Brookdale Senior Living (BKD) 10-Q7 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 05, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-32641
Entity Registrant Name	BROOKDALE SENIOR LIVING INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-3068069
Entity Address, Address Line One	105 Westwood Place,
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Brentwood,
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	221-2250
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		199,212,529
Entity Central Index Key	0001332349
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common stock:
Document Information [Line Items]
Title of 12(b) security	Common Stock, $0.01 Par Value Per Share
Entity Trading Symbol	BKD
Security Exchange Name	NYSE
Tangible Equity Units, 7.00%
Document Information [Line Items]
Title of 12(b) security	7.00% Tangible Equity Units
Entity Trading Symbol	BKDT
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 254,711	$ 277,971
Marketable securities	29,701	29,755
Restricted cash	49,067	41,341
Accounts receivable, net	53,002	48,393
Prepaid expenses and other current assets, net	87,236	80,908
Total current assets	473,717	478,368
Property, plant and equipment and leasehold intangibles, net	4,641,255	4,330,629
Operating lease right-of-use assets	732,918	670,907
Restricted cash	28,267	30,356
Goodwill	27,321	27,321
Other assets, net	35,645	35,854
Total assets	5,939,123	5,573,435
Current liabilities
Current portion of long-term debt	51,525	41,463
Current portion of financing lease obligations	1,160	1,075
Current portion of operating lease obligations	150,790	192,631
Trade accounts payable	73,275	66,526
Accrued expenses	248,693	242,668
Refundable fees and deferred revenue	58,541	55,753
Total current liabilities	583,984	600,116
Long-term debt, less current portion	3,654,497	3,655,850
Financing lease obligations, less current portion	602,789	150,774
Operating lease obligations, less current portion	730,402	683,876
Deferred tax liability	5,938	5,987
Other liabilities	67,191	71,679
Total liabilities	5,644,801	5,168,282
Preferred stock, $0.01 par value, 50,000,000 shares authorized at September 30, 2024 and December 31, 2023; no shares issued and outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized at September 30, 2024 and December 31, 2023; 209,768,026 and 198,780,826 shares issued and 199,240,501 and 188,253,301 shares outstanding (including 27,972 unvested restricted shares as of September 30, 2024), respectively	2,098	1,988
Additional paid-in-capital	4,349,478	4,342,362
Treasury stock, at cost; 10,527,525 shares at September 30, 2024 and December 31, 2023	(102,774)	(102,774)
Accumulated deficit	(3,955,925)	(3,837,912)
Total Brookdale Senior Living Inc. stockholders' equity	292,877	403,664
Noncontrolling interest	1,445	1,489
Total equity	294,322	405,153
Total liabilities and equity	$ 5,939,123	$ 5,573,435

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	50,000,000	50,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	400,000,000	400,000,000
Common stock, issued (in shares)	209,768,026	198,780,826
Common stock, outstanding (in shares)	199,240,501	188,253,301
Treasury stock (in shares)	10,527,525	10,527,525
Unvested Restricted Stock
Unvested restricted shares (in shares)	27,972

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total revenue and other operating income	$ 784,167	$ 757,291	$ 2,344,539	$ 2,261,346
General and administrative expense (including non-cash stock-based compensation expense of $3,403, $2,893, $10,651, and $8,966, respectively)	44,929	43,076	137,325	137,021
Facility operating lease expense	51,937	53,145	154,397	149,784
Depreciation and amortization	90,064	85,932	264,219	255,314
Asset impairment	934	9,086	2,642	9,606
Loss (gain) on sale of communities, net	0	0	0	(36,296)
Income (loss) from operations	10,259	(6,338)	48,667	42,649
Interest income	4,663	6,323	14,155	17,764
Interest expense:
Debt	(54,171)	(53,413)	(161,405)	(155,984)
Financing lease obligations	(5,062)	(4,950)	(15,233)	(16,955)
Amortization of deferred financing costs	(2,337)	(1,910)	(6,928)	(5,749)
Change in fair value of derivatives	(4,746)	861	(2,004)	5,130
Gain (loss) on debt modification and extinguishment, net	(2,267)	0	(2,267)	0
Equity in earnings (loss) of unconsolidated ventures	0	(1,426)	0	(3,156)
Non-operating gain (loss) on sale of assets, net	20	0	923	860
Other non-operating income (loss)	3,584	10,166	7,121	16,512
Income (loss) before income taxes	(50,057)	(50,687)	(116,971)	(98,929)
Benefit (provision) for income taxes	(677)	1,876	(1,086)	1,029
Net income (loss)	(50,734)	(48,811)	(118,057)	(97,900)
Net (income) loss attributable to noncontrolling interest	14	15	44	45
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (50,720)	$ (48,796)	$ (118,013)	$ (97,855)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
Basic net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders (in dollars per share)	$ (0.22)	$ (0.22)	$ (0.52)	$ (0.43)
Diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders (in dollars per share)	$ (0.22)	$ (0.22)	$ (0.52)	$ (0.43)
Weighted average shares used in computing basic and diluted net income (loss) per share
Weighted average shares used in computing basic net income (loss) per share (in shares)	228,124	225,416	226,939	225,136
Weighted average shares used in computing diluted net income (loss) per share (in shares)	228,124	225,416	226,939	225,136
Resident fees
Total revenue and other operating income	$ 743,729	$ 717,123	$ 2,227,679	$ 2,140,688
Management fees
Total revenue and other operating income	2,676	2,566	7,910	7,653
Reimbursed costs incurred on behalf of managed communities
Total revenue and other operating income	37,762	34,979	108,950	103,932
Cost incurred	37,762	34,979	108,950	103,932
Other operating income
Total revenue and other operating income	0	2,623	0	9,073
Facility operating expense
Cost incurred	$ 548,282	$ 537,411	$ 1,628,339	$ 1,599,336

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Facility operating expense (excluding facility depreciation and amortization)	$ 83,479	$ 79,384	$ 245,089	$ 236,547
General and administrative expense (including non-cash stock-based compensation expense)	$ 3,403	$ 2,893	$ 10,651	$ 8,966

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common stock:	Additional paid-in-capital:	Treasury stock:	Accumulated deficit:	Noncontrolling interest:
Balance at beginning of period at Dec. 31, 2022	$ 584,153	$ 1,978	$ 4,332,302	$ (102,774)	$ (3,648,901)	$ 1,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net		16	(16)
Shares withheld for employee taxes		(6)	(1,874)
Compensation expense related to restricted stock grants			8,966
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(97,855)				(97,855)
Net income (loss) attributable to noncontrolling interest	(97,900)					(45)
Balance at end of period at Sep. 30, 2023	493,339	$ 1,988	4,339,378	(102,774)	(3,746,756)	1,503
Balance at beginning of period (in shares) at Dec. 31, 2022		187,249,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net (in shares)		1,561,000
Shares withheld for employee taxes (in shares)		(570,000)
Balances at end of period (in shares) at Sep. 30, 2023		188,240,000
Balance at beginning of period at Jun. 30, 2023	539,276	$ 1,988	4,336,504	(102,774)	(3,697,960)	1,518
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld for employee taxes			(19)
Compensation expense related to restricted stock grants			2,893
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(48,796)				(48,796)
Net income (loss) attributable to noncontrolling interest	(48,811)					(15)
Balance at end of period at Sep. 30, 2023	493,339	$ 1,988	4,339,378	(102,774)	(3,746,756)	1,503
Balance at beginning of period (in shares) at Jun. 30, 2023		188,235,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net (in shares)		10,000
Shares withheld for employee taxes (in shares)		(5,000)
Balances at end of period (in shares) at Sep. 30, 2023		188,240,000
Balance at beginning of period at Dec. 31, 2023	405,153	$ 1,988	4,342,362	(102,774)	(3,837,912)	1,489
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts		76	(76)
Shares issued for warrant exercise		21	(21)
Restricted stock and restricted stock units, net		19	(19)
Shares withheld for employee taxes		(6)	(3,419)
Compensation expense related to restricted stock grants			10,651
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(118,013)				(118,013)
Net income (loss) attributable to noncontrolling interest	(118,057)					(44)
Balance at end of period at Sep. 30, 2024	$ 294,322	$ 2,098	4,349,478	(102,774)	(3,955,925)	1,445
Balance at beginning of period (in shares) at Dec. 31, 2023	188,253,301	188,253,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts (in shares)		7,550,000
Shares issued for warrant exercise (in shares)		2,105,000
Restricted stock and restricted stock units, net (in shares)		1,912,000
Shares withheld for employee taxes (in shares)		(579,000)
Balances at end of period (in shares) at Sep. 30, 2024	199,240,501	199,241,000
Balance at beginning of period at Jun. 30, 2024	$ 341,673	$ 2,077	4,346,116	(102,774)	(3,905,205)	1,459
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts		9	(9)
Shares issued for warrant exercise		12	(12)
Shares withheld for employee taxes			(20)
Compensation expense related to restricted stock grants			3,403
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(50,720)				(50,720)
Net income (loss) attributable to noncontrolling interest	(50,734)					(14)
Balance at end of period at Sep. 30, 2024	$ 294,322	$ 2,098	$ 4,349,478	$ (102,774)	$ (3,955,925)	$ 1,445
Balance at beginning of period (in shares) at Jun. 30, 2024		197,201,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts (in shares)		841,000
Shares issued for warrant exercise (in shares)		1,163,000
Restricted stock and restricted stock units, net (in shares)		39,000
Shares withheld for employee taxes (in shares)		(3,000)
Balances at end of period (in shares) at Sep. 30, 2024	199,240,501	199,241,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (118,057)	$ (97,900)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net	2,267	0
Depreciation and amortization, net	271,147	261,063
Asset impairment	2,642	9,606
Equity in (earnings) loss of unconsolidated ventures	0	3,156
Distributions from unconsolidated ventures from cumulative share of net earnings	0	430
Amortization of entrance fees	0	(732)
Proceeds from deferred entrance fee revenue	0	477
Deferred income tax (benefit) provision	(48)	(2,015)
Operating lease expense adjustment	(39,061)	(33,820)
Change in fair value of derivatives	2,004	(5,130)
Loss (gain) on sale of assets, net	(923)	(37,156)
Non-cash stock-based compensation expense	10,651	8,966
Property and casualty insurance income	(6,281)	(14,047)
Other non-operating (income) loss	0	(2,542)
Changes in operating assets and liabilities:
Accounts receivable, net	(4,610)	8,250
Prepaid expenses and other assets, net	(6,414)	9,347
Prepaid insurance premiums financed with notes payable	(7,930)	(6,530)
Trade accounts payable and accrued expenses	5,071	21,444
Refundable fees and deferred revenue	2,789	8,518
Operating lease assets and liabilities for lessor capital expenditure reimbursements	7,732	2,244
Net cash provided by (used in) operating activities	120,979	133,629
Cash Flows from Investing Activities
Purchase of marketable securities	(39,191)	(159,811)
Sale and maturities of marketable securities	40,000	145,100
Capital expenditures, net of related payables	(150,938)	(174,700)
Acquisition of assets, net of cash acquired	0	(574)
Investment in unconsolidated ventures	0	(7,589)
Proceeds from sale of assets, net	7,017	43,181
Property and casualty insurance proceeds	6,297	19,536
Change in lease acquisition deposits, net	(2,000)	0
Purchase of interest rate cap instruments	(9,282)	(7,223)
Proceeds from interest rate cap instruments	14,816	6,501
Other	(235)	(168)
Net cash provided by (used in) investing activities	(133,516)	(135,747)
Cash Flows from Financing Activities
Proceeds from debt	264,038	25,532
Repayment of debt and financing lease obligations	(259,390)	(91,866)
Payment of financing costs, net of related payables	(6,309)	(940)
Payments of employee taxes for withheld shares	(3,425)	(1,880)
Net cash provided by (used in) financing activities	(5,086)	(69,154)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(17,623)	(71,272)
Cash, cash equivalents, and restricted cash at beginning of period	349,668	474,548
Cash, cash equivalents, and restricted cash at end of period	$ 332,045	$ 403,276

