213 |
Management fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,359 | 3,603 |
Managed community reimbursement revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 27,371 | $ 40,902 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic net (loss) income per common share calculation: | ||
Net (loss) income | $ (54,401) | $ 125,607 |
Less: Dividends on Series A Preferred Stock | (2,269) | (718) |
Accrued dividends on Series A convertible preferred stock | (2,300) | 0 |
Less: Remeasurement of Series A Preferred Stock | (13,474) | |
Less: Undistributed earnings to participating securities | 0 | (6,266) |
Net (loss) income attributable to common stockholders | $ (58,970) | $ 105,149 |
Weighted average shares outstanding — basic (in shares) | 6,359 | 2,750 |
Basic net income (loss) per share (in USD per share) | $ (9.27) | $ 38.24 |
Diluted net (loss) income per common share calculation: | ||
Net (loss) income attributable to common stockholders | $ (58,970) | $ 105,149 |
Weighted average shares outstanding — diluted (in shares) | 6,359 | 2,773 |
Diluted net income (loss) per share (in USD per share) | $ (9.27) | $ 37.92 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Shares Excluded From Computation of Net Loss Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Antidilutive shares excluded from earnings per share (in shares) | 2,511,600 | 364,000 |
Series A Preferred Stock (if converted) | ||
Accounting Policies [Line Items] | ||
Antidilutive shares excluded from earnings per share (in shares) | 1,088,700 | 163,800 |
Restricted stock awards | ||
Accounting Policies [Line Items] | ||
Antidilutive shares excluded from earnings per share (in shares) | 381,800 | 26,600 |
Warrants | ||
Accounting Policies [Line Items] | ||
Antidilutive shares excluded from earnings per share (in shares) | 1,031,300 | 163,800 |
Stock options | ||
Accounting Policies [Line Items] | ||
Antidilutive shares excluded from earnings per share (in shares) | 9,800 | 9,800 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) seniorHousingCommunity | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Non-cash impairment charge on property and equipment | $ | $ 1.6 | $ 6.5 |
Number of impaired communities | seniorHousingCommunity | 1 | |
Market Capitalization Rate | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalization rate | 0.0825 |
Significant Transactions (Detai
Significant Transactions (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Feb. 01, 2022 USD ($) seniorHousingCommunity | Nov. 03, 2021 USD ($) $ / shares shares | Oct. 22, 2021 USD ($) | Oct. 01, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 newDirector | Dec. 31, 2022 continuingDirector | Dec. 31, 2022 designee | |
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Proceeds from sale of stock | $ 141,400 | ||||||||
Gain (loss) on extinguishment of debt | $ 200,900 | ||||||||
Transaction and closing costs | 13,400 | $ 0 | $ 13,380 | ||||||
Number of entitled designations to the board of directors | continuingDirector | 3 | ||||||||
Senior Living Communities Located in Indiana | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Number of communities acquired | seniorHousingCommunity | 2 | ||||||||
Purchase price of communities acquired | $ 12,300 | ||||||||
Number of living units in a housing community | seniorHousingCommunity | 157 | ||||||||
Conversant Investors | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Number of entitled designations to the board of directors | newDirector | 4 | ||||||||
Silk | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Number of entitled designations to the board of directors | 2 | 2 | |||||||
Promissory Note Agreement | Secured Debt | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Note principal amount | $ 16,000 | $ 17,300 | |||||||
Increase/decrease of debt | $ 1,300 | ||||||||
Gain (loss) on extinguishment of debt | (1,000) | ||||||||
Private Placement | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | 41,250 | ||||||||
Note Warrant | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | $ 41,250 | ||||||||
Private Placement - Existing Stockholders | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1,133,941 | ||||||||
Proceeds from sale of stock | $ 34,000 | ||||||||
Private Placement - Backstop | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | 38,300 | ||||||||
Convertible Preferred Stock | Private Placement | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | 41,250 | ||||||||
Conversant Investors | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | $ 154,800 | ||||||||
Conversant Investors | Over-Allotment Option | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Proceeds from sale of stock | $ 25,000 | $ 25,000 | |||||||
Conversant Investors | Note Warrant | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Warrant exercise expiration period | 5 years | 5 years | |||||||
Conversant Investors | Convertible Preferred Stock | Private Placement | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 41,250 | 41,250 | |||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | ||||||||
