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Brookdale Senior Living (BKD)

Filed: 6 Aug 21, 4:24pm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-32641

BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Delaware20-3068069
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
111 Westwood Place,Suite 400,Brentwood,Tennessee37027
(Address of principal executive offices)(Zip Code)

(Registrant's telephone number, including area code)                    (615) 221-2250

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareBKDNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No

As of August 4, 2021, 185,304,026 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding restricted stock and restricted stock units).

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TABLE OF CONTENTS
BROOKDALE SENIOR LIVING INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2021


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PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements
BROOKDALE SENIOR LIVING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except stock amounts)
June 30,
2021
December 31,
2020
Assets(Unaudited)
Current assets
Cash and cash equivalents$280,675 $380,420 
Marketable securities99,977 172,905 
Restricted cash30,766 28,059 
Accounts receivable, net52,906 109,221 
Assets held for sale238,357 16,061 
Prepaid expenses and other current assets, net78,250 66,937 
Total current assets780,931 773,603 
Property, plant and equipment and leasehold intangibles, net4,984,864 5,068,060 
Operating lease right-of-use assets706,357 788,138 
Restricted cash74,461 56,669 
Investment in unconsolidated ventures8,190 4,898 
Goodwill27,321 154,131 
Other assets, net20,825 56,259 
Total assets$6,602,949 $6,901,758 
Liabilities and Equity
Current liabilities
Current portion of long-term debt$218,332 $68,885 
Current portion of financing lease obligations21,055 19,543 
Current portion of operating lease obligations143,053 146,226 
Trade accounts payable74,558 71,233 
Liabilities held for sale102,545 
Accrued expenses269,926 287,851 
Refundable fees and deferred revenue67,853 96,995 
Total current liabilities897,322 690,733 
Long-term debt, less current portion3,655,441 3,847,103 
Financing lease obligations, less current portion536,720 543,764 
Operating lease obligations, less current portion761,587 819,429 
Deferred tax liability8,853 9,557 
Other liabilities126,891 188,443 
Total liabilities5,986,814 6,099,029 
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2021 and December 31, 2020; 0 shares issued and outstanding
Common stock, $0.01 par value, 400,000,000 shares authorized at June 30, 2021 and December 31, 2020; 197,666,451 and 198,331,663 shares issued and 187,138,926 and 187,804,138 shares outstanding (including 1,907,463 and 4,349,421 unvested restricted shares), respectively1,977 1,983 
Additional paid-in-capital4,217,728 4,212,409 
Treasury stock, at cost; 10,527,525 shares at June 30, 2021 and December 31, 2020(102,774)(102,774)
Accumulated deficit(3,503,054)(3,311,184)
Total Brookdale Senior Living Inc. stockholders' equity613,877 800,434 
Noncontrolling interest2,258 2,295 
Total equity616,135 802,729 
Total liabilities and equity$6,602,949 $6,901,758 

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Revenue
Resident fees$673,978 $731,629 $1,338,328 $1,514,336 
Management fees4,998 6,076 13,564 114,791 
Reimbursed costs incurred on behalf of managed communities43,008 101,511 108,802 224,228 
Other operating income1,308 26,693 12,043 26,693 
Total revenue and other operating income723,292 865,909 1,472,737 1,880,048 
Expense
Facility operating expense (excluding facility depreciation and amortization of $77,921, $86,971, $155,195, and $171,272, respectively)550,846 606,034 1,107,158 1,194,516 
General and administrative expense (including non-cash stock-based compensation expense of $4,527, $6,119, $9,310, and $12,076, respectively)52,400 52,518 102,343 107,113 
Facility operating lease expense43,864 62,379 88,282 126,860 
Depreciation and amortization83,591 93,154 167,482 183,892 
Asset impairment2,078 10,290 12,755 88,516 
Costs incurred on behalf of managed communities43,008 101,511 108,802 224,228 
Total operating expense775,787 925,886 1,586,822 1,925,125 
Income (loss) from operations(52,495)(59,977)(114,085)(45,077)
Interest income341 2,243 762 3,698 
Interest expense:
Debt(35,425)(38,974)(70,776)(80,737)
Financing lease obligations(11,492)(11,892)(22,875)(25,174)
Amortization of deferred financing costs and debt discount(2,140)(1,556)(4,013)(2,871)
Gain (loss) on debt modification and extinguishment, net(157)19,024 
Equity in earnings (loss) of unconsolidated ventures13,946 438 13,415 (570)
Gain (loss) on sale of assets, net(79)(1,029)1,033 371,810 
Other non-operating income (loss)2,948 988 4,592 3,650 
Income (loss) before income taxes(84,396)(109,916)(191,947)243,753 
Benefit (provision) for income taxes792 (8,504)40 7,324 
Net income (loss)(83,604)(118,420)(191,907)251,077 
Net (income) loss attributable to noncontrolling interest19 19 37 37 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$(83,585)$(118,401)$(191,870)$251,114 
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:
Basic$(0.45)$(0.65)$(1.04)$1.37 
Diluted$(0.45)$(0.65)$(1.04)$1.37 
Weighted average common shares outstanding:
Basic185,182 183,178 184,600 183,682 
Diluted185,182 183,178 184,600 183,862 

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited, in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020
Total equity, balance at beginning of period$695,107 $1,052,230 $802,729 $698,725 
Common stock:
Balance at beginning of period$1,978 $1,985 $1,983 $1,996 
Issuance of common stock under Associate Stock Purchase Plan
Restricted stock and restricted stock units, net(1)(1)(7)
Shares withheld for employee taxes(7)(6)
Balance at end of period$1,977 $1,984 $1,977 $1,984 
Additional paid-in-capital:
Balance at beginning of period$4,213,095 $4,174,356 $4,212,409 $4,172,099 
Non-cash stock-based compensation expense4,527 6,119 9,310 12,076 
Issuance of common stock under Associate Stock Purchase Plan213 437 168 
Restricted stock and restricted stock units, net(1)
Shares withheld for employee taxes(115)(59)(4,437)(3,951)
Other, net19 10 37 
Balance at end of period$4,217,728 $4,180,436 $4,217,728 $4,180,436 
Treasury stock:
Balance at beginning of period$(102,774)$(102,774)$(102,774)$(84,651)
Purchase of treasury stock(18,123)
Balance at end of period$(102,774)$(102,774)$(102,774)$(102,774)
Accumulated deficit:
Balance at beginning of period$(3,419,469)$(3,023,688)$(3,311,184)$(3,393,088)
Cumulative effect of change in accounting principle(115)
Net income (loss)(83,585)(118,401)(191,870)251,114 
Balance at end of period$(3,503,054)$(3,142,089)$(3,503,054)$(3,142,089)
Noncontrolling interest:
Balance at beginning of period$2,277 $2,351 $2,295 $2,369 
Net income (loss) attributable to noncontrolling interest(19)(19)(37)(37)
Balance at end of period$2,258 $2,332 $2,258 $2,332 
Total equity, balance at end of period$616,135 $939,889 $616,135 $939,889 
Common stock share activity
Outstanding shares of common stock:
Balance at beginning of period187,230 188,012 187,804 192,129 
Issuance of common stock under Associate Stock Purchase Plan30 73 61 
Restricted stock and restricted stock units, net(104)(75)23 (579)
Shares withheld for employee taxes(17)(17)(761)(628)
Purchase of treasury stock(3,063)
Balance at end of period187,139 187,920 187,139 187,920 

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended June 30,
20212020
Cash Flows from Operating Activities
Net income (loss)$(191,907)$251,077 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net(19,024)
Depreciation and amortization, net171,495 186,763 
Asset impairment12,755 88,516 
Equity in (earnings) loss of unconsolidated ventures(13,415)570 
Distributions from unconsolidated ventures from cumulative share of net earnings5,355 
Amortization of entrance fees(876)(925)
Proceeds from deferred entrance fee revenue2,298 85 
Deferred income tax (benefit) provision(704)(15,253)
Operating lease expense adjustment(9,990)(14,954)
Loss (gain) on sale of assets, net(1,033)(371,810)
Non-cash stock-based compensation expense9,310 12,076 
Other(4,007)(1,800)
Changes in operating assets and liabilities:
Accounts receivable, net(1,267)12,995 
Prepaid expenses and other assets, net1,605 20,162 
Prepaid insurance premiums financed with notes payable(8,785)(11,664)
Trade accounts payable and accrued expenses2,131 (18,692)
Refundable fees and deferred revenue(8,918)80,688 
Operating lease assets and liabilities for lessor capital expenditure reimbursements15,506 10,509 
Net cash provided by (used in) operating activities(20,447)209,319 
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net(75)3,304 
Purchase of marketable securities(119,914)(149,236)
Sale and maturities of marketable securities192,995 108,750 
Capital expenditures, net of related payables(79,538)(112,863)
Acquisition of assets, net of related payables and cash received(446,688)
Investment in unconsolidated ventures(5,359)(356)
Proceeds from sale of assets, net9,646 300,539 
Proceeds from notes receivable1,140 
Net cash provided by (used in) investing activities(2,245)(295,410)
Cash Flows from Financing Activities
Proceeds from debt21,022 473,460 
Repayment of debt and financing lease obligations(72,970)(303,920)
Proceeds from line of credit166,381 
Purchase of treasury stock, net of related payables(18,123)
Payment of financing costs, net of related payables(172)(7,469)
Payments of employee taxes for withheld shares(4,444)(3,951)
Other10 146 
Net cash provided by (used in) financing activities(56,554)306,524 
Net increase (decrease) in cash, cash equivalents, and restricted cash(79,246)220,433 
Cash, cash equivalents, and restricted cash at beginning of period465,148 301,697 
Cash, cash equivalents, and restricted cash at end of period$385,902 $522,130 

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  Description of Business

Brookdale Senior Living Inc. ("Brookdale" or the "Company") is an operator of 685 senior living communities throughout the United States. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company's senior living communities and its comprehensive network of services help to provide seniors with care and services to support their lifestyle in an environment that feels like home.

The Company has 5 reportable segments: Independent Living; Assisted Living and Memory Care; CCRCs; Health Care Services; and Management Services. On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment, as described in Note 4. The accompanying unaudited condensed consolidated financial statements include the financial position, results of operations, and cash flows of the Health Care Services segment. For periods beginning July 1, 2021, the Company expects that the results and financial position of its Health Care Services segment will be deconsolidated from its consolidated financial statements and its 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting.

2.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.

Use of Estimates

The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates.

Lease Accounting

The Company, as lessee, recognizes a right-of-use asset and a lease liability on the Company's condensed consolidated balance sheet for its community, office, and equipment leases. As of the commencement date of a lease, a lease liability and corresponding right-of-use asset is established on the Company's condensed consolidated balance sheet at the present value of

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future minimum lease payments. The Company's community leases generally contain fixed annual rent escalators or annual rent escalators based on an index, such as the consumer price index. The future minimum lease payments recognized on the condensed consolidated balance sheet include fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate on the lease commencement date. The Company recognizes lease expense as incurred for additional variable payments. For the Company's leases that do not contain an implicit rate, the Company utilizes its estimated incremental borrowing rate to determine the present value of lease payments based on information available at commencement of the lease. The Company's estimated incremental borrowing rate reflects the fixed rate at which the Company could borrow a similar amount for the same term on a collateralized basis. The Company elected the short-term lease exception policy which permits leases with an initial term of 12 months or less to not be recorded on the Company's condensed consolidated balance sheet and instead to be recognized as lease expense as incurred.

The Company, as lessee, makes a determination with respect to each of its community, office, and equipment leases as to whether each should be accounted for as an operating lease or financing lease. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements.

Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of right-of-use assets are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset, calculated utilizing the lowest level of identifiable cash flows. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying amount, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates and estimated lease coverage ratios (Level 3).

Operating Leases

The Company recognizes operating lease expense for actual rent paid, generally plus or minus a straight-line adjustment for estimated minimum lease escalators if applicable. The right-of-use asset is generally reduced each period by an amount equal to the difference between the operating lease expense and the amount of expense on the lease liability utilizing the effective interest method. Subsequent to the impairment of an operating lease right-of-use asset, the Company recognizes operating lease expense consisting of the reduction of the right-of-use asset on a straight-line basis over the remaining lease term and the amount of expense on the lease liability utilizing the effective interest method.

Financing Leases

Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold intangibles, net on the Company's condensed 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 unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life.

Sale-Leaseback Transactions

For transactions in which an owned community is sold and leased back from the buyer (sale-leaseback transactions), the Company recognizes an asset sale and lease accounting is applied if the Company has transferred control of the community. For such transactions, the Company removes the transferred assets from the condensed consolidated balance sheet and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the transaction price for the sale transaction.

For sale‑leaseback transactions in which the Company has not transferred control of the underlying asset, the Company does not recognize an asset sale or derecognize the underlying asset until control is transferred. For such transactions, the Company recognizes the underlying assets within assets under financing leases as a component of property, plant and equipment and leasehold intangibles, net on the condensed consolidated balance sheets and continues to depreciate the assets over their useful lives.


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Additionally, the Company accounts for any amounts received as a financing lease liability and the Company recognizes interest expense on the financing lease liability utilizing the effective interest method with the interest expense limited to an amount that is not greater than the cash payments on the financing lease liability over the term of the lease.