Description of Business

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	1. Description of Business Brookdale Senior Living Inc. together with its consolidated subsidiaries ("Brookdale" or the "Company") is an operator of 648 senior living communities throughout the United States. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company's senior living communities and its comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home. As of September 30, 2024, the Company owned 342 communities, representing a majority of the Company's community portfolio, leased 277 communities, and managed 29 communities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 21, 2024. Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying unaudited condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, asset impairments, self-insurance reserves, performance-based compensation, allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires expanded annual and interim disclosures for significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of this pronouncement on its segment disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect this pronouncement will have on its income tax disclosures.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Marketable Securities As of September 30, 2024 and December 31, 2023, marketable securities of $29.7 million and $29.8 million, respectively, are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy. Interest Rate Derivatives The Company's derivative assets include interest rate cap and swap instruments that effectively manage the risk above certain interest rates for a portion of the Company's long-term variable rate debt. The Company has not designated the interest rate cap and swap instruments as hedging instruments and as such, changes in the fair value of the instruments are recognized in earnings in the period of the change. The interest rate derivative positions are valued using models developed by the respective counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy. The Company considers the credit risk of its counterparties when evaluating the fair value of its derivatives. The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of September 30, 2024. ($ in millions) Current notional balance $ 1,257.5 Weighted average fixed cap rate 3.90 % Weighted average remaining term 0.5 years Estimated asset fair value (included in other assets, net) $ 7.8 As of December 31, 2023, the estimated fair value of the interest rate cap instruments was $13.3 million. The following table summarizes the Company's SOFR interest rate swap instrument as of September 30, 2024. ($ in millions) Current notional balance $ 220.0 Fixed interest rate 4.25 % Remaining term 1.0 year Estimated fair value (included in other liabilities) $ (0.9) As of December 31, 2023, the estimated fair value of the interest rate swap instrument was $1.6 million included in other assets, net. Long-term debt The Company estimates the fair value of its debt primarily using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company estimates the fair value of its convertible senior notes based on valuations provided by third-party pricing services. The Company had outstanding long-term debt with a carrying amount of approximately $3.7 billion as of both September 30, 2024 and December 31, 2023. Fair value of the long-term debt is approximately $3.6 billion and $3.4 billion as of September 30, 2024 and December 31, 2023, respectively. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.

Revenue

Revenue	9 Months Ended
Revenue	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	4. Revenue The Company disaggregates its revenue from contracts with customers by payor source as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Resident fee revenue by payor source is as follows. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Private pay 93.8 % 93.7 % 93.9 % 93.7 % Government reimbursement 4.9 % 4.9 % 4.7 % 4.9 % Other third-party payor programs 1.3 % 1.4 % 1.4 % 1.4 % Refer to Note 13 for disaggregation of revenue by reportable segment. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. Additionally, certain of the Company's revenue-generating contracts include non-refundable fees that are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied. The Company had total deferred revenue (included within refundable fees and deferred revenue and other liabilities within the condensed consolidated balance sheets) of $53.6 million and $48.3 million, including $28.0 million and $24.1 million of monthly resident fees billed and received in advance, as of September 30, 2024 and December 31, 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized $47.0 million and $49.1 million, respectively, of revenue that was included in the deferred revenue balance as of January 1, 2024 and 2023, respectively. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less.

Property, Plant and Equipment a

Property, Plant and Equipment and Leasehold Intangibles, Net	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment and Leasehold Intangibles, Net	5. Property, Plant and Equipment and Leasehold Intangibles, Net As of September 30, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) September 30, 2024 December 31, 2023 Land $ 497,829 $ 500,649 Buildings and improvements 5,391,214 5,348,133 Furniture and equipment 1,156,275 1,111,408 Resident in-place lease intangibles 281,041 282,411 Construction in progress 30,077 33,905 Assets under financing leases and leasehold improvements 1,557,995 1,070,900 Property, plant and equipment and leasehold intangibles 8,914,431 8,347,406 Accumulated depreciation and amortization (4,273,176) (4,016,777) Property, plant and equipment and leasehold intangibles, net $ 4,641,255 $ 4,330,629 Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $90.1 million and $85.9 million for the three months ended September 30, 2024 and 2023, respectively, and $264.2 million and $255.3 million for the nine months ended September 30, 2024 and 2023, respectively. The Company recognized $0.9 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, of non-cash impairment charges in its operating results for its property, plant and equipment and leasehold intangibles assets due to property damage sustained at certain communities. The Company recognized $5.3 million and $5.8 million for the three and nine months ended September 30, 2023, respectively, of non-cash impairment charges in its operating results for its property, plant and equipment and leasehold intangibles assets, primarily due to the planned disposition of certain underperforming communities that have since been sold.

