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LEASES | 12 Months Ended
--- | ---
Dec. 31, 2023
Leases [Abstract] |
LEASES | LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 independent skilled nursing and senior living facilities used in the Company’s operations, 96 of which are under nine “triple-net” master lease agreements (collectively, the Master Leases), which range in terms from 13 to 20 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred and been continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. If the Company elects to renew the term of a Master Lease, the renewal will be effective to all, but not less than all, of the leased property then subject to the Master Lease. Additionally, four of the 97 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense for continuing operations under the Master Leases was approximately $66,439, $64,178 and $59,571 for the years ended December 31, 2023, 2022 and 2021, respectively. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is in compliance with requirements of the Master Leases as of December 31, 2023. In connection with the spin-off that occurred in 2019, the Company guaranteed certain leases of Pennant based on the underlying terms of the leases. The Company does not consider these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. The Company leases facilities where its independent subsidiaries operate and certain administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five to 20 years. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years. Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense for continuing operations inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was $197,856, $153,174 and $139,458 for the years ended December 31, 2023, 2022 and 2021, respectively. Eighty of the Company’s independent subsidiaries, excluding the subsidiaries that are operated under the Master Leases with CareTrust, are operated under 13 separate master lease arrangements. During 2023, the Company expanded its operations through three separate master lease arrangements for 22 stand-alone skilled nursing operations, of which 19 are operated by the Company's independent subsidiaries and the remaining three are subleased to a third-party operator. These three master leases increased the lease liabilities and right-of-use assets by $346,789 to reflect the new lease obligations and have initial lease terms of 18, 20 and 20 years, respectively. Under these master leases, a default at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The components of operating lease expense are as follows:
|  |  | Year Ended December 31,
|  |  |  |  | 2023 |  | 2022 |  | 2021
Rent - cost of services(1) |  |  |  |  | $ | 197,358 |  |  | $ | 153,049 |  |  | $ | 139,371 |
General and administrative expense |  |  |  |  | 498 |  |  | 125 |  |  | 87 |
Depreciation and amortization(2) |  |  |  |  | 1,202 |  |  | 1,160 |  |  | 1,158 |
Variable lease costs(3) |  |  |  |  | 20,454 |  |  | 16,938 |  |  | 14,077 |
|  |  |  |  | $ | 219,512 |  |  | $ | 171,272 |  |  | $ | 154,693 |
(1)Rent- cost of services includes deferred rent expense adju stments of $870, $493 and $485 for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as consumer price index increases and short-term leases of $10,259, $5,878, $3,702 for the years ended December 31, 2023, 2022, and 2021 respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's consolidated statements of income. Future minimum lease payments for all third-party leases as of December 31, 2023 are as follows:
Year |  | Amount
2024 |  | $ | 191,352 |
2025 |  | 191,269 |
2026 |  | 191,058 |
2027 |  | 190,481 |
2028 |  | 189,224 |
Thereafter |  | 1,722,259 |
TOTAL LEASE PAYMENTS |  | 2,675,643 |
Less: present value adjustment |  | (953,791) |
PRESENT VALUE OF TOTAL LEASE LIABILITIES |  | 1,721,852 |
Less: current lease liabilities |  | (82,526) |
LONG-TERM OPERATING LEASE LIABILITIES |  | $ | 1,639,326 |
Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the lease commencement date. As of December 31, 2023 and 2022, the weighted average remaining lease term is 14.9 years and 15.0 years and the weighted average discount rate used to determine the operating lease liabilities is 6.5% and 6.7%. Subsequent to December 31, 2023, the Company amended an existing separate master lease arrangement to add two stand-alone skilled nursing facilities and extend the initial term to 20 years. This added a total of 241 operational skilled nursing beds operated by the Company's independent subsidiaries and the aggregate impact to the carrying value of lease liabilities and right-of-use assets related to the separate master lease agreement is estimated to be approximately $30,980. Lessor Activities The Company leases its owned real estate properties to third-party operators, of which 29 senior living operations are operated by Pennant. All of these properties are triple-net leases, whereby the respective tenants are responsible for all costs at the properties including: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The initial terms range from 14 to 16 years. During 2023, the Company entered into a sublease agreement for three stand-alone skilled nursing operations with a third-party operator with an initial lease term of 18 years. Additionally, during the year, the Company entered into a lease agreement with a third-party operator for one campus operation with an initial lease term of 15 years. Total rental income from all third-party sources for the years ended December 31, 2023, 2022 and 2021 is as follows:
|  |  | Year Ended December 31,
|  |  |  |  | 2023 |  | 2022 |  | 2021
Pennant(1) |  |  |  |  | $ | 15,048 |  |  | $ | 14,915 |  |  | $ | 14,073 |
Other third-party(2) |  |  |  |  | 6,236 |  |  | 1,842 |  |  | 1,912 |
TOTAL |  |  |  |  | $ | 21,284 |  |  | $ | 16,757 |  |  | $ | 15,985 |
(1) Pennant rental income includes variable rent such as property taxes of $1,296, $1,318, and $1,199 during the year ended December 31, 2023, 2022, and 2021. In addition, the number of senior living operations leased to and operated by Pennant was 29 during the year ended December 31, 2023 and decreased from 32 to 29 during the year ended December 31, 2022. (2) Other third-party includes rental revenue associated with the Company's subleases to third parties of $3,897 for the year ended December 31, 2023. There was no sublease rental revenue for the years ended December 31, 2022 and 2021. Future annual rental income for all third-party leases as of December 31, 2023 were as follows:
Year |  | Amount(1)
2024 |  | $ | 22,191 |
2025 |  | 21,565 |
2026 |  | 21,269 |
2027 |  | 21,176 |
2028 |  | 21,151 |
Thereafter |  | 129,586 |
TOTAL |  | $ | 236,938 |
(1) Annual rental income includes base rents and variable rental income pursuant to existing leases as of December 31, 2023.