Property, Plant and Equipment and Leasehold Intangibles, Net

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. 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 is required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods, and estimated capitalization rates (Level 3).

Goodwill

The Company tests goodwill for impairment annually during the fourth quarter or more frequently if indicators of impairment arise. Factors the Company considers important in its analysis of whether an indicator of impairment exists include a significant decline in the Company's stock price or market capitalization for a sustained period since the last testing date, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If so, the Company performs a quantitative goodwill impairment test based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying amount. The fair values used in the quantitative goodwill impairment test are estimated using Level 3 inputs based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates, and discount rates. The Company also considers market-based measures such as earnings multiples in its analysis of estimated fair values of its reporting units. If the quantitative goodwill impairment test results in a reporting unit's carrying amount exceeding its estimated fair value, an impairment charge will be recorded based on the difference, with the impairment charge limited to the amount of goodwill allocated to the reporting unit.

3.  COVID-19 Pandemic

The COVID-19 pandemic has significantly disrupted the senior living industry and the Company's business. The health and wellbeing of the Company's residents, patients, and associates is and has been its highest priority as it continues to serve and care for seniors through the COVID-19 pandemic. During the second quarter of 2021 substantially all, and as of July 31, 2021 all, of the Company's communities were open for visitors, new resident move-ins, and prospective residents. The Company may revert to more restrictive measures at its communities, including restrictions on visitors and move-ins, if the pandemic worsens, as necessary to comply with regulatory requirements, or at the direction of state or local health authorities.

Pandemic-Related Expenses. For the three and six months ended June 30, 2021, the Company recognized $9.7 million and $37.1 million, respectively, of facility operating expense for incremental direct costs to respond to the pandemic. For the three and six months ended June 30, 2020, the Company recognized $60.6 million and $70.6 million, respectively, of such facility operating expense. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; increased expense for general liability claims; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. On a cumulative basis through June 30, 2021, the Company has incurred $162.6 million of pandemic related facility operating expense since the beginning of fiscal 2020. For the three and six months ended June 30, 2021, the Company recorded $1.5 million and $10.5 million, respectively, of non-cash impairment charges in its operating results for its operating lease right-of-use assets, primarily due to the COVID-19 pandemic and lower than expected operating performance at communities with impaired assets. For the three and six months ended June 30, 2020, the Company recorded $6.6 million and $72.3 million, respectively, of such non-cash impairment charges.

Liquidity. The Company has taken, and continues to take, actions to enhance and preserve its liquidity in response to the pandemic. As of June 30, 2021, the Company's total liquidity was $387.8 million, consisting of $280.7 million of unrestricted cash and cash equivalents, $100.0 million of marketable securities, and $7.1 million of availability on its secured credit facility. As described in Note 4, the Company received net cash proceeds of $305.8 million at closing for the sale of 80% of its equity in

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its Health Care Services segment on July 1, 2021, which further enhanced its liquidity. The Company continues to seek opportunities to enhance and preserve its liquidity, including through increasing occupancy and maintaining expense discipline, continuing to evaluate its financing structure and the state of debt markets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with the Company's expectations or at all, or that its efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.

During the six months ended June 30, 2021, the Company accepted $0.8 million of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by the U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. The grants received in the six months ended June 30, 2021 represented incentive payments made pursuant to the Nursing Home Infection Control Distribution, which related to the Company's skilled nursing care provided through its CCRCs. HHS continues to evaluate future allocations under the Provider Relief Fund and the regulation and guidance regarding grants made under the Provider Relief Fund. The Company intends to pursue additional funding that may become available. There can be no assurance that the Company will qualify for, or receive, such future grants in the amount it expects, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which it qualifies.

During the year ended December 31, 2020, the Company received $87.5 million under the Accelerated and Advance Payment Program administered by the Centers for Medicare & Medicaid Services ("CMS"), $75.2 million of which related to its Health Care Services segment and $12.3 million related to its CCRCs segment and of which $85.0 million was received in the three and six months ended June 30, 2020. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During both the three and six months ended June 30, 2021, $14.3 million of the advanced payments were recouped. Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment (as described in Note 4), $63.6 million of such obligations related to its Health Care Services segment were retained by the unconsolidated Health Care Services venture. As of June 30, 2021, the outstanding balance of advanced payments related to its CCRCs segment was $9.7 million.

During the year ended December 31, 2020, the Company deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. Pursuant to the sale of 80% the Company's equity in its Health Care Services segment, $8.9 million of such obligations related to its Health Care Services segment were retained by the unconsolidated Health Care Services venture. The Company expects to pay approximately $32 million of the deferred payments in both December 2021 and 2022.

The Company is eligible to claim the employee retention credit for certain of its associates under the CARES Act. The credit for 2020 is available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and is equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the three and six months ended June 30, 2021, the Company recognized $0.9 million and $9.9 million, respectively, of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and the Company is assessing its eligibility to claim such credit. There can be no assurance that the Company will qualify for, or receive, credits in the amount or on the timing it expects.

In addition to the grants described above, during the three and six months ended June 30, 2021, the Company received and recognized $0.4 million and $1.3 million, respectively, of other operating income from grants from other government sources.

The Company cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on its business, results of operations, cash flow, and liquidity, and its response efforts may continue to delay or negatively impact its strategic

11


initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in the Company's markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and the Company's ability to adapt its sales and marketing efforts to meet that demand; the impact of COVID-19 on the Company's residents’ and their families’ ability to afford its resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of the Company's new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in the Company's communities; the duration and costs of the Company's response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, and other expenses; potentially greater associate attrition and use of contract labor due to the Company's associate vaccine mandate; the impact of COVID-19 on the Company's ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in its debt and lease documents; increased regulatory requirements, including unfunded, mandatory testing; increased enforcement actions resulting from COVID-19; government action that may limit the Company's collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts.

4.  Acquisitions, Dispositions and Other Transactions

During the period from January 1, 2020 through June 30, 2021, the Company acquired 27 communities that the Company formerly leased, disposed of 9 owned communities (including the conveyance of 5 communities to Ventas, Inc. ("Ventas")), and sold its ownership interest in its unconsolidated entry fee CCRC Venture (the "CCRC Venture") with Healthpeak Properties, Inc. ("Healthpeak"), and the Company's triple-net lease obligations on 6 communities were terminated. Additionally, the Company sold 80% of its equity in its Health Care Services segment on July 1, 2021, as described below.

NaN unencumbered community in the CCRCs segment was classified as held for sale, resulting in $8.1 million being recorded as assets held for sale for senior housing communities within the condensed consolidated balance sheet as of June 30, 2021. The closing of the sale of the community is subject to the satisfaction of various closing conditions, including the receipt of regulatory approvals. There can be no assurance that the transaction will close or, if it does, when the actual closing will occur.

Completed Dispositions of Owned Communities

During the six months ended June 30, 2021, the Company completed the sale of 2 owned communities for cash proceeds of $8.5 million, net of transaction costs, and recognized a net gain on sale of assets of $0.5 million.

In addition to the conveyance of 5 communities to Ventas, during the year ended December 31, 2020, the Company completed the sale of 2 owned communities for cash proceeds of $38.1 million, net of transaction costs, and recognized a net gain on sale of assets of $2.7 million. These dispositions included the sale of 1 owned community during the six months ended June 30, 2020 for which the Company received cash proceeds of $5.5 million, net of transaction costs, and recognized a net gain on sale of assets of $0.2 million.

Completed Dispositions of Entry Fee CCRCs by Unconsolidated Venture

Prior to the January 31, 2020 closing of the Company’s sale of its ownership interest in the CCRC Venture, the Company and Healthpeak moved the remaining 2 entry fee CCRCs into a new unconsolidated entry fee CCRC venture on substantially the same terms as the CCRC Venture to accommodate the sale of such 2 communities. During the three months ended June 30, 2021, the new unconsolidated entry fee CCRC venture completed the sale of the 2 remaining entry fee CCRCs for cash proceeds of $14.0 million, net of associated mortgage debt repayments and transaction costs. Subsequent to the sale transaction, the new unconsolidated entry fee CCRC venture has no continuing operations. During the three months ended June 30, 2021, the Company received $5.4 million of cash distributions from the new unconsolidated entry fee CCRC venture and recognized $13.9 million of equity in earnings of unconsolidated ventures for the Company’s proportionate share of the net income of the new unconsolidated entry fee CCRC venture, which was primarily comprised of a gain on sale of assets for the sale of the 2 remaining entry fee CCRCs.


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Sale of Health Care Services

On February 24, 2021, the Company entered into the Securities Purchase Agreement (the "Purchase Agreement") with affiliates of HCA Healthcare, Inc., providing for the sale of 80% of the Company’s equity in its Health Care Services segment for a purchase price of $400 million in cash, subject to certain adjustments set forth in the Purchase Agreement, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment, which were $63.6 million and $8.9 million, respectively, as of June 30, 2021. The Purchase Agreement also contains certain agreed upon indemnities for the benefit of the purchaser.

The closing of the sale transaction was completed on July 1, 2021. The Company received net cash proceeds of $305.8 million at closing, which remains subject to a post-closing net working capital adjustment as set forth in the Purchase Agreement. Additionally, $10.0 million of the purchase price was deposited into an escrow account as set forth in the Purchase Agreement, the majority of which is expected to be released to the Company upon completion of the post-closing net working capital adjustment. Pursuant to the Purchase Agreement, at closing of the transaction, the Company retained a non-controlling 20% equity interest in the business. The Company expects that the results and financial position of its Health Care Services segment will be deconsolidated from its consolidated financial statements as of July 1, 2021 and that its 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting. The Company estimates that it will recognize an approximate $288 million gain on sale, net of transaction costs, within its condensed consolidated statement of operations for the three months ended September 30, 2021 for the sale transaction.

The assets and liabilities of the Health Care Services segment are included within assets held for sale and liabilities held for sale, respectively, within the Company’s condensed consolidated balance sheet as of June 30, 2021. As of June 30, 2021, assets held for sale and liabilities held for sale of the Health Care Services segment consisted of the following:

(in thousands)
Accounts receivable, net$57,582 
Property, plant and equipment and leasehold intangibles, net1,806 
Operating lease right-of-use assets8,145 
Goodwill126,810 
Prepaid expenses and other assets, net35,888 
Assets held for sale$230,231 
Trade accounts payable$1,387 
Accrued expenses29,402 
Refundable fees and deferred revenue63,611 
Operating lease obligations8,145 
Liabilities held for sale$102,545 
    
Refer to Note 16 for selected financial data for the Health Care Services segment.

5.  Fair Value Measurements

Marketable Securities

As of June 30, 2021, marketable securities of $100.0 million are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy.

Debt

The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding long-term debt with a carrying amount of approximately $3.9 billion as of both June 30, 2021 and December 31, 2020. Fair value of the long-term debt approximates carrying amount in all periods presented. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.

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Asset Impairment Expense

The following is a summary of asset impairment expense.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions)2021202020212020
Operating lease right-of-use assets$1.5 $6.6 $10.5 $72.3 
Property, plant and equipment and leasehold intangibles, net0.6 3.7 2.3 14.7 
Investment in unconsolidated ventures1.5 
Asset impairment$2.1 $10.3 $12.8 $88.5 


6.  Revenue

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by payor source as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Resident fee revenue by payor source and reportable segment is as follows:
Three Months Ended June 30, 2021
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$117,537 $374,688 $53,526 $264 $546,015 
Government reimbursement468 17,030 14,426 66,618 98,542 
Other third-party payor programs8,990 20,431 29,421 
Total resident fee revenue$118,005 $391,718 $76,942 $87,313 $673,978 
Three Months Ended June 30, 2020
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$129,678 $414,276 $59,980 $258 $604,192 
Government reimbursement600 17,880 13,744 70,566 102,790 
Other third-party payor programs5,301 19,346 24,647 
Total resident fee revenue$130,278 $432,156 $79,025 $90,170 $731,629 

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Six Months Ended June 30, 2021
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$235,859 $745,182 $105,739 $601 $1,087,381 
Government reimbursement928 33,474 26,913 134,083 195,398 
Other third-party payor programs16,069 39,480 55,549 
Total resident fee revenue$236,787 $778,656 $148,721 $174,164 $1,338,328 
Six Months Ended June 30, 2020
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$264,968 $854,889 $124,683 $428 $1,244,968 
Government reimbursement1,172 34,746 33,149 144,255 213,322 
Other third-party payor programs15,740 40,306 56,046 
Total resident fee revenue$266,140 $889,635 $173,572 $184,989 $1,514,336 

Contract Balances

The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. A portion of the Company's reimbursement from Medicare for certain healthcare services is billed near the start of each period of care, and cash is generally received before all services are rendered. The amount of revenue recognized for periods of care which are incomplete at period end is based on the Company's historical average percentage of days complete on each period of care and any unearned amounts are deferred and recognized when the service is performed. Additionally, non-refundable community fees are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied.

