Leases | 7. Leases As of June 30, 2023, the Company operated 295 communities under long-term leases (281 operating leases and 14 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. In certain cases, the Company 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. As of June 30, 2023, the Company is in compliance with the financial covenants of its long-term leases. 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 Six Months Ended Operating Leases (in thousands) 2023 2022 2023 2022 Facility operating expense $ 1,732 $ 1,561 $ 3,358 $ 3,084 Facility lease expense 50,512 41,538 96,639 83,102 Operating lease expense 52,244 43,099 99,997 86,186 Operating lease expense adjustment (1) 11,557 8,308 22,362 16,615 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements — (3,367) (2,244) (4,857) Operating net cash outflows from operating leases $ 63,801 $ 48,040 $ 120,115 $ 97,944 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Six Months Ended Financing Leases (in thousands) 2023 2022 2023 2022 Depreciation and amortization $ 2,515 $ 7,607 $ 7,743 $ 15,273 Interest expense: financing lease obligations 5,453 11,994 12,005 24,052 Financing lease expense $ 7,968 $ 19,601 $ 19,748 $ 39,325 Operating cash outflows from financing leases $ 5,453 $ 11,994 $ 12,005 $ 24,052 Financing cash outflows from financing leases 2,126 5,610 7,978 11,100 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement — (3,770) — (6,977) Total net cash outflows from financing leases $ 7,579 $ 13,834 $ 19,983 $ 28,175 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of June 30, 2023 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2023 (six months) $ 132,021 $ 9,862 2024 249,943 19,724 2025 249,079 6,636 2026 134,886 6,619 2027 136,471 5,867 Thereafter 311,146 25,604 Total 1,213,546 74,312 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (292,002) (67,453) Total lease obligations $ 921,544 $ 151,995 Welltower Lease Amendments During the three months ended June 30, 2023, the Company entered into amendments to its existing lease arrangements with Welltower Inc. ("Welltower") pursuant to which the Company continues to lease 74 communities. In connection with the amendments, the Company extended the maturity of one lease involving 39 communities from December 31, 2026 until June 30, 2032. As a result, the Company's amended lease arrangements provide that the current term for 69 of the communities will expire on June 30, 2032 and the current term for five of the communities will expire on December 31, 2024. The amendments did not change the amount of required lease payments over the previous term of the leases or the annual lease escalators. In addition, Welltower agreed to make available a pool in the aggregate amount of up to $17.0 million to fund costs associated with certain capital expenditure projects for 69 of the communities. Upon reimbursement of such expenditures, the annual minimum rent under the lease will prospectively increase by the amount of the reimbursement multiplied by the sum of the then current SOFR (subject to a floor of 3.0%) and a margin of 4.0%, and such amount will escalate annually consistent with the minimum rent escalation provisions of the 39 community lease. The amended leases for 35 of such communities were prospectively classified as operating leases subsequent to the amendment. The prospective change in classification of such lease costs to operating lease expense will result in a $19.3 million increase in cash lease payments for operating leases for 2023 and an offsetting decrease in cash lease payments for financing leases. For the three and six months ended June 30, 2023, the classification of such lease costs as operating lease expense resulted in a $4.8 million increase in cash lease payments for operating leases and an offsetting decrease in cash lease payments for financing leases. The amendment to the lease arrangements increased the right-of-use assets and lease obligations recognized on the Company's condensed consolidated balance sheet each by $122.3 million. The amendments replaced the net worth covenant provisions requiring the Company to maintain at least $400.0 million of stockholders' equity with a consolidated tangible net worth covenant requiring the Company to maintain at least $2.0 billion of |
Leases | 7. Leases As of June 30, 2023, the Company operated 295 communities under long-term leases (281 operating leases and 14 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. In certain cases, the Company 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. As of June 30, 2023, the Company is in compliance with the financial covenants of its long-term leases. 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 Six Months Ended Operating Leases (in thousands) 2023 2022 2023 2022 Facility operating expense $ 1,732 $ 1,561 $ 3,358 $ 3,084 Facility lease expense 50,512 41,538 96,639 83,102 Operating lease expense 52,244 43,099 99,997 86,186 Operating lease expense adjustment (1) 11,557 8,308 22,362 16,615 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements — (3,367) (2,244) (4,857) Operating net cash outflows from operating leases $ 63,801 $ 48,040 $ 120,115 $ 97,944 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Six Months Ended Financing Leases (in thousands) 2023 2022 2023 2022 Depreciation and amortization $ 2,515 $ 7,607 $ 7,743 $ 15,273 Interest expense: financing lease obligations 5,453 11,994 12,005 24,052 Financing lease expense $ 7,968 $ 19,601 $ 19,748 $ 39,325 Operating cash outflows from financing leases $ 5,453 $ 11,994 $ 12,005 $ 24,052 Financing cash outflows from financing leases 2,126 5,610 7,978 11,100 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement — (3,770) — (6,977) Total net cash outflows from financing leases $ 7,579 $ 13,834 $ 19,983 $ 28,175 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of June 30, 2023 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2023 (six months) $ 132,021 $ 9,862 2024 249,943 19,724 2025 249,079 6,636 2026 134,886 6,619 2027 136,471 5,867 Thereafter 311,146 25,604 Total 1,213,546 74,312 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (292,002) (67,453) Total lease obligations $ 921,544 $ 151,995 Welltower Lease Amendments During the three months ended June 30, 2023, the Company entered into amendments to its existing lease arrangements with Welltower Inc. ("Welltower") pursuant to which the Company continues to lease 74 communities. In connection with the amendments, the Company extended the maturity of one lease involving 39 communities from December 31, 2026 until June 30, 2032. As a result, the Company's amended lease arrangements provide that the current term for 69 of the communities will expire on June 30, 2032 and the current term for five of the communities will expire on December 31, 2024. The amendments did not change the amount of required lease payments over the previous term of the leases or the annual lease escalators. In addition, Welltower agreed to make available a pool in the aggregate amount of up to $17.0 million to fund costs associated with certain capital expenditure projects for 69 of the communities. Upon reimbursement of such expenditures, the annual minimum rent under the lease will prospectively increase by the amount of the reimbursement multiplied by the sum of the then current SOFR (subject to a floor of 3.0%) and a margin of 4.0%, and such amount will escalate annually consistent with the minimum rent escalation provisions of the 39 community lease. The amended leases for 35 of such communities were prospectively classified as operating leases subsequent to the amendment. The prospective change in classification of such lease costs to operating lease expense will result in a $19.3 million increase in cash lease payments for operating leases for 2023 and an offsetting decrease in cash lease payments for financing leases. For the three and six months ended June 30, 2023, the classification of such lease costs as operating lease expense resulted in a $4.8 million increase in cash lease payments for operating leases and an offsetting decrease in cash lease payments for financing leases. The amendment to the lease arrangements increased the right-of-use assets and lease obligations recognized on the Company's condensed consolidated balance sheet each by $122.3 million. The amendments replaced the net worth covenant provisions requiring the Company to maintain at least $400.0 million of stockholders' equity with a consolidated tangible net worth covenant requiring the Company to maintain at least $2.0 billion of |