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consists of the following. (in thousands) September 30, 2024 December 31, 2023 Fixed rate mortgage notes payable due 2026 through 2047; weighted average interest rate of 4.37% and 4.26% as of September 30, 2024 and December 31, 2023, respectively. $ 2,067,155 $ 1,953,414 Variable rate mortgage notes payable due 2025 through 2030; weighted average interest rate of 7.53% and 7.74% as of September 30, 2024 and December 31, 2023, respectively 1,416,783 1,524,907 Convertible notes payable due October 2026; interest rate of 2.00% as of both September 30, 2024 and December 31, 2023 230,000 230,000 Tangible equity units senior amortizing notes due November 2025; interest rate of 10.25% as of both September 30, 2024 and December 31, 2023 11,666 17,990 Notes payable for insurance premium financing due 2024; interest rate of 7.40% as of September 30, 2024 5,872 — Deferred financing costs, net (25,454) (28,998) Total long-term debt 3,706,022 3,697,313 Current portion 51,525 41,463 Total long-term debt, less current portion $ 3,654,497 $ 3,655,850 As of September 30, 2024, the long-term debt, less current portion within the Company's condensed consolidated balance sheet includes $100.0 million of mortgage notes payable scheduled to mature in January 2025 with two one-year extension options, exercisable by the Company subject to the satisfaction of certain conditions. As of September 30, 2024, 91.5%, or $3.4 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings. As of September 30, 2024, $58.5 million of letters of credit and no cash borrowings were outstanding under the Company's $100.0 million secured credit facility. The Company also had a separate secured letter of credit facility providing up to $17.0 million of letters of credit as of September 30, 2024 under which $15.7 million had been issued as of that date. 2024 Mortgage Financings In February 2024, the Company obtained $50.0 million of debt secured by first priority mortgages on 11 communities. The loan bears interest at a variable rate equal to SOFR In September 2024, the Company obtained $182.5 million of debt secured by first priority mortgages on 16 communities. The loan bears interest at a fixed rate of 5.67% and is interest only for the first two years. The debt matures in October 2029. At the closing, the Company repaid $197.1 million of outstanding mortgage debt, which was scheduled to mature in September 2025, using proceeds from the $182.5 million debt and cash on hand. Convertible Senior Notes On September 30, 2024, the Company entered into privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with certain holders (the "Investors") of the Company’s outstanding 2.00% convertible senior notes due 2026 (the “2026 Notes”), each of whom may have also beneficially owned shares of the Company's common stock as of such date and at closing. On October 3, 2024, pursuant to the Exchange and Subscription Agreements, the Company issued $369.4 million aggregate principal amount of its 3.50% convertible senior notes due 2029 (the “2029 New Notes”). At closing, $219.4 million principal amount of the 2029 New Notes were issued in exchange for $206.7 million principal amount of the 2026 Notes and $150.0 million principal amount of the 2029 New Notes were issued for cash. The 2029 New Notes were issued pursuant to, and are governed by, an Indenture (the “2029 New Notes Indenture”), dated as of October 3, 2024 between the Company and Equiniti Trust Co., as trustee (the “Trustee”). Following the closing, $23.3 million in aggregate principal amount of the 2026 Notes remain outstanding with the terms unchanged. The 2029 New Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the 2029 New Notes, and equal in right of payment to any indebtedness that is not so subordinated. The 2029 New Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of current or future subsidiaries of the Company. Under the terms of the 2029 New Notes Indenture, subject to certain exceptions, the Company may not incur pari passu indebtedness in an aggregate principal amount exceeding $500 million. The 2029 New Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2025. The 2029 New Notes will mature on October 15, 2029, unless earlier converted or repurchased in accordance with their terms. Holders of the 2029 New Notes may convert all or any portion of their 2029 New Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2029, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2024 (and only during such calendar quarter), if the last reported sale price of the common stock of the Company for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2029 New Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock of the Company and the conversion rate for the 2029 New Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after July 15, 2029, holders may convert all or any portion of their 2029 New Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. Under the 2029 New Notes Indenture, the Company will not be obligated to deliver any shares of common stock to any holder upon any conversion of the 2029 New Notes whereby such holder would beneficially own a number of shares of Company common stock in excess of 19.9% of the total number of shares of Company common stock issued and outstanding immediately following such conversion. The conversion rate for the 2029 New Notes will initially be 111.1111 shares of common stock per $1,000 principal amount of the 2029 New Notes (equivalent to an initial conversion price of approximately $9.00 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2029 New Notes in connection with such a corporate event. The Company does not have the right to redeem the 2029 New Notes at its election before the maturity date. No sinking fund is provided for the 2029 New Notes. The Company’s net cash proceeds from the exchange and issuance transactions, after subtracting fees, discounts and estimated expenses payable by the Company, were approximately $135.0 million. The Company intends to use the proceeds to fund acquisitions and for general corporate purposes. The Company expects to recognize an approximately $15.0 million loss on debt extinguishment in the three months ended December 31, 2024 for the completed exchange and issuance transactions. Financial Covenants Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of September 30, 2024, the Company is in compliance with the financial covenants of its debt agreements.

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2024
Leases [Abstract]
Leases	7. Leases As of September 30, 2024, the Company operated 277 communities under long-term leases (227 operating leases and 50 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, the Company guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of September 30, 2024, the Company is in compliance with the financial covenants of its long-term lease agreements. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company did not recognize any such impairment charges for the three and nine months ended September 30, 2024. The Company recognized $3.8 million for both the three and nine months ended September 30, 2023 of non-cash impairment charges for its operating lease right-of-use assets, primarily due to lower than expected occupancy and decreased future cash flow estimates at certain communities. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Nine Months Ended Operating Leases (in thousands) 2024 2023 2024 2023 Facility operating expense $ 1,999 $ 1,853 $ 6,095 $ 5,211 Facility lease expense 51,937 53,145 154,397 149,784 Operating lease expense 53,936 54,998 160,492 154,995 Operating lease expense adjustment (1) 12,489 11,458 39,061 33,820 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,432) — (7,732) (2,244) Operating net cash outflows from operating leases $ 59,993 $ 66,456 $ 191,821 $ 186,571 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Nine Months Ended Financing Leases (in thousands) 2024 2023 2024 2023 Depreciation and amortization $ 2,651 $ 2,843 $ 8,421 $ 13,589 Interest expense: financing lease obligations 5,062 4,950 15,233 16,955 Financing lease expense $ 7,713 $ 7,793 $ 23,654 $ 30,544 Operating cash outflows from financing leases $ 5,062 $ 4,950 $ 15,233 $ 16,955 Financing cash outflows from financing leases 273 244 800 8,222 Total net cash outflows from financing leases $ 5,335 $ 5,194 $ 16,033 $ 25,177 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of September 30, 2024 are as follows (in millions). Year Ending December 31, Operating Leases Financing Leases 2024 (three months) $ 56.9 $ 12.8 2025 232.4 7.0 2026 117.4 7.0 2027 118.3 6.3 2028 113.9 6.1 Thereafter 736.1 21.2 Total lease payments 1,375.0 60.4 Purchase price for communities subject to acquisition agreements — 610.0 Reacquisition price in excess of sale-leaseback proceeds — (32.8) Imputed interest and variable lease payments (493.8) (54.4) Other financing obligations — 20.7 Total lease obligations $ 881.2 $ 603.9 Omega Lease Amendment In August 2024, the Company and Omega Healthcare Investors, Inc. ("Omega") amended the existing master lease pursuant to which the Company continues to lease 24 communities from Omega. The Company's amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance. The amendment to the lease arrangements increased the operating lease right-of-use assets and lease obligations recognized on the Company's condensed consolidated balance sheet each by $253.4 million. International JV / Welltower Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire 11 senior living communities that are currently leased by the Company from a joint venture between Welltower Inc. (“Welltower”) and its joint venture partners for a purchase price of $300.0 million. As part of this transaction, the Company will assume approximately $194.5 million of existing 4.92% fixed rate agency debt which is scheduled to mature in March 2027. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $22.3 million and a current maturity of August 31, 2028. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the 11 communities through the assumption of the existing mortgage debt, a portion of the net cash proceeds from the sale of the 2029 New Notes, and cash on hand. The leases for the 11 communities were previously classified as operating leases and have been prospectively classified as financing leases subsequent to the amendment of the leasing arrangement. The amendment of the leasing arrangement resulted in the following increases to the assets and liabilities recognized on the Company's condensed consolidated balance sheet. (in millions) Property, plant and equipment and leasehold intangibles, net $ 281.0 Operating lease right-of-use assets (52.0) Total assets $ 229.0 Financing lease obligations $ 300.0 Operating lease obligations (71.0) Total liabilities $ 229.0 Welltower Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire five senior living communities that are currently leased by the Company from Welltower for a purchase price of $175.0 million. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $13.4 million and a current maturity of December 31, 2024. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the five communities through a portion of the net cash proceeds from the sale of the 2029 New Notes, proceeds from non-recourse mortgage financing on the assets, and cash on hand. The definitive agreement included the finalization of the purchase price under the provisions of a purchase option arrangement with a variable price component based upon the fair value of the assets. The amendment of the leasing arrangement increased the financing lease right-of-use assets and lease obligations recognized for two of these communities on the Company's consolidated balance sheet each by $17.7 million. The leasing arrangements for three of these communities are accounted for as failed sale-leaseback transactions as the Company has not previously transferred control of the underlying assets for accounting purposes under a sale and leaseback arrangement with a purchase option. Diversified Healthcare Trust Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire 25 senior living communities that are currently leased by the Company from Diversified Healthcare Trust for a purchase price of $135.0 million. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $10.2 million and a current maturity of December 31, 2032. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the 25 communities through a portion of the net cash proceeds from the sale of the 2029 New Notes, proceeds from non-recourse mortgage financing on certain of the assets, and cash on hand. The leases for the 25 communities were previously classified as operating leases and have been prospectively classified as financing leases subsequent to the amendment of the leasing arrangement. The amendment of the leasing arrangement resulted in the following increases to the assets and liabilities recognized on the Company's condensed consolidated balance sheet. (in millions) Property, plant and equipment and leasehold intangibles, net $ 128.6 Operating lease right-of-use assets (40.4) Total assets $ 88.2 Financing lease obligations $ 135.0 Operating lease obligations (46.8) Total liabilities $ 88.2
Leases	7. Leases As of September 30, 2024, the Company operated 277 communities under long-term leases (227 operating leases and 50 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, the Company guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of September 30, 2024, the Company is in compliance with the financial covenants of its long-term lease agreements. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company did not recognize any such impairment charges for the three and nine months ended September 30, 2024. The Company recognized $3.8 million for both the three and nine months ended September 30, 2023 of non-cash impairment charges for its operating lease right-of-use assets, primarily due to lower than expected occupancy and decreased future cash flow estimates at certain communities. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Nine Months Ended Operating Leases (in thousands) 2024 2023 2024 2023 Facility operating expense $ 1,999 $ 1,853 $ 6,095 $ 5,211 Facility lease expense 51,937 53,145 154,397 149,784 Operating lease expense 53,936 54,998 160,492 154,995 Operating lease expense adjustment (1) 12,489 11,458 39,061 33,820 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,432) — (7,732) (2,244) Operating net cash outflows from operating leases $ 59,993 $ 66,456 $ 191,821 $ 186,571 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Nine Months Ended Financing Leases (in thousands) 2024 2023 2024 2023 Depreciation and amortization $ 2,651 $ 2,843 $ 8,421 $ 13,589 Interest expense: financing lease obligations 5,062 4,950 15,233 16,955 Financing lease expense $ 7,713 $ 7,793 $ 23,654 $ 30,544 Operating cash outflows from financing leases $ 5,062 $ 4,950 $ 15,233 $ 16,955 Financing cash outflows from financing leases 273 244 800 8,222 Total net cash outflows from financing leases $ 5,335 $ 5,194 $ 16,033 $ 25,177 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of September 30, 2024 are as follows (in millions). Year Ending December 31, Operating Leases Financing Leases 2024 (three months) $ 56.9 $ 12.8 2025 232.4 7.0 2026 117.4 7.0 2027 118.3 6.3 2028 113.9 6.1 Thereafter 736.1 21.2 Total lease payments 1,375.0 60.4 Purchase price for communities subject to acquisition agreements — 610.0 Reacquisition price in excess of sale-leaseback proceeds — (32.8) Imputed interest and variable lease payments (493.8) (54.4) Other financing obligations — 20.7 Total lease obligations $ 881.2 $ 603.9 Omega Lease Amendment In August 2024, the Company and Omega Healthcare Investors, Inc. ("Omega") amended the existing master lease pursuant to which the Company continues to lease 24 communities from Omega. The Company's amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance. The amendment to the lease arrangements increased the operating lease right-of-use assets and lease obligations recognized on the Company's condensed consolidated balance sheet each by $253.4 million. International JV / Welltower Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire 11 senior living communities that are currently leased by the Company from a joint venture between Welltower Inc. (“Welltower”) and its joint venture partners for a purchase price of $300.0 million. As part of this transaction, the Company will assume approximately $194.5 million of existing 4.92% fixed rate agency debt which is scheduled to mature in March 2027. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $22.3 million and a current maturity of August 31, 2028. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the 11 communities through the assumption of the existing mortgage debt, a portion of the net cash proceeds from the sale of the 2029 New Notes, and cash on hand. The leases for the 11 communities were previously classified as operating leases and have been prospectively classified as financing leases subsequent to the amendment of the leasing arrangement. The amendment of the leasing arrangement resulted in the following increases to the assets and liabilities recognized on the Company's condensed consolidated balance sheet. (in millions) Property, plant and equipment and leasehold intangibles, net $ 281.0 Operating lease right-of-use assets (52.0) Total assets $ 229.0 Financing lease obligations $ 300.0 Operating lease obligations (71.0) Total liabilities $ 229.0 Welltower Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire five senior living communities that are currently leased by the Company from Welltower for a purchase price of $175.0 million. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $13.4 million and a current maturity of December 31, 2024. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the five communities through a portion of the net cash proceeds from the sale of the 2029 New Notes, proceeds from non-recourse mortgage financing on the assets, and cash on hand. The definitive agreement included the finalization of the purchase price under the provisions of a purchase option arrangement with a variable price component based upon the fair value of the assets. The amendment of the leasing arrangement increased the financing lease right-of-use assets and lease obligations recognized for two of these communities on the Company's consolidated balance sheet each by $17.7 million. The leasing arrangements for three of these communities are accounted for as failed sale-leaseback transactions as the Company has not previously transferred control of the underlying assets for accounting purposes under a sale and leaseback arrangement with a purchase option. Diversified Healthcare Trust Portfolio Acquisition In September 2024, the Company entered into a definitive agreement to acquire 25 senior living communities that are currently leased by the Company from Diversified Healthcare Trust for a purchase price of $135.0 million. Currently, these communities are held in a triple-net lease with annualized current cash rent payments of $10.2 million and a current maturity of December 31, 2032. The Company expects to complete the acquisition transaction in 2024, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund its acquisition of the 25 communities through a portion of the net cash proceeds from the sale of the 2029 New Notes, proceeds from non-recourse mortgage financing on certain of the assets, and cash on hand. The leases for the 25 communities were previously classified as operating leases and have been prospectively classified as financing leases subsequent to the amendment of the leasing arrangement. The amendment of the leasing arrangement resulted in the following increases to the assets and liabilities recognized on the Company's condensed consolidated balance sheet. (in millions) Property, plant and equipment and leasehold intangibles, net $ 128.6 Operating lease right-of-use assets (40.4) Total assets $ 88.2 Financing lease obligations $ 135.0 Operating lease obligations (46.8) Total liabilities $ 88.2