The Company had total deferred revenue (included within refundable fees and deferred revenue, liabilities held for sale, and other liabilities within the condensed consolidated balance sheets) of $131.8 million and $138.3 million, including $25.7 million and $21.1 million of monthly resident fees billed and received in advance, as of June 30, 2021 and December 31, 2020, respectively. Such amount of total deferred revenue as of June 30, 2021 and December 31, 2020 also included $73.3 million and $87.5 million, respectively, received in the year ended December 31, 2020 under a temporary expansion of the Accelerated and Advance Payment Program administered by CMS. Refer to Note 3 for additional information on such program. For the six months ended June 30, 2021 and 2020, the Company recognized $46.2 million and $55.2 million, respectively, of revenue that was included in the deferred revenue balance as of January 1, 2021 and 2020, respectively.


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7.  Property, Plant and Equipment and Leasehold Intangibles, Net

As of June 30, 2021 and December 31, 2020, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following:
(in thousands)June 30, 2021December 31, 2020
Land$504,698 $505,298 
Buildings and improvements5,241,059 5,215,460 
Furniture and equipment964,407 945,783 
Resident and leasehold operating intangibles305,857 307,071 
Construction in progress56,610 61,491 
Assets under financing leases and leasehold improvements1,561,285 1,523,055 
Property, plant and equipment and leasehold intangibles8,633,916 8,558,158 
Accumulated depreciation and amortization(3,649,052)(3,490,098)
Property, plant and equipment and leasehold intangibles, net$4,984,864 $5,068,060 

Assets under financing leases and leasehold improvements includes $0.3 billion and $0.4 billion of financing lease right-of-use assets, net of accumulated amortization, as of June 30, 2021 and December 31, 2020, respectively. Refer to Note 10 for further information on the Company's financing leases.

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $83.6 million and $93.2 million for the three months ended June 30, 2021 and 2020, respectively, and $167.5 million and $183.9 million for the six months ended June 30, 2021 and 2020, respectively.

8.  Goodwill

The Company's Independent Living and Health Care Services segments had a carrying value of goodwill of $27.3 million and $126.8 million, respectively, as of both June 30, 2021 and December 31, 2020. The goodwill of the Health Care Services segment is included within assets held for sale within the Company’s condensed consolidated balance sheet as of June 30, 2021.

9.  Debt

Long-term debt consists of the following:
(in thousands)June 30, 2021December 31, 2020
Fixed mortgage notes payable due 2022 through 2047; weighted average interest rate of 4.17% and 4.18% as of June 30, 2021 and December 31, 2020, respectively$2,328,423 $2,366,996 
Variable mortgage notes payable due 2022 through 2030, weighted average interest rate of 2.45% and 2.49% as of June 30, 2021 and December 31, 2020, respectively1,519,063 1,529,935 
Other notes payable due 2021 to 2025; weighted average interest rate of 8.29% and 8.98% as of June 30, 2021 and December 31, 2020, respectively51,408 46,557 
Debt discount and deferred financing costs, net(25,121)(27,500)
Total long-term debt3,873,773 3,915,988 
Current portion218,332 68,885 
Total long-term debt, less current portion$3,655,441 $3,847,103 


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As of June 30, 2021, 98.1%, or $3.8 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings.

As of June 30, 2021, $70.3 million of letters of credit and no cash borrowings were outstanding under the Company's $80.0 million secured credit facility. The Company also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of June 30, 2021 under which $13.6 million had been issued as of that date.

Financial Covenants

Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, the Company's debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of June 30, 2021, the Company is in compliance with the financial covenants of its debt agreements.

10.  Leases

As of June 30, 2021, the Company operated 300 communities under long-term leases (234 operating leases and 66 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. The Company typically guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.

The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options.

The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of June 30, 2021, the Company is in compliance with the financial covenants of its long-term leases.


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A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
Operating Leases (in thousands)
2021202020212020
Facility operating expense$4,520 $4,935 $9,362 $9,785 
Facility lease expense43,864 62,379 88,282 126,860 
Operating lease expense48,384 67,314 97,644 136,645 
Operating lease expense adjustment (1)
5,326 8,221 9,990 14,954 
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements(7,943)(6,421)(15,506)(10,509)
Operating net cash outflows from operating leases$45,767 $69,114 $92,128 $141,090 

(1)Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense recognized in accordance with Accounting Standards Codification 842, Leases ("ASC 842").

Three Months Ended
June 30,
Six Months Ended
June 30,
Financing Leases (in thousands)
2021202020212020
Depreciation and amortization$7,594 $8,037 $15,224 $17,181 
Interest expense: financing lease obligations11,492 11,892 22,875 25,174 
Financing lease expense$19,086 $19,929 $38,099 $42,355 
Operating cash flows from financing leases$11,492 $11,892 $22,875 $25,174 
Financing cash flows from financing leases4,864 4,677 9,653 9,764 
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement(2,057)(1,675)(3,446)(3,414)
Total net cash outflows from financing leases$14,299 $14,894 $29,082 $31,524 

The aggregate amounts of future minimum lease payments, including community, office, and equipment leases (excluding minimum lease payments related to $8.1 million of operating lease obligations included within liabilities held for sale) recognized on the condensed consolidated balance sheet as of June 30, 2021 are as follows (in thousands):
Year Ending December 31,Operating LeasesFinancing Leases
2021 (six months)$101,163 $32,833 
2022204,469 66,225 
2023193,071 66,942 
2024193,820 68,138 
2025191,576 58,163 
Thereafter282,806 110,239 
Total lease payments1,166,905 402,540 
Purchase option liability and non-cash gain on future sale of property414,442 
Imputed interest and variable lease payments(262,265)(259,207)
Total lease obligations$904,640 $557,775 

11.  Litigation

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

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and may require significant costs to defend and resolve. As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits.

Similarly, the senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement activities or litigation related to regulatory compliance matters. In addition, as a result of the Company's participation in the Medicare and Medicaid programs, the Company is subject to various governmental reviews, audits and investigations, including but not limited to audits under various government programs, such as the Recovery Audit Contractors (RAC), Zone Program Integrity Contractors (ZPIC), and Unified Program Integrity Contractors (UPIC) programs. The costs to respond to and defend such reviews, audits, and investigations may be significant, and an adverse determination could result in citations, sanctions and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and/or damage to the Company's business reputation.

In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserts that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. While the Company cannot predict with certainty the result of this or any other legal proceedings, the Company believes the allegations in the suit are without merit and does not expect this matter to have a material adverse effect on the Company's financial condition, results of operations, or cash flows. Between October 2020 and June 2021, alleged stockholders of the Company filed several stockholder derivative lawsuits in the federal courts for the Middle District of Tennessee and the District of Delaware, asserting claims on behalf of the Company against certain current and former officers and directors for alleged breaches of duties owed to the Company. The complaints refer to the securities lawsuit described above and incorporate substantively similar allegations.

12.  Stock-Based Compensation

Grants of restricted stock and restricted stock units under the Company's 2014 Omnibus Incentive Plan were as follows:
(in thousands, except weighted average amounts)Restricted Stock Unit and Stock Award GrantsWeighted Average Grant Date Fair ValueTotal Grant Date Fair Value
Three months ended March 31, 20211,961 $5.09 $9,988 
Three months ended June 30, 202120 $6.62 $130 

13.  Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units, and warrants.


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The following table summarizes the computation of basic and diluted earnings (loss) per share amounts presented in the condensed consolidated statement of operations:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except for per share amounts)2021202020212020
Income attributable to common stockholders:
Net income (loss)$(83,585)$(118,401)$(191,870)$251,114 
Weighted average shares outstanding - basic185,182 183,178 184,600 183,682 
Effect of dilutive securities - Unvested restricted stock, restricted stock units, and warrants180 
Weighted average shares outstanding - diluted185,182 183,178 184,600 183,862 
Basic earnings (loss) per common share:
Net income (loss) per share attributable to common stockholders$(0.45)$(0.65)$(1.04)$1.37 
Diluted earnings (loss) per common share:
Net income (loss) per share attributable to common stockholders$(0.45)$(0.65)$(1.04)$1.37 


For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the treasury stock method, and performance-based equity awards are included based on the attainment of the applicable performance metrics as of the end of the reporting period. The following potentially dilutive securities were excluded from the computation of diluted EPS:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions)
2021(1)
2020(1)
2021(1)
2020
Non-performance-based restricted stock and restricted stock units5.8 7.3 5.8 7.1 
Performance-based restricted stock and restricted stock units0.3 1.8 0.3 1.8 
Warrants16.3 16.3 

(1)As a result of the net loss reported for the period, all unvested restricted stock, restricted stock units, and potential shares issuable under warrants were antidilutive for the period and as such were not included in the computation of diluted weighted average shares outstanding.

14.  Income Taxes

The difference between the Company's effective tax rate for the three and six months ended June 30, 2021 and 2020 was primarily due to the tax impact of the multi-part transaction with Healthpeak that occurred in the three months ended March 31, 2020. The impact represented the tax expense recorded on the gain of the sale of the Company's interest in the CCRC Venture offset by a decrease in the valuation allowance that was a direct result of the multi-part transaction with Healthpeak.

The Company recorded an aggregate deferred federal, state, and local tax benefit of $20.8 million as a result of the operating loss for the three months ended June 30, 2021, which was offset by a proportionate increase in the valuation allowance of $19.8 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $46.0 million as a result of the operating loss for the six months ended June 30, 2021, which was offset by a proportionate increase in the valuation allowance of $45.3 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $26.7 million for the three months ended June 30, 2020 and an aggregate deferred federal, state, and local tax expense of $64.2 million for the six months ended June 30, 2020. The expense included $93.1 million as a result of the gain on the sale of the Company's interest in the CCRC Venture offset by a benefit of $28.9 million as a result of the operating losses (exclusive of the CCRC Venture sale) for the six months ended June 30, 2020. The benefit for the three months ended June 30, 2020 was offset by additional valuation allowance of $33.2 million. The tax expense for the six months ended June 30, 2020 was offset by a reduction in valuation allowance of $79.5 million.

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The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of June 30, 2021 and December 31, 2020 was $426.3 million and $381.0 million, respectively.

The increase in the valuation allowance for the six months ended June 30, 2021 is the result of current operating losses during the six months ended June 30, 2021. The change in the valuation allowance for the six months ended June 30, 2020 was primarily the result of a reduction in the Company’s valuation allowance of $117.6 million as a result of the Healthpeak transaction offset by the anticipated reversal of future tax liabilities offset by future tax deductions.

The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three and six months ended June 30, 2021 and 2020 which are included in income tax expense or benefit for the period. As of June 30, 2021, tax returns for years 2016 through 2019 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

15.  Supplemental Disclosure of Cash Flow Information
Six Months Ended
June 30,
(in thousands)20212020
Supplemental Disclosure of Cash Flow Information:
Interest paid$94,683 $107,854 
Income taxes paid, net of refunds2,963 1,388 
Capital expenditures, net of related payables:
Capital expenditures - non-development, net$63,245 $82,077 
Capital expenditures - development, net2,118 6,823 
Capital expenditures - non-development - reimbursable18,952 13,923 
Trade accounts payable(4,777)10,040 
Net cash paid$79,538 $112,863 
Acquisition of communities from Healthpeak:
Property, plant and equipment and leasehold intangibles, net$$286,734 
Operating lease right-of-use assets(63,285)
Financing lease obligations129,196 
Operating lease obligations74,335 
Loss (gain) on debt modification and extinguishment, net(19,731)
Net cash paid$$407,249 
Acquisition of other assets, net of related payables and cash received:
Property, plant and equipment and leasehold intangibles, net$$179 
Financing lease obligations39,260 
Net cash paid$$39,439 
Proceeds from sale of CCRC Venture, net:
Investments in unconsolidated ventures$$(14,848)
Current portion of long-term debt34,706 
Other liabilities60,748 
Loss (gain) on sale of assets, net(369,831)
Net cash received$$(289,225)

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Proceeds from sale of other assets, net:
Prepaid expenses and other assets, net$$(1,261)
Assets held for sale(8,040)(5,274)
Property, plant and equipment and leasehold intangibles, net(568)(938)
Other liabilities(5)(1,862)
Loss (gain) on sale of assets, net(1,033)(1,979)
Net cash received$(9,646)$(11,314)
Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities:
Healthpeak master lease modification:
Property, plant and equipment and leasehold intangibles, net$$(57,462)
Operating lease right-of-use assets88,044 
Financing lease obligations70,874 
Operating lease obligations(101,456)
Net$$
Other non-cash lease transactions, net:
Property, plant and equipment and leasehold intangibles, net$2,534 $13,548 
Operating lease right-of-use assets16,733 1,350 
Financing lease obligations(2,534)(15,483)
Operating lease obligations(16,733)606 
Other liabilities(21)
Net$$

Restricted cash consists principally of deposits for letters of credit, escrow deposits for real estate taxes, property insurance, and capital expenditures, debt service reserve accounts required by certain lenders under mortgage debt agreements, and deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
(in thousands)June 30, 2021December 31, 2020
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$280,675 $380,420 
Restricted cash30,766 28,059 
Long-term restricted cash74,461 56,669 
Total cash, cash equivalents, and restricted cash$385,902 $465,148 

16.  Segment Information

The Company has 5 reportable segments: Independent Living; Assisted Living and Memory Care; CCRCs; Health Care Services; and Management Services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

Independent Living. The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs.

Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for mid-acuity and frail elderly residents. The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as

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

CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus or within the immediate area.

