Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36499 | |
Entity Registrant Name | New Senior Investment Group Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0912734 | |
Entity Address, Address Line One | 55 West 46th Street, Suite 2204 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (646) | |
Local Phone Number | 822-3700 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SNR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 84,063,182 | |
Entity Central Index Key | 0001610114 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real estate investments: | ||
Land | $ 134,643 | $ 134,643 |
Buildings, improvements and other | 1,990,324 | 1,983,363 |
Accumulated depreciation | (448,739) | (417,455) |
Net real estate property | 1,676,228 | 1,700,551 |
Acquired lease and other intangible assets | 7,642 | 7,642 |
Accumulated amortization | (2,773) | (2,595) |
Net real estate intangibles | 4,869 | 5,047 |
Net real estate investments | 1,681,097 | 1,705,598 |
Cash and cash equivalents | 23,187 | 33,046 |
Receivables and other assets, net | 39,294 | 34,892 |
Total Assets | 1,743,578 | 1,773,536 |
Liabilities | ||
Debt, net | 1,481,051 | 1,486,164 |
Accrued expenses and other liabilities | 59,924 | 63,886 |
Total Liabilities | 1,540,975 | 1,550,050 |
Commitments and contingencies (Note 15) | ||
Redeemable preferred stock, par value $0.01 per share with $100 liquidation preference, 200,000 shares authorized, issued and outstanding as of both June 30, 2021 and December 31, 2020 | 20,250 | 20,253 |
Equity | ||
Preferred stock, par value $0.01 per share, 99,800,000 shares (excluding 200,000 shares of redeemable preferred stock) authorized, none issued or outstanding as of both June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 84,063,182 and 83,023,970 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 841 | 830 |
Additional paid-in capital | 911,171 | 907,577 |
Accumulated deficit | (726,519) | (694,194) |
Accumulated other comprehensive loss | (3,140) | (10,980) |
Total Equity | 182,353 | 203,233 |
Total Liabilities, Redeemable Preferred Stock and Equity | $ 1,743,578 | $ 1,773,536 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Redeemable preferred stock, liquidation preference per share (in dollars per share) | $ 100 | $ 100 |
Redeemable preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Redeemable preferred stock, shares issued (in shares) | 200,000 | 200,000 |
Redeemable preferred stock, shares outstanding (in shares) | 200,000 | 200,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 99,800,000 | 99,800,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 84,063,182 | 83,023,970 |
Common stock, shares outstanding (in shares) | 84,063,182 | 83,023,970 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||||
Revenues | |||||||
Total revenues | $ 79,089 | $ 84,533 | $ 158,785 | $ 171,123 | |||
Expenses | |||||||
Property operating expense | 49,698 | 48,760 | 99,146 | 99,825 | |||
Depreciation and amortization | 15,586 | 16,782 | 31,475 | 34,318 | |||
Interest expense | 14,350 | 15,281 | 28,703 | 32,500 | |||
General and administrative expense | 6,579 | 5,894 | 12,854 | 11,740 | |||
Acquisition, transaction and integration expense | 5,607 | 19 | 6,000 | 152 | |||
Loss on extinguishment of debt | 0 | 0 | 0 | 5,884 | |||
Other expense | 205 | 433 | 820 | 328 | |||
Total expenses | 92,025 | 87,169 | 178,998 | 184,747 | |||
Loss before income taxes | (12,936) | (2,636) | (20,213) | (13,624) | |||
Income tax expense | 33 | 22 | 67 | 82 | |||
Loss from continuing operations | (12,969) | (2,658) | (20,280) | (13,706) | |||
Discontinued Operations: | |||||||
Gain on sale of real estate | 0 | 0 | 0 | 19,992 | |||
Loss from discontinued operations | 0 | 0 | 0 | (3,107) | |||
Discontinued operations, net | 0 | 0 | 0 | 16,885 | |||
Net income (loss) | (12,969) | (2,658) | (20,280) | 3,179 | |||
Deemed dividend on redeemable preferred stock | (299) | (599) | (595) | (1,197) | |||
Net income (loss) attributable to common stockholders | $ (13,268) | $ (3,257) | $ (20,875) | $ 1,982 | |||
Basic and diluted earnings per common share: | |||||||
Loss from continuing operations attributable to common stockholders, per basic share (in dollars per share) | $ (0.16) | [1] | $ (0.04) | [1] | $ (0.25) | $ (0.18) | |
Loss from continuing operations attributable to common stockholders, per diluted share (in dollars per share) | (0.16) | [1] | (0.04) | [1] | (0.25) | (0.18) | |
Discontinued operations, net (in dollars per share) | 0 | [1] | 0 | [1] | 0 | 0.20 | |
Discontinued operations, net (in dollars per share) | 0 | [1] | 0 | [1] | 0 | 0.20 | |
Net income (loss) attributable to common stockholders, basic (in dollars per share) | (0.16) | [1] | (0.04) | [1] | (0.25) | 0.02 | |
Net income (loss) attributable to common stockholders, diluted (in dollars per share) | $ (0.16) | [1] | $ (0.04) | [1] | $ (0.25) | $ 0.02 | |
Weighted average number of shares of common stock outstanding | |||||||
Weighted average number of shares of common stock outstanding, Basic (in shares) | [2] | 83,653,329 | 82,459,741 | 83,233,377 | 82,423,182 | ||
Weighted average number of shares of common stock outstanding, Diluted (in shares) | 83,653,329 | [2] | 82,459,741 | [2] | 83,233,377 | 82,423,182 | |
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.065 | $ 0.065 | $ 0.13 | $ 0.195 | |||
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.13 | $ 0.20 | |||
Resident fees and services | |||||||
Revenues | |||||||
Total revenues | $ 77,507 | $ 82,951 | $ 155,620 | $ 167,958 | |||
Rental revenue | |||||||
Revenues | |||||||
Total revenues | $ 1,582 | $ 1,582 | $ 3,165 | $ 3,165 | |||
[1] | Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. The outstanding shares used to calculate the weighted average basic shares outstanding exclude 227,462 and 454,921 restricted stock awards, net of forfeitures, as of June 30, 2021 and 2020, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic EPS. Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. | ||||||
[2] | Dilutive share equivalents and options were excluded for the three and six months ended June 30, 2021 and 2020 as their inclusion would have been anti-dilutive given our loss position. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (12,969) | $ (2,658) | $ (20,280) | $ 3,179 |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on cash flow hedge | 670 | 762 | 7,840 | (7,956) |
Total other comprehensive income (loss) | 670 | 762 | 7,840 | (7,956) |
Total comprehensive loss | $ (12,299) | $ (1,896) | $ (12,440) | $ (4,777) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Accumulated Deficit | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) |
Equity (in shares) at Dec. 31, 2019 | 82,964,438 | ||||
Equity at Dec. 31, 2019 | $ 236,395 | $ 830 | $ (660,588) | $ 901,889 | $ (5,736) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Equity awards vested (shares) | 119,796 | ||||
Equity awards vested | 1 | $ 1 | 0 | ||
Shares repurchased and retired to satisfy tax withholding upon vesting (shares) | (121,240) | ||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (1,051) | $ (1) | (1,050) | ||
Amortization of equity-based compensation | 3,116 | 3,116 | |||
Directors shares issued (in shares) | 60,402 | ||||
Director shares issued | 180 | $ 0 | 180 | ||
Dividends declared - common stock | (16,077) | (16,077) | |||
Dividends declared - equity awards | 57 | 57 | |||
Deemed dividend on redeemable preferred stock | (500) | (500) | |||
Dividends declared on redeemable preferred stock | (697) | (697) | |||
Other comprehensive income (loss) | (7,956) | (7,956) | |||
Net income (loss) | 3,179 | 3,179 | |||
Equity (in shares) at Jun. 30, 2020 | 83,023,396 | ||||
Equity at Jun. 30, 2020 | $ 216,647 | $ 830 | (674,626) | 904,135 | (13,692) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.195 | ||||
Equity awards, dividends, per share, declared | $ 0.195 | ||||
Equity (in shares) at Mar. 31, 2020 | 82,880,222 | ||||
Equity at Mar. 31, 2020 | $ 222,239 | $ 829 | (666,424) | 902,288 | (14,454) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Equity awards vested (shares) | 96,659 | ||||
Equity awards vested | 1 | $ 1 | 0 | ||
Shares repurchased and retired to satisfy tax withholding upon vesting (shares) | (13,887) | ||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (52) | $ 0 | (52) | ||
Amortization of equity-based compensation | 1,719 | 1,719 | |||
Directors shares issued (in shares) | 60,402 | ||||
Director shares issued | 180 | $ 0 | 180 | ||
Dividends declared - common stock | (5,369) | (5,369) | |||
Dividends declared - equity awards | 424 | 424 | |||
Deemed dividend on redeemable preferred stock | (500) | (500) | |||
Dividends declared on redeemable preferred stock | (99) | (99) | |||
Other comprehensive income (loss) | 762 | 762 | |||
Net income (loss) | (2,658) | (2,658) | |||
Equity (in shares) at Jun. 30, 2020 | 83,023,396 | ||||
Equity at Jun. 30, 2020 | $ 216,647 | $ 830 | (674,626) | 904,135 | (13,692) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.065 | ||||
Equity awards, dividends, per share, declared | $ 0.065 | ||||
Equity (in shares) at Dec. 31, 2020 | 83,023,970 | 83,023,970 | |||
Equity at Dec. 31, 2020 | $ 203,233 | $ 830 | (694,194) | 907,577 | (10,980) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Equity awards vested (shares) | 336,043 | ||||
Equity awards vested | 0 | $ 3 | (3) | ||
Shares repurchased and retired to satisfy tax withholding upon vesting (shares) | (80,954) | ||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (751) | $ 0 | (751) | ||
Amortization of equity-based compensation | 4,356 | 4,356 | |||
Options exercised (in shares) | 784,123 | ||||
Option exercise | 0 | $ 8 | (8) | ||
Dividends declared - common stock | (10,829) | (10,829) | |||
Dividends declared - equity awards | (621) | (621) | |||
Deemed dividend on redeemable preferred stock | (250) | (250) | |||