Litigation

Litigation	9 Months Ended
Litigation	Sep. 30, 2024
Litigation [Abstract]
Litigation	8. Litigation The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries. In addition, the Company has been and currently is involved in putative class action litigation regarding staffing at the Company's communities and compliance with consumer protection laws and the Americans with Disabilities Act (and similar state laws). Certain claims and lawsuits allege large damage amounts, seek injunctive relief, and may require (and have required) significant costs to defend and resolve. The Company continues to vigorously defend against the putative class action cases, and an estimate of the possible loss or range of possible loss in connection with any such putative class action cannot be made. As a result, the Company maintains general liability, professional liability, excess liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company uses its wholly-owned captive insurance company for the purpose of insuring certain portions of its risk retention under its general and professional liability insurance programs. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company's wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, the Company is subject to various government reviews, audits, and investigations to verify compliance with Medicare and Medicaid programs and other applicable laws and regulations. The Centers for Medicare & Medicaid Services ("CMS") has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. In addition, states' Attorneys General vigorously enforce consumer protection laws as those laws relate to the senior living industry. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and damage to the Company's business reputation. The Company's costs to respond to and defend any such audits, reviews, and investigations may be significant. In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserted that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies, compliance with applicable regulations and statutes, and staffing practices that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. The district court dismissed the lawsuit and entered judgment in favor of the defendants in September 2021, and the plaintiffs did not file an appeal. Between October 2020 and June 2021, alleged stockholders of the Company filed several stockholder derivative lawsuits in the federal courts for the Middle District of Tennessee and the District of Delaware, which were subsequently transferred to the Middle District of Tennessee and consolidated into two lawsuits. In January 2024, the court dismissed one of the two derivative lawsuits. Plaintiffs have appealed the dismissal to the United States Court of Appeals for the Sixth Circuit. The other derivative lawsuit remains pending with the Middle District of Tennessee and asserts claims on behalf of the Company against certain current and former officers and directors for alleged breaches of duties owed to the Company. The complaint incorporates substantively similar allegations to the securities lawsuit previously described.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	9. Stock-Based Compensation Grants of restricted stock units and stock awards under the Company's 2014 and 2024 Omnibus Incentive Plan were as follows. (in thousands, except for weighted average amounts) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2024 2,224 $ 6.36 $ 14,148 Three months ended June 30, 2024 17 $ 6.86 $ 115 Three months ended September 30, 2024 36 $ 7.15 $ 258

Earnings Per Share

Earnings Per Share	9 Months Ended
Earnings Per Share	Sep. 30, 2024
Earnings Per Share [Abstract]
Earnings Per Share	10. Earnings Per Share Potentially dilutive common stock equivalents for the Company include convertible senior notes, warrants, unvested restricted stock, restricted stock units, and prepaid stock purchase contracts. On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. As of September 30, 2024, the maximum number of shares issuable upon settlement of the 2026 Notes is 38.3 million (after giving effect to 9.9 million additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events). After giving effect to the Company's convertible notes exchange and issuance transactions on October 3, 2024, the maximum number of shares issuable upon settlement of the Company’s outstanding convertible senior notes is 58.9 million (after giving effect to 14.9 million additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events). Refer to Note 6 for information on the Company's convertible notes exchange and issuance transactions on October 3, 2024. On July 26, 2020, the Company issued to Ventas, Inc. ("Ventas") a warrant (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock, and business combination transactions. During the three and nine months ended September 30, 2024, the Company issued 1,162,946 shares of common stock and 2,105,370 shares of common stock, respectively, upon the partial exercise of the Warrant by Ventas for 2.0 million shares and 3.7 million shares, net of shares withheld to satisfy the aggregate exercise price during the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Warrant remains outstanding for the right to purchase 12.6 million shares of the Company's common stock. During the three months ended December 31, 2022, the Company issued 2,875,000 of its 7.00% tangible equity units (the "Units") at a public offering price of $50.00 per Unit for an aggregate offering of $143.8 million. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note with an initial principal amount of $8.8996. Unless settled early in accordance with the terms of the instruments, under each purchase contract, the Company is obligated to deliver to the holder on November 15, 2025 a minimum of 12.9341, and a maximum of 15.1976, shares of the Company's common stock depending on the daily volume-weighted average price of its common stock for the 20 trading days preceding the settlement date. During the three and nine months ended September 30, 2024, 65,000 and 583,662, respectively, of the Units were separated at the election of the holders into the two components, prepaid stock purchase contracts and senior amortizing notes, and the Company delivered 840,716 and 7,549,141 shares of the Company’s common stock upon settlement of such prepaid stock purchase contracts for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, 2,291,338 prepaid stock purchase contracts remain outstanding, and the maximum number of shares issuable upon settlement of the Units' prepaid stock purchase contracts is 34.8 million. Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, after giving effect to the minimum number of shares issuable upon settlement of the prepaid stock purchase contract component of the Units. The following table summarizes the computation of basic weighted average shares presented in the condensed consolidated statements of operations. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Weighted average common shares outstanding 197,894 188,230 194,261 187,950 Weighted average minimum shares issuable under purchase contracts 30,230 37,186 32,678 37,186 Weighted average shares outstanding - basic 228,124 225,416 226,939 225,136 Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the treasury stock method or if-converted method, and performance-based equity awards are included based on the attainment of the applicable performance metrics as of the end of the reporting period. The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in both periods as a result of the net loss. As of September 30, (in millions) 2024 2023 Convertible senior notes at initial conversion rate 28.4 28.4 Incremental shares issuable upon certain events for convertible senior notes 9.9 9.9 Warrants 12.6 16.3 Restricted stock and restricted stock units 6.4 6.5 Incremental shares issuable under purchase contracts 5.2 6.5 Total 62.5 67.6

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes The difference between the Company's effective tax rate for the three months ended September 30, 2024 and 2023 was primarily due to an increase in the valuation allowance recorded on operating losses during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The difference between the Company's effective tax rate for the nine months ended September 30, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The Company recorded an aggregate deferred federal, state, and local tax benefit of $12.2 million for the three months ended September 30, 2024, which was offset by an increase to the valuation allowance of $12.5 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $28.9 million for the nine months ended September 30, 2024, which was partially offset by an increase to the valuation allowance of $28.8 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $12.2 million for the three months ended September 30, 2023, which was partially offset by an increase to the valuation allowance of $10.0 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $23.0 million for the nine months ended September 30, 2023, which was partially offset by an increase to the valuation allowance of $21.0 million. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of September 30, 2024 and December 31, 2023 was $503.0 million and $474.2 million, respectively. The increase in the valuation allowance for both the nine months ended September 30, 2024 and 2023 is the result of current operating losses during the periods and the anticipated reversal of future tax liabilities offset by future tax deductions.