Price per share of stock sold (in USD per share) | $ / shares | 1,000 | ||||||||
Conversant Investors | Common Stock | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 174,675 | ||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 30 | ||||||||
Proceeds from sale of stock | $ 50,500 | ||||||||
Conversant Investors | Common Stock | Private Placement | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1,650,000 | ||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 25 | ||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | ||||||||
Conversant Investors | Common Stock | Note Warrant | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1 | 1 | |||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 40 | ||||||||
Conversant Investors | Common Stock | Private Placement - Existing Stockholders | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1.1 | ||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 30 | ||||||||
Conversant Investors | Common Stock | Private Placement - Backstop | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1,160,806 | ||||||||
Conversant Investors | Common Stock | Private Placement - Backstop Fee | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 174,675 | 174,675 | |||||||
Conversant Investors | Warrants | Note Warrant | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 1,031,250 | ||||||||
Arbiter | Common Stock | Private Placement - Backstop | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 114,911 | ||||||||
Arbiter | Common Stock | Private Placement - Backstop Fee | |||||||||
Dispositions And Other Significant Transactions [Line Items] | |||||||||
Shares issued under agreement (in shares) | shares | 17,292 | 17,292 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Net Property and Equipment and Leasehold Improvements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 968,888 | $ 937,182 |
Less accumulated depreciation and amortization | (353,134) | (315,983) |
Property and equipment, net | 615,754 | 621,199 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 47,476 | 46,069 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 20,053 | 19,146 |
Land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 5 years | |
Land improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 20 years | |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 842,854 | 814,035 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 10 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 40 years | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 53,236 | 52,602 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 5 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 10 years | |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,704 | 2,662 |
Automobiles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 5 years | |
Automobiles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Asset Lives | 7 years | |
Leasehold improvements, and assets under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,899 | 2,276 |
Finance lease assets | 200 | 300 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 666 | $ 392 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Non-cash additions of property, plant and equipment | $ 1,559 | $ 55 |
Non-cash impairment charge on property and equipment | $ 1,600 | $ 6,500 |
Accrued Expenses (Details)
Accrued Expenses (Details) $ in Thousands | Jan. 11, 2023 property | Dec. 31, 2022 USD ($) property seniorHousingCommunity | Dec. 31, 2021 USD ($) | Jul. 31, 2020 seniorHousingCommunity | Jul. 31, 2020 property |
Debt Instrument [Line Items] | |||||
Accrued payroll and employee benefits | $ 13,795 | $ 13,592 | |||
Accrued interest | 9,374 | 7,311 | |||
Accrued taxes | 6,939 | 7,278 | |||
Accrued professional fees | 3,179 | 4,102 | |||
Accrued other expenses | 3,657 | 4,743 | |||
Accrued expenses | $ 36,944 | 37,026 | |||
Number of senior housing communities | seniorHousingCommunity | 72 | ||||
Fannie Mae Loan | |||||
Debt Instrument [Line Items] | |||||
Accrued taxes | $ 4,100 | 2,700 | |||
Fannie Mae Loan | Fannie Mae | |||||
Debt Instrument [Line Items] | |||||
Number of senior housing communities | property | 2 | ||||
Fannie Mae Loan | Subsequent Event | Fannie Mae | |||||
Debt Instrument [Line Items] | |||||
Number of senior housing communities | property | 2 | ||||
Forbearance Agreements | |||||
Debt Instrument [Line Items] | |||||
Accrued taxes | $ 4,100 | $ 2,700 | |||
Forbearance Agreements | Fannie Mae Loan | |||||
Debt Instrument [Line Items] | |||||
Number of senior housing communities | 18 | 18 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Notes payable, excluding deferred loan costs | $ 676,298 | $ 687,312 |
Deferred loan costs, net | 5,267 | 4,201 |
Total notes payable, net | 671,031 | 683,111 |
Less current portion | 46,029 | 69,769 |
Total long-term notes payable, net | $ 625,002 | 613,342 |
Fixed rate mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.60% | |
Notes payable, excluding deferred loan costs | $ 503,312 | 561,006 |
Variable rate mortgage notes (2) | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5.90% | |
Notes payable, excluding deferred loan costs | $ 137,652 | 88,711 |