Dividends declared on redeemable preferred stock | (345) | (345) | |||
Other comprehensive income (loss) | 7,840 | 7,840 | |||
Net income (loss) | $ (20,280) | (20,280) | |||
Equity (in shares) at Jun. 30, 2021 | 84,063,182 | 84,063,182 | |||
Equity at Jun. 30, 2021 | $ 182,353 | $ 841 | (726,519) | 911,171 | (3,140) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.13 | ||||
Equity awards, dividends, per share, declared | $ 0.13 | ||||
Equity (in shares) at Mar. 31, 2021 | 83,819,799 | ||||
Equity at Mar. 31, 2021 | $ 198,633 | $ 838 | (707,371) | 908,976 | (3,810) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Equity awards vested (shares) | 257,267 | ||||
Equity awards vested | 0 | $ 3 | (3) | ||
Shares repurchased and retired to satisfy tax withholding upon vesting (shares) | (13,884) | ||||
Shares repurchased and retired to satisfy tax withholding upon vesting | (107) | $ 0 | (107) | ||
Amortization of equity-based compensation | 2,305 | 2,305 | |||
Dividends declared - common stock | (5,449) | (5,449) | |||
Dividends declared - equity awards | (431) | (431) | |||
Deemed dividend on redeemable preferred stock | (250) | (250) | |||
Dividends declared on redeemable preferred stock | (49) | (49) | |||
Other comprehensive income (loss) | 670 | 670 | |||
Net income (loss) | $ (12,969) | (12,969) | |||
Equity (in shares) at Jun. 30, 2021 | 84,063,182 | 84,063,182 | |||
Equity at Jun. 30, 2021 | $ 182,353 | $ 841 | $ (726,519) | $ 911,171 | $ (3,140) |
Increase (Decrease) in Equity [Roll Forward] | |||||
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.065 | ||||
Equity awards, dividends, per share, declared | $ 0.065 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Dividends declared (in dollars per share) | $ 0.065 | $ 0.065 | $ 0.13 | $ 0.195 |
Equity awards, dividends, per share, declared | $ 0.065 | $ 0.065 | $ 0.13 | $ 0.195 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Cash Flows From Operating Activities | |||
Net income (loss) | $ (20,280) | $ 3,179 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation of tangible assets and amortization of intangible assets | 31,475 | 34,318 | |
Amortization of deferred financing costs | 1,851 | 1,614 | |
Amortization of deferred revenue, net | (209) | (416) | |
Non-cash straight-line rental revenue | (162) | (242) | |
Loss on extinguishment of debt | 0 | 5,884 | |
Amortization of equity-based compensation | 4,356 | 3,116 | |
Gain on sale of real estate | 0 | (19,992) | |
Other non-cash expense | 555 | 776 | |
Changes in: | |||
Receivables and other assets, net | (2,995) | 1,637 | |
Accrued expenses and other liabilities | 679 | (12,136) | |
Net cash provided by operating activities - continuing operations | 15,270 | 17,738 | |
Net cash used in operating activities - discontinued operations | 0 | (3,105) | |
Net cash provided by operating activities | 15,270 | 14,633 | |
Cash Flows From Investing Activities | |||
Capital expenditures, net of insurance proceeds | (7,650) | (3,926) | |
Net cash used in investing activities - continuing operations | (7,650) | (3,926) | |
Net cash provided by (used in) investing activities - discontinued operations | [1] | 0 | 373,805 |
Net cash provided by (used in) investing activities | (7,650) | 369,879 | |
Cash Flows From Financing Activities | |||
Principal payments of mortgage notes payable and capital lease obligations | (4,402) | (1,344) | |
Proceeds from mortgage notes payable | 0 | 270,015 | |
Proceeds from borrowings on the revolving credit facility | 3,500 | 100,000 | |
Repayments of borrowings on the revolving credit facility | 0 | (40,000) | |
Repayments of mortgage notes payable and capital lease obligations | (6,200) | (369,000) | |
Payment of exit fee on extinguishment of debt | 0 | (4,504) | |
Payment of deferred financing costs | 0 | (4,704) | |
Purchase of interest rate caps | 0 | (81) | |
Taxes paid for net settlement of equity-based compensation awards | (751) | (1,050) | |
Payment of common stock dividend | (10,829) | (16,077) | |
Payment of redeemable preferred stock dividend | (598) | (1,203) | |
Payment of restricted stock dividend | (309) | (279) | |
Net cash used in financing activities - continuing operations | (19,589) | (68,227) | |
Net cash provided by (used in) financing activities - discontinued operations | [2] | 0 | (260,996) |
Net cash used in financing activities | (19,589) | (329,223) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (11,969) | 55,289 | |
Cash, cash equivalents and restricted cash, beginning of period | 53,795 | 63,829 | |
Cash, cash equivalents and restricted cash, end of period | 41,826 | 119,118 | |
Supplemental Disclosure of Cash Flow Information | |||
Cash paid during the period for interest expense | 27,121 | 34,236 | |
Cash paid during the period for income taxes | 160 | 263 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Issuance of common stock | 0 | 180 | |
Capital lease obligations | 258 | 474 | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents | 23,187 | 102,325 | |
Restricted cash | [3] | 18,639 | 16,793 |
Cash, cash equivalents and restricted cash | $ 41,826 | $ 119,118 | |
[1] | For the six months ended June 30, 2020, amount primarily consists of net proceeds from the AL/MC Portfolio Disposition. Refer to “Note 4 - Dispositions” for details. | ||
[2] | For the six months ended June 30, 2020, amount primarily consists of repayments of debt in conjunction with the AL/MC Portfolio Disposition. Refer to “Note 4 - Dispositions” for details. | ||
[3] | Restricted cash consists of (i) amounts held by lender in tax, insurance, replacement reserve and other escrow accounts and (ii) security deposits; amounts relating to continuing operations are included in “Receivables and other assets, net” in our Consolidated Balance Sheets. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Restricted stock excluded from basic weighted average share calculation | 227,462 | 454,921 | 227,462 | 454,921 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION New Senior Investment Group Inc. (“New Senior,” “we,” “us” or “our”) is a Real Estate Investment Trust (“REIT”) primarily focused on investing in private pay senior housing properties. As of June 30, 2021, we owned a geographically diversified portfolio of 103 primarily private pay senior housing properties consisting of 102 independent living (“IL”) properties and one continuing care retirement community (“CCRC”), located across 36 states. We are listed on the New York Stock Exchange (“NYSE”) under the symbol “SNR” and are headquartered in New York, New York. We operate in one reportable segment: Senior Housing Properties. Our 102 IL properties are managed by Holiday Retirement (“Holiday”), a company that is majority owned by private equity funds managed by an affiliate of FIG LLC (the “Former Manager”), a subsidiary of Fortress Investment Group LLC (“Fortress”), subsidiaries of Merrill Gardens LLC (“Merrill Gardens”), a former affiliate of our Former Manager, Grace Management, Inc. (“Grace”), and Atria Senior Living, Inc. (“Atria”), under Property Management Agreements (collectively, the “Property Management Agreements”). Under the Property Management Agreements, our property managers are responsible for the day-to-day operations of our senior housing properties and are entitled to a management fee in accordance with the terms of the Property Management Agreements. Our Property Management Agreements have initial terms of up to twenty years, with certain renewal options. We generally pay property management fees equal to a percentage of gross revenues, and in some cases, a portion of the management fee is derived from a measure of operating performance pursuant to our Property Management Agreements. Additionally, in some cases, the property managers are eligible to earn an incentive fee based on operating performance. Our CCRC is leased to Watermark Retirement Communities, Inc. (“Watermark”), a healthcare operating company, under a triple net lease agreement. In a triple net lease arrangement, the lessee agrees to operate and maintain the property at its own expense, including maintenance, utilities, taxes, insurance, repairs, capital improvements and the payroll expense of property-level employees. Our triple net lease agreement has an initial term of 15 years and includes a renewal option and annual rent increases ranging from 2.75% to 3.25%. We were formed as a Delaware limited liability company on May 17, 2012 as a wholly owned subsidiary of Drive Shack Inc., formerly Newcastle Investment Corp. (“Drive Shack”). On November 6, 2014, we were spun-off from Drive Shack and our shares of common stock were publicly listed on the NYSE. On June 28, 2021, the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ventas and Cadence Merger Sub LLC, a wholly owned subsidiary of Ventas (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company, with the Company surviving the merger as a subsidiary of Ventas (the “Merger”). Under the Merger Agreement, the consideration to be paid by Ventas in the Merger consists of 0.1561 of a newly issued share of Ventas common stock, par value $0.25 per share, for each share of Company common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares of our common stock owned directly by Ventas, Merger Sub or the Company), with holders of record of Company common stock receiving cash in lieu of fractional shares of Ventas common stock.. The Merger is expected to close during the second half of 2021, subject to customary closing conditions, including approval by the Company’s stockholders. We cannot assure you that the Merger will be completed on the terms or timeline anticipated or at all. For the three and six months ended June 30, 2021, we incurred costs of $4.0 million in connection with the Merger, which consist of services provided by our financial and legal advisors and other professional fees. Coronavirus (COVID-19) global pandemic The COVID-19 global pandemic has caused significant disruptions to the U.S. and global economies and has contributed to volatility and negative pressure in financial markets. Our business and operating results for 2021 continue to be significantly impacted by the COVID-19 pandemic. However, after several quarters of decreasing occupancy, ending occupancy in the second quarter of 2021 increased for the first time since the outset of the pandemic, growing 90 basis points compared to the first quarter of 2021. In addition, during the three months ended June 30, 2021 and 2020, we incurred $0.1 million and$1.4 million of COVID-19 related costs, respectively, and during the six months ended June 30, 2021 and 2020, we incurred $0.4 million and $1.9 million of COVID-19 related costs, respectively. These amounts were recorded in “Property operating expense” in our Consolidated Statements of Operations. These costs mainly consist of personal protective equipment (“PPE”) and other supplies such as packaging necessary for in-room meal deliveries to our residents and to a lesser extent testing kits for |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. The consolidated financial statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. We consolidate those entities in which we have control over significant operating, financial and investing decisions of the entity. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. Certain prior period amounts have been reclassified to conform to the current period’s presentation. Significant Accounting Policies Refer to our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 for other significant accounting policies. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes . The ASU simplifies accounting for income taxes by eliminating certain exceptions to the general approach in ASC 740, Income Taxes , and clarifies certain aspects of the guidance for more consistent application. The simplifications relate to intraperiod tax allocations when there is a loss in continuing operations and a gain outside of continuing operations, accounting for tax law or tax rate changes and year-to-date losses in interim periods, recognition of deferred tax liability for outside basis difference when investment ownership changes, and accounting for franchise taxes that are partially based on income. Transition is generally prospective, other than the provision related to outside basis difference which is on a modified retrospective basis with the cumulative effect adjusted to retained earnings at the beginning of the period adopted, and franchise tax provision which is either full or modified retrospective. We adopted ASU 2019-12 on January 1, 2021, and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Inter-Bank Rate (“LIBOR”) or another rate that is expected to be discontinued. Companies can adopt ASU 2020-04 anytime during the effective period of March 12, 2020 through December 31, 2022. We are currently assessing the provisions of ASU 2020-04 and have not made any hedge accounting elections as of June 30, 2021. If an election is made at a later date, we will apply the provisions of this guidance. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions for contract modifications and hedge accounting apply to |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On February 10, 2020, we sold a portfolio of 28 assisted living/memory care (“AL/MC”) properties for a gross sale price of $385.0 million (the “AL/MC Portfolio Disposition”) to affiliates of ReNew REIT LLC. The portfolio represented a separate reportable segment at the time and the sale represented a strategic shift that would have a major effect on our operations and financial results. As a result, we classified the assets and liabilities associated with the operations of the 28 AL/MC properties as discontinued operations in our consolidated financial statements for the six months ended June 30, 2020. There was no activity related to discontinued operations for the three months ended June 30, 2020. Refer to “Note 4 - Dispositions” for details. For the six months ended June 30, 2020, the results of operations associated with discontinued operations are as follows: Six Months Ended June 30, 2020 Revenues Resident fees and services $ 14,024 Total revenues 14,024 Expenses Property operating expenses 11,328 Interest expense 1,361 Acquisition, transaction, and integration expense 1,037 General and administrative expense 8 Loss on extinguishment of debt 3,602 Other income (204) Total expenses 17,132 Loss before income taxes (3,108) Income tax benefit (1) Loss from discontinued operations $ (3,107) |
DISPOSITIONS
DISPOSITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | DISPOSITIONS 2021 Activity We did not have any dispositions during the six months ended June 30, 2021. 2020 Activity On February 10, 2020, we completed the AL/MC Portfolio Disposition for a gross sale price of $385.0 million and recognized a gain on sale of $20.0 million, which is recorded in “Gain on sale of real estate” within “Discontinued operations, net” in our Consolidated Statements of Operations for the six months ended June 30, 2020. In conjunction with the sale, we repaid $260.2 million of debt specifically attributable to the properties included in the AL/MC Portfolio Disposition and recognized a loss on extinguishment of debt of $3.6 million, comprised of $2.5 million in prepayment penalties and $1.1 million in the write-off of unamortized deferred financing costs, which is included in “Loss from discontinued operations” in our Consolidated Statements of Operations for the six months ended June 30, 2020. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTINGOur primary business is investing in senior housing properties. We currently operate and report results in one reportable segment, Senior Housing Properties. Prior to the fourth quarter of 2020, we had two reportable segments (Managed IL Properties and Other Properties). Due to the AL/MC Portfolio Disposition which resulted in the sale of all but one of the assets in the Other Properties segment, we changed the composition of our reportable segments to be in line with the financial information reviewed and used by the chief operating decision maker to make operating decisions, assess performance, develop strategy and allocate capital resources. Accordingly, all prior period segment information has been reclassified to conform to the current period presentation. |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS The following table summarizes our real estate investments: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 134,643 $ — $ 134,643 $ 134,643 $ — $ 134,643 Building and improvements 1,877,400 (348,712) 1,528,688 1,873,132 (321,025) 1,552,107 Furniture, fixtures and equipment 112,924 (100,027) 12,897 110,231 (96,430) 13,801 Total real estate investments $ 2,124,967 $ (448,739) $ 1,676,228 $ 2,118,006 $ (417,455) $ 1,700,551 Depreciation expense was $15.5 million and $16.7 million for the three months ended June 30, 2021 and 2020, respectively and $31.3 million and $34.1 million for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes our real estate intangibles: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Intangible lease assets $ 7,642 $ (2,773) $ 4,869 44.8 years $ 7,642 $ (2,595) $ 5,047 44.1 years Amortization expense was $0.1 million for both the three months ended June 30, 2021 and 2020, and $0.2 million for both the six months ended June 30, 2021 and 2020, respectively. We evaluate long-lived assets, primarily consisting of our real estate investments, for impairment indicators. In performing this evaluation, market conditions and our current intentions with respect to holding or disposing of the asset are considered. Where indicators of impairment are present, we evaluate whether the sum of the expected future undiscounted cash flows is less than book value. Based on our assessment, no charges were necessary for the three and six months ended June 30, 2021 and 2020. Impact of Texas Winter Storm During the six months ended June 30, 2021, we recognized $0.3 million related to damage remediation and other incremental costs for 21 properties impacted by a significant winter storm in Texas in February 2021, which are included in “Other expense” in our Consolidated Statements of Operations. No additional costs were recognized during the three months ended June 30, 2021. |
RECEIVABLES AND OTHER ASSETS, N
RECEIVABLES AND OTHER ASSETS, NET | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
RECEIVABLES AND OTHER ASSETS, NET | RECEIVABLES AND OTHER ASSETS, NET The following table summarizes our receivables and other assets, net: June 30, 2021 December 31, 2020 Escrows held by lenders (A) $ 15,584 $ 17,694 Prepaid expenses 4,900 3,923 Straight-line rent receivable 4,677 4,515 Derivative asset 3,085 — Other assets and receivables 11,048 8,760 Total receivables and other assets $ 39,294 $ 34,892 (A) Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by our properties. Straight-line Rent Receivable Rental revenue from our triple net lease property is recognized on a straight-line basis over the applicable term of the lease when collectability of substantially all rents is probable. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from our tenant during the first half of the lease term, creating a straight-line rent receivable. We assess the collectability of straight-line rent receivables on an ongoing basis. This assessment is based on several qualitative and quantitative factors, including and as appropriate, the payment history of the triple net lease tenant, the tenant’s ability to satisfy its lease obligations, the value of the underlying collateral or deposit, if any, and current economic conditions. If our evaluation of these factors indicates it is not probable that we will collect substantially all rents, any lease income is limited to the lesser of the lease income reflected on a straight-line basis or cash collected. The following table sets forth future contracted minimum rents from the tenant of our triple net lease property, excluding contingent payment escalations, as of June 30, 2021: 2021 (six months) $ 3,060 2022 6,233 2023 6,405 2024 6,581 2025 6,762 Thereafter 32,127 Total future minimum rents $ 61,168 |