Health Care Services. The Company's Health Care Services segment includes the home health, hospice, and outpatient therapy services provided to residents of many of its communities and to seniors living outside its communities. The Health Care Services segment does not include the skilled nursing and inpatient healthcare services provided in the Company's skilled nursing units, which are included in the Company's CCRCs segment. On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment, as described in Note 4. For periods beginning July 1, 2021, the Company expects that the results and financial position of its Health Care Services segment will be deconsolidated from its consolidated financial statements and its 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting.

Management Services. The Company's Management Services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners.

The following table sets forth selected segment financial data:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2021202020212020
Revenue and other operating income(1):
Independent Living(2)
$118,116 $130,278 $238,262 $266,140 
Assisted Living and Memory Care(2)
392,347 432,308 784,389 889,787 
CCRCs(2)
76,988 88,571 150,451 183,118 
Health Care Services(2)
87,835 107,165 177,269 201,984 
Management Services(3)
48,006 107,587 122,366 339,019 
Total revenue and other operating income$723,292 $865,909 $1,472,737 $1,880,048 
Segment operating income:(4)
Independent Living$35,292 $41,038 $72,621 $92,452 
Assisted Living and Memory Care77,062 87,708 148,495 219,709 
CCRCs8,673 13,850 16,281 33,781 
Health Care Services3,413 9,692 5,816 571 
Management Services4,998 6,076 13,564 114,791 
Total segment operating income129,438 158,364 256,777 461,304 
General and administrative expense (including non-cash stock-based compensation expense)52,400 52,518 102,343 107,113 
Facility operating lease expense43,864 62,379 88,282 126,860 
Depreciation and amortization83,591 93,154 167,482 183,892 
Asset impairment:
Independent Living1,364 1,884 31,317 
Assisted Living and Memory Care479 10,290 10,121 43,088 
CCRCs235 750 12,173 
Corporate and Management Services1,938 
Income (loss) from operations$(52,495)$(59,977)$(114,085)$(45,077)


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As of
(in thousands)June 30, 2021December 31, 2020
Total assets:
Independent Living$1,382,619 $1,419,838 
Assisted Living and Memory Care3,692,143 3,787,611 
CCRCs723,942 738,121 
Health Care Services230,231 233,178 
Corporate and Management Services574,014 723,010 
Total assets$6,602,949 $6,901,758 

(1)All revenue and other operating income is earned from external third parties in the United States.

(2)Includes other operating income recognized for the credits or grants pursuant to the employee retention credit, Provider Relief Fund, and other government sources, as described in Note 3. Allocations to the applicable segment generally reflect the credits earned by the segment, the segment’s receipt and acceptance of the grant, or the segment’s proportional utilization of the grant. Other operating income by segment is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2021202020212020
Independent Living$111 $$1,475 $
Assisted Living and Memory Care629 152 5,733 152 
CCRCs46 9,546 1,730 9,546 
Health Care Services522 16,995 3,105 16,995 
Total other operating income$1,308 $26,693 $12,043 $26,693 

(3)Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities.
(4)Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities.

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the impacts of the COVID-19 pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us on our business, results of operations, cash flow, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease, the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets, the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups, government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand, the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19, changes in the acuity levels of our new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in our communities, the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, and other expenses, potentially greater associate attrition and use of contract labor due to our associate vaccine mandate, the impact of COVID-19 on our ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required interest and lease payments and to satisfy financial and other covenants in our debt and lease documents, increased regulatory requirements, including unfunded, mandatory testing, increased enforcement actions resulting from COVID-19, government action that may limit our collection or discharge efforts for delinquent accounts, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact of ongoing healthcare reform efforts; the effects of senior housing construction and development, lower industry occupancy (including due to the pandemic), and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease, including due to the pandemic; limits on our ability to use net operating loss carryovers to reduce future tax payments; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund our planned capital projects; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of our indebtedness and long-term leases on our liquidity; the potential phasing out of LIBOR which may increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased

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competition for or a shortage of personnel (including due to the pandemic), wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including class action and stockholder derivative complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which we operate; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2020 and Part II, "Item 1A. Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Quarterly Report on Form 10-Q. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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Overview

As of June 30, 2021, we are the nation’s premier operator of senior living communities, operating and managing 685 communities in 41 states, with the ability to serve over 60,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs").

Our goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. Our senior living communities and our comprehensive network of services help to provide seniors with care and services to support their lifestyle in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides our residents with opportunities to improve wellness, pursue passions, and stay connected with friends and loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents and their families who are concerned with care decisions for their elderly relatives.

COVID-19 Pandemic Update

The COVID-19 pandemic has significantly disrupted the senior living industry and our business. The health and wellbeing of our residents, patients, and associates is and has been our highest priority as we continue to serve and care for seniors through the COVID-19 pandemic. In addition to the updates below, readers are directed to the "COVID-19 Pandemic" section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021 for more information about the impact of the pandemic and our response efforts on our business, results of operations, and financial condition.

Vaccine Update. By April 9, 2021, we completed at least three rounds of COVID-19 vaccine clinics at all of our approximately 700 communities through the Pharmacy Partnership for Long-Term Care Program offered through the U.S. Centers for Disease Control and Prevention ("CDC"). Upon completion of at least three vaccine clinics at all of our communities by April 2021, our resident vaccine acceptance rate was 93%, and our COVID-19 positive resident caseload had decreased by 97% since the peak in mid-December 2020. We continue to promote vaccine acceptance among our residents and associates and to work with state and local resources, including local health departments and pharmacies, to ensure our residents and associates can access the vaccine. We recently have adopted a policy requiring our associates to be vaccinated against COVID-19, subject to limited exceptions, which we will implement in a phased approach beginning with our corporate associates and field and community leadership. We also continue to monitor guidance of the CDC and U.S. Food and Drug Administration regarding the potential need for booster doses of COVID-19 vaccines.

Rebuilding Occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. During the second quarter of 2021 substantially all, and as of July 31, 2021 all, of our communities were open for visitors, new resident move-ins, and prospective residents. Our consolidated senior housing monthly net move-ins and move-outs turned positive in March 2021 for the first time since the pandemic began. Beginning in March 2021, we have achieved five consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), seniors housing occupancy increased 10 basis points from the first quarter to the second quarter of 2021 for stabilized portfolios. Our weighted average consolidated senior housing occupancy increased 90 basis points sequentially for the second quarter of 2021 compared to the first quarter of 2021. The table below sets forth our consolidated occupancy trend during the pandemic.

Q1
2020
Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Weighted average occupancy83.2 %78.7 %75.3 %72.7 %69.6 %70.5 %
Quarter-end occupancy82.2 %77.8 %75.0 %71.5 %70.6 %72.6 %

January
2021
February
2021
March
2021
April
2021
May
2021
June
2021
July
2021
Weighted average occupancy70.0 %69.4 %69.4 %69.9 %70.5 %71.2 %72.0 %
Month-end occupancy70.4 %70.1 %70.6 %71.1 %71.6 %72.6 %73.3 %

We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as necessary to comply with regulatory requirements, or at the direction of state or local health authorities. We cannot predict with reasonable certainty whether or when demand for senior living communities will return to pre-COVID-19 pandemic levels or the extent to which the pandemic’s effect on demand may adversely affect the amount of resident fees we are able to collect from our residents.

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Revenue and Expense Impacts. Compared to our pre-pandemic expectations for fiscal 2020, we estimate that the pandemic resulted in $109.5 million and $227.0 million of lost resident fee revenue for the three and six months ended June 30, 2021, respectively. Estimated lost resident fee revenue includes $81.8 million and $176.0 million in our consolidated senior housing portfolio and $27.7 million and $51.0 million in our Health Care Services segment for the three and six months ended June 30, 2021, respectively. On a cumulative basis through June 30, 2021, we estimate that the pandemic has resulted in approximately $510 million of lost resident fee revenue. The estimated lost revenue represents the difference between the actual resident fee revenue for the period and our pre-pandemic expectations for the 2020 period.

For the three and six months ended June 30, 2021, we recognized $9.7 million and $37.1 million, respectively, of facility operating expense for incremental direct costs to respond to the pandemic. For the three and six months ended June 30, 2020, we recognized $60.6 million and $70.6 million, respectively, of such facility operating expense. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; increased expense for general liability claims; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. On a cumulative basis through June 30, 2021, we have incurred $162.6 million of pandemic related facility operating expense since the beginning of fiscal 2020. For the three and six months ended June 30, 2021, we recorded $1.5 million and $10.5 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets, primarily due to the COVID-19 pandemic and lower than expected operating performance at communities with impaired assets. For the three and six months ended June 30, 2020, we recorded $6.6 million and $72.3 million, respectively, of such non-cash impairment charges.

Liquidity. We have taken, and continue to take, actions to enhance and preserve our liquidity in response to the pandemic. As of June 30, 2021, our total liquidity was $387.8 million, consisting of $280.7 million of unrestricted cash and cash equivalents, $100.0 million of marketable securities, and $7.1 million of availability on our secured credit facility. As described below, we received net cash proceeds of $305.8 million at closing for the sale of 80% of our equity in our Health Care Services segment on July 1, 2021, which further enhanced our liquidity. We continue to seek opportunities to enhance and preserve our liquidity, including through increasing occupancy and maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.

During the six months ended June 30, 2021, we accepted $0.8 million of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by the U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. The grants received in the six months ended June 30, 2021 represented incentive payments made pursuant to the Nursing Home Infection Control Distribution, which related to our skilled nursing care provided through our CCRCs. HHS continues to evaluate future allocations under the Provider Relief Fund and the regulation and guidance regarding grants made under the Provider Relief Fund. We intend to pursue additional funding that may become available. There can be no assurance that we will qualify for, or receive, such future grants in the amount we expect, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which we qualify.

During the year ended December 31, 2020, we received $87.5 million under the Accelerated and Advance Payment Program administered by the Centers for Medicare and Medicaid ("CMS"), $75.2 million of which related to our Health Care Services segment and $12.3 million related to our CCRCs segment and of which $85.0 million was received in the three and six months ended June 30, 2020. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During both the three and six months ended June 30, 2021, $14.3 million of the advanced payments were recouped. Pursuant to the sale of 80% of our equity in our Health Care Services segment (as described below), $63.6 million of such obligations related to our Health Care Services segment were retained by the unconsolidated Health Care Services venture. As of June 30, 2021, the outstanding balance of advanced payments related to our CCRCs segment was $9.7 million, of which we expect recoupment of approximately $5 million during the second half of 2021 and the remainder in 2022.


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During the year ended December 31, 2020, we deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $8.9 million of such obligations related to our Health Care Services segment were retained by the unconsolidated Health Care Services venture. We expect to pay approximately $32 million of the deferred payments in both December 2021 and 2022.

We are eligible to claim the employee retention credit for certain of our associates under the CARES Act. The credit for 2020 is available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and is equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the three and six months ended June 30, 2021, we recognized $0.9 million and $9.9 million, respectively, of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, credits in the amount or on the timing we expect.

In addition to the grants described above, during the three and six months ended June 30, 2021, we received and recognized $0.4 million and $1.3 million, respectively, of other operating income from grants from other government sources.

We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, and other expenses; potentially greater associate attrition and use of contract labor due to our associate vaccine mandate; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including unfunded, mandatory testing; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

Transaction Activity

During the period from January 1, 2020 through June 30, 2021, we terminated triple-net obligations on an aggregate of 33 communities (2,978 units), including through the acquisition of 27 formerly leased communities (2,453 units), we sold four owned communities (504 units), and we sold our ownership interest in our unconsolidated entry fee CCRC venture (the "CCRC Venture") with Healthpeak Properties, Inc. ("Healthpeak"). On July 26, 2020, we entered into definitive agreements with Ventas, Inc. ("Ventas") to restructure our 120 community (10,174 units) triple-net master lease arrangements. In addition, we conveyed to Ventas five communities (471 units) and manage the communities following the closing. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021 for more details regarding the terms of significant transactions that occurred prior to 2021.

During the six months ended June 30, 2021, we completed the sale of two owned communities (129 units) for cash proceeds of $8.5 million, net of transaction costs, and for which we recognized a net gain on sale of assets of $0.5 million. Additionally, we sold 80% of our equity in our Health Care Services segment on July 1, 2021, as described below.

We expect to close on the disposition of one owned unencumbered community (120 units) classified as held for sale as of June 30, 2021. We also anticipate terminations of certain of our management arrangements with third parties as we transition to

29


new operators our management on certain communities. The closing of the sale of the community is subject to the satisfaction of various closing conditions, including the receipt of regulatory approvals. There can be no assurance that the transaction will close or, if it does, when the actual closing will occur.

Completed Dispositions of Entry Fee CCRCs by Unconsolidated Venture

Prior to the January 31, 2020 closing of our sale of our ownership interest in the CCRC Venture, we and Healthpeak moved the remaining two entry fee CCRCs into a new unconsolidated entry fee CCRC venture on substantially the same terms as the CCRC Venture to accommodate the sale of such two communities. During the three months ended June 30, 2021, the new unconsolidated entry fee CCRC venture completed the sale of the two remaining entry fee CCRCs for cash proceeds of $14.0 million, net of associated mortgage debt repayments and transaction costs. Subsequent to the sale transaction, the new unconsolidated entry fee CCRC venture has no continuing operations. During the three months ended June 30, 2021, we received $5.4 million of cash distributions from the new unconsolidated entry fee CCRC venture and recognized $13.9 million of equity in earnings of unconsolidated ventures for our proportionate share of the net income of the new unconsolidated entry fee CCRC venture, which was primarily comprised of a gain on sale of assets for the sale of the two remaining entry fee CCRCs.