Notes payable - insurance | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5.40% | |
Notes payable, excluding deferred loan costs | $ 1,724 | 3,483 |
Notes payable - other | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 7.10% | |
Notes payable, excluding deferred loan costs | $ 1,619 | 2,121 |
Fannie Mae Loan | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.60% | |
Notes payable, excluding deferred loan costs | $ 31,991 | $ 31,991 |
Notes Payable - Summary of Aggr
Notes Payable - Summary of Aggregate Scheduled Maturities of Notes (Detail) $ in Thousands | Jan. 11, 2023 property | Dec. 31, 2022 USD ($) property seniorHousingCommunity | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |||
2022 | $ 47,669 | ||
2024 | 152,155 | ||
2025 | 114,285 | ||
2026 | 164,044 | ||
2027 | 3,980 | ||
Thereafter | 194,165 | ||
Total long-term debt | 676,298 | $ 687,312 | |
Current portion of notes payable, net of deferred loan costs | $ 46,029 | $ 69,769 | |
Number of senior housing communities | seniorHousingCommunity | 72 | ||
Fannie Mae Loan | |||
Debt Instrument [Line Items] | |||
Current portion of notes payable, net of deferred loan costs | $ 31,800 | ||
Fannie Mae Loan | Fannie Mae | |||
Debt Instrument [Line Items] | |||
Number of senior housing communities | property | 2 | ||
Fannie Mae Loan | Subsequent Event | Fannie Mae | |||
Debt Instrument [Line Items] | |||
Number of senior housing communities | property | 2 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 11, 2023 USD ($) property | Dec. 13, 2022 USD ($) subsidiaries | Jul. 31, 2020 USD ($) seniorHousingCommunity property | Jul. 08, 2020 property | May 21, 2020 property | May 20, 2020 property loan | May 09, 2020 property loan | May 07, 2020 property loan | Dec. 31, 2022 USD ($) property seniorHousingCommunity | Mar. 31, 2022 USD ($) property | Dec. 31, 2023 property | Dec. 31, 2022 USD ($) property seniorHousingCommunity | Dec. 31, 2021 USD ($) property | Nov. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) | Mar. 01, 2022 USD ($) | Jun. 30, 2021 USD ($) | Aug. 27, 2020 USD ($) | Aug. 26, 2020 USD ($) | Jul. 31, 2020 property | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Property and equipment, net | $ 604,500 | $ 604,500 | ||||||||||||||||||
Unencumbered properties | property | 2 | 2 | ||||||||||||||||||
Unencumbered properties net book value | $ 12,900 | $ 12,900 | ||||||||||||||||||
Other assets, net | 1,837 | 1,837 | $ 1,166 | |||||||||||||||||
Amortization of deferred loan costs | 1,281 | 1,519 | ||||||||||||||||||
Gain (loss) on extinguishment of debt | 200,900 | |||||||||||||||||||
Number of subsidiaries added as borrowers | subsidiaries | 2 | |||||||||||||||||||
Outstanding finance agreement | $ 676,298 | $ 676,298 | 687,312 | |||||||||||||||||
Number of properties | seniorHousingCommunity | 72 | 72 | ||||||||||||||||||
Deferred costs | $ 200 | $ 200 | ||||||||||||||||||
Debt issuance costs incurred | 5,267 | 5,267 | 4,201 | |||||||||||||||||
Total notes payable, net | 671,031 | 671,031 | 683,111 | |||||||||||||||||
Current portion of notes payable | 46,029 | 46,029 | 69,769 | |||||||||||||||||
Accrued taxes | 6,939 | 6,939 | 7,278 | |||||||||||||||||
Deferred financing cost | 11,300 | 11,300 | 11,500 | |||||||||||||||||
Accumulated amortization | 6,000 | 6,000 | $ 7,300 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 36,000 | |||||||||||||||||||
Interest Rate Cap | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable rate at period end | 4% | |||||||||||||||||||
Notional Amount | 138,385 | 138,385 | $ 88,100 | |||||||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable rate at period end | 4% | |||||||||||||||||||
Notional Amount | 50,260 | 50,260 | $ 50,300 | |||||||||||||||||
Secured Overnight Financing Rate Member | Interest Rate Cap | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable rate at period end | 2.25% | |||||||||||||||||||
Notional Amount | 88,125 | 88,125 | $ 88,100 | |||||||||||||||||
Fannie Mae | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties transferred | property | 16 | |||||||||||||||||||
Forbearance Agreements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrued taxes | 4,100 | 4,100 | $ 2,700 | |||||||||||||||||
Healthpeak | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Deferred rent payments | 1,600 | 1,600 | ||||||||||||||||||
Deferred rent, interest | 100 | 100 | ||||||||||||||||||
Hartford Financial Services | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Letters of credit remain outstanding | 4,100 | 4,100 | $ 4,000 | $ 3,400 | ||||||||||||||||
Fannie Mae Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Current portion of notes payable | 31,800 | 31,800 | ||||||||||||||||||
Accrued taxes | $ 4,100 | $ 4,100 | 2,700 | |||||||||||||||||
Fannie Mae Loan | Fannie Mae | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties | property | 2 | 2 | ||||||||||||||||||
Fannie Mae Loan | Fannie Mae | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties | property | 2 | |||||||||||||||||||
Fannie Mae Loan | Forbearance Agreements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties | 18 | 18 | ||||||||||||||||||