DEBT, NET
DEBT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT, NET | DEBT, NET June 30, 2021 December 31, 2020 Outstanding Face Amount Carrying Value (A) Maturity Date Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Floating Rate (B)(C) $ 1,036,269 $ 1,023,721 Mar 2022- Mar 2030 1M LIBOR + 2.00% to 1M LIBOR + 2.75% 5.1 $ 1,039,316 $ 1,025,110 Fixed Rate 458,890 457,330 Sep 2025 4.25% 4.1 462,808 461,054 Total $ 1,495,159 $ 1,481,051 4.8 $ 1,502,124 $ 1,486,164 (A) The totals are reported net of deferred financing costs of $14.1 million and $16.0 million as of June 30, 2021 and December 31, 2020, respectively. (B) Substantially all of these loans have LIBOR caps that range between 3.38% and 3.75% as of June 30, 2021. (C) As of June 30, 2021, $620.0 million of total floating rate debt has been hedged using interest rate swaps, which are carried at fair value. See “Note 9 - Derivative Instruments” for more information. The carrying value of the collateral relating to the floating rate and fixed rate debt was $1.2 billion and $0.5 billion, respectively, as of both June 30, 2021, and December 31, 2020. Mortgage Debt In February 2020, in conjunction with the AL/MC Portfolio Disposition, we obtained mortgage financing in the aggregate amount of $270.0 million from KeyBank and assigned to Federal Home Loan Mortgage Corporation (the “2020 Freddie Financing”). The 2020 Freddie Financing is secured by 14 of our senior housing properties, matures on March 1, 2030, and bears interest at an adjustable rate, adjusted monthly, equal to the sum of the one month LIBOR index rate plus 2.12%. Concurrently on the same date, we used the funds from the 2020 Freddie Financing and proceeds from the AL/MC Portfolio Disposition to prepay an aggregate of $368.1 million of secured loans. We recognized a loss on extinguishment of debt of $5.9 million, comprised of $4.5 million in prepayment penalties and $1.4 million in the write-off of unamortized deferred financing costs, which is included in “Loss on extinguishment of debt” on our Consolidated Statements of Operations for the six months ended June 30, 2020. We incurred a total of $3.3 million in deferred financing costs, which have been capitalized and are being amortized over the life of the loan and the related amortization is included in “Interest expense” in our Consolidated Statements of Operations for the six months ended June 30, 2020. Revolving Credit Facility In February 2020, in connection with the AL/MC Portfolio Disposition, we also amended our secured revolving credit facility in the amount of $125.0 million (the “Revolver”), and extended its maturity from December 2021 to February 9, 2024. The amendment allows the Revolver to be increased with lender consent to a maximum aggregate amount of $500.0 million, of which (i) up to 10% may be used for the issuance of letters of credit, and (ii) up to 10% may be drawn by us in the form of swing loans. The Revolver bears an interest rate of, at our option, (i) the sum of LIBOR plus 2.0% or, in the case of a swing line loan, (ii) the greater of (a) the fluctuating annual rate of interest announced from time to time by KeyBank as its “prime rate,” plus 1.0% (b) 1.5% above the effective federal funds rate and (c) the sum of LIBOR for a one-month interest period plus 2.0%. The Revolver is secured by nine of our senior housing properties and the pledge of the equity interests of certain of our wholly owned subsidiaries. As of June 30, 2021, there were $3.5 million borrowings outstanding under the Revolver. We continue to pay a fee for unused amounts of the Revolver under certain circumstances, which were $0.1 million and not material for the three months ended June 30, 2021 and 2020, respectively and $0.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. These fees were included in “Interest expense” in our Consolidated Statements of Operations. Our debt agreements contain various customary financial and other covenants, in some cases including, but not limited to, debt service coverage ratios, lease coverage ratio, and project yield, as defined in the agreements. We are in compliance with the covenants in our debt agreements as of June 30, 2021. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. Derivatives Designated as Hedging Instruments Interest rate swap In August 2020, we entered into a $270.0 million notional interest rate swap with a maturity of September 2025. In May 2019, we entered into a $350.0 million notional interest rate swap with a maturity of May 2022. Both swaps effectively convert LIBOR-based floating rate debt to fixed rate debt, thus reducing the impact of interest-rate changes on future interest expense. These interest rate swaps were designated and qualified as cash flow hedges with the change in fair value included in the assessment of hedge effectiveness deferred as a component of other comprehensive income (“OCI”), and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of June 30, 2021 and December 31, 2020, our interest rate swap liability of $6.9 million and $11.7 million, respectively, was recorded in “Accrued expenses and other liabilities” in our Consolidated Balance Sheets. As of June 30, 2021, our interest rate swap asset of $3.1 million was recorded in “Receivables and other assets, net” in our Consolidated Balance Sheets. We reclassified net losses of $2.2 million and $1.5 million for the three months ended June 30, 2021 and 2020, respectively, and $4.2 million and $2.0 million for the six months ended June 30, 2021, and 2020 from accumulated other comprehensive income (loss) into earnings and included in “Interest expense” in our Consolidated Statements of Operations, respectively. As of June 30, 2021, approximately $7.9 million of our interest rate swap liability and asset, which is included in accumulated other comprehensive income (loss), is expected to be reclassified into earnings in the next 12 months. Derivatives Not Designated as Hedging Instruments Interest rate caps |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | ACCRUED EXPENSES AND OTHER LIABILITIES The following table summarizes our accrued expenses and other liabilities: June 30, 2021 December 31, 2020 Accounts payable $ 9,247 $ 9,202 Due to property managers 8,421 9,782 Derivative liability 6,944 11,687 Property tax payable 6,057 5,754 Deferred community fees, net 5,107 5,201 Professional fees 4,370 251 Other liabilities 19,778 22,009 Total accrued expenses and other liabilities $ 59,924 $ 63,886 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The carrying amounts and fair values of our financial instruments were as follows: Fair Value Hierarchy June 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Financial Assets: Cash and cash equivalents (A) 1 $ 23,187 $ 23,187 $ 33,046 $ 33,046 Restricted cash (A) 1 18,639 18,639 20,749 20,749 Interest rate swap (B) 2 3,085 3,085 — — Interest rate caps (B) 2 16 16 10 10 Financial Liabilities: Mortgage debt (C) 3 $ 1,480,282 $ 1,533,855 $ 1,486,164 $ 1,524,210 Revolving credit facility (C) 3 769 3,482 — — Interest rate swap (B) 2 6,225 6,225 10,980 10,980 (A) The carrying amount approximates fair value. (B) Fair value based on pricing models that consider inputs including forward yield curves, cap strike rates, cap volatility and discount rates. (C) Fair value based on a discounted cash flow valuation model. Significant inputs in the model include amounts and timing of expected future cash flows and market yields which are constructed based on inputs implied from similar debt offerings. Our mortgage debt is not measured at fair value in our Consolidated Balance Sheets. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES New Senior is organized and conducts its operations to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (the “Code”). However, certain of our activities are conducted through our taxable REIT subsidiary (“TRS”) and therefore are subject to federal and state income taxes at regular corporate tax rates. The following table presents the provision (benefit) for income taxes (excluding discontinued operations): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Current Federal $ — $ — $ — $ — State and local 33 22 67 82 Total current provision 33 22 67 82 Deferred Federal — — — — State and local — — — — Total deferred provision — — — — Total provision for income taxes $ 33 $ 22 $ 67 $ 82 In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by the TRS during the periods in which temporary differences become deductible before the net operating loss carryforward expires. Management believes that it is more likely than not that our net deferred tax assets will not be realized. As a result, we recorded valuation allowances against our deferred tax asset of $9.3 million and $7.6 million as of June 30, 2021 and December 31, 2020, respectively. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Amended and Restated Stock Options and Incentive Award Plans On January 1, 2019, our board of directors adopted an Amended and Restated Nonqualified Stock Option and Incentive Award Plan (the “Plan”) providing for the grant of equity-based awards, including restricted stock awards (RSAs), restricted stock units (RSUs), stock options, stock appreciation rights, performance awards and other equity-based and non-equity based awards, in each case to our directors, officers, employees, service providers, consultants and advisors. Vesting periods for these awards generally range from one In March 2021, the Former Manager exercised an aggregate of 1,422,248 options and were issued an aggregate of 784,123 shares of New Senior’s common stock in a cashless exercise. |