Supplemental Disclosure of Cash

Supplemental Disclosure of Cash Flow Information	9 Months Ended
Supplemental Disclosure of Cash Flow Information	Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]
Supplemental Disclosure of Cash Flow Information	12. Supplemental Disclosure of Cash Flow Information Nine Months Ended (in thousands) 2024 2023 Supplemental Disclosure of Cash Flow Information: Interest paid $ 178,106 $ 171,317 Income taxes paid, net of (refunds) $ 1,212 $ (1,233) Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 144,634 $ 174,975 Capital expenditures - development, net 624 1,309 Capital expenditures - non-development - reimbursable from lessor 8,014 2,244 Trade accounts payable (2,334) (3,828) Net cash paid $ 150,938 $ 174,700 Acquisition of assets, net of cash acquired: Prepaid expenses and other assets, net $ — $ 23 Property, plant and equipment and leasehold intangibles, net — 6,872 Investment in unconsolidated ventures — (3,395) Other liabilities — (384) Other non-operating loss (income) — (2,542) Net cash paid $ — $ 574 Proceeds from sale of assets, net: Prepaid expenses and other assets, net $ (362) $ (1,660) Property, plant and equipment and leasehold intangibles, net (6,291) (23,733) Refundable fees and deferred revenue — 9,347 Other liabilities 559 10,021 Non-operating loss (gain) on sale of assets, net (923) (860) Loss (gain) on sale of communities, net — (36,296) Net cash received $ (7,017) $ (43,181) Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Non-cash lease transactions, net: Property, plant and equipment and leasehold intangibles, net $ 427,444 $ (51,542) Operating lease right-of-use assets 170,867 216,492 Financing lease obligations (452,897) 88,844 Operating lease obligations (145,414) (253,794) Net $ — $ — Restricted cash consists principally of escrow deposits for interest rate caps, real estate taxes, property insurance, capital expenditures, and debt service reserves required by certain lenders under mortgage debt agreements, deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs, and regulatory reserves for certain CCRCs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) September 30, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 254,711 $ 277,971 Restricted cash - current 49,067 41,341 Restricted cash - non-current 28,267 30,356 Total cash, cash equivalents, and restricted cash $ 332,045 $ 349,668

Segment Information

Segment Information	9 Months Ended
Segment Information	Sep. 30, 2024
Segment Reporting [Abstract]
Segment Information	13. Segment Information The Company has three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Independent Living . The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs. Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for the Company's residents. The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias. CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus. All Other. All Other includes communities operated by the Company pursuant to management agreements. Under the management agreements for these communities, the Company receives management fees as well as reimbursement of expenses it incurs on behalf of the owners. The following tables set forth selected segment financial data. Three Months Ended Nine Months Ended (in thousands) 2024 2023 2024 2023 Revenue and other operating income: Independent Living (1) $ 150,380 $ 141,449 $ 448,870 $ 422,993 Assisted Living and Memory Care (1) 510,084 496,232 1,528,147 1,475,322 CCRCs (1) 83,265 82,065 250,662 251,446 All Other 40,438 37,545 116,860 111,585 Total revenue and other operating income $ 784,167 $ 757,291 $ 2,344,539 $ 2,261,346 Segment operating income: (2) Independent Living $ 48,747 $ 44,702 $ 147,724 $ 137,896 Assisted Living and Memory Care 131,768 126,731 405,381 375,940 CCRCs 14,932 10,902 46,235 36,589 All Other 2,676 2,566 7,910 7,653 Total segment operating income 198,123 184,901 607,250 558,078 General and administrative expense (including non-cash stock-based compensation expense) 44,929 43,076 137,325 137,021 Facility operating lease expense 51,937 53,145 154,397 149,784 Depreciation and amortization 90,064 85,932 264,219 255,314 Asset impairment 934 9,086 2,642 9,606 Loss (gain) on sale of communities, net — — — (36,296) Income (loss) from operations $ 10,259 $ (6,338) $ 48,667 $ 42,649 As of (in thousands) September 30, 2024 December 31, 2023 Total assets: Independent Living (3) $ 1,226,716 $ 1,206,021 Assisted Living and Memory Care 3,651,503 3,315,921 CCRCs 647,693 612,521 Corporate and All Other 413,211 438,972 Total assets $ 5,939,123 $ 5,573,435 (1) All revenue and other operating income is earned from external third parties in the United States. Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (3) The Company's total carrying amount of goodwill is included within the Independent Living segment and was $27.3 million as of both September 30, 2024 and December 31, 2023.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (50,720)	$ (48,796)	$ (118,013)	$ (97,855)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation
Principles of Consolidation	Principles of Consolidation
Use of Estimates	Use of Estimates
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires expanded annual and interim disclosures for significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of this pronouncement on its segment disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect this pronouncement will have on its income tax disclosures.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Interest Rate Caps	The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of September 30, 2024. ($ in millions) Current notional balance $ 1,257.5 Weighted average fixed cap rate 3.90 % Weighted average remaining term 0.5 years Estimated asset fair value (included in other assets, net) $ 7.8 The following table summarizes the Company's SOFR interest rate swap instrument as of September 30, 2024. ($ in millions) Current notional balance $ 220.0 Fixed interest rate 4.25 % Remaining term 1.0 year Estimated fair value (included in other liabilities) $ (0.9)

Revenue (Tables)

Revenue (Tables)	9 Months Ended
Revenue (Tables)	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Resident fee revenue by payor source is as follows. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Private pay 93.8 % 93.7 % 93.9 % 93.7 % Government reimbursement 4.9 % 4.9 % 4.7 % 4.9 % Other third-party payor programs 1.3 % 1.4 % 1.4 % 1.4 %

Property, Plant and Equipment_2

Property, Plant and Equipment and Leasehold Intangibles, Net (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Net Property, Plant and Equipment and Leasehold Intangibles	As of September 30, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) September 30, 2024 December 31, 2023 Land $ 497,829 $ 500,649 Buildings and improvements 5,391,214 5,348,133 Furniture and equipment 1,156,275 1,111,408 Resident in-place lease intangibles 281,041 282,411 Construction in progress 30,077 33,905 Assets under financing leases and leasehold improvements 1,557,995 1,070,900 Property, plant and equipment and leasehold intangibles 8,914,431 8,347,406 Accumulated depreciation and amortization (4,273,176) (4,016,777) Property, plant and equipment and leasehold intangibles, net $ 4,641,255 $ 4,330,629

Debt (Tables)

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consists of the following. (in thousands) September 30, 2024 December 31, 2023 Fixed rate mortgage notes payable due 2026 through 2047; weighted average interest rate of 4.37% and 4.26% as of September 30, 2024 and December 31, 2023, respectively. $ 2,067,155 $ 1,953,414 Variable rate mortgage notes payable due 2025 through 2030; weighted average interest rate of 7.53% and 7.74% as of September 30, 2024 and December 31, 2023, respectively 1,416,783 1,524,907 Convertible notes payable due October 2026; interest rate of 2.00% as of both September 30, 2024 and December 31, 2023 230,000 230,000 Tangible equity units senior amortizing notes due November 2025; interest rate of 10.25% as of both September 30, 2024 and December 31, 2023 11,666 17,990 Notes payable for insurance premium financing due 2024; interest rate of 7.40% as of September 30, 2024 5,872 — Deferred financing costs, net (25,454) (28,998) Total long-term debt 3,706,022 3,697,313 Current portion 51,525 41,463 Total long-term debt, less current portion $ 3,654,497 $ 3,655,850

Leases (Tables)