Number of properties covered under loan | property | 23 | |||||||||||||||||||
Deferred payments | $ 600 | |||||||||||||||||||
Number of properties under loan default | property | 5 | |||||||||||||||||||
Unpaid loans | $ 3,800 | |||||||||||||||||||
Berkadia | Fannie Mae Loan | Forbearance Agreements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties covered under loan | property | 20 | |||||||||||||||||||
Number of mortgage loans | loan | 23 | |||||||||||||||||||
Wells Fargo | Fannie Mae Loan | Forbearance Agreements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties covered under loan | property | 1 | |||||||||||||||||||
Number of mortgage loans | loan | 1 | |||||||||||||||||||
KeyBank | Fannie Mae Loan | Forbearance Agreements | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties covered under loan | property | 2 | |||||||||||||||||||
Number of mortgage loans | loan | 3 | |||||||||||||||||||
Protective Life Insurance Company | Loans Payable | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties covered under loan | property | 10 | |||||||||||||||||||
Deferred payments | $ 7,200 | |||||||||||||||||||
Protective Life Insurance Company | Loans Payable | Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties covered under loan | property | 6 | |||||||||||||||||||
Protective Life Insurance Company | Accrued Liabilities, Current | Loans Payable | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Deferred payments | 2,600 | |||||||||||||||||||
Protective Life Insurance Company | Notes And Loans Payable, Current | Loans Payable | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Deferred payments | 4,600 | |||||||||||||||||||
Fixed rate mortgage notes payable | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Outstanding finance agreement | $ 503,312 | $ 503,312 | 561,006 | |||||||||||||||||
Fixed rate mortgage notes payable | London Interbank Offered Rate (LIBOR) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable rate at period end | 4.40% | 4.40% | ||||||||||||||||||
Debt instrument variable interest rate | 2.14% | |||||||||||||||||||
Fixed rate mortgage notes payable | Secured Overnight Financing Rate Member | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument variable rate at period end | 4.30% | 4.30% | ||||||||||||||||||
Debt instrument variable interest rate | 3.50% | |||||||||||||||||||
Fixed rate mortgage notes payable | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate effective percentage | 3.60% | 3.60% | ||||||||||||||||||
Fixed rate mortgage notes payable | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate effective percentage | 6.30% | 6.30% | ||||||||||||||||||
Notes payable - insurance | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Outstanding finance agreement | $ 1,724 | $ 1,724 | $ 3,483 | |||||||||||||||||
Refinance Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Deferred financing costs, net | $ 2,200 | |||||||||||||||||||
Amortization of deferred loan costs | 400 | |||||||||||||||||||
Refinance Facility | Mortgage Debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of properties securing loan | property | 10 | |||||||||||||||||||
Finance agreement amount | $ 88,100 | $ 80,000 | ||||||||||||||||||
Delayed loan amount | 10,000 | |||||||||||||||||||
Uncommitted loan amount available | 40,000 | |||||||||||||||||||
Minimum tangible net worth covenant | 150,000 | |||||||||||||||||||
Minimum liquidity covenant | 13,000 | |||||||||||||||||||
Other assets, net | $ 1,500 | |||||||||||||||||||
Deferred financing costs, net | 200 | 200 | ||||||||||||||||||
Gain (loss) on extinguishment of debt | 600 | |||||||||||||||||||
Increase/decrease of debt | $ (8,100) | |||||||||||||||||||
Refinance Facility | Mortgage Debt | Covenant Achievement, Scenario One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Limited payment guaranty percentage | 0.33 | |||||||||||||||||||
Refinance Facility | Mortgage Debt | Covenant Achievement, Scenario Two | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Limited payment guaranty percentage | 0.25 | |||||||||||||||||||
Refinance Facility | Mortgage Debt | Covenant Achievement, Scenario Three | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Limited payment guaranty percentage | 0.10 | |||||||||||||||||||
4.60%, 10-Month Term Financing Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Finance agreement amount | $ 1,700 | |||||||||||||||||||
Outstanding finance agreement | 500 | 500 | ||||||||||||||||||
4.45% 10-Month Term Financing Agreement, One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Finance agreement amount | 1,700 | 1,700 | $ 300 | |||||||||||||||||
Outstanding finance agreement | 100 | 100 | ||||||||||||||||||
4.45% 10-Month Term Financing Agreement, Two | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Finance agreement amount | 1,100 | 1,100 | ||||||||||||||||||
Outstanding finance agreement | $ 1,100 | $ 1,100 | ||||||||||||||||||
Finance agreement interest rate | 5.44% | 5.44% | ||||||||||||||||||
Finance agreement term | 10 months | |||||||||||||||||||