REDEEMABLE PREFERRED STOCK, EQU
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE | REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE Redeemable Preferred Stock On December 31, 2018, we issued 400,000 shares of our Series A Redeemable Preferred Stock, of which 200,000 shares are outstanding as of June 30, 2021, to the private equity firm that formerly externally managed us (the “Former Manager”). The Redeemable Preferred Stock are non-voting and have a $100 liquidation preference. Holders of the Redeemable Preferred Stock are entitled to cumulative cash dividends at a rate per annum of 6.00% on the liquidation preference amount plus all accumulated and unpaid dividends. The Redeemable Preferred Stock is subject to certain terms and conditions. We may redeem, at any time, all but not less than all of the shares of Redeemable Preferred Stock for cash at a price equal to the liquidation preference amount of the Redeemable Preferred Stock plus all accumulated and unpaid dividends thereon (the “Redemption Price”). On or after December 31, 2021, the holders of a majority of the then outstanding shares of Redeemable Preferred Stock will have the right to require us to redeem all or any portion of the outstanding shares of Redeemable Preferred Stock, in each case, for cash at the Redemption Price. Due to the ability of the holders to require us to redeem the outstanding shares, the Redeemable Preferred Stock, which was initially recorded at a fair value of $40 million, is excluded from Equity and presented separately on the face of our Consolidated Balance Sheets. The carrying value of the Redeemable Preferred Stock is increased by the accumulated and unpaid dividends, and reduced by redemptions and dividend payments. Accrued dividends are treated as deductions in the calculation of net income (loss) applicable to common stockholders. The following table is a rollforward of our Redeemable Preferred Stock for the six months ended June 30, 2021: Balance as of December 31, 2020 $ 20,253 Accrued dividend 595 Paid dividend (598) Balance as of June 30, 2021 $ 20,250 Equity and Dividends Return of Capital Adjustment In January 2021, strike prices for outstanding options as of December 31, 2020 were reduced by $0.33 (the “2020 ROC Adjustment”), reflecting the portion of our 2020 dividends which were deemed return of capital pursuant to the terms of the Plan. In addition, 20,289 additional options were issued to the Former Manager, in order to maintain the intrinsic value of an option grant with a strike price below the 2020 ROC Adjustment. At-the-Market Equity Program On February 26, 2021, we established an at-the-market equity offering program through which we may issue and sell, from time to time, up to an aggregate of $100 million of our common stock. Sales of our common stock, if any, may be offered and sold in accordance with the Company’s instructions pursuant to a Distribution Agreement, dated February 26, 2021, between New Senior and a consortium of banks acting as sales agents. During the six months ended June 30, 2021, we did not issue any shares under the Distribution Agreement. Pursuant to the Merger Agreement, we agreed that we would not issue equity securities, including under the ATM Program, subject to certain limited exceptions described in the Merger Agreement. Earnings per Common Share Basic EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. Our common stock equivalents are our outstanding stock options and equity-based compensation awards. We have certain equity awards that contain non-forfeitable rights to dividends, which are considered participating securities for the purposes of computing EPS pursuant to the two-class method, and therefore we apply the two-class method in our computation of EPS. The two-class method is an earnings allocation methodology that determines EPS for common shares and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund losses. For the three and six months ended June 30, 2021 and 2020, basic and diluted net income (loss) per share was computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The following table sets forth the computation of basic and diluted income (loss) per share of common stock for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Loss from continuing operations attributable to common stockholders $ (13,268) $ (3,257) $ (20,875) $ (14,903) Discontinued operations, net — — — 16,885 Net income (loss) attributable to common stockholders (13,268) (3,257) (20,875) 1,982 Less: Non-forfeitable dividends allocated to participating RSUs (32) (28) (75) (59) Net income (loss) available to common shares outstanding $ (13,300) $ (3,285) $ (20,950) $ 1,923 Denominator Basic weighted average common shares outstanding (A) 83,653,329 82,459,741 83,233,377 82,423,182 Dilutive common shares - equity awards and options (B) — — — — Diluted weighted average common shares outstanding 83,653,329 82,459,741 83,233,377 82,423,182 Basic earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 Diluted earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 (A) The outstanding shares used to calculate the weighted average basic shares outstanding exclude 227,462 and 454,921 restricted stock awards as of June 30, 2021 and 2020 net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income (loss) per common share for the three and six months ended June 30, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of June 30, 2021, management believes there are no material contingencies that would affect our results of operations, cash flows or financial position. Certain Obligations, Liabilities and Litigation We are and may become subject to various obligations, liabilities, investigations, inquiries and litigation assumed in connection with or arising from our on-going business, as well as acquisitions, sales, leasing and other activities. These obligations and liabilities (including the costs associated with investigations, inquiries and litigation) may be greater than expected or may not be known in advance. Any such obligations or liabilities could have a material adverse effect on our financial position, cash flows and results of operations, particularly if we are not entitled to indemnification, or if a responsible third party fails to indemnify us. Litigation Relating to the Merger – On July 28, 2021, a purported stockholder of the Company filed a lawsuit against the Company and the members of its board of directors in the United States District Court for the Southern District of New York, captioned Wang v. New Senior Investment Group, Inc., et al . (Case No. 1:21-cv-6426). The plaintiff alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, including by disclosing materially incomplete and misleading information concerning the Merger and related matters to the Company’s stockholders. The plaintiff seeks injunctive relief, rescissory and compensatory damages and an award of attorneys’ fees and expenses. We believe the claims asserted in the lawsuit are without merit. Certain Tax-Related Covenants If we are treated as a successor to Drive Shack under applicable U.S. federal income tax rules, and if Drive Shack failed to qualify as a REIT for a taxable year ending on or before December 31, 2015, we could be prohibited from electing to be a REIT. Accordingly, in the separation and distribution agreement regarding our spin-off from Drive Shack, Drive Shack (i) represented that it had no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT, (ii) covenanted to use commercially reasonable efforts to cooperate with New Senior as necessary to enable us to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to us and our tax counsel with respect to the composition of Drive Shack’s income and assets, the composition of its stockholders and its operation as a REIT, and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Drive Shack’s taxable years ending on or before December 31, 2015 (unless Drive Shack obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that Drive Shack’s failure to maintain its REIT status will not cause us to fail to qualify as a REIT under the successor REIT rule referred to above). To date, Drive Shack has not informed us of any challenge to its REIT status for the applicable time period. Proceedings Indemnified and Defended by Third Parties From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. While we are presently not being defended by any tenant and other obligated third parties in these types of matters, there is no assurance that our tenant, their affiliates or other obligated third parties will continue to defend us in these matters, or that such parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us. In addition, although we and our property managers maintain insurance programs against certain risks, including commercial general liability, property, casualty and directors’ and officers’ liability, we cannot provide assurance that such policies will be sufficient to mitigate the financial impact of any individual or group of legal actions, regulatory investigations or claims. Environmental Costs As a commercial real estate owner, we are subject to potential environmental costs. As of June 30, 2021, management is not aware of any environmental concerns that would have a material adverse effect on our financial position or results of operations. Capital Improvement and Repair Commitments We have agreed to make $1.0 million available for capital improvements during the 15 year lease period, which ends in 2030, to our triple net lease property under Watermark, none of which has been funded as of June 30, 2021. Upon funding these capital improvements, we will be entitled to a rent increase. Leases We currently lease our corporate office space located in New York, New York under an operating lease agreement. The lease requires fixed monthly rent payments, expires on June 30, 2024 and does not have any renewal option. We also currently lease equipment (e.g., dishwashers, copy machines and buses) used at certain of our managed properties under operating lease agreements. Our leases have remaining lease terms ranging from one month to 66.0 years. We do not include any renewal options in our lease terms for calculating our lease liability as of June 30, 2021, because we were not reasonably certain if we will exercise these renewal options at this time. As of June 30, 2021, our future minimum lease payments under our operating leases are as follows: Year Operating Leases 2021 (six months) $ 322 2022 515 2023 472 2024 240 2025 8 Thereafter 305 Total future minimum lease payments 1,862 Less imputed interest (377) Total operating lease liability $ 1,485 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn July 13, 2021, we redeemed all 200,000 shares of our outstanding Series A Preferred Stock at the liquidation preference of $100 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date. In total, we paid $20.3 million for the redemption of the Series A Preferred Stock using proceeds from drawing down on our Revolver. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. The consolidated financial statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. We consolidate those entities in which we have control over significant operating, financial and investing decisions of the entity. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. The consolidated financial statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. We consolidate those entities in which we have control over significant operating, financial and investing decisions of the entity. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current period’s presentation. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes . The ASU simplifies accounting for income taxes by eliminating certain exceptions to the general approach in ASC 740, Income Taxes , and clarifies certain aspects of the guidance for more consistent application. The simplifications relate to intraperiod tax allocations when there is a loss in continuing operations and a gain outside of continuing operations, accounting for tax law or tax rate changes and year-to-date losses in interim periods, recognition of deferred tax liability for outside basis difference when investment ownership changes, and accounting for franchise taxes that are partially based on income. Transition is generally prospective, other than the provision related to outside basis difference which is on a modified retrospective basis with the cumulative effect adjusted to retained earnings at the beginning of the period adopted, and franchise tax provision which is either full or modified retrospective. We adopted ASU 2019-12 on January 1, 2021, and the adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Inter-Bank Rate (“LIBOR”) or another rate that is expected to be discontinued. Companies can adopt ASU 2020-04 anytime during the effective period of March 12, 2020 through December 31, 2022. We are currently assessing the provisions of ASU 2020-04 and have not made any hedge accounting elections as of June 30, 2021. If an election is made at a later date, we will apply the provisions of this guidance. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions for contract modifications and hedge accounting apply to |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | For the six months ended June 30, 2020, the results of operations associated with discontinued operations are as follows: Six Months Ended June 30, 2020 Revenues Resident fees and services $ 14,024 Total revenues 14,024 Expenses Property operating expenses 11,328 Interest expense 1,361 Acquisition, transaction, and integration expense 1,037 General and administrative expense 8 Loss on extinguishment of debt 3,602 Other income (204) Total expenses 17,132 Loss before income taxes (3,108) Income tax benefit (1) Loss from discontinued operations $ (3,107) |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Investments | The following table summarizes our real estate investments: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Depreciation Net Carrying Value Gross Carrying Amount Accumulated Depreciation Net Carrying Value Land $ 134,643 $ — $ 134,643 $ 134,643 $ — $ 134,643 Building and improvements 1,877,400 (348,712) 1,528,688 1,873,132 (321,025) 1,552,107 Furniture, fixtures and equipment 112,924 (100,027) 12,897 110,231 (96,430) 13,801 Total real estate investments $ 2,124,967 $ (448,739) $ 1,676,228 $ 2,118,006 $ (417,455) $ 1,700,551 |
Real Estate Intangibles | The following table summarizes our real estate intangibles: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Amortization Period Intangible lease assets $ 7,642 $ (2,773) $ 4,869 44.8 years $ 7,642 $ (2,595) $ 5,047 44.1 years |
RECEIVABLES AND OTHER ASSETS,_2
RECEIVABLES AND OTHER ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Receivables and Other Assets, Net | The following table summarizes our receivables and other assets, net: June 30, 2021 December 31, 2020 Escrows held by lenders (A) $ 15,584 $ 17,694 Prepaid expenses 4,900 3,923 Straight-line rent receivable 4,677 4,515 Derivative asset 3,085 — Other assets and receivables 11,048 8,760 Total receivables and other assets $ 39,294 $ 34,892 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table sets forth future contracted minimum rents from the tenant of our triple net lease property, excluding contingent payment escalations, as of June 30, 2021: 2021 (six months) $ 3,060 2022 6,233 2023 6,405 2024 6,581 2025 6,762 Thereafter 32,127 Total future minimum rents $ 61,168 |
DEBT, NET (Tables)
DEBT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | June 30, 2021 December 31, 2020 Outstanding Face Amount Carrying Value (A) Maturity Date Stated Interest Rate Weighted Average Maturity (Years) Outstanding Face Amount Carrying Value (A) Floating Rate (B)(C) $ 1,036,269 $ 1,023,721 Mar 2022- Mar 2030 1M LIBOR + 2.00% to 1M LIBOR + 2.75% 5.1 $ 1,039,316 $ 1,025,110 Fixed Rate 458,890 457,330 Sep 2025 4.25% 4.1 462,808 461,054 Total $ 1,495,159 $ 1,481,051 4.8 $ 1,502,124 $ 1,486,164 (A) The totals are reported net of deferred financing costs of $14.1 million and $16.0 million as of June 30, 2021 and December 31, 2020, respectively. (B) Substantially all of these loans have LIBOR caps that range between 3.38% and 3.75% as of June 30, 2021. (C) As of June 30, 2021, $620.0 million of total floating rate debt has been hedged using interest rate swaps, which are carried at fair value. See “Note 9 - Derivative Instruments” for more information. |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | The following table summarizes our accrued expenses and other liabilities: June 30, 2021 December 31, 2020 Accounts payable $ 9,247 $ 9,202 Due to property managers 8,421 9,782 Derivative liability 6,944 11,687 Property tax payable 6,057 5,754 Deferred community fees, net 5,107 5,201 Professional fees 4,370 251 Other liabilities 19,778 22,009 Total accrued expenses and other liabilities $ 59,924 $ 63,886 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of our financial instruments were as follows: Fair Value Hierarchy June 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Financial Assets: Cash and cash equivalents (A) 1 $ 23,187 $ 23,187 $ 33,046 $ 33,046 Restricted cash (A) 1 18,639 18,639 20,749 20,749 Interest rate swap (B) 2 3,085 3,085 — — Interest rate caps (B) 2 16 16 10 10 Financial Liabilities: Mortgage debt (C) 3 $ 1,480,282 $ 1,533,855 $ 1,486,164 $ 1,524,210 Revolving credit facility (C) 3 769 3,482 — — Interest rate swap (B) 2 6,225 6,225 10,980 10,980 (A) The carrying amount approximates fair value. (B) Fair value based on pricing models that consider inputs including forward yield curves, cap strike rates, cap volatility and discount rates. (C) Fair value based on a discounted cash flow valuation model. Significant inputs in the model include amounts and timing of expected future cash flows and market yields which are constructed based on inputs implied from similar debt offerings. Our mortgage debt is not measured at fair value in our Consolidated Balance Sheets. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The following table presents the provision (benefit) for income taxes (excluding discontinued operations): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Current Federal $ — $ — $ — $ — State and local 33 22 67 82 Total current provision 33 22 67 82 Deferred Federal — — — — State and local — — — — Total deferred provision — — — — Total provision for income taxes $ 33 $ 22 $ 67 $ 82 |
REDEEMABLE PREFERRED STOCK, E_2
