Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 08, 2014 | Jun. 28, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'FIVE STAR QUALITY CARE INC | ' | ' |
Entity Central Index Key | '0001159281 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $240.40 |
Entity Common Stock, Shares Outstanding | ' | 48,613,442 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $23,628 | $24,638 |
Accounts receivable, net of allowance of $4,281 and $2,792 at December 31, 2013 and 2012, respectively | 36,940 | 39,205 |
Due from related persons | 11,659 | 7,957 |
Prepaid expenses | 13,838 | 18,631 |
Investments in available for sale securities, of which $4,690 and $3,684 are restricted as of December 31, 2013 and 2012, respectively. | 19,150 | 12,920 |
Restricted cash | 9,003 | 6,548 |
Current net deferred tax assets | 13,289 | 14,907 |
Other current assets | 6,672 | 4,780 |
Assets of discontinued operations | 16,705 | 30,100 |
Total current assets | 150,884 | 159,686 |
Property and equipment, net | 340,276 | 337,494 |
Equity investment of an investee | 5,913 | 5,629 |
Restricted cash | 9,795 | 12,166 |
Restricted investments in available for sale securities | 11,905 | 10,580 |
Goodwill and other intangible assets | 26,407 | 27,708 |
Long term net deferred tax assets | 41,830 | 37,560 |
Other long term assets | 3,173 | 4,168 |
TOTAL ASSETS | 590,183 | 594,991 |
Current liabilities: | ' | ' |
Revolving credit facility, secured, principally by real estate | 35,000 | ' |
Current portion of convertible senior notes | ' | 24,872 |
Accounts payable and accrued expenses | 69,343 | 69,648 |
Accrued compensation and benefits | 31,888 | 35,302 |
Due to related persons | 20,587 | 20,504 |
Mortgage notes payable | 1,159 | 1,092 |
Accrued real estate taxes | 9,934 | 10,723 |
Security deposits and current portion of continuing care contracts | 8,025 | 9,057 |
Other current liabilities | 18,607 | 14,775 |
Liabilities of discontinued operations, of which $0 and $7,547 relate to mortgage notes payable at December 31, 2013 and 2012, respectively. | 3,985 | 16,977 |
Total current liabilities | 198,528 | 202,950 |
Long term liabilities: | ' | ' |
Mortgage notes payable | 36,461 | 37,621 |
Continuing care contracts | 1,531 | 1,708 |
Accrued self-insurance obligations | 38,002 | 34,647 |
Other long term liabilities | 5,283 | 6,712 |
Total long term liabilities | 81,277 | 80,688 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, par value $.01: 48,613,442 and 48,234,022 shares issued and outstanding at December 31, 2013 and 2012, respectively | 486 | 482 |
Additional paid in capital | 355,570 | 354,164 |
Accumulated deficit | -48,996 | -46,656 |
Accumulated other comprehensive income | 3,318 | 3,363 |
Total shareholders' equity | 310,378 | 311,353 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $590,183 | $594,991 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance (in dollars) | $4,281 | $2,792 |
Investments in available for sale securities, restricted (in dollars) | 4,690 | 3,684 |
Liabilities of discontinued operations, related to mortgage notes payable (in dollars) | $0 | $7,547 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares issued | 48,613,442 | 48,234,022 |
Common stock, shares outstanding | 48,613,442 | 48,234,022 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues: | ' | ' | ' |
Senior living revenue | $1,077,062 | $1,074,333 | $1,038,737 |
Management fee revenue | 9,234 | 5,817 | 898 |
Reimbursed costs incurred on behalf of managed communities | 210,491 | 127,656 | 20,967 |
Total revenues | 1,296,787 | 1,207,806 | 1,060,602 |
Operating expenses: | ' | ' | ' |
Senior living wages and benefits | 525,733 | 522,444 | 510,012 |
Other senior living operating expenses | 265,764 | 261,749 | 248,547 |
Costs incurred on behalf of managed communities | 210,491 | 127,656 | 20,967 |
Rent expense | 193,820 | 190,184 | 183,950 |
General and administrative | 63,509 | 61,817 | 57,540 |
Depreciation and amortization | 27,022 | 24,480 | 19,160 |
Impairment of long-lived assets | 186 | ' | 3,080 |
Gain on settlement | ' | -3,365 | ' |
Total operating expenses | 1,286,525 | 1,184,965 | 1,043,256 |
Operating income | 10,262 | 22,841 | 17,346 |
Interest, dividend and other income | 781 | 881 | 1,240 |
Interest and other expense | -5,227 | -6,268 | -3,917 |
Acquisition related costs | -181 | -108 | -1,759 |
(Loss) gain on early extinguishment of debt | -599 | 45 | 1 |
(Loss) gain on sale of available for sale securities reclassified from other comprehensive income | -5 | -19 | 4,116 |
Income from continuing operations before income taxes and equity in earnings of an investee | 5,031 | 17,372 | 17,027 |
Benefit (provision) for income taxes | -1,916 | -7,098 | 58,389 |
Equity in earnings of an investee | 334 | 316 | 139 |
Income from continuing operations | 3,449 | 10,590 | 75,555 |
(Loss) income from discontinued operations | -5,789 | 11,717 | -3,381 |
Net (loss) income | ($2,340) | $22,307 | $72,174 |
Weighted average shares outstanding - basic (in shares) | 48,277 | 47,952 | 42,161 |
Weighted average shares outstanding - diluted (in shares) | 49,263 | 50,134 | 45,034 |
Basic (loss) income per share from: | ' | ' | ' |
Continuing operations (in dollars per share) | $0.07 | $0.23 | $1.79 |
Discontinued operations (in dollars per share) | ($0.12) | $0.24 | ($0.08) |
Net (loss) income per share - basic (in dollars per share) | ($0.05) | $0.47 | $1.71 |
Diluted (loss) income per share from: | ' | ' | ' |
Continuing operations (in dollars per share) | $0.07 | $0.23 | $1.70 |
Discontinued operations (in dollars per share) | ($0.12) | $0.23 | ($0.08) |
Net (loss) income per share - diluted (in dollars per share) | ($0.05) | $0.46 | $1.62 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' |
Net (loss) income | ($2,340) | $22,307 | $72,174 |
Other comprehensive income (loss): | ' | ' | ' |
Unrealized gain on investments in available for sale securities, net of tax of $138, $144 and $19, respectively | 4 | 214 | 24 |
Realized loss (gain) on investments in available for sale securities reclassified and included in net income, net of tax | 2 | 11 | -2,460 |
Equity in unrealized (loss) gain of an investee, net of tax | -51 | 22 | 76 |
Other comprehensive income (loss) | -45 | 247 | -2,360 |
Comprehensive (loss) income | ($2,385) | $22,554 | $69,814 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' |
Unrealized gain on investments in available for sale securities tax | $138 | $144 | $19 |
Realized loss (gain) on investments in available for sale securities reclassified and included in net income, tax provision (benefit) | $3 | $8 | ($1,656) |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2010 | $162,413 | $360 | $297,714 | ($141,137) | $5,476 |
Balance (in shares) at Dec. 31, 2010 | ' | 36,019,864 | ' | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' |
Net income (loss) | 72,174 | ' | ' | 72,174 | ' |
Unrealized gain on investments in available for sale securities, net of tax | 24 | ' | ' | ' | 24 |
Realized gain (loss) on investments in available for sale securities reclassified and included in net income, net of tax | -2,460 | ' | ' | ' | -2,460 |
Equity in unrealized gain (loss) of an investee, net of tax | 76 | ' | ' | ' | 76 |
Comprehensive (loss) income | 69,814 | ' | ' | 72,174 | -2,360 |
Grants under share award plan and share based compensation | 1,174 | 4 | 1,170 | ' | ' |
Grants under share award plan and share based compensation (in shares) | ' | 379,448 | ' | ' | ' |
Issuance of stock, pursuant to equity offering | 53,953 | 115 | 53,838 | ' | ' |
Issuance of stock, pursuant to equity offering (in shares) | ' | 11,500,000 | ' | ' | ' |
Balance at Dec. 31, 2011 | 287,354 | 479 | 352,722 | -68,963 | 3,116 |
Balance (in shares) at Dec. 31, 2011 | ' | 47,899,312 | ' | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' |
Net income (loss) | 22,307 | ' | ' | 22,307 | ' |
Unrealized gain on investments in available for sale securities, net of tax | 214 | ' | ' | ' | 214 |
Realized gain (loss) on investments in available for sale securities reclassified and included in net income, net of tax | 11 | ' | ' | ' | 11 |
Equity in unrealized gain (loss) of an investee, net of tax | 22 | ' | ' | ' | 22 |
Comprehensive (loss) income | 22,554 | ' | ' | 22,307 | 247 |
Grants under share award plan and share based compensation | 1,445 | 3 | 1,442 | ' | ' |
Grants under share award plan and share based compensation (in shares) | ' | 347,050 | ' | ' | ' |
Repurchases under share award plan (in shares) | ' | -12,340 | ' | ' | ' |
Balance at Dec. 31, 2012 | 311,353 | 482 | 354,164 | -46,656 | 3,363 |
Balance (in shares) at Dec. 31, 2012 | 48,234,022 | 48,234,022 | ' | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' |
Net income (loss) | -2,340 | ' | ' | -2,340 | ' |
Unrealized gain on investments in available for sale securities, net of tax | 4 | ' | ' | ' | 4 |
Realized gain (loss) on investments in available for sale securities reclassified and included in net income, net of tax | 2 | ' | ' | ' | 2 |
Equity in unrealized gain (loss) of an investee, net of tax | -51 | ' | ' | ' | -51 |
Comprehensive (loss) income | -2,385 | ' | ' | -2,340 | -45 |
Grants under share award plan and share based compensation | 1,410 | 4 | 1,406 | ' | ' |
Grants under share award plan and share based compensation (in shares) | ' | 385,400 | ' | ' | ' |
Repurchases under share award plan (in shares) | ' | -5,980 | ' | ' | ' |
Balance at Dec. 31, 2013 | $310,378 | $486 | $355,570 | ($48,996) | $3,318 |
Balance (in shares) at Dec. 31, 2013 | 48,613,442 | 48,613,442 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net (loss) income | ($2,340) | $22,307 | $72,174 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 28,109 | 24,480 | 19,160 |
Loss (gain) on early extinguishment of debt | 599 | -45 | -1 |
Loss (income) from discontinued operations | 9,327 | -17,158 | 6,184 |
Loss (gain) on sale of available for sale securities | 5 | 19 | -4,116 |
Impairment of long-lived assets | 186 | ' | 3,080 |
Equity in earnings of an investee | -334 | -316 | -139 |
Stock-based compensation | 1,410 | 1,445 | 1,173 |
Deferred income taxes | -2,793 | 10,560 | -62,031 |
Provision for losses on receivables | 6,412 | 4,446 | 4,197 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | -4,147 | -2,431 | -8,344 |
Prepaid expenses and other assets | 2,334 | -11,357 | -1,109 |
Accounts payable and accrued expenses | -2,565 | 18,623 | 5,283 |
Accrued compensation and benefits | -3,414 | 1,403 | 2,770 |
Due (from) to related persons | -1,074 | -6,773 | 1,371 |
Other current and long term liabilities | 4,062 | 2,305 | 2,384 |
Cash provided by operating activities | 35,777 | 47,508 | 42,036 |
Cash flows from investing activities: | ' | ' | ' |
Payments from restricted cash and investment accounts, net | -84 | -9,784 | -2,570 |
Acquisition of property and equipment | -53,766 | -51,805 | -57,451 |
Acquisition of senior living communities, net of working capital liabilities assumed | ' | ' | -107,765 |
Purchase of available for sale securities | -13,974 | -5,076 | -206 |
Proceeds from disposition of property and equipment | 24,641 | 24,818 | 31,317 |
Proceeds from sale of available for sale securities | 6,285 | 4,163 | 10,896 |
Cash used in investing activities | -36,898 | -37,684 | -125,779 |
Cash flows from financing activities: | ' | ' | ' |
Net proceeds from the issuance of common stock | ' | ' | 53,953 |
Proceeds from borrowings on credit facilities | 85,000 | 62,500 | 12,000 |
Repayments of borrowings on credit facilities | -50,000 | -62,500 | -12,000 |
Proceeds from borrowings on a bridge loan from SNH | ' | ' | 80,000 |
Repayments of borrowings on a bridge loan from SNH | ' | -38,000 | -42,000 |
Purchase and retirement of convertible senior notes | -24,872 | -12,038 | -622 |
Repayments of mortgage notes payable | -1,093 | -1,028 | -548 |
Cash provided by (used in) financing activities | 9,035 | -51,066 | 90,783 |
Cash flows from discontinued operations: | ' | ' | ' |
Net cash (used in) provided by discontinued operations | -7,000 | 1,763 | 2,405 |
Net cash provided by (used in) investing activities | 5,610 | 35,885 | -1,706 |
Net cash used in financing activities | -7,534 | -142 | -135 |
Net cash flows (used in) provided by discontinued operations | -8,924 | 37,506 | 564 |
Change in cash and cash equivalents | -1,010 | -3,736 | 7,604 |
Cash and cash equivalents at beginning of period | 24,638 | 28,374 | 20,770 |
Cash and cash equivalents at end of period | 23,628 | 24,638 | 28,374 |
Supplemental cash flow information: | ' | ' | ' |
Cash paid for interest | 3,361 | 4,921 | 3,540 |
Cash paid for income taxes | 1,884 | 2,132 | 1,336 |
Non-cash activities: | ' | ' | ' |
Real estate acquisition | ' | ' | -40,289 |
Assumption of mortgage note payable | ' | ' | $40,289 |
Organization_and_Business
Organization and Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Business | ' |
Organization and Business | ' |
1. Organization and Business | |
We were organized in 2000 as a wholly owned subsidiary of Senior Housing Properties Trust, or SNH. On December 31, 2001, SNH distributed substantially all of our shares of common stock, $.01 par value, or our common shares, to its shareholders. Concurrent with our spin off, we entered into agreements with SNH and others to establish our initial capitalization and other matters. | |
We operate senior living communities, including independent living communities, assisted living communities and skilled nursing facilities, or SNFs. As of December 31, 2013, we operated 255 senior living communities located in 31 states containing 30,023 living units, including 224 primarily independent and assisted living communities with 27,201 living units and 31 SNFs with 2,822 living units. As of December 31, 2013, we own and operate 30 communities (2,946 living units), we lease and operate 181 communities (20,026 living units) and we manage 44 communities (7,051 living units). Our 255 senior living communities, as of December 31, 2013, included 10,368 independent living apartments, 14,399 assisted living suites and 5,256 skilled nursing units. The foregoing numbers exclude: (i) 48 living units of an assisted living community that has been temporarily closed for a major renovation; (ii) one assisted living community with 32 living units that we own which is being offered for sale and is classified as a discontinued operation; and (iii) six SNFs and four assisted living communities with a total of 712 living units that are leased by us from SNH that are being offered for sale and are classified as discontinued operations. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||||||||
Revisions to Prior Period Financial Statements. As discussed further in Note 17, we identified errors related to our accounts payable and certain other errors for the years ended December 31, 2012 and 2011 and prior periods. The accounts payable errors related to certain obligations that we had incurred but not identified in a timely manner. A portion of the obligations not identified timely related to managed communities and, therefore, the errors also affected, in equal amounts, our due from related persons asset balance, revenue from reimbursed costs incurred on behalf of managed communities and expense from reimbursed costs incurred on behalf of managed communities for the applicable periods. | ||||||||||||||||||||