4.45% 10-Month Term Financing Agreement, Two | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Finance agreement interest rate | 4.45% | 4.45% | ||||||||||||||||||
4.45% 10-Month Term Financing Agreement, Two | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Finance agreement interest rate | 5.60% | 5.60% |
Securities Financing - Narrativ
Securities Financing - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Nov. 03, 2021 USD ($) $ / shares shares | Oct. 01, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 newDirector | Dec. 31, 2022 continuingDirector | Dec. 31, 2022 | Dec. 31, 2022 member | Dec. 31, 2022 designee | Dec. 31, 2022 boardSeat | Jun. 08, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | $ 141,400 | |||||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
Common stock, par value (in USD per share) | $ / shares | 0.01 | $ 0.01 | ||||||||||
Liquidation preference per share (in USD per share) | $ / shares | $ 1,000 | |||||||||||
Annual dividend rate | 11% | |||||||||||
Accrued dividends | $ 700 | |||||||||||
Liquidation preference percentage | 1 | |||||||||||
Number of entitled designations to the board of directors | continuingDirector | 3 | |||||||||||
Transaction and closing costs | 13,400 | $ 0 | 13,380 | |||||||||
Other non-cash | $ 0 | 4,600 | ||||||||||
Non-cash stock-based compensation | $ 13,474 | |||||||||||
Conversant Investors | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of entitled designations to the board of directors | newDirector | 4 | |||||||||||
Conversant Investors | Scenario One | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of entitled designations to the board of directors | member | 4 | |||||||||||
Conversant Investors | Scenario Four | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of entitled designations to the board of directors | designee | 1 | |||||||||||
Conversant Investors | Scenario Five | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of entitled designations to the board of directors | boardSeat | 5 | |||||||||||
Period before entitlement of additional number of designations to the board of directors | 3 years 6 months | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Minimum | Scenario One | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 33% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Minimum | Scenario Two | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 15% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Minimum | Scenario Three | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 20% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Minimum | Scenario Four | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 5% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Minimum | Scenario Five | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 50% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Maximum | Scenario Two | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 33% | |||||||||||
Conversant Investors | Sonida Senior Living, Inc. | Maximum | Scenario Four | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 15% | |||||||||||
Silk | ||||||||||||
Equity [Line Items] | ||||||||||||
Number of entitled designations to the board of directors | 2 | 2 | ||||||||||
Silk | Sonida Senior Living, Inc. | Minimum | ||||||||||||
Equity [Line Items] | ||||||||||||
Ownership percentage | 5% | |||||||||||
Promissory Note Agreement | Secured Debt | ||||||||||||
Equity [Line Items] | ||||||||||||
Repayments of debt | 16,000 | |||||||||||
Private Placement | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | 41,250 | |||||||||||
Note Warrant | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | 41,250 | |||||||||||
Private Placement - Existing Stockholders | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | $ 34,000 | |||||||||||
Shares issued under agreement (in shares) | shares | 1,133,941 | |||||||||||
Private Placement - Backstop | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | $ 38,300 | |||||||||||
Convertible Preferred Stock | ||||||||||||
Equity [Line Items] | ||||||||||||
Conversion threshold, percentage | 1.50 | |||||||||||
Conversion threshold, consecutive trading days | 30 days | |||||||||||
Convertible Preferred Stock | Private Placement | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | 41,250 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Equity [Line Items] | ||||||||||||
Dividends payable | $ 1,100 | $ 1,100 | ||||||||||
Undeclared dividends on Series A Preferred Stock | $ 2,300 | |||||||||||
Conversant Investors | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | $ 154,800 | |||||||||||
Conversant Investors | Note Warrant | ||||||||||||
Equity [Line Items] | ||||||||||||
Warrant exercise expiration period | 5 years | 5 years | ||||||||||
Conversant Investors | Convertible Preferred Stock | Private Placement | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 41,250 | 41,250 | ||||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | |||||||||||
Price per share of stock sold (in USD per share) | $ / shares | 1,000 | |||||||||||
Conversant Investors | Common Stock | ||||||||||||
Equity [Line Items] | ||||||||||||