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Rollforward of Redeemable Preferred Stock | The following table is a rollforward of our Redeemable Preferred Stock for the six months ended June 30, 2021: Balance as of December 31, 2020 $ 20,253 Accrued dividend 595 Paid dividend (598) Balance as of June 30, 2021 $ 20,250 |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted income (loss) per share of common stock for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Loss from continuing operations attributable to common stockholders $ (13,268) $ (3,257) $ (20,875) $ (14,903) Discontinued operations, net — — — 16,885 Net income (loss) attributable to common stockholders (13,268) (3,257) (20,875) 1,982 Less: Non-forfeitable dividends allocated to participating RSUs (32) (28) (75) (59) Net income (loss) available to common shares outstanding $ (13,300) $ (3,285) $ (20,950) $ 1,923 Denominator Basic weighted average common shares outstanding (A) 83,653,329 82,459,741 83,233,377 82,423,182 Dilutive common shares - equity awards and options (B) — — — — Diluted weighted average common shares outstanding 83,653,329 82,459,741 83,233,377 82,423,182 Basic earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 Diluted earnings per common share: Loss from continuing operations attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ (0.18) Discontinued operations, net — — — 0.20 Net income (loss) attributable to common stockholders $ (0.16) $ (0.04) $ (0.25) $ 0.02 (A) The outstanding shares used to calculate the weighted average basic shares outstanding exclude 227,462 and 454,921 restricted stock awards as of June 30, 2021 and 2020 net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income (loss) per common share for the three and six months ended June 30, 2021. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | As of June 30, 2021, our future minimum lease payments under our operating leases are as follows: Year Operating Leases 2021 (six months) $ 322 2022 515 2023 472 2024 240 2025 8 Thereafter 305 Total future minimum lease payments 1,862 Less imputed interest (377) Total operating lease liability $ 1,485 |
ORGANIZATION - Narrative (Detai
ORGANIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 28, 2021$ / shares | Jun. 30, 2021USD ($)propertystate$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)statepropertysegment$ / shares | Jun. 30, 2020USD ($) | Sep. 30, 2020segment | Dec. 31, 2020$ / shares |
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | property | 103 | 103 | |||||
Number of states in which properties are located | state | 36 | 36 | |||||
Number of reportable segments | segment | 1 | 2 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Acquisition, transaction and integration expense | $ | $ 5,607 | $ 19 | $ 6,000 | $ 152 | |||
Basis point increase in occupancy | 0.90% | ||||||
COVID-19 related costs | $ | $ 100 | $ 1,400 | 400 | $ 1,900 | |||
Ventas Merger | |||||||
Real Estate Properties [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Acquisition, transaction and integration expense | $ | $ 4,000 | $ 4,000 | |||||
Ventas Inc. | Ventas Merger | |||||||
Real Estate Properties [Line Items] | |||||||
Business combination, stock conversion ratio | 15.61% | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.25 | ||||||
Managed Independent Living Properties | |||||||
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | property | 102 | 102 | |||||
Initial term of property management agreements | 20 years | ||||||
Continuing Care Retirement Community | |||||||
Real Estate Properties [Line Items] | |||||||
Number of real estate properties | property | 1 | 1 | |||||
Term of lease agreements | 15 years | 15 years | |||||
Continuing Care Retirement Community | Minimum | |||||||
Real Estate Properties [Line Items] | |||||||
Rent increase percentage in lease agreements | 2.75% | ||||||
Continuing Care Retirement Community | Maximum | |||||||
Real Estate Properties [Line Items] | |||||||
Rent increase percentage in lease agreements | 3.25% |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - Discontinued Operations - Assisted Living and Memory Care Properties $ in Millions | Feb. 10, 2020USD ($)Property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of senior housing properties sold (property) | Property | 28 |
Sale price | $ | $ 385 |
DISCONTINUED OPERATIONS - Summa
DISCONTINUED OPERATIONS - Summary of the Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expenses | ||||
Discontinued operations, net | $ 0 | $ 0 | $ 0 | $ 16,885 |
Discontinued Operations | ||||
Revenues | ||||
Resident fees and services | 14,024 | |||
Total revenues | 14,024 | |||
Expenses | ||||
Property operating expenses | 11,328 | |||
Interest expense | 1,361 | |||
Acquisition, transaction, and integration expense | 1,037 | |||
General and administrative expense | 8 | |||
Loss on extinguishment of debt | 3,602 | |||
Other income | (204) | |||
Total expenses | 17,132 | |||
Loss before income taxes | (3,108) | |||
Income tax benefit | (1) | |||
Discontinued operations, net | $ (3,107) |
DISPOSITIONS (Details)
DISPOSITIONS (Details) - USD ($) $ in Thousands | Feb. 10, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of real estate | $ 20,000 | $ 0 | $ 19,992 | ||
Loss on extinguishment of debt | $ 0 | $ 0 | 0 | 5,884 | |
Prepayment penalties | $ 0 | $ 4,504 | |||
Secured Debt | Term Loan | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of debt | 260,200 | ||||
Loss on extinguishment of debt | 3,600 | ||||
Prepayment penalties | 2,500 | ||||
Write off of deferred financing costs | 1,100 | ||||
Discontinued Operations | Assisted Living and Memory Care Properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale price | $ 385,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) - segment | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 2 |
REAL ESTATE INVESTMENTS, Real E
REAL ESTATE INVESTMENTS, Real Estate Assets and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Real Estate Investments, Net [Abstract] | ||
Gross Carrying Amount | $ 2,124,967 | $ 2,118,006 |
Accumulated depreciation | (448,739) | (417,455) |
Net real estate property | 1,676,228 | 1,700,551 |
Real Estate Intangibles [Abstract] | ||
Gross Carrying Amount | 7,642 | 7,642 |
Accumulated amortization | (2,773) | (2,595) |
Net real estate intangibles | 4,869 | 5,047 |
Land | ||
Real Estate Investments, Net [Abstract] | ||
Gross Carrying Amount | 134,643 | 134,643 |
Accumulated depreciation | 0 | 0 |
Net real estate property | 134,643 | 134,643 |
Building and improvements | ||
Real Estate Investments, Net [Abstract] | ||
Gross Carrying Amount | 1,877,400 | 1,873,132 |
Accumulated depreciation | (348,712) | (321,025) |
Net real estate property | 1,528,688 | 1,552,107 |
Furniture, fixtures and equipment | ||
Real Estate Investments, Net [Abstract] | ||
Gross Carrying Amount | 112,924 | 110,231 |
Accumulated depreciation | (100,027) | (96,430) |
Net real estate property | 12,897 | 13,801 |
Intangible lease assets | ||
Real Estate Intangibles [Abstract] | ||
Gross Carrying Amount | 7,642 | 7,642 |
Accumulated amortization | (2,773) | (2,595) |
Net real estate intangibles | $ 4,869 | $ 5,047 |
Weighted Average Remaining Amortization Period | 44 years 9 months 18 days | 44 years 1 month 6 days |
REAL ESTATE INVESTMENTS - Narra
REAL ESTATE INVESTMENTS - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | |
Real Estate [Abstract] | ||||
Depreciation expense | $ 15.5 | $ 16.7 | $ 31.3 | $ 34.1 |
Amortization expense | $ 0.1 | $ 0.1 | 0.2 | $ 0.2 |
Loss from catastrophes | $ 0.3 | |||
Number of real estate properties impacted by winter storm | property | 21 |
RECEIVABLES AND OTHER ASSETS,_3
RECEIVABLES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Escrows held by lenders | $ 15,584 | $ 17,694 |
Prepaid expenses | 4,900 | 3,923 |
Straight-line rent receivable | 4,677 | 4,515 |
Derivative asset | 3,085 | 0 |
Other assets and receivables | 11,048 | 8,760 |
Total receivables and other assets | $ 39,294 | $ 34,892 |
RECEIVABLES AND OTHER ASSETS,_4
RECEIVABLES AND OTHER ASSETS, NET - Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
2021 (six months) | $ 3,060 |
2022 | 6,233 |
2023 | 6,405 |
2024 | 6,581 |
2025 | 6,762 |
Thereafter | 32,127 |
Total future minimum rents | $ 61,168 |
DEBT, NET - Schedule of Debt, N
DEBT, NET - Schedule of Debt, Net (Details) - Mortgage debt - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Mortgage Notes Payable [Abstract] | ||
Outstanding Face Amount | $ 1,495,159,000 | $ 1,502,124,000 |
Carrying value | $ 1,481,051,000 | 1,486,164,000 |
Weighted average maturity (years) | 4 years 9 months 18 days | |
Deferred financing costs | $ 14,100,000 | 16,000,000 |
LIBOR | Minimum | ||
Mortgage Notes Payable [Abstract] | ||
Basis spread on variable rate | 3.38% | |
LIBOR | Maximum | ||
Mortgage Notes Payable [Abstract] | ||
Basis spread on variable rate | 3.75% | |
Floating Rate | ||
Mortgage Notes Payable [Abstract] | ||
Outstanding Face Amount | $ 1,036,269,000 | 1,039,316,000 |
Carrying value | $ 1,023,721,000 | 1,025,110,000 |
Weighted average maturity (years) | 5 years 1 month 6 days | |
Floating Rate | LIBOR | Minimum | ||
Mortgage Notes Payable [Abstract] | ||
Basis spread on variable rate | 2.00% | |
Floating Rate | LIBOR | Maximum | ||
Mortgage Notes Payable [Abstract] | ||
Basis spread on variable rate | 2.75% | |
Fixed Rate | ||
Mortgage Notes Payable [Abstract] | ||
Outstanding Face Amount | $ 458,890,000 | 462,808,000 |
Carrying value | $ 457,330,000 | $ 461,054,000 |
Stated Interest Rate | 4.25% | |
Weighted average maturity (years) | 4 years 1 month 6 days | |
Designated as Hedging Instrument | Interest Rate Swap | Floating Rate | ||
Mortgage Notes Payable [Abstract] | ||
Outstanding Face Amount | $ 620,000,000 |
DEBT, NET - Narrative (Details)
DEBT, NET - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2020USD ($)property | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 5,884,000 | ||
Prepayment penalties | $ 0 | 4,504,000 | ||||
Number of real estate properties | property | 103 | 103 | ||||
2020 Freddie Financing | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 270,000,000 | |||||
Repayments of debt | 368,100,000 | |||||
Mortgage debt | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 14,100,000 | $ 14,100,000 | $ 16,000,000 | |||
Mortgage debt | Floating Rate | ||||||
Debt Instrument [Line Items] | ||||||
Carrying value of collateral | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | |||
Mortgage debt | Fixed Rate | ||||||
Debt Instrument [Line Items] | ||||||
Carrying value of collateral | 500,000,000 | 500,000,000 | $ 500,000,000 | |||
Secured Debt | 2020 Freddie Financing | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | 5,900,000 | |||||
Prepayment penalties | 4,500,000 | |||||
Write off of deferred financing costs | 1,400,000 | |||||