Basis of Presentation. The accompanying consolidated financial statements include our accounts and those of all of our consolidated subsidiaries. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. | ||||||||||||||||||||
Use of Estimates. Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that may affect the amounts reported in these financial statements and related notes. Some significant estimates are included in our revenue recognition, self-insurance reserves, the allowance for doubtful accounts, goodwill and long-lived assets and contractual allowances. | ||||||||||||||||||||
We are required to estimate income taxes payable in each of the jurisdictions in which we operate. The process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax purposes. These timing differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We are required to record a valuation allowance to reduce deferred tax assets if we are not able to conclude that it is more likely than not these assets will be realized. | ||||||||||||||||||||
Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. | ||||||||||||||||||||
Earnings Per Share. We calculate basic earnings per common share, or EPS, by dividing net income (and income from continuing operations and income (loss) from discontinued operations) by the weighted average number of common shares outstanding during the year. We calculate diluted EPS using the more dilutive of the two-class method or the treasury stock method. The treasury stock method adjusts the weighted average shares outstanding assuming conversion of all potentially dilutive share securities. Unvested shares issued under our equity compensation plan, or the Share Award Plan, are deemed participating securities because they participate equally in earnings with all of our other common shares. | ||||||||||||||||||||
Cash and Cash Equivalents. Cash and cash equivalents, consisting of money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. | ||||||||||||||||||||
Equity Method Investments. As of December 31, 2013, we and seven other shareholders each owned approximately 12.5% of the outstanding equity of Affiliates Insurance Company, or AIC. Although we owned less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC as all of our Directors are also directors of AIC. Under the equity method, we recorded our percentage share of net earnings from AIC in our consolidated statements of operations. If we determine there is an "other than temporary impairment" in the fair value of this investment, we would record a charge to earnings. In evaluating the fair value of this investment, we have considered, among other things, the assets and liabilities held by AIC, AIC's overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. As of December 31, 2013, we have invested $5,209 in AIC. | ||||||||||||||||||||
On March 25, 2014, as a result of the removal, without cause, of all of the trustees of Equity Commonwealth (formerly known as CommonWealth REIT), or EQC, this shareholder of AIC underwent a change in control, as defined in the shareholders agreement among us, the other shareholders of AIC and AIC. As a result of that change in control and in accordance with the terms of the shareholders agreement, on May 9, 2014, we and those other shareholders purchased pro rata the AIC shares EQC owned. Pursuant to that purchase, we purchased approximately 3 AIC shares from EQC for $825. Following these purchases, we and the other remaining six shareholders each own approximately 14.3% of AIC. We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so. | ||||||||||||||||||||
Investment Securities. Investment securities that are held principally for resale in the near term are classified as "trading" and are carried at fair value with changes in fair value recorded in earnings. We did not hold any trading securities at December 31, 2013 or 2012. | ||||||||||||||||||||
Securities not classified as "trading" are classified as "available for sale" and carried at fair value, with unrealized gains and losses reported as a separate component of shareholders' equity and "other than temporary impairment" losses recorded in our consolidated statements of operations. Realized gains and losses on all available for sale securities are recognized based on specific identification. Our available for sale investments at December 31, 2013 and 2012 consisted primarily of debt securities and equities. Restricted investments are kept as security for obligations arising from our self-insurance programs. At December 31, 2013, these investments had a fair value of $31,055 and an unrealized holding gain of $1,928. At December 31, 2012, these investments had a fair value of $23,500 and an unrealized holding gain of $1,780. | ||||||||||||||||||||
In 2013, 2012 and 2011, our available for sale securities generated interest and dividend income of $693, $799 and $1,122, respectively, which is included in interest, dividend and other income in our consolidated statements of operations. | ||||||||||||||||||||
The following table summarizes the fair value and gross unrealized losses related to our "available for sale" securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the years ending: | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 7,392 | $ | 257 | $ | — | $ | — | $ | 7,392 | $ | 257 | ||||||||
December 31, 2012 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 4,052 | $ | 75 | $ | 3,268 | $ | 195 | $ | 7,320 | $ | 270 | ||||||||
We routinely evaluate our available for sale investments to determine if they have been impaired. If the book or carrying value of an investment is less than its estimated fair value and we expect that situation to continue for a more than temporary period, we will record an "other than temporary impairment" loss in our consolidated statements of operations. We estimate the fair value of our available for sale investments by reviewing each security's current market price, the ratings of the security, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an "other than temporary impairment" if the quoted market price of the security is below the security's cost basis for an extended period. However, this presumption may be overcome if there is persuasive evidence indicating the value decline is temporary in nature, such as when the operating performance of the obligor is strong or if the market price of the security is historically volatile. Additionally, there may be instances in which impairment losses are recognized even if the decline in value does not fall within the criteria described above, such as if we plan to sell the security in the near term and the fair value is below our cost basis. When we believe that a change in fair value of an available for sale security is temporary, we record a corresponding credit or charge to other comprehensive income for any unrealized gains and losses. When we determine that impairment in the fair value of an available for sale security is an "other than temporary impairment", we record a charge to earnings. We did not record such an impairment charge for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||||||
Restricted Cash. Restricted cash as of December 31, 2013 and 2012 includes cash that we deposited as security for obligations arising from our self-insurance programs and other amounts for which we are required to establish escrows, including: real estate taxes and capital expenditures as required by our mortgages, indemnification obligations associated with the sale of our pharmacy business and certain resident security deposits. | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Current | Long term | Current | Long term | |||||||||||||||||
Insurance reserves | $ | 3,859 | $ | 9,795 | $ | 3,053 | $ | 8,768 | ||||||||||||
Real estate taxes and capital expenditures as required by our mortgages | 1,182 | — | 2,761 | — | ||||||||||||||||
Indemnification obligations associated with the sale of our pharmacy business | 3,248 | — | — | 3,398 | ||||||||||||||||
Resident security deposits | 714 | — | 734 | — | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 9,003 | $ | 9,795 | $ | 6,548 | $ | 12,166 | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Accounts Receivable and Allowance for Doubtful Accounts. We record accounts receivable at their estimated net realizable value. Included in accounts receivable as of December 31, 2013 and 2012 are amounts due from the Medicare program of $11,173 and $11,858, respectively, and amounts due from various state Medicaid programs of $10,234 and $11,345, respectively. | ||||||||||||||||||||
We estimate allowances for uncollectible amounts and contractual allowances based upon factors which include, but are not limited to, the age of the receivable and the terms of the agreements, the residents' or third party payers' stated intent to pay, the payers' financial capacity to pay and other factors which may include likelihood and cost of litigation. Accounts receivable allowances are estimates. We periodically review and revise these estimates based on new information and these revisions may be material. Our SNFs record their provision for doubtful accounts as a reduction of revenue and during 2013, 2012 and 2011 recorded a provision for doubtful accounts of $2,005, $1,346 and $1,464, respectively. Allowance for doubtful accounts consists of the following: | ||||||||||||||||||||
Balance January 1, 2011 | $ | 3,241 | ||||||||||||||||||
Provision for doubtful accounts | 4,197 | |||||||||||||||||||
Write-offs | (4,278 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2011 | 3,160 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 4,446 | |||||||||||||||||||
Write-offs | (4,814 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2012 | 2,792 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 6,412 | |||||||||||||||||||
Write-offs | (4,923 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2013 | $ | 4,281 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Deferred Finance Costs. We capitalize issuance costs related to borrowings and amortize the deferred costs over the terms of the respective loans. Our unamortized balance of deferred finance costs was $2,077 and $3,822 at December 31, 2013 and 2012, respectively. Accumulated amortization related to deferred finance costs was $2,263 and $2,824 at December 31, 2013 and 2012, respectively. At December 31, 2013, the weighted average amortization period remaining is approximately 12 years. The amortization expenses to be incurred during the next five years as of December 31, 2013 are $1,352 in 2014, $394 in 2015, and $34 in each of 2016, 2017 and 2018. | ||||||||||||||||||||
Property and Equipment. Property and equipment is stated at cost, less accumulated depreciation. We record depreciation on property and equipment on a straight line basis over estimated useful lives of up to 40 years for buildings, up to 15 years for building improvements and up to seven years for personal property. We regularly evaluate whether events or changes in circumstances have occurred that could indicate impairment in the value of our long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, we determine the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. We determine estimated fair value through an evaluation of recent financial performance, recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. | ||||||||||||||||||||
Goodwill and Other Intangible Assets. Goodwill represents the costs of business acquisitions in excess of the fair value of identifiable net assets acquired. We review goodwill for impairment annually during the fourth quarter, or more frequently, if events or changes in circumstances exist. If our review indicates that the carrying amount of goodwill exceeds its fair value, we reduce the carrying amount of goodwill to fair value. We evaluate goodwill for impairment at the reporting unit level, which we determined to be the operating segments we operate, by comparing the fair value of the reporting unit as determined by its discounted cash flows and market approaches, such as capitalization rates and earnings multiples, with its carrying value. The key assumptions used in the discounted cash flow analysis include future revenue growth, gross margins and our weighted average cost of capital. We select a growth rate based on our view of the growth prospect of each of our reporting units. If the carrying value of the reporting unit exceeds its fair value, we compare the implied fair value of the reporting unit's goodwill with its carrying amount to measure the amount of the potential impairment loss. | ||||||||||||||||||||
At acquisition, we estimate and record the fair value of purchased intangible assets primarily using discounted cash flow analysis of anticipated cash flows reflecting incremental revenues and/or cost savings resulting from the acquired intangible asset, reflecting market participant assumptions. Amortization of intangible assets with finite lives is recognized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. | ||||||||||||||||||||
Other intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the carrying value of the asset held for use exceeds the sum of the undiscounted expected future cash flows, the carrying value of the asset is generally written down to fair value. | ||||||||||||||||||||
Legal Proceedings and Claims. We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings arising in the ordinary course of our business, some of which may involve material amounts. Also, the defense and resolution of these claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with ASC Topic 450, Contingencies, or ASC 450. Under ASC 450, loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. Occasionally, a minimum or best estimate amount may be increased or decreased when events result in a changed expectation. | ||||||||||||||||||||
In August 2014, in connection with an ongoing and routine compliance audit of medical records, we became aware of potential inadequate medical record documentation and certain other issues at one of our SNFs. We have commenced a review of these concerns that is ongoing. We have determined that a loss in connection with this matter is reasonably possible, but cannot be reasonably estimated at this time; accordingly, we have not recorded any loss for this matter at this time. | ||||||||||||||||||||