Proceeds from sale of stock | $ 50,500 | |||||||||||
Shares issued under agreement (in shares) | shares | 174,675 | |||||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 30 | |||||||||||
Conversant Investors | Common Stock | Private Placement | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 1,650,000 | |||||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 25 | |||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | |||||||||||
Conversant Investors | Common Stock | Note Warrant | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 1 | 1 | ||||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 40 | |||||||||||
Conversant Investors | Common Stock | Private Placement - Existing Stockholders | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 1.1 | |||||||||||
Price per share of stock sold (in USD per share) | $ / shares | $ 30 | |||||||||||
Conversant Investors | Common Stock | Private Placement - Backstop | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 1,160,806 | |||||||||||
Conversant Investors | Common Stock | Private Placement - Backstop Fee | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 174,675 | 174,675 | ||||||||||
Conversant Investors | Warrants | Note Warrant | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 1,031,250 | |||||||||||
Arbiter | Common Stock | Private Placement - Backstop | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 114,911 | |||||||||||
Arbiter | Common Stock | Private Placement - Backstop Fee | ||||||||||||
Equity [Line Items] | ||||||||||||
Shares issued under agreement (in shares) | shares | 17,292 | 17,292 |
Securities Financing - Schedule
Securities Financing - Schedule of Changes To Convertible Preferred Stock (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Series A Preferred Stock | ||
Balance at beginning of period (in shares) | 41 | |
Balance at beginning of period | $ 41,250 | |
Issuance of Series A Preferred stock, net of transaction costs (in shares) | 41 | |
Issuance of Series A Preferred Stock, net of transaction costs | $ 27,776 | |
Remeasurement of Series A Preferred Stock (in shares) | 0 | |
Remeasurement of Series A Preferred Stock | $ 13,474 | |
Dividends accrued not paid (in shares) | 0 | |
Accrued dividends on Series A convertible preferred stock | $ 2,300 | |
Balance at end of period (in shares) | 41 | 41 |
Balance at end of period | $ 43,550 | $ 41,250 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 USD ($) tranche $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 shares | Oct. 22, 2021 shares | May 14, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Authorized shares of common stock (in shares) | 797,699 | 150,000 | ||||
Shares excluded from minimum vesting provision (in shares) | 257,000 | |||||
Options granted (in shares) | 0 | 0 | ||||
Stock options outstanding (in shares) | 9,816 | 9,816 | 9,816 | |||
Stock options outstanding, intrinsic value | $ | $ 0 | $ 0 | $ 0 | |||
Stock options outstanding, weighted-average remaining contractual life | 6 years | 6 years | ||||
Stock options outstanding, weighted average exercise price (in USD per share) | $ / shares | $ 111.90 | $ 111.90 | $ 111.90 | |||
Unrecognized compensation expense | $ | $ 0 | |||||
Stock-based compensation expense | $ | 4,300,000 | $ 2,800,000 | ||||
Unrecognized stock based compensation expense | $ | 3,900,000 | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 0 | $ 100,000 | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Units granted (in shares) | 8,739 | 9,954 | ||||
Weighted average grant date fair value per share of units granted (in USD per share) | $ / shares | $ 26.50 | $ 52.75 | ||||
Intrinsic value of units granted | $ | $ 500,000 | $ 200,000 | $ 500,000 | |||
Units outstanding (in shares) | 12,816 | 8,739 | 12,816 | 0 | ||
Time Based Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, recognition period | 3 years | |||||
Units granted (in shares) | 70,101 | 51,982 | ||||
Weighted average grant date fair value per share of units granted (in USD per share) | $ / shares | $ 28.14 | $ 32.66 | ||||
Units outstanding (in shares) | 112,319 | 81,128 | 112,319 | 13,292 | ||
Performance Based Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (in shares) | 87,674 | 60,618 | ||||
Weighted average grant date fair value per share of units granted (in USD per share) | $ / shares | $ 28.47 | $ 36.42 | ||||
Incremental stock-based expense | $ | $ 0 | |||||
Units outstanding (in shares) | 0 | 52,619 | 0 | 7,395 | ||
Market Based Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, recognition period | 5 years | |||||
Units granted (in shares) | 60,039 | 188,411 | ||||
Weighted average grant date fair value per share of units granted (in USD per share) | $ / shares | $ 23.19 | $ 28.20 | ||||
Incremental stock-based expense | $ | $ 0 | |||||
Units outstanding (in shares) | 188,411 | 171,350 | 188,411 | 12,816 | ||
Market Based Restricted Stock Awards | Conversant Investors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of tranches for shares issued | tranche | 3 | |||||
Vesting threshold, consecutive trading days | 15 days | |||||