Deferred financing costs | $ 3,300,000 | |||||
Secured Debt | 2020 Freddie Financing | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.12% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | 3,500,000 | 3,500,000 | ||||
Unused borrowing capacity fee | $ 100,000 | $ 0 | $ 200,000 | $ 100,000 | ||
Revolving Credit Facility | Amended and Restated Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | |||||
Line of credit facility, increase limit | $ 500,000,000 | |||||
Threshold percentage that may be used for the issuance of letters of credit | 10.00% | |||||
Threshold percentage that may be drawn as swing line loans | 10.00% | |||||
Number of real estate properties | property | 9 | |||||
Revolving Credit Facility | Amended and Restated Revolver | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Revolving Credit Facility | Amended and Restated Revolver | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility | Amended and Restated Revolver | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Independent Living Properties | 2020 Freddie Financing | ||||||
Debt Instrument [Line Items] | ||||||
Number of properties secured in debt agreement | property | 14 |
DERIVATIVE INSTRUMENTS - Narrat
DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2020 | May 31, 2019 | |
Derivative [Line Items] | |||||||
Derivative liability | $ 6,944,000 | $ 6,944,000 | $ 11,687,000 | ||||
Derivative asset | 3,085,000 | 3,085,000 | 0 | ||||
Interest rate cash flow hedge loss to be reclassified during the next twelve month | 7,900,000 | 7,900,000 | |||||
Designated as Hedging Instrument | Interest Rate Swap | Interest Expense | |||||||
Derivative [Line Items] | |||||||
Cash flow hedge, loss reclassified from accumulated other comprehensive income (loss) into earnings | 2,200,000 | $ 1,500,000 | 4,200,000 | $ 2,000,000 | |||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ 270,000,000 | $ 350,000,000 | |||||
Derivative liability | 6,900,000 | 6,900,000 | $ 11,700,000 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | Receivables and Other Assets, Net | |||||||
Derivative [Line Items] | |||||||
Derivative asset | $ 3,100,000 | $ 3,100,000 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 9,247 | $ 9,202 |
Due to property managers | 8,421 | 9,782 |
Derivative liability | 6,944 | 11,687 |
Property tax payable | 6,057 | 5,754 |
Deferred community fees, net | 5,107 | 5,201 |
Professional fees | 4,370 | 251 |
Other liabilities | 19,778 | 22,009 |
Accrued expenses and other liabilities | $ 59,924 | $ 63,886 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | $ 3,085 | $ 0 |
Interest rate swap | 6,944 | 11,687 |
Fair Value, Inputs, Level 1 | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 23,187 | 33,046 |
Restricted cash | 18,639 | 20,749 |
Fair Value, Inputs, Level 1 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 23,187 | 33,046 |
Restricted cash | 18,639 | 20,749 |
Fair Value, Inputs, Level 2 | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | 3,085 | 0 |
Interest rate caps | 16 | 10 |
Interest rate swap | 6,225 | 10,980 |
Fair Value, Inputs, Level 2 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | 3,085 | 0 |
Interest rate caps | 16 | 10 |
Interest rate swap | 6,225 | 10,980 |
Fair Value, Inputs, Level 3 | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage debt | 1,480,282 | 1,486,164 |
Revolving credit facility | 769 | 0 |
Fair Value, Inputs, Level 3 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage debt | 1,533,855 | 1,524,210 |
Revolving credit facility | $ 3,482 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current | ||||
Federal | $ 0 | $ 0 | $ 0 | $ 0 |
State and local | 33 | 22 | 67 | 82 |
Total current provision | 33 | 22 | 67 | 82 |
Deferred | ||||
Federal | 0 | 0 | 0 | 0 |
State and local | 0 | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 | 0 |
Total provision for income taxes | $ 33 | $ 22 | $ 67 | $ 82 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 9.3 | $ 7.6 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 30.6 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 37.2 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Share-based payment arrangement, expense | $ 2.3 | $ 1.7 | $ 4.4 | $ 3.1 | |
Options exercised (in shares) | 784,123 | ||||
Former Manager | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercised (in shares) | 1,422,248 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years |
REDEEMABLE PREFERRED STOCK, E_3
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jun. 30, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Redeemable preferred stock, shares issued (in shares) | 200,000 | 200,000 | 400,000 | ||
Redeemable preferred stock, shares outstanding (in shares) | 200,000 | 200,000 | |||
Preferred stock, liquidation preference, value | $ 100 | ||||
Preferred stock, dividend rate, percentage | 6.00% | ||||
Redeemable preferred stock, liquidation preference | $ 40,000,000 | ||||
Reduction in strike price (in dollars per share) | $ 0.33 | ||||
Equity offering program, authorized offering amount | $ 100,000,000 | ||||
Former Manager | |||||
Related Party Transaction [Line Items] | |||||
Grants in period (in shares) | 20,289 |
REDEEMABLE PREFERRED STOCK, E_4
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE - Rollforward of Redeemable Preferred Stock (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance as of December 31, 2020 | $ 20,253 | |
Accrued dividend | 595 | |
Paid dividend | (598) | $ (1,203) |
Balance as of June 30, 2021 | $ 20,250 |
REDEEMABLE PREFERRED STOCK, E_5
REDEEMABLE PREFERRED STOCK, EQUITY AND EARNINGS PER COMMON SHARE - Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||||
Numerator | |||||||
Loss from continuing operations attributable to common stockholders | $ (13,268) | $ (3,257) | $ (20,875) | $ (14,903) | |||
Discontinued operations, net | 0 | 0 | 0 | 16,885 | |||
Net income (loss) attributable to common stockholders | (13,268) | (3,257) | (20,875) | 1,982 | |||
Less: Non-forfeitable dividends allocated to participating RSUs | (32) | (28) | (75) | (59) | |||
Net income (loss) available to common shares outstanding | $ (13,300) | $ (3,285) | $ (20,950) | $ 1,923 | |||
Denominator | |||||||
Weighted average number of shares of common stock outstanding, Basic (in shares) | [1] | 83,653,329 | 82,459,741 | 83,233,377 | 82,423,182 | ||
Dilutive common shares - equity awards and option (in shares) | 0 | 0 | 0 | 0 | |||
Weighted average number of shares of common stock outstanding, Diluted (in shares) | 83,653,329 | [1] | 82,459,741 | [1] | 83,233,377 | 82,423,182 | |
Basic earnings per common share: | |||||||
Loss from continuing operations attributable to common stockholders, per basic share (in dollars per share) | $ (0.16) | [2] | $ (0.04) | [2] | $ (0.25) | $ (0.18) | |
Discontinued operations, net (in dollars per share) | 0 | 0 | 0 | 0.20 | |||
Net income (loss) attributable to common stockholders, basic (in dollars per share) | (0.16) | [2] | (0.04) | [2] | (0.25) | 0.02 | |
Diluted earnings per common share: | |||||||
Loss from continuing operations attributable to common stockholders, per diluted share (in dollars per share) | (0.16) | [2] | (0.04) | [2] | (0.25) | (0.18) | |
Discontinued operations, net (in dollars per share) | 0 | 0 | |||||
Net income (loss) attributable to common stockholders, diluted (in dollars per share) | $ (0.16) | [2] | $ (0.04) | [2] | $ (0.25) | $ 0.02 | |
Restricted stock excluded from basic weighted average share calculation | 227,462 | 454,921 | 227,462 | 454,921 | |||
Equity Option | |||||||
Diluted earnings per common share: | |||||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,107,805 | 292,483 | 2,841,736 | 947,465 | |||
[1] | Dilutive share equivalents and options were excluded for the three and six months ended June 30, 2021 and 2020 as their inclusion would have been anti-dilutive given our loss position. | ||||||
[2] | Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. The outstanding shares used to calculate the weighted average basic shares outstanding exclude 227,462 and 454,921 restricted stock awards, net of forfeitures, as of June 30, 2021 and 2020, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic EPS. Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Watermark | |
Long-term Purchase Commitment [Line Items] | |
Lease period | 15 years |
Watermark | Additional Capital Improvements | |
Long-term Purchase Commitment [Line Items] | |
Capital improvements | $ 1 |
Minimum | |
Long-term Purchase Commitment [Line Items] | |
Remaining lease term | 1 month |
Maximum | |
Long-term Purchase Commitment [Line Items] | |
Remaining lease term | 66 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Obligations under Operating Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (six months) | $ 322 |
2022 | 515 |
2023 | 472 |
2024 | 240 |
2025 | 8 |
Thereafter | 305 |
Total future minimum lease payments | 1,862 |
Less imputed interest | (377) |
Total operating lease liability | $ 1,485 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jul. 13, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Payments for repurchase of redeemable preferred stock | $ | $ 20.3 |
Redeemable Preferred Stock | |
Subsequent Event [Line Items] | |
Stock redeemed during period, shares | shares | 200,000 |
Temporary equity, redemption price per share (in dollars per share) | $ / shares | $ 100 |
Uncategorized Items - snr-20210
Label | Element | Value | [1] |
Restricted Cash | us-gaap_RestrictedCash | $ 20,749,000 | |
Restricted Cash | us-gaap_RestrictedCash | $ 24,215,000 | |
[1] | Restricted cash consists of (i) amounts held by lender in tax, insurance, replacement reserve and other escrow accounts and (ii) security deposits; amounts relating to continuing operations are included in “Receivables and other assets, net” in our Consolidated Balance Sheets. |