Self-Insurance. We self-insure up to certain limits for workers' compensation, professional liability claims, automobile claims and property losses. Claims in excess of these limits are insured up to contractual limits, over which we are self-insured. We fully self-insure all health related claims for our covered employees. Determining reserves for the casualty, liability, workers' compensation and healthcare losses and costs that we have incurred as of the end of a reporting period involves significant judgments based upon our experience and our expectations of future events, including projected settlements for pending claims, known incidents that we expect may result in claims, estimates of incurred but not yet reported claims, expected changes in premiums for insurance provided by insurers whose policies provide for retroactive adjustments, estimated litigation costs and other factors. Since these reserves are based on estimates, the actual expenses we incur may differ from the amount reserved. We regularly adjust these estimates to reflect changes in the foregoing factors, our actual claims experience, recommendations from our professional consultants, changes in market conditions and other factors; it is possible that such adjustments may be material. | ||||||||||||||||||||
Continuing Care Contracts. Residents at one of our communities may enter into continuing care contracts with us. We offer two forms of continuing care contracts to new residents at this community. One form of contract provides that 10% of the resident admission fee becomes non-refundable upon occupancy, and the remaining 90% becomes non-refundable at the rate of 1.5% per month of the original amount over the subsequent 60 months. The second form of contract provides that 30% of the resident admission fee is non-refundable upon occupancy and 70% is refundable. Three other forms of continuing care contracts are in effect for existing residents but are not offered to new residents. One historical form of contract provides that the resident admission fee is 10% non-refundable upon occupancy and 90% refundable. A second historical form of contract provides that the resident admission fee is 100% refundable. A third historical form of contract provides that the resident admission fee is 1% refundable and 99% non-refundable upon admission. In each case, we amortize the non-refundable part of these fees into revenue over the actuarially determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay refunds of our admission fees when residents relocate from our communities. We report the refundable amount of these admission fees as current liabilities and the non-refundable amount as deferred revenue, a portion of which is classified as a current liability. The balance of refundable admission fees as of December 31, 2013 and 2012 were $3,863 and $4,255, respectively. | ||||||||||||||||||||
Leases. On the inception date of a lease and upon any relevant amendments to such lease, we test the classification of such lease as either a capital lease or an operating lease. None of our leases have met any of the criteria to be classified as a capital lease under the Leases Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification™, or ASC, and, therefore, we have accounted for all of our leases as operating leases. | ||||||||||||||||||||
Taxes. The Income Taxes Topic of the FASB ASC prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. We can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. At December 31, 2013, our tax returns filed for the 2004 through 2013 tax years are subject to examination by taxing authorities. | ||||||||||||||||||||
We pay franchise taxes in certain states in which we have operations. We have included franchise taxes in general and administrative and other senior living operating expenses in our consolidated statements of operations. | ||||||||||||||||||||
Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, available for sale securities, accounts payable, mortgage notes payable and the Convertible Senior Notes due 2026, or the Notes. Except for our mortgage notes payable and the Notes, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2013 and 2012. We estimate the fair values using market quotes when available, discounted cash flow analysis and current prevailing interest rates. | ||||||||||||||||||||
Revenue Recognition. We derive our revenues primarily from services to residents at our senior living communities and we record revenues when services are provided. We receive payment from governments or other third party payers for some of our services. We derived approximately 23%, 24% and 26% of our senior living revenues in 2013, 2012 and 2011, respectively, from payments under Medicare and Medicaid programs. Revenues under some of these programs are subject to audit and retroactive adjustment. | ||||||||||||||||||||
Medicare revenues from continuing operations from our senior living communities totaled $132,751, $134,254 and $149,876 during 2013, 2012 and 2011, respectively. Medicaid revenues from continuing operations from our senior living communities totaled $116,220, $118,505, and $113,822 during 2013, 2012 and 2011, respectively. | ||||||||||||||||||||
Substantially all community fees received are non-refundable and are recorded initially as deferred revenue. The deferred amounts are amortized over the life of the contract. | ||||||||||||||||||||
Reclassifications. We have made reclassifications to the prior years' financial statements and notes to conform to the current year's presentation. These reclassifications had no effect on net income or shareholders' equity. | ||||||||||||||||||||
Recently Issued Accounting Pronouncements. In February 2013, the FASB issued an accounting standards update 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, or ASU 2013-02. ASU 2013-02 sets requirements for presentation of significant items reclassified out of accumulated other comprehensive income, or AOCI, to net income in their entirety during the period and for items not reclassified in their entirety during the period, and requires companies to present information about reclassification out of AOCI in one place. ASU 2013-02 is effective for fiscal periods beginning after December 15, 2012 and the adoption of this update did not cause any material changes to the disclosures in, or presentation of, our condensed consolidated financial statements. | ||||||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. We are required to adopt ASU 2014-08 prospectively for all disposals or components of our business classified as held for sale during fiscal periods beginning after December 15, 2014 and are currently evaluating what impact, if any, its adoption will have to the presentation of our consolidated financial statements. | ||||||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09. ASU 2014-09 aims to clarify the principles for recognizing revenue by, among other things, removing inconsistencies in revenue requirements, improving comparability of revenue recognition practices across entities and industries and providing improved disclosure requirements. We are required to retrospectively adopt ASU 2014-09 for fiscal periods beginning after December 15, 2016 and are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. | ||||||||||||||||||||
Segment Information. We have two operating segments: senior living communities and rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of SNH independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. Our rehabilitation and wellness operating segment does not meet any of the quantitative thresholds of a reportable segment as prescribed under FASB ASC Topic 280. After the reclassification of our rehabilitation hospital business as discontinued operations, our business is comprised of one reportable segment, senior living. All of our operations and assets are located in the United States, except for the operations of our captive insurance company subsidiary, which participates in our workers' compensation, professional liability and automobile insurance programs and which is organized in the Cayman Islands. | ||||||||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
3. Property and Equipment | ||||||||
Property and equipment, at cost, consists of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Land | $ | 22,214 | $ | 21,714 | ||||
Buildings and improvements | 286,467 | 277,330 | ||||||
Furniture, fixtures and equipment | 114,765 | 103,707 | ||||||
| | | | | | | | |
423,446 | 402,751 | |||||||
Accumulated depreciation | (83,170 | ) | (65,257 | ) | ||||
| | | | | | | | |
$ | 340,276 | $ | 337,494 | |||||
| | | | | | | | |
| | | | | | | | |
For the years ended December 31, 2013, 2012 and 2011, we recorded depreciation expense of $25,871, $22,882 and $19,097, respectively, relating to our property and equipment. | ||||||||
As of December 31, 2012, we had assets of $9,625 included in our property and equipment that we subsequently sold during the year ended December 31, 2013 to SNH for increased rent pursuant to the terms of our leases with SNH. As of December 31, 2013, we had $9,342 of assets included in our property and equipment that we currently expect to request that SNH purchase from us for an increase in future rent; however, we are not obligated to make these sales and SNH is not obligated to fund such amounts. | ||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Other Intangible Assets | ' | |||||||
Goodwill and Other Intangible Assets | ' | |||||||
4. Goodwill and Other Intangible Assets | ||||||||
The goodwill and other intangible assets balance relates to management agreements and trademarks we acquired in connection with a lease we entered into with SNH in 2009, goodwill and resident agreements we acquired in connection with our purchase of six senior living communities in 2011 and goodwill we recorded in connection with our other senior living community acquisitions in previous years. The changes in the carrying amount of goodwill and other intangible assets for the years ended December 31, 2013 and 2012 are as follows: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
Goodwill | $ | 25,344 | $ | 25,473 | ||||
Other intangible assets, net of accumulated amortization of $3,001 and $1,829, respectively | 1,063 | 2,235 | ||||||
| | | | | | | | |
$ | 26,407 | $ | 27,708 | |||||
| | | | | | | | |
| | | | | | | | |
Goodwill. We review goodwill for impairment annually during our fourth quarter or more frequently if events or changes in circumstances exist. If our review indicates that the carrying amount of goodwill exceeds its fair value, we reduce the carrying amount to fair value. We evaluate goodwill for impairment at the reporting unit level; our reporting units are equivalent to our operating segments. All of our goodwill is located in our senior living reporting unit. We evaluated goodwill for impairment by comparing the fair value of the senior living reporting unit, as determined by discounted cash flows and market approaches such as capitalization rates and earnings multiples, with its carrying value. The key assumptions used in the discounted cash flow analysis include expected future revenue growth, gross margins and our weighted average cost of capital. The key assumption in the market approach is the selection of guideline companies and the determination of earnings multiples. If the carrying value of the reporting unit exceeds our estimate of its fair value, we compare the implied fair value of the reporting unit's goodwill with its carrying amount to measure the amount of impairment loss. Our estimates of discounted cash flows as reflected in our baseline forecast may differ from actual cash flows due to, among other things, changes in economic conditions that adversely affect occupancy rates, reductions in government or third party reimbursement rates, changes to our business model or changes in operating performance affecting our gross margins. As a result of our annual goodwill impairment review, we believe that our goodwill was not impaired as of December 31, 2013. | ||||||||
As of our evaluation date, the fair value of the senior living reporting unit exceeds its carrying value by approximately 6%. As of December 31, 2013, our carrying amount of goodwill was $25,344. The key variables that affect the cash flows of our senior living reporting unit are estimated revenue growth rates, estimated operating expenses excluding interest and taxes, estimated capital expenditures, growth rate assumptions and the weighted average cost of our capital. We select the revenue growth rate based on our view of the growth prospects of the senior living reporting unit considering expected occupancy rates and private pay and government and third party payment rates. Estimated operating expenses and capital expenditures are based upon our historical and expected future operations. These assumptions are subject to uncertainty, including uncertainties related to our ability to increase the reporting unit's revenue and improve its profitability. For the senior living reporting unit, relatively small declines in the future occupancy, payment rates or expenses and cash flows or small changes in other key assumptions may result in a goodwill impairment charge. Future events that could have a negative effect on the fair value of the senior living reporting unit include, but are not limited to: | ||||||||
• | ||||||||
Decreases in revenues due to decreases in occupancy or our rates, | ||||||||
• | ||||||||
Decreases in revenues and profitability at our senior living communities due to the inability of residents who pay for our services with their private resources to afford our services, | ||||||||
• | ||||||||
Future Medicare and Medicaid rate reductions and other changes from the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, that impact our revenues, | ||||||||
• | ||||||||
Decreases in the reporting unit's gross margins and profitability due to increased labor or other costs, or our inability to successfully stabilize a newly acquired, leased or managed community's operations, | ||||||||
• | ||||||||
Increases in the weighted average cost of our capital including changes in market interest rates, and | ||||||||
• | ||||||||
Changes in the structure of our business as a result of changes in relationships with our related parties. | ||||||||
Changes in one or more of these factors could result in an impairment charge. | ||||||||
Intangible assets. We amortize intangible assets using the straight line method over the useful lives of the assets which have identifiable useful lives commencing on the date of acquisition. Total amortization expense for amortizable intangible assets for the years ended December 31, 2013, 2012 and 2011 was $1,172, $1,626 and $90, respectively. At December 31, 2013, the weighted average amortization period remaining for these intangible assets is approximately two years. Amortization expense is estimated to be approximately $719 in 2014, $91 in 2015, 2016 and 2017, and $71 in 2018. | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ' | |||||||||||||
5. Income Taxes | ||||||||||||||
Significant components of our deferred tax assets and liabilities at December 31, 2013 and 2012, were as follows: | ||||||||||||||
2013 | 2012 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Continuing care contracts | $ | 134 | $ | 607 | ||||||||||
Allowance for doubtful accounts | 2,376 | 1,559 | ||||||||||||
Deferred gains on sale lease back transactions | 1,383 | 1,278 | ||||||||||||