Minimum | Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Minimum | Time Based Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Minimum | Performance Based Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Maximum | Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Maximum | Time Based Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Maximum | Performance Based Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 12,816 | 0 |
Granted (in shares) | 8,739 | 9,954 |
Converted (in shares) | 12,816 | |
Vested (in shares) | (12,816) | (9,954) |
Non-vested shares at end of period (in shares) | 8,739 | 12,816 |
Weighted Average Grant-Date Fair Value | ||
Non-vested shares at beginning of period (in USD per share) | $ 102.20 | $ 0 |
Granted (in USD per share) | 26.50 | 52.75 |
Converted (in USD per share) | 102.20 | |
Vested (in USD per share) | 102.20 | 52.75 |
Non-vested shares at end of period (in USD per share) | $ 26.50 | $ 102.20 |
Time Based Restricted Stock Awards | ||
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 112,319 | 13,292 |
Granted (in shares) | 70,101 | 51,982 |
Forfeited/cancelled (in shares) | (79,327) | (3,079) |
Converted (in shares) | 65,366 | |
Vested (in shares) | (21,965) | (15,242) |
Non-vested shares at end of period (in shares) | 81,128 | 112,319 |
Weighted Average Grant-Date Fair Value | ||
Non-vested shares at beginning of period (in USD per share) | $ 39.51 | $ 117.90 |
Granted (in USD per share) | 28.14 | 32.66 |
Forfeited/cancelled (in USD per share) | 34.99 | 111.67 |
Converted (in USD per share) | 37.62 | |
Vested (in USD per share) | 51.97 | 85.43 |
Non-vested shares at end of period (in USD per share) | $ 30.75 | $ 39.51 |
Performance Based Stock Awards | ||
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 0 | 7,395 |
Granted (in shares) | 87,674 | 60,618 |
Forfeited/cancelled (in shares) | (35,055) | (2,647) |
Converted (in shares) | 65,366 | |
Non-vested shares at end of period (in shares) | 52,619 | 0 |
Weighted Average Grant-Date Fair Value | ||
Non-vested shares at beginning of period (in USD per share) | $ 0 | $ 94.34 |
Granted (in USD per share) | 28.47 | 36.42 |
Forfeited/cancelled (in USD per share) | 31.58 | 162 |
Converted (in USD per share) | 37.62 | |
Non-vested shares at end of period (in USD per share) | $ 26.40 | $ 0 |
Market Based Restricted Stock Awards | ||
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 188,411 | 12,816 |
Granted (in shares) | 60,039 | 188,411 |
Forfeited/cancelled (in shares) | (77,100) | |
Converted (in shares) | 12,816 | |
Non-vested shares at end of period (in shares) | 171,350 | 188,411 |
Weighted Average Grant-Date Fair Value | ||
Non-vested shares at beginning of period (in USD per share) | $ 28.20 | $ 102.20 |
Granted (in USD per share) | 23.19 | 28.20 |
Forfeited/cancelled (in USD per share) | 27.02 | |
Converted (in USD per share) | 102.20 | |
Non-vested shares at end of period (in USD per share) | $ 26.97 | $ 28.20 |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 86 | 583 |
Deferred: | ||
Federal | 0 | 0 |
Provision for income taxes | $ 86 | $ 583 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes by Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax (benefit) provision at federal statutory rates | $ (11,407) | $ 26,496 |
State income tax (benefit) provision, net of federal effects | (716) | 3,814 |
Change in deferred tax asset valuation allowance | 11,253 | (31,819) |
Other | 956 | 2,092 |
Provision for income taxes | $ 86 | $ 583 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Tax on modified gross revenues | $ 956 | $ 2,092 | |
Permanent tax differences shortfall from stock compensation | 500 | 400 | |
Permanent tax differences, Section 162(m) compensation limitation | 500 | 1,200 | |
Permanent tax differences, deferred payroll tax penalty | 300 | ||
Valuation allowance recorded | 99,273 | 88,019 | |
Adjustments to valuation allowance | (11,300) | 31,800 | |
Deferred tax assets related to federal and state net operating loss carry forwards | 74,600 | 13,000 | |
Unrecognized tax benefits | 2,796 | 2,383 | $ 5,433 |
Domestic Tax Authority And State And Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 355,300 | $ 283,400 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Lease liabilities | $ 413 | $ 590 |
Net operating loss carryforward | 84,899 | 73,605 |
Compensation costs | 2,491 | 2,446 |
Depreciation and amortization | 9 | 0 |
Other | 11,526 | 12,252 |
Total deferred tax assets | 99,338 | 88,893 |
Deferred tax asset valuation allowance | (99,273) | (88,019) |
Total deferred tax assets, net | 65 | 874 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (65) | (501) |
Depreciation and amortization | 0 | (373) |
Total deferred tax liabilities | (65) | (874) |
Deferred taxes, net | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Activity and Related Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit, at beginning of period | $ 2,383 | $ 5,433 |
Gross increases – tax positions in prior period | 413 | 0 |
Gross decreases – tax positions in prior period | 0 | (3,050) |
Lapse of statute of limitations | 0 | 0 |