LEASES | LEASES The Company leases from CareTrust REIT, Inc. (CareTrust) real property associated with 97 independent skilled nursing and senior living facilities used in the Company’s operations, 96 of which are under nine “triple-net” master lease agreements (collectively, the Master Leases), which range in terms from 13 to 20 years. At the Company’s option, the Master Leases may be extended for two or three five-year renewal terms beyond the initial term, on the same terms and conditions. The extension of the term of any of the Master Leases is subject to the following conditions: (1) no event of default under any of the Master Leases having occurred and been continuing; and (2) the tenants providing timely notice of their intent to renew. The term of the Master Leases is subject to termination prior to the expiration of the current term upon default by the tenants in their obligations, if not cured within any applicable cure periods set forth in the Master Leases. If the Company elects to renew the term of a Master Lease, the renewal will be effective to all, but not less than all, of the leased property then subject to the Master Lease. Additionally, four of the 97 facilities leased from CareTrust include an option to purchase that the Company can exercise starting on December 1, 2024. The Company does not have the ability to terminate the obligations under a Master Lease prior to its expiration without CareTrust’s consent. If a Master Lease is terminated prior to its expiration other than with CareTrust’s consent, the Company may be liable for damages and incur charges such as continued payment of rent through the end of the lease term as well as maintenance and repair costs for the leased property. The rent structure under the Master Leases includes a fixed component, subject to annual escalation equal to the lesser of (1) the percentage change in the Consumer Price Index (but not less than zero) or (2) 2.5%. In addition to rent, the Company is required to pay the following: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The terms and conditions of the one stand-alone lease are substantially the same as those for the master leases described above. Total rent expense for continuing operations under the Master Leases was approximately $66,439, $64,178 and $59,571 for the years ended December 31, 2023, 2022 and 2021, respectively. Among other things, under the Master Leases, the Company must maintain compliance with specified financial covenants measured on a quarterly basis, including a portfolio coverage ratio and a minimum rent coverage ratio. The Master Leases also include certain reporting, legal and authorization requirements. The Company is in compliance with requirements of the Master Leases as of December 31, 2023. In connection with the spin-off that occurred in 2019, the Company guaranteed certain leases of Pennant based on the underlying terms of the leases. The Company does not consider these guarantees to be probable and the likelihood of Pennant defaulting is remote, and therefore no liabilities have been accrued. The Company leases facilities where its independent subsidiaries operate and certain administrative offices under non-cancelable operating leases, most of which have initial lease terms ranging from five to 20 years. In addition, the Company leases certain of its equipment under non-cancelable operating leases with initial terms ranging from three to five years. Most of these leases contain renewal options, certain of which involve rent increases. Total rent expense for continuing operations inclusive of straight-line rent adjustments and rent associated with the Master Leases noted above, was $197,856, $153,174 and $139,458 for the years ended December 31, 2023, 2022 and 2021, respectively. Eighty of the Company’s independent subsidiaries, excluding the subsidiaries that are operated under the Master Leases with CareTrust, are operated under 13 separate master lease arrangements. During 2023, the Company expanded its operations through three separate master lease arrangements for 22 stand-alone skilled nursing operations, of which 19 are operated by the Company's independent subsidiaries and the remaining three are subleased to a third-party operator. These three master leases increased the lease liabilities and right-of-use assets by $346,789 to reflect the new lease obligations and have initial lease terms of 18, 20 and 20 years, respectively. Under these master leases, a default at a single facility could subject one or more of the other facilities covered by the same master lease to the same default risk. Failure to comply with Medicare and Medicaid provider requirements is a default under several of the Company’s leases, master lease agreements and debt financing instruments. In addition, other potential defaults related to an individual facility may cause a default of an entire master lease portfolio and could trigger cross-default provisions in the Company’s outstanding debt arrangements and other leases. With an indivisible lease, it is difficult to restructure the composition of the portfolio or economic terms of the lease without the consent of the landlord. The components of operating lease expense are as follows:
|  |  | Year Ended December 31,
|  |  |  |  | 2023 |  | 2022 |  | 2021
Rent - cost of services(1) |  |  |  |  | $ | 197,358 |  |  | $ | 153,049 |  |  | $ | 139,371 |
General and administrative expense |  |  |  |  | 498 |  |  | 125 |  |  | 87 |
Depreciation and amortization(2) |  |  |  |  | 1,202 |  |  | 1,160 |  |  | 1,158 |
Variable lease costs(3) |  |  |  |  | 20,454 |  |  | 16,938 |  |  | 14,077 |
|  |  |  |  | $ | 219,512 |  |  | $ | 171,272 |  |  | $ | 154,693 |
(1)Rent- cost of services includes deferred rent expense adju stments of $870, $493 and $485 for the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, rent- cost of services includes other variable lease costs such as consumer price index increases and short-term leases of $10,259, $5,878, $3,702 for the years ended December 31, 2023, 2022, and 2021 respectively. (2) Depreciation and amortization is related to the amortization of favorable and direct lease costs. (3) Variable lease costs, including property taxes and insurance, are classified in cost of services in the Company's consolidated statements of income. Future minimum lease payments for all third-party leases as of December 31, 2023 are as follows:
Year |  | Amount
2024 |  | $ | 191,352 |
2025 |  | 191,269 |
2026 |  | 191,058 |
2027 |  | 190,481 |
2028 |  | 189,224 |
Thereafter |  | 1,722,259 |
TOTAL LEASE PAYMENTS |  | 2,675,643 |
Less: present value adjustment |  | (953,791) |
PRESENT VALUE OF TOTAL LEASE LIABILITIES |  | 1,721,852 |
Less: current lease liabilities |  | (82,526) |
LONG-TERM OPERATING LEASE LIABILITIES |  | $ | 1,639,326 |
Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the lease commencement date. As of December 31, 2023 and 2022, the weighted average remaining lease term is 14.9 years and 15.0 years and the weighted average discount rate used to determine the operating lease liabilities is 6.5% and 6.7%. Subsequent to December 31, 2023, the Company amended an existing separate master lease arrangement to add two stand-alone skilled nursing facilities and extend the initial term to 20 years. This added a total of 241 operational skilled nursing beds operated by the Company's independent subsidiaries and the aggregate impact to the carrying value of lease liabilities and right-of-use assets related to the separate master lease agreement is estimated to be approximately $30,980. Lessor Activities The Company leases its owned real estate properties to third-party operators, of which 29 senior living operations are operated by Pennant. All of these properties are triple-net leases, whereby the respective tenants are responsible for all costs at the properties including: (1) all impositions and taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (2) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties; (3) all insurance required in connection with the leased properties and the business conducted on the leased properties; (4) all facility maintenance and repair costs; and (5) all fees in connection with any licenses or authorizations necessary or appropriate for the leased properties and the business conducted on the leased properties. The initial terms range from 14 to 16 years. During 2023, the Company entered into a sublease agreement for three stand-alone skilled nursing operations with a third-party operator with an initial lease term of 18 years. Additionally, during the year, the Company entered into a lease agreement with a third-party operator for one campus operation with an initial lease term of 15 years. Total rental income from all third-party sources for the years ended December 31, 2023, 2022 and 2021 is as follows:
|  |  | Year Ended December 31,
|  |  |  |  | 2023 |  | 2022 |  | 2021
Pennant(1) |  |  |  |  | $ | 15,048 |  |  | $ | 14,915 |  |  | $ | 14,073 |
Other third-party(2) |  |  |  |  | 6,236 |  |  | 1,842 |  |  | 1,912 |
TOTAL |  |  |  |  | $ | 21,284 |  |  | $ | 16,757 |  |  | $ | 15,985 |
(1) Pennant rental income includes variable rent such as property taxes of $1,296, $1,318, and $1,199 during the year ended December 31, 2023, 2022, and 2021. In addition, the number of senior living operations leased to and operated by Pennant was 29 during the year ended December 31, 2023 and decreased from 32 to 29 during the year ended December 31, 2022. (2) Other third-party includes rental revenue associated with the Company's subleases to third parties of $3,897 for the year ended December 31, 2023. There was no sublease rental revenue for the years ended December 31, 2022 and 2021. Future annual rental income for all third-party leases as of December 31, 2023 were as follows:
Year |  | Amount(1)
2024 |  | $ | 22,191 |
2025 |  | 21,565 |
2026 |  | 21,269 |
2027 |  | 21,176 |
2028 |  | 21,151 |
Thereafter |  | 129,586 |
TOTAL |  | $ | 236,938 |
(1) Annual rental income includes base rents and variable rental income pursuant to existing leases as of December 31, 2023.

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- Definition The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//842-20/tableOfContent + Details
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