Insurance reserves | 1,188 | 1,015 | ||||||||||||
Tax credits | 352 | 465 | ||||||||||||
Tax loss carry forwards | 6,679 | 9,190 | ||||||||||||
Other | 1,746 | 1,220 | ||||||||||||
| | | | | | | | |||||||
Total current deferred tax assets before valuation allowance | 13,858 | 15,334 | ||||||||||||
Valuation allowance: | (454 | ) | (297 | ) | ||||||||||
| | | | | | | | |||||||
Total current deferred tax assets | 13,404 | 15,037 | ||||||||||||
| | | | | | | | |||||||
Non-current deferred tax assets: | ||||||||||||||
Continuing care contracts | 592 | 228 | ||||||||||||
Deferred gains on sale lease back transactions | 735 | 981 | ||||||||||||
Insurance reserves | 2,880 | 2,919 | ||||||||||||
Tax credits | 14,883 | 11,264 | ||||||||||||
Tax loss carry forwards | 32,139 | 26,592 | ||||||||||||
Impairment of securities | 470 | 501 | ||||||||||||
Depreciable assets | 5,990 | — | ||||||||||||
Other | 1,054 | 1,431 | ||||||||||||
| | | | | | | | |||||||
Total non-current deferred tax assets before valuation allowance | 58,743 | 43,916 | ||||||||||||
Valuation allowance: | (3,149 | ) | (1,891 | ) | ||||||||||
| | | | | | | | |||||||
Total non-current deferred tax assets | 55,594 | 42,025 | ||||||||||||
| | | | | | | | |||||||
Current deferred tax liabilities: | ||||||||||||||
Employee stock grants | (115 | ) | (130 | ) | ||||||||||
Non-current deferred tax liabilities: | ||||||||||||||
Depreciable assets | — | (1,674 | ) | |||||||||||
Lease expense | (11,401 | ) | (696 | ) | ||||||||||
Goodwill | (1,173 | ) | (1,087 | ) | ||||||||||
Identifiable intangibles/other liabilities | (1,190 | ) | (1,008 | ) | ||||||||||
| | | | | | | | |||||||
Total non-current deferred tax liabilities | (13,764 | ) | (4,465 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax asset | $ | 55,119 | $ | 52,467 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The changes in our valuation allowance for deferred tax assets were as follows: | ||||||||||||||
Balance at | Amounts | Amounts | Balance at | |||||||||||
Beginning of | Charged/ | Charged Off, | End of Period | |||||||||||
Period | (Credited) To | Net of Recoveries | ||||||||||||
Expense | ||||||||||||||
Year Ended December 31, 2011 | $ | 59,238 | $ | (55,875 | ) | $ | — | $ | 3,363 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year Ended December 31, 2012 | $ | 3,363 | $ | (1,175 | ) | $ | — | $ | 2,188 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year Ended December 31, 2013 | $ | 2,188 | $ | 1,415 | $ | — | $ | 3,603 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
During the fourth quarter of 2011, as prescribed by FASB ASC Topic 740, Accounting for Income Taxes, we evaluated the realizability of our net deferred tax assets, which include, among other things, our net operating losses and tax credits. We determined that it was more likely than not that we will realize the benefit of our deferred tax assets, and as a result, we recognized in the fourth quarter of 2011, an income tax benefit from continuing operations of $58,389, of which $59,763 was attributable to the partial reduction of our previously deferred income tax valuation allowance. During the third quarter of 2012, we released valuation allowances of $1,156 related to capital losses which were used to offset a capital gain incurred in the sale of our pharmacy business. We maintain a partial valuation allowance against certain deferred tax assets related to impaired investments. When we believe that we will more likely than not realize the benefit of these deferred tax assets, we will record deferred tax assets as an income tax benefit in our consolidated statements of operations, which will affect our results of operations. | ||||||||||||||
As of December 31, 2013, our federal net operating loss carry forward, which begins to expire in 2026 if unused, was approximately $81,583, and our tax credit carry forward, which begins to expire in 2022 if unused, was approximately $15,235. We have an additional $278 of federal net operating losses not reflected in the deferred taxes table above, that are attributable to unvested stock grants which will be recorded as an increase to additional paid in capital once they are realized in accordance with FASB ASC Topic 718. Our net operating loss carry forwards and tax credit carry forwards are subject to audit and adjustments by the Internal Revenue Service. | ||||||||||||||
For the year ended December 31, 2013, we recognized tax expense from continuing operations of $1,916, of which $1,141 represents current state tax expense that is payable without regard to our tax loss carry forwards. The current year tax provision also includes a tax benefit of $1,468 related to the work opportunity tax credit program that expired in 2012 and was retroactively reinstated on January 3, 2013 and extended by the American Taxpayer Relief Act of 2012, which was enacted on January 2, 2013. As prescribed by FASB ASC Topic 740, Accounting for Income Taxes, the effects of tax law changes are recognized in the period in which new legislation is enacted. The total effect of the reinstatement of work opportunity tax credits related to 2012 employee wages was required to be recorded as a component of income tax expense in continuing operations during the first quarter of 2013. We also recognized a tax benefit from discontinued operations of $3,539. | ||||||||||||||
The provision (benefit) for income taxes from continuing operations is as follows: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Current tax provision: | ||||||||||||||
State | $ | 1,141 | $ | 1,183 | $ | 1,047 | ||||||||
| | | | | | | | | | | ||||
Total current tax provision | 1,141 | 1,183 | 1,047 | |||||||||||
Deferred tax (benefit) provision: | ||||||||||||||
Federal | (1,042 | ) | 4,775 | (44,384 | ) | |||||||||
State | 1,817 | 1,140 | (15,052 | ) | ||||||||||
| | | | | | | | | | | ||||
Total deferred tax provision (benefit) | 775 | 5,915 | (59,436 | ) | ||||||||||
| | | | | | | | | | | ||||
Total tax provision (benefit) | $ | 1,916 | $ | 7,098 | $ | (58,389 | ) | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
The principal reasons for the difference between our effective tax (benefit) rate on continuing operations and the U.S. federal statutory income tax rate are as follows: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Taxes at statutory U.S. federal income tax rate | 35.0% | 35.0% | 35.0% | |||||||||||
State and local income taxes, net of federal tax benefit | 35.9% | 8.7% | -12.90% | |||||||||||
Tax credits | -42.10% | -4.20% | -15.70% | |||||||||||
Change in valuation allowance | 2.6% | 0.1% | -348.10% | |||||||||||
Nondeductible meals and entertainment | 1.7% | 0.5% | 0.5% | |||||||||||
Nondeductible penalties | 1.7% | 0.7% | 1.0% | |||||||||||
Dividend received deduction | -1.10% | -0.80% | -0.90% | |||||||||||
Executive compensation | 1.6% | 0.3% | 0.0% | |||||||||||
Stock-based compensation | 0.6% | 0.1% | -1.20% | |||||||||||
Other differences, net | -0.20% | -0.30% | 2.2% | |||||||||||
| | | | | | | | | | | ||||
Effective tax rate | 35.7% | 40.1% | -340.10% | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
We utilize a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken on a tax return. The first step is a determination of whether the tax position should be recognized in the financial statements. The second step determines the measurement of the tax position. A reconciliation of the beginning and ending amount of unrecognized tax benefits is summarized as follows for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Unrecognized tax benefits at January 1 | $ | 1,086 | $ | 893 | $ | — | ||||||||
Additions for tax positions of prior years | — | — | 717 | |||||||||||
Additions for tax positions of current year | 159 | 193 | 176 | |||||||||||
| | | | | | | | | | | ||||
Unrecognized tax benefits at December 31 | $ | 1,245 | $ | 1,086 | $ | 893 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
As of December 31, 2013, the total amount of unrecognized tax benefits totaled $1,245, none of which if recognized would decrease our effective tax rate in a future period. It is not expected that a significant amount of unrecognized tax benefits would be recognized in the next 12 months. | ||||||||||||||
We recognize interest and penalties related to uncertain tax positions in income tax expense and such amounts were not material for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||||||||||||||
6. Earnings Per Share | |||||||||||||||||||||||||||||
We computed basic EPS for the years ended December 31, 2013, 2012 and 2011 using the weighted average number of shares outstanding during the periods. Diluted EPS reflects the more dilutive earnings per common share amount calculated using the two-class method or the treasury stock method. The treasury stock method reflects dilutive potential common shares related to the Notes that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income applicable to common shareholders that would result from their assumed issuance. The effect of the Notes for the year ended December 31, 2013 was not included in the calculation of diluted EPS because to do so would have been antidilutive. The weighted average shares outstanding used to calculate basic and diluted EPS includes 611, 547 and 582 unvested common shares as of December 31, 2013, 2012 and 2011, respectively, issued to our officers and others under the Share Award Plan. Unvested shares issued under the Share Award Plan are deemed participating securities because they participate equally in earnings with all of our other common shares. | |||||||||||||||||||||||||||||
The following table provides a reconciliation of income from continuing operations and income (loss) from discontinued operations and the number of common shares used in the computations of diluted EPS: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||
Income | Shares | Per | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||||||
(loss) | Share | (loss) | Share | (loss) | Share | ||||||||||||||||||||||||
Income from continuing operations | $ | 3,449 | 48,277 | $ | 0.07 | $ | 10,590 | 47,952 | $ | 0.23 | $ | 75,555 | 42,161 | $ | 1.79 | ||||||||||||||
Effect of the Notes | 344 | 986 | 677 | 2,182 | 962 | 2,873 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income from continuing operations | $ | 3,449 | 48,277 | $ | 0.07 | $ | 10,590 | 50,134 | $ | 0.23 | $ | 76,517 | 45,034 | $ | 1.70 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income (loss) from discontinued operations | $ | -5,789 | 48,277 | $ | -0.12 | $ | 11,717 | 50,134 | $ | 0.23 | $ | -3,381 | 45,034 | $ | -0.08 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair_Values_of_Assets_and_Liab
Fair Values of Assets and Liabilities | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Fair Values of Assets and Liabilities | ' | |||||||||||||||||||||||||
Fair Values of Assets and Liabilities | ' | |||||||||||||||||||||||||
7. Fair Values of Assets and Liabilities | ||||||||||||||||||||||||||
Our assets recorded at fair value have been categorized based upon a fair value hierarchy in accordance with FASB ASC Topic 820. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels. | ||||||||||||||||||||||||||
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. | ||||||||||||||||||||||||||
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. | ||||||||||||||||||||||||||
Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. | ||||||||||||||||||||||||||
The table below presents the assets measured at fair value at December 31, 2013 and 2012 categorized by the level of inputs used in the valuation of each asset. | ||||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Description | Total | Quoted Prices in | Significant Other | Significant | Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||||||
Active Markets | Observable | Unobservable | Active Markets | Observable | Unobservable | |||||||||||||||||||||
for Identical | Inputs | Inputs | for Identical | Inputs | Inputs | |||||||||||||||||||||
Assets | (Level 2) | (Level 3) | Assets | (Level 2) | (Level 3) | |||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||
Cash equivalents(1) | $ | 14,866 | $ | 14,866 | $ | — | $ | — | $ | 22,149 | $ | 22,149 | $ | — | $ | — | ||||||||||
Available for sale securities:(2) | ||||||||||||||||||||||||||
Equity securities | ||||||||||||||||||||||||||
Financial services industry | 3,668 | 3,668 | — | — | 6,025 | 6,025 | — | — | ||||||||||||||||||
REIT industry | 704 | 704 | — | — | 484 | 484 | — | — | ||||||||||||||||||
Other | 3,875 | 3,875 | — | — | 775 | 775 | — | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity securities | 8,247 | 8,247 | — | — | 7,284 | 7,284 | — | — | ||||||||||||||||||
Debt securities | ||||||||||||||||||||||||||
International bond fund(3) | 2,329 | — | 2,329 | — | 2,345 | — | 2,345 | — | ||||||||||||||||||
High yield fund(4) | 2,309 | — | 2,309 | — | 2,168 | — | 2,168 | — | ||||||||||||||||||
Industrial bonds | 5,234 | — | 5,234 | — | 5,186 | — | 5,186 | — | ||||||||||||||||||
Government bonds | 7,075 | 4,558 | 2,517 | — | 4,666 | 4,666 | — | — | ||||||||||||||||||
Financial bonds | 1,154 | — | 1,154 | — | 982 | — | 982 | — | ||||||||||||||||||
Other | 4,706 | — | 4,706 | — | 869 | — | 869 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total debt securities | 22,807 | 4,558 | 18,249 | — | 16,216 | 4,666 | 11,550 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total available for sale securities | 31,054 | 12,805 | 18,249 | — | 23,500 | 11,950 | 11,550 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 45,920 | $ | 27,671 | $ | 18,249 | $ | — | $ | 45,649 | $ | 34,099 | $ | 11,550 | $ | — | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
-1 | ||||||||||||||||||||||||||
Cash equivalents, consisting of money market funds held principally for obligations arising from our self-insurance programs. | ||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||
Investments in available for sale securities are reported on our balance sheet as current and long term investments in available for sale securities and are reported at fair value of $19,150 and $11,905, respectively, at December 31, 2013 and $12,920 and $10,580, respectively, at December 31, 2012. Our investments in available for sale securities had amortized costs of $29,127 and $21,720 as of December 31, 2013 and 2012, respectively, had unrealized gains of $2,185 and $2,050 as of December 31, 2013 and 2012, respectively, and had unrealized losses of $257 and $270 as of December 31, 2013 and 2012, respectively. At December 31, 2013, 36 of the securities we hold, with a fair value of $7,392, have been in a loss position for less than 12 months and none of the securities we hold have been in a loss position for greater than 12 months. We do not believe these securities are impaired primarily because they have not been in a loss position for an extended period of time, the financial conditions of the issuers of these securities remain strong with solid fundamentals, we intend to hold these securities until recovery and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2013 and 2012, we received gross proceeds of $6,285 and $4,163, respectively, in connection with the sales of available for sale securities and recorded gross realized gains totaling $329 and $63, respectively, and gross realized losses totaling $334 and $82, respectively. | ||||||||||||||||||||||||||