Leases (Tables)	9 Months Ended
Leases (Tables)	Sep. 30, 2024
Leases [Abstract]
Schedule of Lease Costs	A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Nine Months Ended Operating Leases (in thousands) 2024 2023 2024 2023 Facility operating expense $ 1,999 $ 1,853 $ 6,095 $ 5,211 Facility lease expense 51,937 53,145 154,397 149,784 Operating lease expense 53,936 54,998 160,492 154,995 Operating lease expense adjustment (1) 12,489 11,458 39,061 33,820 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,432) — (7,732) (2,244) Operating net cash outflows from operating leases $ 59,993 $ 66,456 $ 191,821 $ 186,571 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Nine Months Ended Financing Leases (in thousands) 2024 2023 2024 2023 Depreciation and amortization $ 2,651 $ 2,843 $ 8,421 $ 13,589 Interest expense: financing lease obligations 5,062 4,950 15,233 16,955 Financing lease expense $ 7,713 $ 7,793 $ 23,654 $ 30,544 Operating cash outflows from financing leases $ 5,062 $ 4,950 $ 15,233 $ 16,955 Financing cash outflows from financing leases 273 244 800 8,222 Total net cash outflows from financing leases $ 5,335 $ 5,194 $ 16,033 $ 25,177 (in millions) Property, plant and equipment and leasehold intangibles, net $ 281.0 Operating lease right-of-use assets (52.0) Total assets $ 229.0 Financing lease obligations $ 300.0 Operating lease obligations (71.0) Total liabilities $ 229.0 (in millions) Property, plant and equipment and leasehold intangibles, net $ 128.6 Operating lease right-of-use assets (40.4) Total assets $ 88.2 Financing lease obligations $ 135.0 Operating lease obligations (46.8) Total liabilities $ 88.2
Schedule of Lessee, Operating Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of September 30, 2024 are as follows (in millions). Year Ending December 31, Operating Leases Financing Leases 2024 (three months) $ 56.9 $ 12.8 2025 232.4 7.0 2026 117.4 7.0 2027 118.3 6.3 2028 113.9 6.1 Thereafter 736.1 21.2 Total lease payments 1,375.0 60.4 Purchase price for communities subject to acquisition agreements — 610.0 Reacquisition price in excess of sale-leaseback proceeds — (32.8) Imputed interest and variable lease payments (493.8) (54.4) Other financing obligations — 20.7 Total lease obligations $ 881.2 $ 603.9
Schedule of Finance Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of September 30, 2024 are as follows (in millions). Year Ending December 31, Operating Leases Financing Leases 2024 (three months) $ 56.9 $ 12.8 2025 232.4 7.0 2026 117.4 7.0 2027 118.3 6.3 2028 113.9 6.1 Thereafter 736.1 21.2 Total lease payments 1,375.0 60.4 Purchase price for communities subject to acquisition agreements — 610.0 Reacquisition price in excess of sale-leaseback proceeds — (32.8) Imputed interest and variable lease payments (493.8) (54.4) Other financing obligations — 20.7 Total lease obligations $ 881.2 $ 603.9

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Grants of Restricted Stock Units and Stock Awards	Grants of restricted stock units and stock awards under the Company's 2014 and 2024 Omnibus Incentive Plan were as follows. (in thousands, except for weighted average amounts) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2024 2,224 $ 6.36 $ 14,148 Three months ended June 30, 2024 17 $ 6.86 $ 115 Three months ended September 30, 2024 36 $ 7.15 $ 258

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
Earnings Per Share (Tables)	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic Weighted Average Shares	The following table summarizes the computation of basic weighted average shares presented in the condensed consolidated statements of operations. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Weighted average common shares outstanding 197,894 188,230 194,261 187,950 Weighted average minimum shares issuable under purchase contracts 30,230 37,186 32,678 37,186 Weighted average shares outstanding - basic 228,124 225,416 226,939 225,136
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in both periods as a result of the net loss. As of September 30, (in millions) 2024 2023 Convertible senior notes at initial conversion rate 28.4 28.4 Incremental shares issuable upon certain events for convertible senior notes 9.9 9.9 Warrants 12.6 16.3 Restricted stock and restricted stock units 6.4 6.5 Incremental shares issuable under purchase contracts 5.2 6.5 Total 62.5 67.6

Supplemental Disclosure of Ca_2

Supplemental Disclosure of Cash Flow Information (Tables)	9 Months Ended
Supplemental Disclosure of Cash Flow Information (Tables)	Sep. 30, 2024
Supplemental Cash Flow Elements [Abstract]
Schedule of Supplemental Cash Flow Information	Nine Months Ended (in thousands) 2024 2023 Supplemental Disclosure of Cash Flow Information: Interest paid $ 178,106 $ 171,317 Income taxes paid, net of (refunds) $ 1,212 $ (1,233) Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 144,634 $ 174,975 Capital expenditures - development, net 624 1,309 Capital expenditures - non-development - reimbursable from lessor 8,014 2,244 Trade accounts payable (2,334) (3,828) Net cash paid $ 150,938 $ 174,700 Acquisition of assets, net of cash acquired: Prepaid expenses and other assets, net $ — $ 23 Property, plant and equipment and leasehold intangibles, net — 6,872 Investment in unconsolidated ventures — (3,395) Other liabilities — (384) Other non-operating loss (income) — (2,542) Net cash paid $ — $ 574 Proceeds from sale of assets, net: Prepaid expenses and other assets, net $ (362) $ (1,660) Property, plant and equipment and leasehold intangibles, net (6,291) (23,733) Refundable fees and deferred revenue — 9,347 Other liabilities 559 10,021 Non-operating loss (gain) on sale of assets, net (923) (860) Loss (gain) on sale of communities, net — (36,296) Net cash received $ (7,017) $ (43,181) Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Non-cash lease transactions, net: Property, plant and equipment and leasehold intangibles, net $ 427,444 $ (51,542) Operating lease right-of-use assets 170,867 216,492 Financing lease obligations (452,897) 88,844 Operating lease obligations (145,414) (253,794) Net $ — $ —
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) September 30, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 254,711 $ 277,971 Restricted cash - current 49,067 41,341 Restricted cash - non-current 28,267 30,356 Total cash, cash equivalents, and restricted cash $ 332,045 $ 349,668

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
Segment Information (Tables)	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following tables set forth selected segment financial data. Three Months Ended Nine Months Ended (in thousands) 2024 2023 2024 2023 Revenue and other operating income: Independent Living (1) $ 150,380 $ 141,449 $ 448,870 $ 422,993 Assisted Living and Memory Care (1) 510,084 496,232 1,528,147 1,475,322 CCRCs (1) 83,265 82,065 250,662 251,446 All Other 40,438 37,545 116,860 111,585 Total revenue and other operating income $ 784,167 $ 757,291 $ 2,344,539 $ 2,261,346 Segment operating income: (2) Independent Living $ 48,747 $ 44,702 $ 147,724 $ 137,896 Assisted Living and Memory Care 131,768 126,731 405,381 375,940 CCRCs 14,932 10,902 46,235 36,589 All Other 2,676 2,566 7,910 7,653 Total segment operating income 198,123 184,901 607,250 558,078 General and administrative expense (including non-cash stock-based compensation expense) 44,929 43,076 137,325 137,021 Facility operating lease expense 51,937 53,145 154,397 149,784 Depreciation and amortization 90,064 85,932 264,219 255,314 Asset impairment 934 9,086 2,642 9,606 Loss (gain) on sale of communities, net — — — (36,296) Income (loss) from operations $ 10,259 $ (6,338) $ 48,667 $ 42,649 As of (in thousands) September 30, 2024 December 31, 2023 Total assets: Independent Living (3) $ 1,226,716 $ 1,206,021 Assisted Living and Memory Care 3,651,503 3,315,921 CCRCs 647,693 612,521 Corporate and All Other 413,211 438,972 Total assets $ 5,939,123 $ 5,573,435 (1) All revenue and other operating income is earned from external third parties in the United States. Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (3) The Company's total carrying amount of goodwill is included within the Independent Living segment and was $27.3 million as of both September 30, 2024 and December 31, 2023.

Description of Business (Detail

Description of Business (Details)	Sep. 30, 2024 community
Segment Reporting Information [Line Items]
Operating and financing leases, number of communities	277
Current Property Ownership Status
Segment Reporting Information [Line Items]
Number of senior living communities	648
Number of communities owned	342
Operating and financing leases, number of communities	277
Number of communities managed	29

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 29,701	$ 29,755
Total long-term debt	3,706,022	3,697,313
Long-term debt, fair value	3,600,000	3,400,000
Long-term debt and lines of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total long-term debt	3,700,000	3,700,000
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 29,700	29,800
Level 2 \| Interest Rate Cap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated asset fair value (included in other assets, net)		13,300
Level 2 \| Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated asset fair value (included in other assets, net)		$ 1,600

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Interest Rate Caps (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Derivative [Line Items]
Estimated asset fair value (included in other assets and liabilities, net)	$ 1,212	$ (1,233)
Interest Rate Cap \| Level 2
Derivative [Line Items]
Derivative asset, notional amount	$ 1,257,500
Weighted average fixed cap rate	3.90%
Weighted average remaining term	6 months
Estimated asset fair value (included in other assets and liabilities, net)	$ 7,800
Interest Rate Swap \| Level 2
Derivative [Line Items]
Derivative asset, notional amount	$ 220,000
Fixed interest rate	4.25%
Remaining term	1 year
Estimated asset fair value (included in other assets and liabilities, net)	$ (900)

Revenue - Schedule of Disaggreg

Revenue - Schedule of Disaggregation of Revenue (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Private pay
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	93.80%	93.70%	93.90%	93.70%
Government reimbursement
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	4.90%	4.90%	4.70%	4.90%
Other third-party payor programs
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	1.30%	1.40%	1.40%	1.40%

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Monthly resident fees	$ 28		$ 24.1
Revenue recognized	47	$ 49.1
Deferred Revenue and Credits
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 53.6		$ 48.3

Property, Plant and Equipment_3

Property, Plant and Equipment and Leasehold Intangibles, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 8,914,431		$ 8,914,431		$ 8,347,406
Accumulated depreciation and amortization	(4,273,176)		(4,273,176)		(4,016,777)
Property, plant and equipment and leasehold intangibles, net	4,641,255		4,641,255		4,330,629
Depreciation and amortization expense	90,100	$ 85,900	264,200	$ 255,300
Nonrecurring
Property, Plant and Equipment [Line Items]
Non-cash impairment charges	900	$ 5,300	2,600	$ 5,800
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	497,829		497,829		500,649
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	5,391,214		5,391,214		5,348,133
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	1,156,275		1,156,275		1,111,408
Resident in-place lease intangibles
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	281,041		281,041		282,411
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	30,077		30,077		33,905
Assets under financing leases and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 1,557,995		$ 1,557,995		$ 1,070,900