Sale of Health Care Services

On February 24, 2021, we entered into the Securities Purchase Agreement (the "Purchase Agreement") with affiliates of HCA Healthcare, Inc., providing for the sale of 80% of our equity in our Health Care Services segment for a purchase price of $400 million in cash, subject to certain adjustments set forth in the Purchase Agreement, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment, which were $63.6 million and $8.9 million, respectively, as of June 30, 2021. The Purchase Agreement also contains certain agreed upon indemnities for the benefit of the purchaser.

The closing of the sale transaction was completed on July 1, 2021. We received net cash proceeds of $305.8 million at closing, which remains subject to a post-closing net working capital adjustment as set forth in the Purchase Agreement. Additionally, $10.0 million of the purchase price was deposited into an escrow account as set forth in the Purchase Agreement, the majority of which is expected to be released to us upon completion of the post-closing net working capital adjustment. Pursuant to the Purchase Agreement, at closing of the transaction, we retained a non-controlling 20% equity interest in the business. We expect that the results and financial position of our Health Care Services segment will be deconsolidated from our consolidated financial statements as of July 1, 2021 and that our 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting. We expect to recognize an approximate $288 million gain on sale, net of transaction costs, within our condensed consolidated statement of operations for the three months ended September 30, 2021 for the sale transaction. We expect any taxable gains recognized from the transaction to be fully offset by current year operational losses.

Results of Operations

As of June 30, 2021, our total operations included 685 communities with a capacity to serve over 60,000 residents. As of that date, we owned 348 communities (31,783 units), leased 300 communities (21,038 units), and managed 37 communities (6,157 units). The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period. Transactions completed during the period of January 1, 2020 to June 30, 2021 affect the comparability of our results of operations.

We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.
Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent

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portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects. As presented herein, same community results include the direct costs incurred to respond to the COVID-19 pandemic.

RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue, revenue from private duty services provided to seniors living outside of our communities, and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.

RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue, revenue from private duty services provided to seniors living outside of our communities, and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPOR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.

Weighted average occupancy rate reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our senior housing revenue performance.

This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.

Comparison of Three Months Ended June 30, 2021 and 2020

Summary Operating Results

The following table summarizes our overall operating results for the three months ended June 30, 2021 and 2020.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands)20212020AmountPercent
Total resident fees and management fees revenue$678,976 $737,705 $(58,729)(8.0)%
Other operating income1,308 26,693 (25,385)(95.1)%
Facility operating expense550,846 606,034 (55,188)(9.1)%
Net income (loss)(83,604)(118,420)(34,816)(29.4)%
Adjusted EBITDA33,064 44,733 (11,669)(26.1)%

The decrease in total resident fees and management fees revenue was primarily attributable to a $57.7 million decrease in resident fees, including a 7.2% decrease in same community RevPAR, comprised of an 860 basis point decrease in same community weighted average occupancy and a 4.2% increase in same community RevPOR. Additionally, the disposition of 13 communities through sales and conveyances of owned communities and lease terminations since the beginning of the prior year period resulted in $12.5 million less in resident fees during the three months ended June 30, 2021 compared to the prior year period. Revenue for the Health Care Services segment decreased $2.9 million, as our home health average daily census decreased compared to the prior year period primarily due to the COVID-19 pandemic and lower occupancy in our

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communities. Management fee revenue decreased $1.1 million primarily due to the transition of management agreements on 43 net communities since the beginning of the prior year period.

During the three months ended June 30, 2021 and 2020, we recognized $1.3 million and $26.7 million, respectively, of government grants and employee retention credits as other operating income based on our estimates of our satisfaction of the conditions of the credits and grants during the period.

The decrease in facility operating expense was primarily attributable to a 6.1% decrease in same community facility operating expense, which was primarily due to a $44.9 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in contract labor costs due to a competitive labor market and an increase in advertising costs as we scaled back advertising during the prior year period as a result of the pandemic. Facility operating expenses for the Health Care Services segment decreased $13.1 million primarily attributable to a decrease in labor costs for home health services as a result of the lower census and a decrease in incremental direct costs to respond to the COVID-19 pandemic. Additionally, the disposition of communities since the beginning of the prior year period resulted in $12.9 million less in facility operating expense during the three months ended June 30, 2021 compared to the prior year period. Facility operating expense for the three months ended June 30, 2021 and 2020 includes $9.7 million and $60.6 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

The decrease in net loss was primarily attributable to decreases in facility operating lease expense, depreciation and amortization expense, non-cash asset impairment expense, and provision for income taxes, as well as an increase in equity in earnings of unconsolidated ventures compared to the prior year period, partially offset by the net impact of the revenue, other operating income, and facility operating expense factors previously discussed.

The decrease in Adjusted EBITDA was primarily attributable to the net impact of the revenue, other operating income, and facility operating expense factors previously discussed and an increase in general and administrative expense (excluding non-cash stock based compensation expense and transaction and organizational restructuring costs), partially offset by a $21.4 million decrease in cash facility operating lease payments, primarily reflecting reduced cash lease payments as a result of the lease restructuring transaction with Ventas on July 26, 2020.


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Operating Results - Senior Housing Segments

The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the three months ended June 30, 2021 and 2020, including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$586,665 $641,459 $(54,794)(8.5)%
Other operating income$786 $9,698 $(8,912)(91.9)%
Facility operating expense$466,424 $508,561 $(42,137)(8.3)%
Number of communities (period end)648 660 (12)(1.8)%
Number of units (period end)52,821 54,019 (1,198)(2.2)%
Total average units52,911 54,040 (1,129)(2.1)%
RevPAR$3,692 $3,954 $(262)(6.6)%
Occupancy rate (weighted average)70.5 %78.7 %(820) bpsn/a
RevPOR$5,237 $5,022 $215 4.3 %
Same Community Operating Results and Data
Resident fees$559,415 $602,682 $(43,267)(7.2)%
Other operating income$769 $7,044 $(6,275)(89.1)%
Facility operating expense$443,948 $472,957 $(29,009)(6.1)%
Number of communities637 637 — — 
Total average units50,455 50,451 — 
RevPAR$3,696 $3,982 $(286)(7.2)%
Occupancy rate (weighted average)70.4 %79.0 %(860) bpsn/a
RevPOR$5,252 $5,040 $212 4.2 %


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Independent Living Segment

The following table summarizes the operating results and data for our Independent Living segment for the three months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$118,005 $130,278 $(12,273)(9.4)%
Other operating income$111 $— $111 NM
Facility operating expense$82,824 $89,240 $(6,416)(7.2)%
Number of communities (period end)68 68 — — 
Number of units (period end)12,566 12,534 32 0.3 %
Total average units12,552 12,534 18 0.1 %
RevPAR$3,134 $3,465 $(331)(9.6)%
Occupancy rate (weighted average)73.5 %83.5 %(1,000) bpsn/a
RevPOR$4,266 $4,147 $119 2.9 %
Same Community Operating Results and Data
Resident fees$114,659 $127,065 $(12,406)(9.8)%
Other operating income$110 $— $110 NM
Facility operating expense$80,303 $86,852 $(6,549)(7.5)%
Number of communities66 66 — — 
Total average units12,164 12,156 0.1 %
RevPAR$3,142 $3,484 $(342)(9.8)%
Occupancy rate (weighted average)73.4 %83.6 %(1,020) bpsn/a
RevPOR$4,280 $4,170 $110 2.6 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 1,020 basis point decrease in same community weighted average occupancy and a 2.6% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. During the three months ended June 30, 2021, the segment's quarterly net move-ins and move-outs turned positive for the first time since the pandemic began. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including an $8.0 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in advertising costs as we scaled back advertising during the prior year period as a result of the pandemic. The segment's facility operating expense for the three months ended June 30, 2021 and 2020 includes $1.4 million and $9.6 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.


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Assisted Living and Memory Care Segment

The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the three months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$391,718 $432,156 $(40,438)(9.4)%
Other operating income$629 $152 $477 NM
Facility operating expense$315,285 $344,600 $(29,315)(8.5)%
Number of communities (period end)560 570 (10)(1.8)%
Number of units (period end)34,904 35,744 (840)(2.4)%
Total average units35,018 35,785 (767)(2.1)%
RevPAR$3,728 $4,025 $(297)(7.4)%
Occupancy rate (weighted average)69.5 %77.8 %(830) bpsn/a
RevPOR$5,365 $5,172 $193 3.7 %
Same Community Operating Results and Data
Resident fees$386,661 $420,705 $(34,044)(8.1)%
Other operating income$627 $151 $476 NM
Facility operating expense$311,186 $334,006 $(22,820)(6.8)%
Number of communities556 556 — — 
Total average units34,505 34,509 (4)— 
RevPAR$3,735 $4,064 $(329)(8.1)%
Occupancy rate (weighted average)69.4 %78.0 %(860) bpsn/a
RevPOR$5,382 $5,207 $175 3.4 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of an 860 basis point decrease in same community weighted average occupancy and a 3.4% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. During the three months ended June 30, 2021, the segment's quarterly net move-ins and move-outs turned positive for the first time since the pandemic began. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases. Additionally, the disposition of 11 communities (877 units) since the beginning of the prior year period resulted in $6.4 million less in resident fees during the three months ended June 30, 2021 compared to the prior year period.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including a $31.7 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in contract labor costs due to a competitive labor market and an increase in advertising costs as we scaled back advertising during the prior year period as a result of the pandemic. Additionally, the disposition of communities since the beginning of the prior year period resulted in $6.3 million less in facility operating expense during the three months ended June 30, 2021 compared to the prior year period. The segment's facility operating expense for the three months ended June 30, 2021 and 2020 includes $6.1 million and $38.7 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

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CCRCs Segment

The following table summarizes the operating results and data for our CCRCs segment for the three months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$76,942 $79,025 $(2,083)(2.6)%
Other operating income$46 $9,546 $(9,500)(99.5)%
Facility operating expense$68,315 $74,721 $(6,406)(8.6)%
Number of communities (period end)20 22 (2)(9.1)%
Number of units (period end)5,351 5,741 (390)(6.8)%
Total average units5,341 5,721 (380)(6.6)%
RevPAR$4,770 $4,572 $198 4.3 %
Occupancy rate (weighted average)70.2 %74.0 %(380) bpsn/a
RevPOR$6,790 $6,181 $609 9.9 %
Same Community Operating Results and Data
Resident fees$58,095 $54,912 $3,183 5.8 %
Other operating income$32 $6,893 $(6,861)(99.5)%
Facility operating expense$52,459 $52,099 $360 0.7 %
Number of communities15 15 — — 
Total average units3,786 3,786 — — 
RevPAR$5,115 $4,835 $280 5.8 %
Occupancy rate (weighted average)69.4 %73.2 %(380) bpsn/a
RevPOR$7,374 $6,605 $769 11.6 %

The decrease in the segment's resident fees was primarily attributable to the disposition of two communities (456 units) since the beginning of the prior year period, which resulted in $6.1 million less in resident fees during the three months ended June 30, 2021 compared to the prior year period. The decrease in resident fees was partially offset by the increase in the segment's same community RevPAR, comprised of an 11.6% increase in same community RevPOR and a 380 basis point decrease in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of an occupancy mix shift from less independent living services to more skilled nursing services within the segment and in-place rent increases. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. The segment’s period-end occupancy increased on a sequential basis for both the three months ended March 31, 2021 and June 30, 2021.

The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $6.6 million less in facility operating expense during the three months ended June 30, 2021 compared to the prior year period, partially offset by an increase in the segment's same community facility operating expense. The increase in the segment's same community facility operating expense was primarily attributable to an increase in labor expense arising from increased contract labor costs due to a competitive labor market and wage rate increases, an increase in healthcare supplies costs as we intentionally scaled back advertising during the prior year period for the reduced occupancy, an increase in repairs and maintenance costs due to more move-ins during the period, and an increase in advertising costs. These increases in the segment's same community facility operating expense were partially offset by a $5.2 million decrease in incremental direct costs to respond to the COVID-19 pandemic. The segment's facility operating expense for the three months ended June 30, 2021 and 2020 includes $1.4 million and $9.3 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.



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Operating Results - Health Care Services Segment

The following table summarizes the operating results and data for our Health Care Services segment for the three months ended June 30, 2021 and 2020.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except census)20212020AmountPercent
Resident fees$87,313 $90,170 $(2,857)(3.2)%
Other operating income$522 $16,995 $(16,473)(96.9)%
Facility operating expense$84,422 $97,473 $(13,051)(13.4)%
Home health average daily census11,174 12,980 (1,806)(13.9)%
Hospice average daily census1,467 1,646 (179)(10.9)%

The decrease in the segment's resident fees was primarily attributable to a decrease in revenue for home health services, as our home health average daily census decreased compared to the prior year period primarily due to the COVID-19 pandemic and lower occupancy in our communities.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in labor costs for home health services as a result of the lower census and a $2.3 million decrease in incremental direct costs to respond to the COVID-19 pandemic. The segment's facility operating expense for the three months ended June 30, 2021 and 2020 includes $0.8 million and $3.1 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

As described above, we sold 80% of our equity in our Health Care Services segment pursuant to the Purchase Agreement with HCA Healthcare on July 1, 2021. For periods beginning July 1, 2021, we expect that the results and financial position of our Health Care Services segment will be deconsolidated from the consolidated financial statements and our 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting.