-3 | ||||||||||||||||||||||||||
The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund's investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of U.S. dollar investment grade fixed income securities. There are no unfunded commitments and the investment can be redeemed weekly. | ||||||||||||||||||||||||||
-4 | ||||||||||||||||||||||||||
The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund's investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of primarily fixed income securities issued by companies with below investment grade ratings. There are no unfunded commitments and the investment can be redeemed weekly. | ||||||||||||||||||||||||||
During the year ended December 31, 2013, we did not change the type of inputs used to determine the fair value of any of our assets and liabilities that we measure at fair value. Accordingly, there were no transfers of assets or liabilities between levels of the fair value hierarchy during the year ended December 31, 2013. | ||||||||||||||||||||||||||
The carrying values of accounts receivable and accounts payable approximate fair value as of December 31, 2013 and 2012. The carrying value and fair value of the Notes were $24,872 and $24,623, respectively, as of December 31, 2012 and were categorized in Level 2 of the fair value hierarchy in their entirety. We estimated the fair value of the Notes using an average of the bid and ask price of our then outstanding Notes. The carrying value and fair value of our mortgage notes payable were $37,620 and $41,113, respectively, as of December 31, 2013 and $46,260 and $53,115, respectively, as of December 31, 2012 and are categorized in Level 3 of the fair value hierarchy in their entirety. We estimate the fair values of our mortgage notes payable by using discounted cash flow analyses and currently prevailing market terms as of the measurement date. Because these Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. We measured the fair value of our equity investment in AIC, an Indiana insurance company that we owned at December 31, 2013 in equal proportion with each of the other seven shareholders of that company (see Note 14), categorized in Level 2 of the fair hierarchy in its entirety, by considering, among other things, the individual assets and liabilities held by AIC, AIC's overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. | ||||||||||||||||||||||||||
Indebtedness
Indebtedness | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Indebtedness | ' | |||||||||||||
Indebtedness | ' | |||||||||||||
8. Indebtedness | ||||||||||||||
As of December 31, 2013, we had a $25,000 revolving secured line of credit, or our Credit Agreement, available for general business purposes, including acquisitions. On December 31, 2013, in connection with the transfer of the rehabilitation hospitals' operations, we reduced our Credit Agreement from $35,000 to $25,000 because the accounts receivable generated at the two rehabilitation hospitals were no longer available as collateral. The maturity date of our Credit Agreement is March 18, 2016. Borrowings under our Credit Agreement typically bear interest at LIBOR plus a premium of 250 basis points, or 2.67% as of December 31, 2013. We are also required to pay a quarterly commitment fee of 0.35% per annum on the unused part of our borrowing availability under the Credit Agreement. We may draw, repay and redraw funds until maturity, and no principal repayment is due until maturity. We made no borrowings under our Credit Agreement during the year ended December 31, 2013. The weighted average interest rate for borrowings under our Credit Agreement was 6.25% for the years ended December 31, 2012 and 2011. As of December 31, 2013 and September 8, 2014, we had no amounts outstanding under our Credit Agreement. We incurred interest expense and other associated costs related to our Credit Agreement of $386, $676 and $726 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
We are the borrower under our Credit Agreement and certain of our subsidiaries guarantee our obligations under our Credit Agreement, which is secured by our and our guarantor subsidiaries' accounts receivable and related collateral. Our Credit Agreement provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as a change of control of us, which includes termination of our business management and shared services agreement, or our business management agreement, with Reit Management & Research LLC, or RMR. | ||||||||||||||
We also have a $150,000 secured revolving credit facility, or our Credit Facility, that is available for general business purposes, including acquisitions. The maturity date of our Credit Facility is April 13, 2015, and, subject to the payment of extension fees and meeting certain other conditions, our Credit Facility includes options for us to extend its stated maturity date for two one year periods. Borrowings under our Credit Facility typically bear interest at LIBOR plus a premium of 250 basis points, or 2.67% as of December 31, 2013. We are also required to pay a quarterly commitment fee of 0.35% per annum on the unused part of the Credit Facility. We may draw, repay and redraw funds until maturity, and no principal repayment is due until maturity. The weighted average interest rate for borrowings under our Credit Facility was 3.05% and 2.98% for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and September 8, 2014, we had $35,000 and $20,000 outstanding under our Credit Facility, respectively. We incurred interest expense and other associated costs related to our Credit Facility of $1,985 and $1,746 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||
We are the borrower under our Credit Facility, and certain of our subsidiaries guarantee our obligations under our Credit Facility, which is secured by real estate mortgages on 15 senior living communities with 1,549 living units owned by our guarantor subsidiaries and our guarantor subsidiaries' accounts receivable and related collateral. Our Credit Facility provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as a change of control of us. | ||||||||||||||
Our Credit Agreement and our Credit Facility contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to pay dividends or make other distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth. Our Credit Agreement and Credit Facility require that we deliver quarterly and annual financial statements within the time periods specified within those agreements. The lenders under each of our Credit Agreement and Credit Facility have waived, until September 19, 2014, October 15, 2014, November 15, 2014 and December 15, 2014, respectively, any default arising from our not timely delivering our financial statements for the year ended December 31, 2013, the quarter ended March 31, 2014, the quarter ended June 30, 2014 and the quarter ended September 30, 2014, as required under those credit facilities. Our annual financial statements for the year ended December 31, 2013 are being delivered to our lenders contemporaneously with the filing of this Annual Report on Form 10-K. | ||||||||||||||
In May 2011, we entered into the bridge loan from SNH, or the Bridge Loan, under which SNH agreed to lend us up to $80,000 to fund a part of the purchase price for our acquisitions of certain assets of six senior living communities located in Indiana, or the Indiana Communities. During 2011, we completed our acquisitions of the assets of the Indiana Communities and, in connection with the acquisitions, borrowed $80,000 under the Bridge Loan. During 2011, we repaid $42,000 of this advance with proceeds from a public offering of our common shares, or the Public Offering, and cash generated by operations. In April 2012, we repaid in full the principal amount then outstanding under the Bridge Loan, resulting in termination of the Bridge Loan. We funded the April 2012 repayment of the Bridge Loan with borrowings under our Credit Facility and cash on hand. We incurred interest expense and other associated costs related to the Bridge Loan of $0, $314 and $593 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
At December 31, 2013, we had six irrevocable standby letters of credit totaling $950. The six letters of credit are security for our lease obligation to HCP, Inc., or HCP, to an automobile leasing company and to a mortgagee of our property encumbered by a Federal National Mortgage Association, or FNMA, insured mortgage. The letters of credit are renewed annually. The maturity dates for these letters of credit range from April 2014 to August 2014. Our obligations under these letters of credit are secured by cash. | ||||||||||||||
In October 2006, we issued $126,500 principal amount of the Notes. Our net proceeds from this issuance were approximately $122,600. The Notes bore interest at a rate of 3.75% per annum and were convertible into our common shares at any time. The conversion rate, which was subject to adjustment, was 76.9231 common shares per $1 principal amount of the Notes, which represented a conversion price of $13.00 per share. The Notes were guaranteed by certain of our wholly owned subsidiaries. The Notes were scheduled to mature on October 15, 2026. We were entitled to prepay the Notes at any time and the holders were entitled to require us to purchase all or a portion of these Notes on each of October 15, 2013, 2016 and 2021 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest. We have periodically repurchased Notes in open market transactions or in privately negotiated transactions. During the years ended December 31, 2012 and 2011, we redeemed or purchased and retired $12,410 and $623 par value of the outstanding Notes, respectively, and recorded a gain of $45 and $1, respectively, net of related unamortized costs, on early extinguishment of debt. We funded these purchases principally with available cash. On July 8, 2013, we redeemed all of the $24,872 principal amount of the Notes then outstanding at a redemption price equal to the principal amount, plus accrued and unpaid interest. We recorded a loss on early extinguishment of debt, net of unamortized issuance costs, of $599 in the third quarter of 2013. Interest expense and other associated costs related to the Notes was $511, $1,124 and $1,470 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
At December 31, 2013, four of our senior living communities were encumbered by mortgage notes with an aggregate outstanding principal balance of $37,620: (1) one of our communities was encumbered by a FNMA mortgage note and (2) three of our communities were encumbered by Federal Home Loan Mortgage Corporation, or FMCC, mortgage notes. These mortgages contain FNMA and FMCC, respectively, standard mortgage covenants. We recorded a mortgage premium in connection with our assumption of the FNMA and FMCC mortgage notes as part of our acquisitions of the encumbered communities in order to record the assumed mortgage notes at their estimated fair value. We are amortizing the mortgage premiums as a reduction of interest expense until the maturity of the respective mortgage notes. The following table is a summary of these mortgage notes as of December 31, 2013: | ||||||||||||||
Balance as of | Effective | Cash | Maturity Date | Monthly | ||||||||||
December 31, 2013 | Interest Rate | Interest Rate | Payment | |||||||||||
$ | 19,083 | 6.64% | 5.86% | Jun-23 | $ | 123 | ||||||||
6,312 | 8.99% | 5.46% | Feb-25 | 63 | ||||||||||
2,858 | 6.36% | 6.70% | Sep-28 | 25 | ||||||||||
9,367 | 6.20% | 6.70% | Sep-32 | 72 | ||||||||||
| | | | | | | | | | | | | | |
$ | 37,620 | 6.90%(1) | 6.07%(1) | $ | 283 | |||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Weighted average interest rate. | ||||||||||||||
We incurred mortgage interest expense, including premium amortization, of $3,010, $2,843 and $1,588 for the years ended December 31, 2013, 2012 and 2011, respectively, including interest expense recorded in discontinued operations. Our mortgages require monthly payments into escrows for taxes, insurance and property replacement funds; withdrawals from these escrows require applicable FNMA and FMCC approval. As of December 31, 2013, we believe we were in compliance with all applicable covenants under these mortgages. | ||||||||||||||
Principal payments due under the terms of these mortgages are as follows: | ||||||||||||||
2014 | $ | 1,159 | ||||||||||||
2015 | 1,230 | |||||||||||||
2016 | 1,306 | |||||||||||||
2017 | 1,387 | |||||||||||||
2018 | 1,472 | |||||||||||||
Thereafter | 31,066 | |||||||||||||
| | | | | ||||||||||
$ | 37,620 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Leases
Leases | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Leases | ' | ||||||||||||
Leases | ' | ||||||||||||
9. Leases | |||||||||||||
As of December 31, 2013, we leased 187 senior living communities from SNH under four leases (including 10 communities that we have classified as discontinued operations). As of December 31, 2013, we also leased four senior living communities under a lease with HCP. These leases are "triple-net" leases which require that we pay all costs incurred in the operation of the communities, including the cost of insurance and real estate taxes, maintaining the communities, and indemnifying the landlord for any liability which may arise from their operation during the lease term. | |||||||||||||
Our leases with SNH require us to pay percentage rent at 180 of the senior living communities we lease from SNH equal to 4% of the amount by which gross revenues, as defined in our leases, exceeds gross revenues in a base year. We recorded approximately $5,149, $4,888 and $4,879 in percentage rent to SNH for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
SNH may fund amounts that we request for renovations and improvements to communities we lease from SNH in return for rent increases according to formulas in the leases; however, SNH is not obligated to purchase these renovations and improvements from us and we are not required to sell them to SNH. In 2013, 2012 and 2011, SNH funded $27,208, $30,520 and $33,269, respectively, for renovations and improvements to some of our communities and, as a result, our annual rent increased by $2,177, $2,456 and $2,665, respectively. | |||||||||||||
The following table is a summary of our real property leases as of December 31, 2013 (including the 10 senior living communities that we have classified as discontinued operations): | |||||||||||||
Number of | Annual | Initial expiration date | Renewal terms | ||||||||||
properties | minimum rent | ||||||||||||
as of | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
1 | Lease No. 1 for SNFs and independent and assisted living communities(1) | 90 | $ | 58,726 | December 31, 2024 | Two 15-year renewal options. | |||||||
