In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million (see Note 6) and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures. The commitment to finance additional debt for capital expenditures was subsequently reduced to $56 million in June 2021, $47 million in February 2022, and $40 million in July 2022 (see Note 6). As of June 30, 2022, $0.4 million of the additional financing has been funded. Upon completion of the license transfer process in June 2021, the Company sold the two remaining Sunrise senior housing triple-net assets for $80 million, resulting in a gain on sale of $22 million, which is recognized in income (loss) from discontinued operations.

In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale Senior Living Inc. for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations.

In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $150 million (see Note 6).

In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations.

In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. In conjunction with the sale, mortgage debt held on two properties with a carrying value of $64 million was repaid and the remaining mortgage debt held on four properties with a carrying value of $107 million was assumed by the buyer. The transaction resulted in total gain on sale of $80 million, which is recognized in income (loss) from discontinued operations.

In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million, resulting in total gain on sale of $9 million, which is recognized in income (loss) from discontinued operations. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million, resulting in no gain or loss on sale of the investments (collectively, the “Discovery SHOP Portfolio”).

In May 2021, the Company sold seven SHOP assets for $113 million and repaid $70 million of mortgage debt that was held on six of the assets, resulting in total gain on sale of $1 million, which is recognized in income (loss) from discontinued operations.

In addition to the portfolio and individual sales discussed above, the Company sold the following during the three months ended June 30, 2021: (i) six SHOP assets for $44 million, (ii) three senior housing triple-net assets for $12 million, and (iii) four MOBs for $21 million, resulting in total gain on sales of $10 million ($7 million of which is recognized in income (loss) from discontinued operations). Additionally, during the three months ended March 31, 2021, the Company sold one SHOP asset for $5 million resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations.

During the second half of 2021, the Company sold the following: (i) eight SHOP assets for $120 million, (ii) four senior housing triple-net assets for $12 million, and (iii) six MOBs and a portion of one MOB land parcel for $47 million, resulting in total gain on sales of $48 million ($32 million of which is recognized in income (loss) from discontinued operations). In conjunction with one of the SHOP asset sales, mortgage debt held on the property with a carrying value of $36 million was assumed by the buyer.

During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties.

The following summarizes the assets and liabilities classified as held for sale or as discontinued operations at June 30, 2022 and December 31, 2021, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the Consolidated Balance Sheets (in thousands):


	June 30, 2022		December 31, 2021
ASSETS







Accounts receivable, net of allowance of $990 and $4,138	$	761	$	2,446
Cash and cash equivalents	8,070		7,707


Right-of-use asset, net	19		26
Other assets, net	1,400		3,237
Total assets of discontinued operations, net	10,250		13,416
Assets held for sale, net(1)	56,397		23,774
Assets held for sale and discontinued operations, net	$	66,647	$	37,190
LIABILITIES

Lease liability	$	19	$	26
Accounts payable, accrued liabilities, and other liabilities	11,479		14,843
Deferred revenue	102		92
Total liabilities of discontinued operations, net	11,600		14,961
Liabilities related to assets held for sale, net(1)	4,269		95
Liabilities related to assets held for sale and discontinued operations, net	$	15,869	$	15,056

(1)As of June 30, 2022, includes two life science assets and two MOBs primarily comprised of net real estate assets of $51 million. As of December 31, 2021, includes four MOBs and one life science facility primarily comprised of net real estate assets of $23 million.

The results of discontinued operations during the three and six months ended June 30, 2022 and 2021, or through the disposal date of each asset or portfolio of assets held within discontinued operations if sold during such periods, as applicable, are included in the consolidated results of operations for the three and six months ended June 30, 2022 and 2021. Summarized financial information for discontinued operations for the three and six months ended June 30, 2022 and 2021 are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Rental and related revenues	$	—	$	1,613	$	—	$	6,841
Resident fees and services	2,825		30,273		5,480		103,270

Total revenues	2,825		31,886		5,480		110,111
Costs and expenses:
Interest expense	—		1,177		—		3,853

Operating	2,442		33,647		5,116		105,165
Transaction costs	—		—		—		76
Impairments and loan loss reserves (recoveries), net	—		10,995		—		10,995
Total costs and expenses	2,442		45,819		5,116		120,089
Other income (expense):
Gain (loss) on sales of real estate, net	2,563		122,238		2,492		381,900
Other income (expense), net	16		128		19		6,012
Total other income (expense), net	2,579		122,366		2,511		387,912
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	2,962		108,433		2,875		377,934
Income tax benefit (expense)	30		302		370		1,124
Equity income (loss) from unconsolidated joint ventures	—		5,225		64		4,910

Income (loss) from discontinued operations	$	2,992	$	113,960	$	3,309	$	383,968

During the three and six months ended June 30, 2021, the Company recognized an impairment charge of $4 million related to one SHOP asset classified as held for sale, which is reported in income (loss) from discontinued operations. Following a reduction in the expected sales price of the asset occurring in the second quarter of 2021, the Company wrote down its carrying value of $20 million to its fair value, less estimated costs to sell, of $16 million.

The fair value of the impaired asset was based on a forecasted sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. The Company’s forecasted sales prices are typically determined using an income approach and/or a market approach (comparable sales model), which rely on certain assumptions by management, including: (i) market capitalization rates, (ii) comparable market transactions, (iii) estimated prices per unit, (iv) negotiations with prospective buyers, and (v) forecasted cash flow streams (lease revenue rates, expense rates, growth rates, etc.). There are inherent uncertainties in making these assumptions. For the Company’s impairment calculation as of June 30, 2021, the Company’s fair value estimate primarily relied on a market approach and utilized comparable market transactions and negotiations with prospective buyers.

When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment charge for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value. Following the senior housing triple-net and SHOP dispositions, the Company performed an impairment assessment to evaluate the fair value of its reporting units as of June 30, 2021. These fair value estimates primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties.

As a result of this assessment, during the three and six months ended June 30, 2021, the Company recognized a $7 million goodwill impairment charge reported in income (loss) from discontinued operations as the fair value of the remaining assets based on forecasted sales prices was less than the carrying value of the assets, including the related goodwill. The fair value was greater than the carrying value of the assets and related goodwill of all other reporting units, and as a result, no impairment charge was recognized.

During the first quarter of 2022, the Company recognized $14 million of expenses for tenant relocation and other costs associated with a planned MOB demolition. These expenses are included in other income (expense), net on the Consolidated Statements of Operations for the six months ended June 30, 2022.