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 3,706,022	$ 3,697,313
Deferred financing costs, net	(25,454)	(28,998)
Current portion	51,525	41,463
Total long-term debt, less current portion	3,654,497	3,655,850
Mortgage notes payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 2,067,155	$ 1,953,414
Weighted average interest rate (as percent)	4.37%	4.26%
Variable Mortgages
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 1,416,783	$ 1,524,907
Weighted average interest rate (as percent)	7.53%	7.74%
Convertible Debt \| Convertible Senior Notes Due 2026
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 230,000	$ 230,000
Weighted average interest rate (as percent)	2%	2%
Notes Payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 5,872	$ 0
Weighted average interest rate (as percent)	7.40%
Notes Payable \| Tangible Equity Units Senior Amortizing Notes
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 11,666	$ 17,990
Weighted average interest rate (as percent)	10.25%	10.25%

Debt - Narrative (Details)

Debt - Narrative (Details)			1 Months Ended		3 Months Ended			9 Months Ended
Debt - Narrative (Details)	Oct. 03, 2024 USD ($) day $ / shares	Sep. 30, 2024 USD ($) community renewal_option	Sep. 30, 2024 USD ($) community renewal_option	Feb. 29, 2024 USD ($) renewal_option community	Dec. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) community renewal_option	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) community renewal_option	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 01, 2021 USD ($)
Credit Facilities [Line Items]
Total long-term debt		$ 3,706,022,000	$ 3,706,022,000			$ 3,706,022,000		$ 3,706,022,000		$ 3,697,313,000
Loss on extinguishment of debt						$ (2,267,000)	$ 0	$ (2,267,000)	$ 0
First Mortgage
Credit Facilities [Line Items]
Number of renewal options \| renewal_option				2
Term of renewal option (in years)				1 year
Number of communities securing debt \| community		16	16	11		16		16
Mortgage Debt Due 2025
Credit Facilities [Line Items]
Outstanding mortgage debt			$ 197,100,000
Mortgages
Credit Facilities [Line Items]
Debt face amount		$ 100,000,000	$ 100,000,000			$ 100,000,000		$ 100,000,000
Number of renewal options \| renewal_option		2	2			2		2
Term of renewal option (in years)						1 year
Percentage of total debt (as percent)		91.50%	91.50%			91.50%		91.50%
Mortgage debt		$ 3,400,000,000	$ 3,400,000,000			$ 3,400,000,000		$ 3,400,000,000
Total long-term debt		2,067,155,000	2,067,155,000			2,067,155,000		2,067,155,000		1,953,414,000
Mortgages \| First Mortgage
Credit Facilities [Line Items]
Debt face amount		$ 182,500,000	$ 182,500,000	$ 50,000,000		$ 182,500,000		$ 182,500,000
Debt instrument, variable interest rate, type [extensible enumeration]				Secured Overnight Financing Rate (SOFR) [Member]
Interest rate, stated percentage		5.67%	5.67%			5.67%		5.67%
Term of interest			2 years
Mortgages \| First Mortgage \| Variable Rate Component One
Credit Facilities [Line Items]
Applicable margin (as a percent)				3.50%
Line of Credit \| Fifth Amended and Restated Credit Agreement \| Letter of Credit Sublimit
Credit Facilities [Line Items]
Letters of credit issued		$ 58,500,000	$ 58,500,000			$ 58,500,000		$ 58,500,000
Line of Credit \| Fifth Amended and Restated Credit Agreement \| Letter of Credit
Credit Facilities [Line Items]
Letters of credit issued		15,700,000	15,700,000			15,700,000		15,700,000
Credit facility, maximum borrowing capacity		17,000,000	17,000,000			17,000,000		17,000,000
Line of Credit \| Credit Agreement With Capital One, National Association \| Revolving Credit Facility
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity		$ 100,000,000	$ 100,000,000			$ 100,000,000		$ 100,000,000
Convertible Debt \| Convertible Senior Notes Due 2026
Credit Facilities [Line Items]
Debt face amount											$ 230,000,000
Interest rate, stated percentage		2%	2%			2%		2%			2%
Total long-term debt		$ 230,000,000	$ 230,000,000			$ 230,000,000		$ 230,000,000		$ 230,000,000
Convertible Debt \| Convertible Senior Notes Due 2026 \| Subsequent Event
Credit Facilities [Line Items]
Debt instrument, face amount exchanged	$ 206,700,000
Total long-term debt	23,300,000
Convertible Debt \| Convertible Senior Notes Due 2029
Credit Facilities [Line Items]
Debt instrument, convertible, conversion ratio		0.1111111
Convertible Debt \| Convertible Senior Notes Due 2029 \| Subsequent Event
Credit Facilities [Line Items]
Debt face amount	$ 369,400,000
Interest rate, stated percentage	3.50%
Debt instrument, face amount exchanged	$ 219,400,000
Proceeds from issuance of debt	150,000,000
Debt instrument, indebtedness aggregate principal amount maximum	$ 500,000,000
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Threshold percentage of stock price trigger	130%
Threshold business days \| day	5
Threshold consecutive trading days, measurement period \| day	10
Percentage of product of the last reported sale price of the common stock and the conversion rate (as a percent)	98%
Percentage of common stock in excess shares	0.199
Debt instrument, convertible, conversion price (in dollars per share) \| $ / shares	$ 9
Cash proceeds	$ 135,000,000
Convertible Debt \| Convertible Senior Notes Due 2029 \| Subsequent Event \| Forecast
Credit Facilities [Line Items]
Loss on extinguishment of debt					$ 15,000,000

Leases - Narrative (Details)

Leases - Narrative (Details)	1 Months Ended		3 Months Ended		9 Months Ended
Leases - Narrative (Details)	Sep. 30, 2024 USD ($) community lease	Aug. 31, 2024 USD ($) community	Sep. 30, 2024 USD ($) lease community	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) lease community	Sep. 30, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Operating and financing leases, number of communities \| community	277		277		277
Number of communities leased \| lease	227		227		227
Financing leases, number of communities \| lease	50		50		50
Operating lease, impairment			$ 0		$ 0
Omega HelathCare Investors, Inc.,
Lessee, Lease, Description [Line Items]
Number of communities leased \| community		24
Maximum capital expenditures funded by lessor		$ 80,000,000
Capital expenditures funded by lessor, subject to rent adjustments, reimbursement threshold		30,000,000
Capital expenditures funded by lessor, subject to rent adjustments disallowed, reimbursement threshold		$ 50,000,000
Operating lease, lessee, capital expenditures, reimbursement percentage		0.095
Operating lease, liability, period increase (decrease) due to modification		$ 253,400,000
Operating lease, right-of-use assets, period increase (decrease) due to modification		$ 253,400,000
Welltower Inc. and JV
Lessee, Lease, Description [Line Items]
Number of communities acquired \| community	11
Purchase price	$ 300,000,000
Annualized cash rent payments	22,300,000
Welltower Inc. and JV \| 4.92% Fixed Rate Agency Debt
Lessee, Lease, Description [Line Items]
Purchase price	$ 194,500,000
Business combination consideration transferred, fixed agency rate	0.0492
Welltower Inc.
Lessee, Lease, Description [Line Items]
Operating lease, liability, period increase (decrease) due to modification	$ 17,700,000
Operating lease, right-of-use assets, period increase (decrease) due to modification	$ 17,700,000
Number of communities acquired \| community	5
Annualized cash rent payments	$ 13,400,000
Payments to acquire lease	$ 175,000,000
Number of communities recognized \| community	2
Number of communities accounted for as failed sale-leaseback transaction \| community	3
Diversified Healthcare Trust
Lessee, Lease, Description [Line Items]
Number of communities acquired \| community	25
Annualized cash rent payments	$ 10,200,000
Payments to acquire lease	$ 135,000,000
Nonrecurring
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets				$ 3,800,000		$ 3,800,000
Minimum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term (in years)					5 years
Maximum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term (in years)					20 years

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Facility operating expense	$ 1,999	$ 1,853	$ 6,095	$ 5,211
Facility lease expense	51,937	53,145	154,397	149,784
Operating lease expense	53,936	54,998	160,492	154,995
Operating lease expense adjustment	12,489	11,458	39,061	33,820
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements	(6,432)	0	(7,732)	(2,244)
Operating net cash outflows from operating leases	59,993	66,456	191,821	186,571
Depreciation and amortization	2,651	2,843	8,421	13,589
Interest expense: financing lease obligations	5,062	4,950	15,233	16,955
Financing lease expense	7,713	7,793	23,654	30,544
Operating cash outflows from financing leases	5,062	4,950	15,233	16,955
Financing cash outflows from financing leases	273	244	800	8,222
Total net cash outflows from financing leases	$ 5,335	$ 5,194	$ 16,033	$ 25,177

Leases - Maturity ASC 842 (Deta

Leases - Maturity ASC 842 (Details) $ in Millions	Sep. 30, 2024 USD ($)
Operating Leases
2024 (three months)	$ 56.9
2025	232.4
2026	117.4
2027	118.3
2028	113.9
Thereafter	736.1
Total lease payments	1,375
Purchase price for communities subject to acquisition agreements	0
Reacquisition price in excess of sale-leaseback proceeds	0
Imputed interest and variable lease payments	(493.8)
Other financing obligations	0
Total lease obligations	881.2
Financing Leases
2024 (three months)	12.8
2025	7
2026	7
2027	6.3
2028	6.1
Thereafter	21.2
Total lease payments	60.4
Purchase price for communities subject to acquisition agreements	610
Reacquisition price in excess of sale-leaseback proceeds	(32.8)
Imputed interest and variable lease payments	(54.4)
Other financing obligations	20.7
Financing lease obligations	$ 603.9