2 | Lease No. 2 for SNFs and independent and assisted living communities | 51 | 62,461 | June 30, 2026 | Two 10-year renewal options. | ||||||||
3 | Lease No. 3 for independent and assisted living communities(2) | 17 | 34,205 | December 31, 2028 | Two 15-year renewal options. | ||||||||
4 | Lease No. 4 for SNFs and independent and assisted living communities(3) | 29 | 34,743 | April 30, 2017 | Two 15-year renewal options. | ||||||||
5 | One HCP lease | 4 | 2,500 | April 30, 2028 | One 10-year renewal option. | ||||||||
| | | | | | | | | | | | | |
Totals | 191 | $ | 192,635 | ||||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
-1 | |||||||||||||
Lease No. 1 is comprised of three separate leases. Two of these three leases exist to accommodate mortgage financings in effect at the time SNH acquired the properties; we have agreed with SNH to combine all three of these leases into one lease as and when these mortgage financings are paid. | |||||||||||||
-2 | |||||||||||||
Lease No. 3 exists to accommodate certain mortgage financing by SNH. | |||||||||||||
-3 | |||||||||||||
Lease No. 4 is comprised of two separate leases. One of these two leases exists to accommodate mortgage obligations in effect at the time SNH acquired the property; we have agreed with SNH to combine both of these leases into one lease when the mortgage financing is paid. We and SNH have entered into an amendment to Lease No. 4 pursuant to which we and SNH added a third option for us to extend the term of Lease No. 4 from May 1, 2047 to April 30, 2062. In addition, we exercised the first of our existing options to extend the term of Lease No. 4, extending the term from April 30, 2017 to April 30, 2032. | |||||||||||||
The future minimum rents required by our leases as of December 31, 2013, are as follows: | |||||||||||||
2014 | $ | 192,667 | |||||||||||
2015 | 192,718 | ||||||||||||
2016 | 192,769 | ||||||||||||
2017 | 169,661 | ||||||||||||
2018 | 158,133 | ||||||||||||
Thereafter | 1,191,240 | ||||||||||||
| | | | | |||||||||
$ | 2,097,188 | ||||||||||||
| | | | | |||||||||
| | | | | |||||||||
Shareholders_Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Shareholders' Equity | ' |
Shareholders' Equity | ' |
10. Shareholders' Equity | |
We issued 385, 347 and 379 of our common shares in 2013, 2012 and 2011, respectively, to our Directors, officers and others who provide services to us. We valued these shares at the average price of our common shares on the exchange on which they were listed on the dates of issue, or $1,758 in 2013, based on a $4.56 weighted average share price, $1,638 in 2012, based on a $4.72 weighted average share price, and $1,044 in 2011, based on a $2.75 weighted average share price. Shares issued to Directors vest immediately; one fifth of the shares issued to our officers and others vest on the date of grant and on the four succeeding anniversaries of the date of grant. We recognize the cost ratably over the vesting period. As of December 31, 2013, 414 of our common shares remain available for issuance under the Share Award Plan. | |
We previously adopted a Shareholders Rights Plan pursuant to which a right to purchase securities was distributable to shareholders in certain circumstances. Each right entitled the holder to purchase or to receive securities or other assets of ours upon the occurrence of certain events. The Shareholder Rights Plan expired on April 10, 2014. | |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Discontinued Operations | ' | ||||||||||
Discontinued Operations | ' | ||||||||||
11. Discontinued Operations | |||||||||||
In 2011, we decided to offer for sale two SNFs we owned located in Michigan with a total of 271 living units. On April 30, 2013, we sold these two SNFs for an aggregate sales price of $8,000, which included as part of the sales price the prepayment by the buyer of the then outstanding $7,510 of United States Department of Housing and Urban Development mortgage debt that encumbered these SNFs. | |||||||||||
In August 2011, we agreed with SNH that SNH should sell one assisted living community we lease from SNH located in Pennsylvania with 103 living units. We and SNH are in the process of offering this assisted living community for sale and, if sold, our annual minimum rent payable to SNH will decrease by 9.0% of the net proceeds of the sale to SNH, in accordance with the terms of our applicable lease. | |||||||||||
In September 2012, we completed the sale of our pharmacy business to Omnicare. We received $34,298 in sale proceeds from Omnicare, which included $3,789 in working capital. We recorded a pre-tax capital gain on sale of the pharmacy business of $23,347. In connection with the sale, Omnicare did not acquire the real estate we own associated with one pharmacy located in South Carolina. In July 2014, we sold this real estate for a sales price of $205. We recorded an asset impairment charge of $57 during the fourth quarter of 2013 to reduce the carrying value of this real estate to its estimated fair value, less costs to sell. | |||||||||||
In June 2013, we agreed with SNH that SNH would offer for sale 10 senior living communities we lease from SNH with 721 living units. Seven of these 10 communities with 578 living units are SNFs and three of these 10 communities with 143 living units are assisted living communities. In August 2013, SNH sold one of these communities, a SNF with 112 living units, for a sales price of $2,550, and as a result of this sale, our annual minimum rent payable to SNH decreased by $255, or 10% of the net proceeds of the sale to SNH, in accordance with the terms of our applicable lease. In January 2014, SNH sold one of these communities, an assisted living community with 48 living units, for a sales price of $2,400, and as a result of this sale, our annual minimum rent payable to SNH decreased by $210, or 8.75% of the net proceeds of the sale to SNH, in accordance with the terms of our applicable lease. In June 2014, SNH sold two of these communities, both of which are SNFs, with a combined total of 155 living units, for a sales price of $4,500, and as a result of this sale, our annual minimum rent payable to SNH decreased by $450, or 10% of the net proceeds of the sale to SNH, in accordance with the terms of the applicable lease. We and SNH are in the process of offering the other six communities for sale, and if sold, our annual minimum rent payable to SNH will decrease in accordance with the terms of our applicable leases. We recorded a $1,231 asset impairment charge during the second quarter of 2013 to reduce the assets we own relating to these 10 communities to their estimated fair market values, less costs to sell. | |||||||||||
Also in June 2013, we decided to offer for sale one assisted living community we own with 32 living units. We are in the process of offering this community for sale. | |||||||||||
We can provide no assurance that we will be able to sell the senior living community that we are offering for sale, or that we and SNH will be able to sell the senior living communities we lease from SNH that are being offered for sale, or what the terms or timing of any sales may be. | |||||||||||
As of December 31, 2013, pursuant to an asset purchase agreement, or the Purchase Agreement, we and SNH completed the sale of the real estate and the transfer of operations at two rehabilitation hospitals and 13 out-patient clinics affiliated with those rehabilitation hospitals to unrelated third parties. We previously leased the rehabilitation hospitals from SNH and the out-patient clinics from others. As a result of this transaction, SNH received proceeds of approximately $90,000 for the sale of the real estate associated with the rehabilitation hospitals, we retained certain net assets of approximately $9,591 and our annual rent payable to SNH and others decreased by approximately $11,500. In 2013, we recorded losses of $2,197 relating to closing costs and legal fees associated with this transaction and we incurred $2,600 of non-cash asset impairment charges to reduce the fixed assets we owned which are related to the rehabilitation hospitals to their estimated fair market values. | |||||||||||
We have reclassified our consolidated balance sheets and consolidated statements of operations for all periods presented to show the financial position and results of operations of our pharmacies, rehabilitation hospitals and the communities which have been sold or are expected to be sold as discontinued. Below is a summary of the operating results of these discontinued operations included in the consolidated financial statements for the years ended December 31, 2013, 2012 and 2011: | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenues | $ | 151,600 | $ | 213,020 | $ | 251,604 | |||||
Expenses | -154,578 | -218,565 | -253,430 | ||||||||
Impairment on discontinued assets | -4,153 | -644 | -4,358 | ||||||||
Benefit (provision) for income taxes | 3,539 | -5,441 | 2,803 | ||||||||
(Loss) gain on sale | -2,197 | 23,347 | — | ||||||||
| | | | | | | | | | | |
Net (loss) income | $ | (5,789) | $ | 11,717 | $ | (3,381) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Off_Balance_Sheet_Arrangement
Off Balance Sheet Arrangement | 12 Months Ended |
Dec. 31, 2013 | |
Off Balance Sheet Arrangement | ' |
Off Balance Sheet Arrangement | ' |
12. Off Balance Sheet Arrangement | |
We have pledged our accounts receivable and certain other assets, with a carrying value, as of December 31, 2013, of $13,368, arising from our operation of 26 properties owned by SNH and leased to us to secure SNH's borrowings from its lender, FNMA. As of December 31, 2013, we had no other off balance sheet arrangements that have had or that we expect would be reasonably likely to have a future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. | |
Litigation_Settlement
Litigation Settlement | 12 Months Ended |
Dec. 31, 2013 | |
Litigation Settlement | ' |
Litigation Settlement | ' |
13. Litigation Settlement | |
On May 29, 2012, we entered into a settlement agreement, or the Settlement Agreement, with subsidiaries of Sunrise Senior Living Inc., or Sunrise, pursuant to which we agreed to settle our long running litigation with Sunrise, involving amounts charged by Sunrise to us for certain insurance programs for senior living communities managed by Sunrise for us. Pursuant to the Settlement Agreement, Sunrise paid us $4,000 in cash and we recorded a gain of $3,365, net of legal fees, in our consolidated statements of operations. | |
Related_Person_Transactions
Related Person Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Person Transactions | ' |
Related Person Transactions | ' |
14. Related Person Transactions | |
We have adopted written Governance Guidelines that address the consideration and approval of any related person transactions. Under these Governance Guidelines, we may not enter into any transaction in which any Director or executive officer, any member of the immediate family of any Director or executive officer or any other related person, has or will have a direct or indirect material interest unless that transaction has been disclosed or made known to our Board of Directors and our Board of Directors reviews and approves or ratifies the transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors constitute less than a quorum. If there are no disinterested Directors, the transaction must be reviewed and approved or ratified by both (1) the affirmative vote of a majority of our Board of Directors and (2) the affirmative vote of a majority of our Independent Directors. In determining whether to approve or ratify a transaction, our Board of Directors, or disinterested Directors or Independent Directors, as the case may be, also act in accordance with any applicable provisions of our charter, consider all of the relevant facts and circumstances and approve only those transactions that are fair and reasonable to us and our stockholders. All related person transactions described below were reviewed and approved or ratified by a majority of the disinterested Directors or otherwise in accordance with our policies and charter, each as described above. In the case of any transaction with us in which any other employee of ours who is subject to our Code of Business Conduct and Ethics and who has a direct or indirect material interest in the transaction, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested. | |
We were formerly a 100% owned subsidiary of SNH, SNH is our largest landlord and our largest stockholder and we manage senior living communities for SNH. In 2001, SNH distributed substantially all of our then outstanding common shares to its shareholders. As of December 31, 2013, SNH owned 4,235 of our common shares, or approximately 8.7% of our outstanding common shares. One of our Managing Directors, Mr. Barry Portnoy, is a managing trustee of SNH. Mr. Barry Portnoy's son, Mr. Adam Portnoy, also serves as a managing trustee of SNH. SNH's executive officers are officers of RMR and SNH's President and Chief Operating Officer is a director of RMR. In order to effect this spin-off and to govern relations after the spin-off, we entered into agreements with SNH and others. We have entered into various leases with SNH and other agreements that include provisions that confirm and modify these undertakings. Among other matters, these agreements provide that: | |
• | |
so long as SNH remains a real estate investment trust, or REIT, we may not waive the share ownership restrictions in our charter on the ability of any person or group to acquire more than 9.8% of any class of our equity shares without the consent of SNH; | |
• | |
so long as we are a tenant of, or manager for, SNH, we will not permit nor take any action that, in the reasonable judgment of SNH, might jeopardize the tax status of SNH as a REIT; | |
• | |
SNH has the option to cancel all of our rights under the leases and management agreements we have with SNH upon the acquisition by a person or group of more than 9.8% of our voting stock and upon other change in control events affecting us, as defined in those documents, including the adoption of any stockholder proposal (other than a precatory proposal) or the election to our Board of Directors of any individual if such proposal or individual was not approved, nominated or appointed, as the case may be, by vote of a majority of our Directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual; and | |
• | |
so long as we are a tenant of, or manager for, SNH or so long as we have a business management agreement with RMR, we will not acquire or finance any real estate of a type then owned or financed by SNH or any other company managed by RMR without first giving SNH or the other company managed by RMR, as applicable, the opportunity to acquire or finance that real estate. | |