Unrecognized tax benefit, at end of period | $ 2,796 | $ 2,383 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual obligation | $ 5.4 |
Fair Value - Carrying Amounts a
Fair Value - Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 13,829 | $ 14,185 |
Total notes payable, net | 671,031 | 683,111 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 16,913 | 78,691 |
Restricted cash | 13,829 | 4,882 |
Total notes payable, net | 676,298 | 687,312 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 16,913 | 79,691 |
Restricted cash | 13,829 | 4,882 |
Total notes payable, net | $ 638,485 | $ 636,836 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-cash impairment charge on property and equipment | $ 1,600 | $ 6,500 | |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Property and equipment, net | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-cash impairment charge on property and equipment | $ 6,500 | ||
Fair value of impaired property and equipment | 900 | $ 14,000 | |
Interest Rate Cap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional Amount | 138,385 | $ 88,100 | |
Fair Value | $ 2,722 | ||
Market Capitalization Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range of discount rates utilized | 0.0825 | ||
Market Capitalization Rate | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range of discount rates utilized | 0.0825 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) seniorHousingCommunity property | Dec. 31, 2021 USD ($) property | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 4,723 | $ 6,113 |
Provision for bad debts, net of recoveries | 1,159 | 1,251 |
Write-offs and other | 33 | (2,641) |
Balance at end of year | $ 5,915 | 4,723 |
Number of senior housing communities | seniorHousingCommunity | 72 | |
Fannie Mae Loan | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Write-offs and other | (1,700) | |
Welltower | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Write-offs and other | (100) | |
Healthpeak | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Write-offs and other | $ (500) | |
Partially Owned Properties, Transitioning Legal Ownership | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Number of senior housing communities | property | 2 | 18 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative - (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2022 | |
Interest rate caps | |||||
Payment for derivative instruments | $ 2,703 | $ 0 | |||
Interest Rate Cap | |||||
Interest rate caps | |||||
Notional Amount | $ 88,100 | 138,385 | |||
Debt instrument variable rate at period end | 4% | ||||
Interest Rate Cap | London Interbank Offered Rate (LIBOR) | |||||
Interest rate caps | |||||
Notional Amount | 50,260 | $ 50,300 | |||
Debt instrument variable rate at period end | 4% | ||||
Interest rate cap agreement term | 24 months | ||||
Interest Rate Cap | Secured Overnight Financing Rate Member | |||||
Interest rate caps | |||||
Notional Amount | $ 88,100 | $ 88,125 | |||
Debt instrument variable rate at period end | 2.25% | ||||
Interest rate cap agreement term | 12 months | ||||
Payment for derivative instruments | $ 2,400 |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - Interest Rate Cap - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 30, 2022 | Mar. 01, 2022 |
Interest rate caps | |||
Notional Amount | $ 138,385 | $ 88,100 | |
Fair Value | 2,722 | ||
London Interbank Offered Rate (LIBOR) | |||
Interest rate caps | |||
Notional Amount | 50,260 | $ 50,300 | |
Fair Value | 542 | ||
Secured Overnight Financing Rate Member | |||
Interest rate caps | |||
Notional Amount | 88,125 | $ 88,100 | |
Fair Value | $ 2,180 |
Derivatives and Hedging - Sch_2
Derivatives and Hedging - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Interest Rate Cap | Interest Expense | ||
Interest rate caps | ||
Gain (loss) on derivatives not designated as hedges included in interest expense | $ 19 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 11, 2023 USD ($) property | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) property seniorHousingCommunity | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | |
Subsequent Event [Line Items] | |||||
Number of senior housing communities | seniorHousingCommunity | 72 | ||||
Notes payable, current | $ 31,800 | ||||
Deferred financing costs | 200 | ||||
Accrued interest | 4,100 | ||||
Gain (loss) on extinguishment of debt | $ 200,900 | ||||
Revenues | 238,433 | 234,718 | |||
Other Operating Revenue | |||||
Subsequent Event [Line Items] | |||||
Revenues | $ 1,213 | $ 0 | |||
Fannie Mae Loan | Fannie Mae | |||||
Subsequent Event [Line Items] | |||||
Number of senior housing communities | property | 2 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Gain (loss) on extinguishment of debt | $ 36,000 | ||||
Subsequent Event | Non Recourse Mortgage Loans | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, debt default, amount | $ 70,000 | ||||
Subsequent Event | Other Operating Revenue | |||||
Subsequent Event [Line Items] | |||||
Revenues | $ 2,000 | ||||
Subsequent Event | Fannie Mae Loan | Fannie Mae | |||||
Subsequent Event [Line Items] | |||||
Number of senior housing communities | property | 2 |