Operating Results - Management Services Segment

The following table summarizes the operating results and data for our Management Services segment for the three months ended June 30, 2021 and 2020.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities and units)20212020AmountPercent
Management fees$4,998 $6,076 $(1,078)(17.7)%
Reimbursed costs incurred on behalf of managed communities$43,008 $101,511 $(58,503)(57.6)%
Costs incurred on behalf of managed communities$43,008 $101,511 $(58,503)(57.6)%
Number of communities (period end)37 77 (40)(51.9)%
Number of units (period end)6,157 10,694 (4,537)(42.4)%
Total average units6,354 10,905 (4,551)(41.7)%

The decrease in management fees was primarily attributable to the transition of management arrangements on 43 net communities since the beginning of the prior year period generally for management arrangements on certain former unconsolidated ventures in which we sold our interest and interim management arrangements on formerly leased communities. Management fees of $5.0 million for the three months ended June 30, 2021 include $0.8 million of management fees attributable to communities for which our management agreements were terminated during such period. We expect the terminations of a significant majority of our remaining management agreements to occur in the next approximately 12 months.

The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year period.


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Operating Results - Other Income and Expense Items

The following table summarizes other income and expense items in our operating results for the three months ended June 30, 2021 and 2020.
Three Months Ended
June 30,
Increase (Decrease)
(in thousands)20212020AmountPercent
General and administrative expense$52,400 $52,518 $(118)(0.2)%
Facility operating lease expense43,864 62,379 (18,515)(29.7)%
Depreciation and amortization83,591 93,154 (9,563)(10.3)%
Asset impairment2,078 10,290 (8,212)(79.8)%
Interest income341 2,243 (1,902)(84.8)%
Interest expense49,057 52,422 (3,365)(6.4)%
Gain (loss) on debt modification and extinguishment, net— (157)157 NM
Equity in earnings (loss) of unconsolidated ventures13,946 438 13,508 NM
Gain (loss) on sale of assets, net(79)(1,029)950 92.3 %
Other non-operating income (loss)2,948 988 1,960 198.4 %
Benefit (provision) for income taxes792 (8,504)9,296 NM

General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to decreases in transaction costs, non-cash stock-based compensation expense, and organizational restructuring costs, partially offset by an increase in incentive compensation costs. General and administrative expense includes transaction and organizational restructuring costs of $0.7 million and $3.4 million for the three months ended June 30, 2021 and 2020, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. General and administrative expense of $52.4 million for the three months ended June 30, 2021 includes direct general and administrative expense attributable to the Health Care Services segment, which was subsequently transitioned to the unconsolidated Health Care Services venture on July 1, 2021. Additionally, we expect reductions of general and administrative expense for indirect scaling initiatives, including initiatives completed prior to the date of this report.

Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily due to the Ventas lease portfolio restructuring during the prior year and lease termination activity since the beginning of the prior year period.

Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily due to disposition activity since the beginning of the prior year period and leasehold improvements for certain leased communities becoming fully depreciated since the beginning of the prior year period.

Asset Impairment. During the three months ended June 30, 2021 and 2020, we recorded $2.1 million and $10.3 million, respectively, of non-cash impairment charges, primarily for right-of-use assets for certain leased communities with decreased future cash flow estimates as a result of the COVID-19 pandemic.

Interest Expense. The decrease in interest expense was primarily due to a decrease in interest expense on long-term debt, reflecting the impact of lower interest rates.

Equity in Earnings (Loss) of Unconsolidated Ventures. The increase in equity in earnings of unconsolidated ventures was primarily due to the gain on sale of assets recognized by our unconsolidated entry fee CCRC venture for the sale of the two remaining entry fee CCRCs during the current year period.

Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the three months ended June 30, 2021 and 2020 was primarily due to the annualized effective rate for 2021 as compared to 2020.


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We recorded an aggregate deferred federal, state, and local tax benefit of $20.8 million as a result of the operating loss for the three months ended June 30, 2021, which was offset by a proportionate increase in the valuation allowance of $19.8 million. The change in the valuation allowance for the three months ended June 30, 2021 resulted from the anticipated reversal of future tax liabilities offset by future tax deductions. We recorded an aggregate deferred federal, state, and local tax benefit of $26.7 million for the three months ended June 30, 2020, which was offset by an increase in the valuation allowance of $33.2 million.

We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2021 and December 31, 2020 was $426.3 million and $381.0 million, respectively.

Comparison of Six Months Ended June 30, 2021 and 2020

Summary Operating Results

The following table summarizes our overall operating results for the six months ended June 30, 2021 and 2020.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands)20212020AmountPercent
Total resident fees and management fees revenue$1,351,892 $1,629,127 $(277,235)(17.0)%
Other operating income12,043 26,693 (14,650)(54.9)%
Facility operating expense1,107,158 1,194,516 (87,358)(7.3)%
Net income (loss)(191,907)251,077 (442,984)NM
Adjusted EBITDA68,045 229,802 (161,757)(70.4)%

The decrease in total resident fees and management fees revenue was primarily attributable to a $176.0 million decrease in resident fees, including a 10.8% decrease in same community RevPAR, comprised of an 1,130 basis point decrease in same community weighted average occupancy and a 3.5% increase in same community RevPOR. Additionally, the disposition of 15 communities through sales and conveyances of owned communities and lease terminations since the beginning of the prior year period resulted in $27.9 million less in resident fees during the six months ended June 30, 2021 compared to the prior year period. Revenue for the Health Care Services segment decreased $10.8 million, as our home health average daily census decreased compared to the prior year period primarily due to the COVID-19 pandemic and lower occupancy in our communities. Management fee revenue decreased $101.2 million primarily due to $100.0 million of management fee revenue during the three months ended March 31, 2020 for the management termination fee payment from Healthpeak and terminations of management agreements subsequent to the beginning of the prior year period.

During the six months ended June 30, 2021 and 2020, we recognized $12.0 million and $26.7 million, respectively, of government grants and employee retention credits as other operating income based on our estimates of our satisfaction of the conditions of the grants and credits during the period.

The decrease in facility operating expense was primarily attributable to a 3.6% decrease in same community facility operating expense which was primarily due to a $28.9 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in contract labor costs due to a competitive labor market and an increase in advertising costs as we scaled back advertising during the prior year period due to the pandemic. Facility operating expenses for the Health Care Services segment decreased $30.0 million primarily attributable to a decrease in labor costs for home health services as a result of lower census and as we adjusted our home health services operational structure to better align our facility operating expenses and business model with the new Patient-Driven Grouping Model ("PDGM"), an alternate home health case-mix adjustment methodology with a 30-day unit of payment, which became effective beginning January 1, 2020. Additionally, the disposition of communities since the beginning of the prior year period resulted in $26.5 million less in facility operating expense during the six months ended June 30, 2021 compared to the prior year period. Facility operating expense for the six months ended June 30, 2021 and 2020 includes $37.1 million and $70.6 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

The change in net income (loss) was primarily attributable to a $370.8 million decrease in net gain on sale of assets, primarily resulting from the sale of our interest in the CCRC Venture, as well as the net impact of the revenue, other operating income,

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and facility operating expense factors previously discussed, offset by decreases in non-cash asset impairment expense and facility operating lease expense compared to the prior year period.

The decrease in Adjusted EBITDA was primarily attributable to the revenue, other operating income, and facility operating expense factors previously discussed, partially offset by a $43.5 million decrease in cash facility operating lease payments, primarily reflecting reduced cash lease payments as a result of the lease restructuring transaction with Ventas on July 26, 2020.

Operating Results - Senior Housing Segments

The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the six months ended June 30, 2021 and 2020 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$1,164,164 $1,329,347 $(165,183)(12.4)%
Other operating income$8,938 $9,698 $(760)(7.8)%
Facility operating expense$935,705 $993,103 $(57,398)(5.8)%
Number of communities (period end)648 660 (12)(1.8)%
Number of units (period end)52,821 54,019 (1,198)(2.2)%
Total average units52,941 54,112 (1,171)(2.2)%
RevPAR$3,662 $4,092 $(430)(10.5)%
Occupancy rate (weighted average)70.0 %81.0 %(1,100) bpsn/a
RevPOR$5,228 $5,054 $174 3.4 %
Same Community Operating Results and Data
Resident fees$1,110,882 $1,245,914 $(135,032)(10.8)%
Other operating income$8,323 $7,044 $1,279 18.2 %
Facility operating expense$890,287 $923,637 $(33,350)(3.6)%
Number of communities637 637 — — 
Total average units50,455 50,455 — — 
RevPAR$3,670 $4,116 $(446)(10.8)%
Occupancy rate (weighted average)69.9 %81.2 %(1,130) bpsn/a
RevPOR$5,248 $5,069 $179 3.5 %


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Independent Living Segment

The following table summarizes the operating results and data for our Independent Living segment for the six months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$236,787 $266,140 $(29,353)(11.0)%
Other operating income$1,475 $— $1,475 NM
Facility operating expense$165,641 $173,688 $(8,047)(4.6)%
Number of communities (period end)68 68 — — 
Number of units (period end)12,566 12,534 32 0.3 %
Total average units12,546 12,532 14 0.1 %
RevPAR$3,146 $3,540 $(394)(11.1)%
Occupancy rate (weighted average)73.5 %85.3 %(1,180) bpsn/a
RevPOR$4,278 $4,149 $129 3.1 %
Same Community Operating Results and Data
Resident fees$230,284 $259,621 $(29,337)(11.3)%
Other operating income$1,437 $— $1,437 NM
Facility operating expense$160,670 $169,024 $(8,354)(4.9)%
Number of communities66 66 — — 
Total average units12,163 12,158 — 
RevPAR$3,156 $3,559 $(403)(11.3)%
Occupancy rate (weighted average)73.5 %85.3 %(1,180) bpsn/a
RevPOR$4,294 $4,172 $122 2.9 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 1,180 basis points decrease in same community weighted average occupancy and a 2.9% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. During the three months ended June 30, 2021, the segment's quarterly net move-ins and move-outs turned positive for the first time since the pandemic began. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including a $6.3 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in advertising costs as we scaled back advertising during the prior year period as a result of the pandemic. The segment's facility operating expense for the six months ended June 30, 2021 and 2020 includes $4.5 million and $10.8 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.


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Assisted Living and Memory Care Segment

The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the six months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$778,656 $889,635 $(110,979)(12.5)%
Other operating income$5,733 $152 $5,581 NM
Facility operating expense$635,894 $670,078 $(34,184)(5.1)%
Number of communities (period end)560 570 (10)(1.8)%
Number of units (period end)34,904 35,744 (840)(2.4)%
Total average units35,063 35,864 (801)(2.2)%
RevPAR$3,700 $4,134 $(434)(10.5)%
Occupancy rate (weighted average)68.9 %79.9 %(1,100) bpsn/a
RevPOR$5,371 $5,175 $196 3.8 %
Same Community Operating Results and Data
Resident fees$768,109 $864,974 $(96,865)(11.2)%
Other operating income$5,594 $151 $5,443 NM
Facility operating expense$626,195 $650,344 $(24,149)(3.7)%
Number of communities556 556 — — 
Total average units34,506 34,511 (5)— 
RevPAR$3,710 $4,177 $(467)(11.2)%
Occupancy rate (weighted average)68.8 %80.1 %(1,130) bpsn/a
RevPOR$5,389 $5,214 $175 3.4 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 1,130 basis point decrease in same community weighted average occupancy and a 3.4% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. During the three months ended June 30, 2021, the segment's quarterly net move-ins and move-outs turned positive for the first time since the pandemic began. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases. Additionally, the disposition of 13 communities (1,044 units) since the beginning of the prior year period resulted in $13.8 million less in resident fees during the six months ended June 30, 2021 compared to the prior year period.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including a $20.4 million decrease in incremental direct costs to respond to the COVID-19 pandemic, a decrease in labor costs arising from fewer hours worked, and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in contract labor costs due to a competitive labor market and an increase in advertising costs as we scaled back advertising during the prior year period as a result of the pandemic. Additionally, the disposition of communities since the beginning of the prior year period resulted in $13.3 million less in facility operating expense during the six months ended June 30, 2021 compared to the prior year period. The segment's facility operating expense for the six months ended June 30, 2021 and 2020 includes $25.0 million and $46.4 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.