As of December 31, 2013, we leased 187 senior living communities (including 10 that we have classified as discontinued operations) from SNH under four combination leases. Under our leases with SNH, we pay SNH minimum rent plus percentage rent based on increases in gross revenues at certain properties. Our total minimum annual rent payable to SNH as of December 31, 2013 was $190,135, excluding percentage rent. Our total rent expense (which includes rent for all properties we lease from SNH, including properties we have classified as discontinued operations) under all of our leases with SNH, net of lease inducement amortization, was $202,868, $200,036 and $194,524 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, we had outstanding rent due and payable to SNH of $17,960 and $17,688, respectively. During the years ended December 31, 2013, 2012 and 2011, pursuant to the terms of our leases with SNH, we sold $27,208, $30,520 and $33,269, respectively, of improvements made to properties leased from SNH and, as a result, our annual rent payable to SNH increased by approximately $2,177, $2,456 and $2,665, respectively. As of December 31, 2013, our property and equipment included $9,342 for similar improvements we have made to properties we lease from SNH that we expected to request that SNH purchase from us for an increase in future rent. | |
In December 2013, pursuant to the Purchase Agreement, we and SNH sold the real estate and transferred the operations at two rehabilitation hospitals and 13 out-patient clinics affiliated with those rehabilitation hospitals to unrelated third parties. As a result of this transaction, SNH received proceeds of approximately $90,000 for the sale of the real estate associated with those rehabilitation hospitals and we retained certain net assets of approximately $9,591. These rehabilitation hospitals were previously leased to us by SNH under one of our combination leases with SNH, Lease No. 2, and the affiliated clinics were leased to us by third parties. Pursuant to an amendment to Lease No. 2 that we entered into in September 2013 in connection with our and SNH's agreement to sell the real estate and transfer the operations at the rehabilitation hospitals, Lease No. 2 terminated with respect to the rehabilitation hospitals and our annual rent paid to SNH under Lease No. 2 was reduced by $9,500 upon the closing of this transaction. The lease amendment also provides for an allocation of indemnification obligations under the Purchase Agreement between SNH and us. | |
We and SNH have agreed that SNH would offer for sale 10 senior living communities we lease from SNH, which we have classified as discontinued operations. Our rent payable to SNH will be reduced if and as these sales occur pursuant to terms set in our leases with SNH. In August 2013, SNH sold one of these communities, a SNF with 112 living units, for a sales price of $2,550, and as a result of this sale our annual minimum rent payable to SNH decreased by $255, or 10% of the net proceeds of the sale to SNH, in accordance with the terms of our applicable lease. In January 2014, SNH sold another one of these communities, an assisted living community with 48 living units, for a sales price of $2,400, and as a result of this sale, our annual minimum rent payable to SNH decreased by $210, or 8.75% of the net proceeds of the sale to SNH, in accordance with the terms of our applicable lease. In June 2014, SNH sold two of these communities, both of which are SNFs, with a combined total of 155 living units, for a sales price of $4,500, and as a result of this sale, our annual minimum rent payable to SNH decreased by $450, or 10% of the net proceeds of the sale to SNH, in accordance with the terms of the applicable lease. We can provide no assurance that the remaining six senior living communities that we and SNH have agreed to offer for sale will be sold or what the terms of any sales may provide. | |
Concurrent and in connection with entering into the Villa Valencia Agreement, described below, we and SNH entered into the Fifth Amendment to the Amended and Restated Master Lease Agreement (Lease No. 4), or Lease No. 4. Under this Lease No. 4 amendment, we exercised the first of our existing options under Lease No. 4, extending the term from April 30, 2017 to April 30, 2032, and a third option for us to extend the term of Lease No. 4 from May 1, 2047 to April 30, 2062, was added. | |
As of December 31, 2013, we managed 44 senior living communities for the account of SNH. We began managing communities for the account of SNH in June 2011 in connection with SNH's acquisition of certain senior living communities at that time. We have since begun managing additional communities that SNH has acquired. With the exception of the management agreement for the senior living community in New York described below, the management agreements for the communities we manage for SNH's account provide us with a management fee equal to 3% of the gross revenues realized at the communities, plus reimbursement for our direct costs and expenses related to the communities and an incentive fee equal to 35% of the annual net operating income of the communities after SNH realizes an annual return equal to 8% of its invested capital. The management agreements provide that we and SNH each have the option to terminate the agreements upon the acquisition by a person or group of more than 9.8% of the other's voting stock and upon other change in control events affecting the other party, as defined in those documents, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to the board of directors or board of trustees of any individual if such proposal or individual was not approved, nominated or appointed, as the case may be, by vote of a majority of the board of directors or board of trustees in office immediately prior to the making of such proposal or the nomination or appointment of such individual. | |
In connection with these management agreements, we and SNH have entered into four combination agreements, or pooling agreements: three pooling agreements combine our management agreements with SNH for communities that include assisted living units, or the AL Pooling Agreements, and a fourth pooling agreement combines our management agreements with SNH for communities that include only independent living units, or the IL Pooling Agreement. We entered into the initial AL Pooling Agreement in May 2011 and the second AL Pooling Agreement in October 2012. The first AL Pooling Agreement includes 20 identified communities and the second AL Pooling Agreement currently includes 19 identified communities. We and SNH entered into our third AL Pooling Agreement in November 2013 and that pooling agreement currently includes the management agreement for the community we began managing in November 2013, as further described below. We entered into the IL Pooling Agreement in August 2012 and that agreement currently includes management agreements for two communities that have only independent living units. The senior living community in New York and the senior living community known as Villa Valencia described below that we manage for the account of SNH are not included in any of our pooling agreements. Each of the AL Pooling Agreements and the IL Pooling Agreement aggregates the determinations of fees and expenses of the various communities that are subject to such pooling agreement, including determinations of our incentive fees and SNH's return of its invested capital. Under each of the pooling agreements, SNH has the right, after the period of time specified in the agreement has elapsed and subject to our cure rights, to terminate all, but not less than all, of the management agreements that are subject to the pooling agreement if SNH does not receive its minimum return in each of three consecutive years. In addition, under each of the pooling agreements, we have a limited right to require the sale of underperforming communities. Also, under each of the pooling agreements, any nonrenewal notice given by us with respect to a community is deemed a nonrenewal with respect to all the communities that are the subject of the agreement. Special committees of each of our Board of Directors and SNH's board of trustees composed solely of our Independent Directors and SNH's independent trustees who are not also directors or trustees of the other party and who were represented by separate counsel reviewed and approved the terms of these management agreements and pooling agreements. | |
We earned management fees from SNH of $9,229, $5,582 and $835 for the years ended December 31, 2013, 2012 and 2011, respectively. We expect that we may enter additional management arrangements with SNH for senior living communities that SNH may acquire in the future on terms similar to those management arrangements we currently have with SNH. | |
In August 2013, we began managing for SNH a senior living community located in Georgia with 93 assisted living units. In October 2013, we began managing for SNH three additional senior living communities with an aggregate of 213 assisted living units; one of those communities is located in Tennessee, and the other two are located in Georgia. In November 2013, we began managing for SNH a senior living community in Wisconsin with 68 assisted living units. We entered into separate long term management agreements with SNH for each of those senior living communities on terms similar to those management agreements that we currently have with SNH for senior living communities that include assisted living units. The management agreements for the senior living communities we began managing in August and October 2013 were added to the second AL Pooling Agreement and the management agreement for the senior living community we began managing in November 2013 was added to the third AL Pooling Agreement. We expect that we may enter additional management arrangements with SNH for senior living communities that SNH may acquire in the future on terms similar to those management arrangements we currently have with SNH. | |
Our second AL Pooling Agreement previously included the management agreement pursuant to which the Company manages SNH's assisted living community known as Villa Valencia, which is located in California. On July 10, 2014, the Company entered into an agreement with SNH, or the Villa Valencia Agreement, pursuant to which the management agreement for Villa Valencia was removed from the second AL Pooling Agreement as of July 1, 2014. We expect that the management agreement affecting the Villa Valencia community will not be included in any pooling agreement until after extensive renovations planned at the community are completed. | |
Also on July 10, 2014, we entered into an amendment to the management agreements with SNH that include assisted living units to (i) extend the term of each of the management agreements between us and SNH for Villa Valencia and the 19 assisted living communities currently included in the second AL Pooling Agreement from December 31, 2031 to December 31, 2033 and (ii) extend the term of the management agreement between us and SNH for the senior living community known as Willow Pointe, which is currently included in the third AL Pooling Agreement, from December 31, 2031 to December 31, 2035. On July 10, 2014, we also entered into an amendment to our management agreements with SNH that include only independent living units to extend the term of the management agreements between us and SNH for two independent living communities from December 31, 2031 to December 31, 2032. The term of the 20 management agreements included in the first AL Pooling Agreement were not affected by these amendments and those management agreements expire on December 31, 2031. | |
We manage a portion of a senior living community in New York that is not subject to the requirements of New York healthcare licensing laws, consisting of 199 living units, pursuant to a long term management agreement with SNH. The terms of this management agreement are substantially consistent with the terms of our other management agreements with SNH for communities that include assisted living units, except that the management fee payable to us is equal to 5% of the gross revenues realized at that portion of the community, and there is no incentive fee payable to us under this management agreement. In order to accommodate certain requirements of New York healthcare licensing laws, SNH subleases a portion of this senior living community that is subject to those requirements, consisting of 111 living units, to an entity, D&R Yonkers LLC, which is owned by SNH's President and Chief Operating Officer and its Treasurer and Chief Financial Officer. We manage this portion of the community pursuant to a long term management agreement with D&R Yonkers LLC. Pursuant to that management agreement, D&R Yonkers LLC pays us a management fee equal to 3% of the gross revenues realized at that portion of the community and we are not entitled to any incentive fee under that agreement. Our management agreement with D&R Yonkers LLC expires on August 31, 2017, and is subject to renewal for nine consecutive five year terms, unless earlier terminated or timely notice of nonrenewal is delivered. | |
As discussed above in Note 8, in May 2011, we and SNH entered into the Bridge Loan, under which SNH agreed to lend us up to $80,000. In April 2012, we repaid in full the then outstanding principal amount under the Bridge Loan, resulting in termination of the Bridge Loan. The Bridge Loan bore interest at a rate equal to the annual rates of interest applicable to SNH's borrowings under its revolving credit facility, plus 1%. We incurred interest expense on the Bridge Loan of $314 and $593 for the years ended December 31, 2012 and December 31, 2011, respectively, which amounts are included in interest and other expense in our consolidated statements of income. | |
In August 2012, SNH prepaid certain outstanding debt it had borrowed from FNMA, which debt was secured by certain properties we lease from SNH and other assets relating to those properties. As a result of this prepayment, 11 of the 28 properties securing that debt were released from the mortgage and, in connection with that release, we entered into amendments to our leases with SNH so that these 11 properties were removed from the lease created to accommodate this debt and were added to our other multi-property leases with SNH. | |
For a description of additional transactions we entered with SNH during 2011 and 2012, please see our Annual Reports on Form 10-K filed with the SEC for those years. | |
RMR provides business management and shared services to us pursuant to a business management and shared services agreement, or our business management agreement. One of our Managing Directors, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR. Mr. Barry Portnoy's son, Mr. Adam Portnoy, is an owner of RMR and serves as President, Chief Executive Officer and a director of RMR. Our other Managing Director, Mr. Gerard Martin, is a director of RMR. Mr. Bruce Mackey, our President and Chief Executive Officer, and Mr. Paul Hoagland, our Treasurer and Chief Financial Officer, are officers of RMR. Our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR or its affiliates provide management services. Mr. Barry Portnoy serves as a managing director or managing trustee of a majority of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR serve as officers of those companies. | |