Leases - Schedule of Leasing Ar

Leases - Schedule of Leasing Arrangement (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets [Abstract]
Operating lease right-of-use assets	$ (732,918)	$ (670,907)
Total assets	5,939,123	5,573,435
Liabilities [Abstract]
Financing lease obligations	603,900
Operating lease obligations	(881,200)
Total liabilities	5,644,801	$ 5,168,282
Welltower Inc. and JV
Assets [Abstract]
Property, plant and equipment and leasehold intangibles, net	281,000
Operating lease right-of-use assets	(52,000)
Total assets	229,000
Liabilities [Abstract]
Financing lease obligations	300,000
Operating lease obligations	(71,000)
Total liabilities	229,000
Diversified Healthcare Trust
Assets [Abstract]
Property, plant and equipment and leasehold intangibles, net	128,600
Operating lease right-of-use assets	(40,400)
Total assets	88,200
Liabilities [Abstract]
Financing lease obligations	135,000
Operating lease obligations	(46,800)
Total liabilities	$ 88,200

Litigation (Details)

Litigation (Details) - lawsuit	1 Months Ended	9 Months Ended
Litigation (Details) - lawsuit	Jan. 31, 2024	Jun. 30, 2021
Litigation [Abstract]
Number of lawsuits		2
Number of lawsuits dismissed	1

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Unvested Restricted Stock - Omnibus Incentive Plan 2014 and 2024 - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Unit and Stock Award Grants (in shares)	36	17	2,224
Weighted Average Grant Date Fair Value (in dollars per share)	$ 7.15	$ 6.86	$ 6.36
Total Grant Date Fair Value	$ 258	$ 115	$ 14,148

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Oct. 03, 2024 shares	Sep. 30, 2024 $ / shares shares	Dec. 31, 2022 USD ($) day $ / shares shares	Sep. 30, 2024 $ / shares shares	Sep. 30, 2023 shares	Dec. 31, 2023 $ / shares	Oct. 01, 2021 USD ($)	Jul. 26, 2020 $ / shares shares
Class of Stock [Line Items]
Antidilutive securities (in shares)				62,500,000	67,600,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.01		$ 0.01		$ 0.01
Debt instrument, settlement, prepaid stock, minimum settlement rate (in shares)			12.9341
Debt instrument, settlement, prepaid stock, maximum settlement rate (in shares)			15.1976
Debt instrument, settlement, threshold consecutive trading days \| day			20
Common Stock
Class of Stock [Line Items]
Shares issued for settlement of prepaid stock purchase contracts (in shares)		840,716		7,549,141
Stock Purchase Contracts
Class of Stock [Line Items]
Number of shares issuable upon conversion (in shares)				34,800,000
Number of shares issued (in shares)				2,291,338
The Warrant
Class of Stock [Line Items]
Number of shares authorized to be purchased (in shares)		12,600,000		12,600,000
Ventas, Inc \| The Warrant
Class of Stock [Line Items]
Number of shares authorized to be purchased (in shares)								16,300,000
Common stock, par value (in dollars per share) \| $ / shares								$ 0.01
Share price (in dollars per share) \| $ / shares								$ 3
Shares issued for warrant exercise (in shares)		1,162,946		2,105,370
Class of warrant or right, exercised (in shares)		2,000,000		3,700,000
Convertible Senior Notes Due 2026
Class of Stock [Line Items]
Number of shares issuable upon conversion (in shares)				38,300,000
Antidilutive securities (in shares)				9,900,000	9,900,000
Convertible Senior Notes Due 2026 \| Subsequent Event
Class of Stock [Line Items]
Number of shares issuable upon conversion (in shares)	58,900,000
Antidilutive securities (in shares)	14,900,000
Convertible Senior Notes Due 2026 \| Convertible Debt
Class of Stock [Line Items]
Debt face amount \| $							$ 230
Interest rate, stated percentage		2%		2%			2%
Tangible Equity Units Senior Amortizing Notes \| Other notes payable
Class of Stock [Line Items]
Interest rate, stated percentage			7%
Number of shares issued (in shares)			2,875,000
Stated amount, per unit (in dollars per share) \| $ / shares			$ 50
Aggregate offering \| $			$ 143.8
Prepaid stock purchase contracts (in dollars per share) \| $ / shares			$ 8.8996
Tangible Equity Units Senior Amortizing Notes Separate at Election of the Holders \| Other notes payable
Class of Stock [Line Items]
Number of shares issued (in shares)		65,000		583,662

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Computation of Basic Weighted Average Shares (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Weighted average common shares outstanding (in shares)	197,894	188,230	194,261	187,950
Weighted average minimum shares issuable under purchase contracts (in shares)	30,230	37,186	32,678	37,186
Weighted average shares outstanding - basic (in shares)	228,124	225,416	226,939	225,136

Earnings Per Share - Schedule_2

Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	62.5	67.6
Convertible senior notes at initial conversion rate
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	28.4	28.4
Incremental shares issuable upon certain events for convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	9.9	9.9
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	12.6	16.3
Restricted stock and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6.4	6.5
Incremental shares issuable under purchase contracts
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5.2	6.5

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Gross deferred federal, state and local tax expense (benefit)	$ (12.2)	$ (12.2)	$ (28.9)	$ (23)
Increase (decrease) in valuation allowance	12.5	$ 10	28.8	$ 21
Valuation allowance	$ 503		$ 503		$ 474.2

Supplemental Disclosure of Ca_3

Supplemental Disclosure of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Supplemental Disclosure of Cash Flow Information:
Interest paid			$ 178,106	$ 171,317
Income taxes paid, net of (refunds)			1,212	(1,233)
Net cash paid			150,938	174,700
Prepaid expenses and other assets, net			(6,414)	9,347
Investment in unconsolidated ventures			0	(7,589)
Other non-operating (income) loss	$ (3,584)	$ (10,166)	(7,121)	(16,512)
Refundable fees and deferred revenue			2,789	8,518
Non-operating loss (gain) on sale of assets, net			(923)	(860)
Loss (gain) on sale of communities, net	$ 0	$ 0	0	(36,296)
Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid			150,938	174,700
Trade accounts payable			(2,334)	(3,828)
Acquisition of assets
Supplemental Disclosure of Cash Flow Information:
Prepaid expenses and other assets, net			0	23
Property, plant and equipment and leasehold intangibles, net			0	6,872
Investment in unconsolidated ventures			0	(3,395)
Other liabilities			0	(384)
Other non-operating (income) loss			0	(2,542)
Net cash paid			0	574
Proceeds from sale of assets, net
Supplemental Disclosure of Cash Flow Information:
Prepaid expenses and other assets, net			(362)	(1,660)
Property, plant and equipment and leasehold intangibles, net			(6,291)	(23,733)
Other liabilities			559	10,021
Refundable fees and deferred revenue			0	9,347
Loss (gain) on sale of communities, net			0	(36,296)
Net cash received			(7,017)	(43,181)
Non-cash lease transactions, net
Supplemental Disclosure of Cash Flow Information:
Property, plant and equipment and leasehold intangibles, net			427,444	(51,542)
Operating lease right-of-use assets			170,867	216,492
Financing lease obligations			(452,897)	88,844
Operating lease obligations			(145,414)	(253,794)
Net			0	0
Non-development \| Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid			144,634	174,975
Development \| Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid			624	1,309
Non-development - reimbursable from lessor \| Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid			$ 8,014	$ 2,244

Supplemental Disclosure of Ca_4

Supplemental Disclosure of Cash Flow Information - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 254,711	$ 277,971
Restricted cash - current	49,067	41,341
Restricted cash - non-current	28,267	30,356
Total cash, cash equivalents, and restricted cash	$ 332,045	$ 349,668	$ 403,276	$ 474,548

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			3
Total revenue and other operating income	$ 784,167	$ 757,291	$ 2,344,539	$ 2,261,346
Total segment operating income	198,123	184,901	607,250	558,078
General and administrative expense (including non-cash stock-based compensation expense)	44,929	43,076	137,325	137,021
Facility operating lease expense	51,937	53,145	154,397	149,784
Depreciation and amortization	90,064	85,932	264,219	255,314
Asset impairment	934	9,086	2,642	9,606
Loss (gain) on sale of communities, net	0	0	0	(36,296)
Income (loss) from operations	10,259	(6,338)	48,667	42,649
Total assets	5,939,123		5,939,123		$ 5,573,435
Goodwill	27,321		27,321		27,321
Independent Living
Segment Reporting Information [Line Items]
Goodwill	27,300		27,300		27,300
Operating Segments \| Independent Living
Segment Reporting Information [Line Items]
Total revenue and other operating income	150,380	141,449	448,870	422,993
Total segment operating income	48,747	44,702	147,724	137,896
Total assets	1,226,716		1,226,716		1,206,021
Operating Segments \| Assisted Living and Memory Care
Segment Reporting Information [Line Items]
Total revenue and other operating income	510,084	496,232	1,528,147	1,475,322
Total segment operating income	131,768	126,731	405,381	375,940
Total assets	3,651,503		3,651,503		3,315,921
Operating Segments \| CCRCs
Segment Reporting Information [Line Items]
Total revenue and other operating income	83,265	82,065	250,662	251,446
Total segment operating income	14,932	10,902	46,235	36,589
Total assets	647,693		647,693		612,521
Operating Segments \| Corporate and All Other
Segment Reporting Information [Line Items]
Total revenue and other operating income	40,438	37,545	116,860	111,585
Total segment operating income	2,676	$ 2,566	7,910	$ 7,653
Total assets	$ 413,211		$ 413,211		$ 438,972