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CCRCs Segment

The following table summarizes the operating results and data for our CCRCs segment for the six months ended June 30, 2021 and 2020, including operating results and data on a same community basis.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)20212020AmountPercent
Resident fees$148,721 $173,572 $(24,851)(14.3)%
Other operating income$1,730 $9,546 $(7,816)(81.9)%
Facility operating expense$134,170 $149,337 $(15,167)(10.2)%
Number of communities (period end)20 22 (2)(9.1)%
Number of units (period end)5,351 5,741 (390)(6.8)%
Total average units5,332 5,716 (384)(6.7)%
RevPAR$4,621 $5,034 $(413)(8.2)%
Occupancy rate (weighted average)69.3 %78.2 %(890) bpsn/a
RevPOR$6,665 $6,438 $227 3.5 %
Same Community Operating Results and Data
Resident fees$112,489 $121,319 $(8,830)(7.3)%
Other operating income$1,292 $6,893 $(5,601)(81.3)%
Facility operating expense$103,422 $104,269 $(847)(0.8)%
Number of communities15 15 — — 
Total average units3,786 3,786 — — 
RevPAR$4,952 $5,341 $(389)(7.3)%
Occupancy rate (weighted average)68.3 %77.8 %(950) bpsn/a
RevPOR$7,255 $6,864 $391 5.7 %

The decrease in the segment's resident fees was primarily attributable to the disposition of two communities (456 units) since the beginning of the prior year period which resulted in $14.1 million less in resident fees during the six months ended June 30, 2021 compared to the prior year period. Additionally, there was a decrease in the segment's same community RevPAR, comprised of a 950 basis point decrease in same community weighted average occupancy and a 5.7% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the impact of the net move-in and move-out activity at our communities since the beginning of the prior year period. The segment’s period-end occupancy increased on a sequential basis for both the three months ended March 31, 2021 and June 30, 2021. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases and an occupancy mix shift from less independent living services to more skilled nursing services within the segment.

The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $13.2 million less in facility operating expense during the six months ended June 30, 2021 compared to the prior year period and a decrease in the segment's same community facility operating expense. The decrease in the segment's same community facility operating expense was primarily attributable to a $2.2 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the period. These decreases in the segment's same community facility operating expense were partially offset by an increase in labor expense arising from increased contract labor costs due to a competitive labor market and wage rate increases. The segment's facility operating expense for the six months ended June 30, 2021 and 2020 includes $5.4 million and $9.9 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.


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Operating Results - Health Care Services Segment

The following table summarizes the operating results and data for our Health Care Services segment for the six months ended June 30, 2021 and 2020.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except census)20212020AmountPercent
Resident fees$174,164 $184,989 $(10,825)(5.9)%
Other operating income$3,105 $16,995 $(13,890)(81.7)%
Facility operating expense$171,453 $201,413 $(29,960)(14.9)%
Home health average daily census11,409 13,500 (2,091)(15.5)%
Hospice average daily census1,488 1,672 (184)(11.0)%

The decrease in the segment's resident fees was primarily attributable to a decrease in revenue for home health services, as our home health average daily census decreased compared to the prior year period primarily due to the COVID-19 pandemic and lower occupancy in our communities.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in labor costs for home health services as a result of the lower census and as we adjusted our home health services operational structure to better align our facility operating expenses and business model with the new payment model. The segment's facility operating expense for the six months ended June 30, 2021 and 2020 includes $2.2 million and $3.5 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

As described above, we sold 80% of our equity in our Health Care Services segment pursuant to the Purchase Agreement with HCA Healthcare on July 1, 2021. For periods beginning July 1, 2021, we expect that the results and financial position of our Health Care Services segment will be deconsolidated from the consolidated financial statements and our 20% equity interest in the Health Care Services venture will be accounted for under the equity method of accounting.

Operating Results - Management Services Segment

The following table summarizes the operating results and data for our Management Services segment for the six months ended June 30, 2021 and 2020.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands, except communities, units, and occupancy)20212020AmountPercent
Management fees$13,564 $114,791 $(101,227)(88.2)%
Reimbursed costs incurred on behalf of managed communities$108,802 $224,228 $(115,426)(51.5)%
Costs incurred on behalf of managed communities$108,802 $224,228 $(115,426)(51.5)%
Number of communities (period end)37 77 (40)(51.9)%
Number of units (period end)6,157 10,694 (4,537)(42.4)%
Total average units7,306 12,115 (4,809)(39.7)%

The decrease in management fees was primarily attributable to $100.0 million of management agreement termination fees recognized for the six months ended June 30, 2020 for the management agreement termination fee received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture. As of June 30, 2021, we have completed the transition of management arrangements on 63 net communities since the beginning of the prior year period, generally for management arrangements on certain former unconsolidated ventures in which we sold our interest and interim management arrangements on formerly leased communities. Management fees of $13.6 million for the six months ended June 30, 2021 include $5.2 million of management agreement termination fees and $1.3 million of other management fees attributable to communities for which our management agreements were terminated during such period. We expect the terminations of a significant majority of our remaining management agreements to occur in the next approximately 12 months.

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The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year period.

Operating Results - Other Income and Expense Items

The following table summarizes other income and expense items in our operating results for the six months ended June 30, 2021 and 2020.
Six Months Ended
June 30,
Increase (Decrease)
(in thousands)20212020AmountPercent
General and administrative expense$102,343 $107,113 $(4,770)(4.5)%
Facility operating lease expense88,282 126,860 (38,578)(30.4)%
Depreciation and amortization167,482 183,892 (16,410)(8.9)%
Asset impairment12,755 88,516 (75,761)(85.6)%
Interest income762 3,698 (2,936)(79.4)%
Interest expense97,664 108,782 (11,118)(10.2)%
Gain (loss) on debt modification and extinguishment, net— 19,024 (19,024)(100.0)%
Equity in earnings (loss) of unconsolidated ventures13,415 (570)13,985 NM
Gain (loss) on sale of assets, net1,033 371,810 (370,777)(99.7)%
Other non-operating income (loss)4,592 3,650 942 25.8 %
Benefit (provision) for income taxes40 7,324 (7,284)(99.5)%

General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to a reduction in our corporate headcount as we scaled our general and administrative costs in connection with community dispositions, as well as decreases in non-cash stock-based compensation expense, transaction costs, organizational restructuring costs, and travel costs. These decreases were partially offset by an increase in incentive compensation costs. General and administrative expense includes transaction and organizational restructuring costs of $2.6 million and $5.3 million for the six months ended June 30, 2021 and 2020, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. General and administrative expense of $102.3 million for the six months ended June 30, 2021 includes direct general and administrative expense attributable to the Health Care Services segment, which was subsequently transitioned to the unconsolidated Health Care Services venture on July 1, 2021. Additionally, we expect reductions of general and administrative expense for indirect scaling initiatives, including indirect initiatives completed prior to the date of this report.

Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily due to the Ventas lease portfolio restructuring during the prior year and lease termination activity since the beginning of the prior year period.

Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily due to disposition activity since the beginning of the prior year period and leasehold improvements for certain leased communities becoming fully depreciated since the beginning of the prior year period.

Asset Impairment. During the current year period, we recorded $12.8 million of non-cash impairment charges, primarily for right-of-use assets for certain leased communities with decreased future cash flow estimates as a result of the COVID-19 pandemic and for natural disaster related property damage sustained at certain communities during the period. During the prior year period, we recorded $88.5 million of non-cash impairment charges, primarily for right-of-use assets for certain leased communities with decreased future cash flow estimates as a result of the COVID-19 pandemic.

Interest Expense. The decrease in interest expense was primarily due to a decrease in interest expense on long-term debt, reflecting the impact of lower interest rates, and the acquisition of communities previously subject to financing leases since the beginning of the prior year period.


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Equity in Earnings (Loss) of Unconsolidated Ventures. The change in equity in earnings (loss) of unconsolidated ventures was primarily due to the gain on sale of assets recognized by our unconsolidated entry fee CCRC venture for the sale of the two remaining entry fee CCRCs during the current year period.

Gain (Loss) on Sale of Assets, Net. The decrease in gain on sale of assets, net was primarily due to a $369.8 million gain on sale of assets recognized for the sale of our ownership interest in the CCRC Venture during the prior year period.

Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the six months ended June 30, 2021 and 2020 was primarily due to the impact of the multi-part transaction with Healthpeak that occurred in the three months ended March 31, 2020. The impact represented the tax expense recorded on the gain of the sale of our interest in the CCRC Venture offset by a decrease in the valuation allowance that was a direct result of the multi-part transaction with Healthpeak.

We recorded an aggregate deferred federal, state, and local tax benefit of $46.0 million as a result of the operating loss for the six months ended June 30, 2021, which was offset by a proportionate increase in the valuation allowance of $45.3 million. We recorded an aggregate deferred federal, state, and local tax expense of $64.2 million, of which $28.9 million was recorded as a result of the benefit on our operating loss for the six months ended June 30, 2020. The benefit was offset by $93.1 million of tax expense that was recorded on the sale of our interest in the CCRC Venture. The tax expense was offset by a decrease in the valuation allowance of $79.5 million.

Liquidity and Capital Resources

This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.

Liquidity and Indebtedness

The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the condensed consolidated statements of cash flows, and our Adjusted Free Cash Flow:
Six Months Ended
June 30,
Increase (Decrease)
(in thousands)20212020AmountPercent
Net cash provided by (used in) operating activities$(20,447)$209,319 $(229,766)NM
Net cash provided by (used in) investing activities(2,245)(295,410)(293,165)(99.2)%
Net cash provided by (used in) financing activities(56,554)306,524 (363,078)NM
Net increase (decrease) in cash, cash equivalents, and restricted cash(79,246)220,433 (299,679)NM
Cash, cash equivalents, and restricted cash at beginning of period465,148 301,697 163,451 54.2 %
Cash, cash equivalents, and restricted cash at end of period$385,902 $522,130 $(136,228)(26.1)%
Adjusted Free Cash Flow$(105,421)$118,633 $(224,054)NM

The change in net cash provided by (used in) operating activities was attributable primarily to a decrease in same community revenue compared to the prior year period, the $100.0 million management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture in the prior year period, $85.0 million of cash received under the Medicare accelerated and advance payment program in the prior year period, a $32.1 million decrease in government grants accepted compared to the prior year period, and $26.5 million of the employer portion of social security payroll taxes deferred during the prior year period. These changes were partially offset by a decrease in cash facility operating lease payments and decreases in cash payments for accounts payable and accrued expenses compared to the prior year period.

The decrease in net cash used in investing activities was primarily attributable to $446.7 million of cash paid for the acquisition of communities during the prior year period, an $84.2 million increase in proceeds from sales and maturities of marketable securities, a $33.3 million decrease in cash paid for capital expenditures, and a $29.3 million decrease in purchases of marketable securities compared to the prior year period. These changes were partially offset by a $290.9 million decrease in net proceeds from the sale of assets compared to the prior year period.

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The change in net cash provided by (used in) financing activities was primarily attributable to a $452.4 million decrease in debt proceeds compared to the prior year period and $166.4 million of draws on our former secured credit facility during the prior year period. These changes were partially offset by a $231.0 million decrease in repayment of debt and financing lease obligations, an $18.1 million decrease in cash paid for share repurchases, and a $7.3 million decrease in cash paid for financing costs compared to the prior year period.

The change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by (used in) operating activities, excluding $5.4 million of distributions from unconsolidated ventures, and an $18.8 million decrease in non-development capital expenditures, net compared to the prior year period.

Our principal sources of liquidity have historically been from:

cash balances on hand, cash equivalents, and marketable securities;
cash flows from operations;
proceeds from our credit facilities;
funds generated through unconsolidated venture arrangements;
proceeds from mortgage financing or refinancing of various assets;
funds raised in the debt or equity markets; and
proceeds from the disposition of assets.

Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity. During 2020, we also received cash grants and advanced Medicare payments under programs expanded or created under the CARES Act, and we have elected to utilize the CARES Act payroll tax deferral program, each as described above. As described above, we sold 80% of our equity in our Health Care Services segment on July 1, 2021, for net cash proceeds of $305.8 million at closing. We are evaluating the use of the net proceeds from the transaction.

Our liquidity requirements have historically arisen from:

working capital;
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;
debt, interest, and lease payments;
acquisition consideration, lease termination and restructuring costs, and transaction and integration costs;
capital expenditures and improvements, including the expansion, renovation, redevelopment, and repositioning of our current communities and the development of new communities;
cash collateral required to be posted in connection with our financial instruments and insurance programs;
purchases of common stock under our share repurchase authorizations;
other corporate initiatives (including integration, information systems, branding, and other strategic projects); and
prior to 2009, dividend payments.

Over the near-term, we expect that our liquidity requirements will primarily arise from:

working capital;
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs, including those related to the COVID-19 pandemic;
debt, interest, and lease payments;
payment of deferred payroll taxes under the CARES Act;
recoupment of payments received under the Accelerated and Advance Payment Program;
acquisition consideration;
transaction costs and expansion of our healthcare and service platform;
capital expenditures and improvements, including the expansion, renovation, redevelopment, and repositioning of our existing communities;
cash collateral required to be posted in connection with our financial instruments and insurance programs; and
other corporate initiatives (including information systems and other strategic projects).

We are highly leveraged and have significant debt and lease obligations. As of June 30, 2021, we had $3.9 billion of debt outstanding, at a weighted average interest rate of 3.6%. As of such date, 98.1%, or $3.8 billion of our total debt obligations represented non-recourse property-level mortgage financings. As of June 30, 2021, $1.4 billion of our long-term debt is variable

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rate debt subject to interest rate cap agreements. The remaining $128.1 million of our long-term variable rate debt is not subject to any interest rate cap agreements. As of June 30, 2021, $70.3 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility. We also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of June 30, 2021 under which $13.6 million had been issued as of that date.

As of June 30, 2021, we had $1.5 billion of operating and financing lease obligations. For the twelve months ending June 30, 2022, we will be required to make approximately $269.7 million of cash lease payments in connection with our existing operating and financing leases.

Total liquidity of $387.8 million as of June 30, 2021 included $280.7 million of unrestricted cash and cash equivalents (excluding restricted cash and lease security deposits of $108.0 million in the aggregate), $100.0 million of marketable securities, and $7.1 million of availability on our secured credit facility. Total liquidity as of June 30, 2021 decreased $187.7 million from total liquidity of $575.5 million as of December 31, 2020. The decrease was primarily attributable to the negative $105.4 million of Adjusted Free Cash Flow and $49.4 million of payments of mortgage debt during the six months ended June 30, 2021. As described above, we sold 80% of our equity in our Health Care Services segment on July 1, 2021, for net cash proceeds of $305.8 million at closing, which further enhanced our liquidity subsequent to June 30, 2021.

As of June 30, 2021, our current liabilities exceeded current assets by $116.4 million. Included in our current liabilities is $218.3 million of the current portion of long term debt which we have historically refinanced in the normal course. Our current liabilities also include $164.1 million of the current portion of operating and financing lease obligations, for which the associated right-of-use assets are excluded from current assets on our condensed consolidated balance sheets.

We currently estimate that our net cash proceeds of $305.8 million for the sale of 80% of our equity in our Health Care Services segment on July 1, 2021 and our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand, cash equivalents, and marketable securities will be sufficient to fund our liquidity needs for at least the next 12 months.

We continue to seek opportunities to enhance and preserve our liquidity, including through maintaining expense discipline and increasing occupancy, continuing to evaluate our financing structure and the state of debt markets, and seeking further government-sponsored financial relief related to the COVID-19 pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. Disruptions in the financial markets may have an adverse impact on our liquidity by making it more difficult for us to obtain financing or refinancing of various assets. Since the amount of mortgage financing available for our communities is generally dependent on their appraised values and performance, decreases in their appraised values, including due to adverse changes in real estate market conditions, or their performance, could result in available mortgage refinancing amounts that are less than the communities’ maturing indebtedness. If we are unable to obtain refinancing proceeds sufficient to cover maturing indebtedness, our liquidity could be adversely impacted and we may seek alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures, or to pursue any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.

Our capital expenditures are comprised of community-level, corporate, and development capital expenditures. Community-level capital expenditures include recurring expenditures (routine maintenance of communities over $1,500 per occurrence and for unit turnovers over $500 per unit) and community renovations, apartment upgrades, and other major building infrastructure projects. Corporate capital expenditures include those for information technology systems and equipment, the expansion of our support platform and healthcare services programs, and the remediation or replacement of assets as a result of casualty losses. Development capital expenditures include community expansions, major community redevelopment and repositioning projects, and the development of new communities.


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With our development capital expenditures program, we intend to expand, renovate, redevelop, and reposition certain of our communities where economically advantageous. Certain of our communities may benefit from additions and expansions or from adding a new level of service for residents to meet the evolving needs of our customers. These development projects include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present, or physical plant modifications.

The following table summarizes our capital expenditures for the six months ended June 30, 2021 for our consolidated business:
(in millions)
Community-level capital expenditures, net(1)
$53.3 
Corporate capital expenditures, net(2)
10.0 
Non-development capital expenditures, net(3)
63.3 
Development capital expenditures, net2.1 
Total capital expenditures, net$65.4 

(1)Reflects the amount invested, net of lessor reimbursements of $19.0 million.

(2)Includes $4.7 million of remediation costs at our communities resulting from natural disasters.

(3)Amount is included in Adjusted Free Cash Flow.

In the aggregate, we expect our full-year 2021 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $140 million. In addition, we expect our full-year 2021 development capital expenditures to be approximately $10 million, net of anticipated lessor reimbursements, and such projects include those for expansion, repositioning, redeveloping, and major renovation of selected existing senior living communities. We anticipate that our 2021 capital expenditures will be funded from cash on hand, cash equivalents, marketable securities, cash flows from operations, and reimbursements from lessors.

Funding our planned capital expenditures, pursuing any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or funding investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans.

Credit Facilities

On December 11, 2020, we entered into a revolving credit agreement with Capital One, National Association, as administrative agent and lender and the other lenders from time to time parties thereto. The agreement provides a commitment amount of up to $80 million which can be drawn in cash or as letters of credit. The agreement matures on January 15, 2024. Amounts drawn under the facility will bear interest at 30-day LIBOR plus an applicable margin which was 2.75% as of June 30, 2021. Additionally, a quarterly commitment fee of 0.25% per annum was applicable on the unused portion of the facility as of June 30, 2021. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of our communities and restricted cash deposits. Available capacity under the facility will vary from time to time based upon borrowing base calculations related to the appraised value and performance of the communities securing the credit facility.

As of June 30, 2021, $70.3 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility and the facility had $7.1 million of availability. We also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of June 30, 2021 under which $13.6 million had been issued as of that date.

Long-Term Leases

As of June 30, 2021, we operated 300 communities under long-term leases (234 operating leases and 66 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. We typically guarantee the performance and lease payment obligations of our subsidiary

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lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.

The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or leased property revenue. We are responsible for all operating costs, including repairs, property taxes, and insurance. The lease terms generally provide for renewal or extension options from 5 to 20 years, and, in some instances, purchase options.

The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios. In addition, our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met.

In addition, certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand, develop, or acquire senior housing communities and operating companies.

For the three and six months ended June 30, 2021, our cash lease payments for our operating leases were $53.7 million and $107.6 million, respectively and for our financing leases were $16.4 million and $32.5 million, respectively. For the twelve months ending June 30, 2022, we will be required to make $269.7 million of cash lease payments in connection with our existing operating and financing leases. Our capital expenditure plans for 2021 include required minimum spend of approximately $18 million for capital expenditures under certain of our community leases. Additionally, we are required to spend an average of approximately $26 million per year for each of the following four years and approximately $17 million thereafter under the initial lease terms of such leases.

Debt and Lease Covenants

Certain of our debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity as calculated in accordance with GAAP, and in certain circumstances, reduced by intangible assets or liabilities or increased by deferred gains from sale-leaseback transactions and deferred entrance fee revenue. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).

Furthermore, our debt and leases are secured by our communities and, in certain cases, a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.

As of June 30, 2021, we are in compliance with the financial covenants of our debt agreements and long-term leases.


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Contractual Commitments
Significant ongoing commitments consist primarily of leases, debt, and certain other long-term liabilities. For a summary and complete presentation and description of our ongoing commitments and contractual obligations, see the "Contractual Commitments" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. There have been no material changes outside the ordinary course of business in our contractual commitments during the six months ended June 30, 2021.

Off-Balance Sheet Arrangements

As of June 30, 2021, we do not have an interest in any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, cash requirements, or capital resources.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. We caution investors that amounts presented in accordance with our definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. We urge investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility lease termination and modification, operating lease expense adjustment, amortization of deferred gain, change in future service obligation, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance.

We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to our financing and capital structure and other items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods; and (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry.

Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility lease termination and modification, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect our operating results.


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The table below reconciles Adjusted EBITDA from net income (loss).
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2021202020212020
Net income (loss)$(83,604)$(118,420)$(191,907)$251,077 
Provision (benefit) for income taxes(792)8,504 (40)(7,324)
Equity in (earnings) loss of unconsolidated ventures(13,946)(438)(13,415)570 
Loss (gain) on debt modification and extinguishment, net— 157 — (19,024)
Loss (gain) on sale of assets, net79 1,029 (1,033)(371,810)
Other non-operating (income) loss(2,948)(988)(4,592)(3,650)
Interest expense49,057 52,422 97,664 108,782 
Interest income(341)(2,243)(762)(3,698)
Income (loss) from operations(52,495)(59,977)(114,085)(45,077)
Depreciation and amortization83,591 93,154 167,482 183,892 
Asset impairment2,078 10,290 12,755 88,516 
Operating lease expense adjustment(5,326)(8,221)(9,990)(14,954)
Non-cash stock-based compensation expense4,527 6,119 9,310 12,076 
Transaction and organizational restructuring costs689 3,368 2,573 5,349 
Adjusted EBITDA(1)
$33,064 $44,733 $68,045 $229,802 

(1)     Adjusted EBITDA includes:
$1.3 million and $12.0 million benefit for the three and six months ended June 30, 2021, respectively, and $26.7 million for both the three and six months ended June 30, 2020 of government grants and credits recognized in other operating income
$100.0 million benefit for the six months ended June 30, 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture

Adjusted Free Cash Flow

Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for lease termination, cash paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.

We believe that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.

Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.


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The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2021202020212020
Net cash provided by (used in) operating activities$3,410 $151,840 $(20,447)$209,319 
Net cash provided by (used in) investing activities1,561 (47,483)(2,245)(295,410)
Net cash provided by (used in) financing activities(20,992)(40,726)(56,554)306,524 
Net increase (decrease) in cash, cash equivalents, and restricted cash$(16,021)$63,631 $(79,246)$220,433 
Net cash provided by (used in) operating activities$3,410 $151,840 $(20,447)$209,319 
Distributions from unconsolidated ventures from cumulative share of net earnings(5,355)— (5,355)— 
Changes in prepaid insurance premiums financed with notes payable(4,200)(5,770)8,785 11,664 
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(7,943)(6,421)(15,506)(10,509)
Non-development capital expenditures, net(35,795)(21,521)(63,245)(82,077)
Payment of financing lease obligations(4,864)(4,677)(9,653)(9,764)
Adjusted Free Cash Flow(1)
$(54,747)$113,451 $(105,421)$118,633 

(1)     Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $0.7 million and $2.6 million for the three and six months ended June 30, 2021, respectively, and $3.4 million and $5.3 million for the three and six months ended June 30, 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
$0.4 million and $2.1 million for the three and six months ended June 30, 2021, respectively, and $34.2 million benefit for both the three and six months ended June 30, 2020 from Provider Relief Funds and other government grants accepted
$14.3 million recoupment of accelerated/advanced Medicare payments for both the three and six months ended June 30, 2021
$85.0 million benefit from accelerated/advanced Medicare payments received for both the three and six months ended June 30, 2020
$26.5 million benefit from payroll taxes deferred for the three and six months ended June 30, 2020
$100.0 million benefit for the six months ended June 30, 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks from changes in interest rates charged on our credit facilities and other variable-rate indebtedness. The impact on earnings and the value of our long-term debt are subject to change as a result of movements in market rates and prices. As of June 30, 2021, we had $2.4 billion of long-term fixed rate debt and $1.5 billion of long-term variable rate debt. As of June 30, 2021, our total fixed-rate debt and variable-rate debt outstanding had a weighted average interest rate of 3.6%.

In the normal course of business, we enter into certain interest rate cap agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. As of June 30, 2021, $1.4 billion, or 35.6%, of our long-term debt is variable rate debt subject to interest rate cap agreements and $128.1 million, or 3.3%, of our long-term debt is variable rate debt not subject to any interest rate cap agreements. Our outstanding variable rate debt is indexed to LIBOR, and accordingly our annual interest expense related to variable rate debt is directly affected by movements in LIBOR. After consideration of hedging instruments currently in place, increases in LIBOR of 100, 200, and 500 basis points would have resulted in additional annual interest expense of $15.4 million, $30.8 million, and $66.2 million, respectively. Certain of our variable debt instruments include springing provisions that obligate us to acquire additional interest rate caps in the event that LIBOR increases above certain levels, and the implementation of those provisions would result in additional mitigation of interest costs.


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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of June 30, 2021, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The information contained in Note 11 to the condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by this reference.

Item 1A.  Risk Factors

There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)Not applicable.
(b)Not applicable.
(c)The following table contains information regarding purchases of our common stock made during the quarter ended June 30, 2021 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
Period
Total
Number of
Shares
Purchased
(1)
Average
Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs ($ in thousands)
(2)
4/1/2021 - 4/30/2021— $— — $44,026 
5/1/2021 - 5/31/202116,765 6.83 — 44,026 
6/1/2021 - 6/30/2021— — — 44,026 
Total16,765 $6.83 — 

(1)Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock and restricted stock units. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock and restricted stock units or, if such date is not a trading day, the trading day immediately prior to such vesting date.
(2)On November 1, 2016, we announced that our Board of Directors had approved a share repurchase program that authorizes us to purchase up to $100.0 million in the aggregate of our common stock. The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market

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purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements, and capital availability. The repurchase program does not obligate us to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at our discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of June 30, 2021, $44.0 million remained available under the repurchase program.

Item 6.  Exhibits
Exhibit No.Description
2.1
3.1
3.2
4.1
4.2
10.1
10.2
10.3
31.1
31.2
32
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included in Exhibit 101).
*Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BROOKDALE SENIOR LIVING INC. 
(Registrant) 
 
By:/s/ Steven E. Swain 
Name:Steven E. Swain 
Title:Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 
Date:August 6, 2021 













































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