Because at least 80% of Messrs. Mackey's and Hoagland's business time is devoted to services to us, 80% of Messrs. Mackey's and Hoagland's total cash compensation (that is, the combined base salary and cash bonus paid by us and RMR) was paid by us and the remainder was paid by RMR. Messrs. Mackey and Hoagland are also eligible to participate in certain RMR benefit plans. We believe the compensation we paid to these officers reasonably reflected their division of business time; however, periodically, these individuals may divide their business time differently than they do currently and their compensation from us may become disproportionate to this division. | |
Our Board of Directors has given our Compensation Committee, which is comprised exclusively of our Independent Directors, authority to act on our behalf with respect to our business management agreement with RMR. The charter of our Compensation Committee requires the committee to annually review the terms of the business management agreement, evaluate RMR's performance under this agreement and determine whether to renew, amend or terminate the business management agreement. | |
Pursuant to the business management agreement, RMR assists us with various aspects of our business, which may include, but are not limited to, compliance with various laws and rules applicable to our status as a publicly owned company, maintenance of our facilities, evaluation of business opportunities, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal and tax matters, human resources, insurance programs, management information systems and the like. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of our revenues. Revenues are defined as our total revenues from all sources reportable under generally accepted accounting principles in the United States, or GAAP, less any revenues reportable by us with respect to communities for which we provide management services plus the gross revenues at those communities determined in accordance with GAAP. Additionally, under the business management agreement, RMR provides information technology services to us in return for our reimbursement of RMR for a percentage of RMR's information technology employee expenses (other than RMR's Chief Information Officer), which percentage is subject to approval by our Compensation Committee. The fees we paid to RMR under the business management agreement, including for information technology services, totaled $13,965, $13,226 and $11,823 for the years ended December 31, 2013, 2012 and 2011, respectively. | |
RMR also provides internal audit services to us in return for our share of the total internal audit costs incurred by RMR for us and other companies managed by RMR and its affiliates, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. Our share of RMR's costs of providing this internal audit function was approximately $203, $209 and $247 for 2013, 2012 and 2011, respectively. These allocated costs are in addition to the business management fees earned by RMR. | |
The current term of our business management agreement with RMR ends on December 31, 2014 and automatically renews for successive one year terms unless we or RMR give notice of non-renewal before the end of an applicable term. We or RMR may terminate the business management agreement upon 60 days' prior written notice. RMR may also terminate the business management agreement upon five business days' notice if we undergo a change of control, as defined in the business management agreement. | |
Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, including SNH. The fact that RMR has responsibilities to other entities, including our largest landlord and largest stockholder, SNH, could create conflicts; and in the event of such conflicts between us and RMR, any affiliate of RMR or any other publicly owned entity with which RMR has a relationship, including SNH, our business management agreement allows RMR to act on its own behalf and on behalf of SNH or such other entity rather than on our behalf. Under the business management agreement, we afford SNH and any other company that is managed by RMR a right of first refusal to invest in or finance any real estate of a type then owned or financed by any of them before we do. Under the business management agreement, RMR has agreed not to provide business management services to any other business or enterprise, other than SNH, competitive with our business. | |
We are generally responsible for all of our expenses and certain expenses incurred by RMR on our behalf. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. | |
RMR was the owner of two buildings we leased for our corporate headquarters and administrative offices until the expiration of those leases in June 2011. In May 2011, we entered into a new lease that consolidated our headquarters into one building owned by RMR. This new lease requires us to pay current annual rent of approximately $767, which amount is subject to fixed increases. The terms of this new lease were negotiated and approved by a special committee of our Board of Directors composed solely of our Independent Directors. Our rent expense for our headquarters, which included our utilities and real estate taxes that we are required to pay as additional rent, was $1,386, $1,426 and $1,271 for 2013, 2012 and 2011, respectively. We believe the terms of the expired leases and the new lease were and are commercially reasonable. | |
Under the Share Award Plan, we grant restricted shares to certain employees of RMR who are not also Directors, officers or employees of ours. We granted a total of 82, 81 and 77 shares with an aggregate value of $373, $399 and $168 to such persons in 2013, 2012 and 2011, respectively, based upon the closing price of our common shares on the dates of grants on the New York Stock Exchange, or the NYSE. One fifth of those shares vested on the grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These share grants to RMR employees are in addition to both the fees we pay to RMR and our share grants to our Directors, officers and employees. On occasion, we have entered into arrangements with former employees of ours or RMR in connection with the termination of their employment with us or RMR, providing for the acceleration of vesting of restricted shares previously granted to them under the Share Award Plan. Additionally, each of our President and Chief Executive Officer and Treasurer and Chief Financial Officer received grants of restricted shares of other companies to which RMR provides management services, including SNH, in their capacities as officers of RMR. | |
As of December 31, 2013, we, RMR, SNH and five other companies to which RMR provides management services owned 12.5% of AIC. All of our Directors and most of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Our Governance Guidelines provide that any material transaction between us and AIC shall be reviewed, authorized and approved or ratified by the affirmative votes of both a majority of our Board of Directors and a majority of our Independent Directors. | |
On March 25, 2014, as a result of the removal, without cause, of all of the trustees of EQC, this shareholder of AIC underwent a change in control, as defined in the shareholders agreement among us, the other shareholders of AIC and AIC. As a result of that change in control and in accordance with the terms of the shareholders agreement, on May 9, 2014, we and those other shareholders purchased pro rata the AIC shares EQC owned. Pursuant to that purchase, we purchased approximately 3 AIC shares from EQC for $825. Following these purchases, we and the other remaining six shareholders each own approximately 14.3% of AIC. | |
As of December 31, 2013, we had invested approximately $5,209 in AIC since its formation in 2008. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC as all of our Directors are also directors of AIC. Our investment in AIC had a carrying value of $5,913 and $5,629 as of December 31, 2013 and 2012, respectively. We recognized income of $334, $316 and $139 related to our investment in AIC for 2013, 2012 and 2011, respectively. In June 2013, we and the other shareholders of AIC purchased a one year property insurance policy providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts. We paid AIC a premium, including taxes and fees, of approximately $5,428 in connection with that policy, which amount may be adjusted from time to time as we acquire or dispose of properties that are covered in the policy. In June 2014, we renewed our participation in this program and paid AIC a premium, including taxes and fees, of approximately $3,901 in connection with that policy. Our annual premiums for this property insurance in 2012 and 2011 were $6,264 and $4,500, respectively, before adjustments made for acquisitions or dispositions we made during those periods. We periodically consider the possibilities for expanding our insurance relationships with AIC to include other types of insurance and may in the future participate in additional insurance offerings AIC may provide or arrange. We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so. By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by reducing our insurance expenses and by realizing our pro rata share of any profits of this insurance business. | |
Directors' and Officers' Liability Insurance: In July 2013, we, RMR, SNH and four other companies RMR manages purchased a combined directors' and officers' liability insurance policy providing $10,000 in aggregate primary non-indemnifiable coverage and $5,000 in aggregate excess coverage. We paid a premium of approximately $133 in connection with this policy. In June 2014, we, RMR, SNH and three other companies to which RMR provides management services extended this combined directors' and officers' liability insurance policy through August 31, 2014. In September 2014, the Company purchased a two year combined directors' and officers' insurance policy with SNH, RMR and four other companies managed by RMR that provides $10,000 in aggregate primary coverage, including certain errors and omission coverage. At that time, the Company also purchased separate additional one year directors' and officers' liability insurance policies that provide $20,000 of aggregate excess coverage plus $5,000 of excess non-indemnifiable coverage. The total premium payable by the Company for these policies purchased in September 2014 was approximately $357. | |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plans | ' |
Employee Benefit Plans | ' |
15. Employee Benefit Plans | |
We have several employee savings plans under the provisions of Section 401(k) of the Internal Revenue Code. All of our employees are eligible to participate in at least one of our plans and are entitled upon termination or retirement to receive their vested portion of the plan assets. For some of our plans, we match a certain amount of employee contributions. We also pay certain expenses related to all of our plans. Expenses for all our plans, including our contributions, were $1,617, $1,565 and $1,451 for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||
16. Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||||||
The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2013 and 2012: | ||||||||||||||||||||
2013 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
Revenues | $ | 323,852 | $ | 323,447 | $ | 324,263 | $ | 325,225 | ||||||||||||
Operating income (loss) | 3,668 | 5,711 | 2,354 | -1,471 | ||||||||||||||||
Net income (loss) from continuing operations | 3,193 | 2,955 | 625 | -3,324 | ||||||||||||||||
Net income (loss) | 2,392 | 1,456 | -758 | -5,430 | ||||||||||||||||
Net income (loss) per common share—Basic | $ | 0.05 | $ | 0.03 | $ | -0.02 | $ | -0.11 | ||||||||||||
Net income (loss) per common share—Diluted | $ | 0.05 | $ | 0.03 | $ | -0.02 | $ | -0.11 | ||||||||||||
2012 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
Revenues | $ | 291,424 | $ | 296,572 | $ | 297,341 | $ | 322,469 | ||||||||||||
Operating income | 2,773 | 10,178 | 4,887 | 5,003 | ||||||||||||||||
Net income from continuing operations | 942 | 5,295 | 2,730 | 1,623 | ||||||||||||||||
Net income | 247 | 4,629 | 15,855 | 1,576 | ||||||||||||||||
Net income per common share—Basic | $ | 0.01 | $ | 0.09 | $ | 0.33 | $ | 0.04 | ||||||||||||
Net income per common share—Diluted | $ | 0.01 | $ | 0.09 | $ | 0.32 | $ | 0.03 | ||||||||||||
During the fourth quarter of 2013, we recognized increases in our operating expenses primarily due to increased costs in our workers' compensation and professional and general liability insurance programs and increases in our utility and general maintenance expenses as a result of harsh weather conditions. Also, during the fourth quarter of 2013, we recognized additional increases in our operating expenses due to costs incurred in connection with the restatement of certain of our previously issued financial statements. | ||||||||||||||||||||
As described in Note 17, we identified errors related to our accounts payable and certain other errors that affected previously reported interim periods. We have revised the financial information included in this Note 16 to correct for these errors in the periods in which they originated. The following tables set forth the effect of the revisions on each of the individual affected line items in our interim condensed consolidated statements of operations: | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2013 | September 30, 2013 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 269,839 | $ | 6 | $ | 269,845 | $ | 807,906 | $ | 78 | $ | 807,984 | ||||||||
Reimbursed costs incurred on behalf of managed communities | 51,983 | 145 | 52,128 | 156,194 | 511 | 156,705 | ||||||||||||||
Total revenues | 324,112 | 151 | 324,263 | 970,973 | 589 | 971,562 | ||||||||||||||
Senior living wages and benefits | 130,824 | 202 | 131,026 | 393,641 | 668 | 394,309 | ||||||||||||||
Other senior living operating expenses | 68,227 | -285 | 67,942 | 200,317 | -2,077 | 198,240 | ||||||||||||||
Costs incurred on behalf of managed communities | 51,983 | 145 | 52,128 | 156,194 | 511 | 156,705 | ||||||||||||||
General and administrative | 15,081 | 253 | 15,334 | 45,664 | 185 | 45,849 | ||||||||||||||
Total operating expenses | 321,594 | 315 | 321,909 | 960,542 | -713 | 959,829 | ||||||||||||||
Operating income | 2,518 | -164 | 2,354 | 10,431 | 1,302 | 11,733 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 889 | -164 | 725 | 6,328 | 1,302 | 7,630 | ||||||||||||||
Provision for income taxes | -226 | 62 | -164 | -582 | -494 | -1,076 | ||||||||||||||
Income from continuing operations | 727 | -102 | 625 | 5,965 | 808 | 6,773 | ||||||||||||||
Loss from discontinued operations | -925 | -458 | -1,383 | -3,225 | -458 | -3,683 | ||||||||||||||
Net (loss) income | $ | -198 | $ | -560 | $ | -758 | $ | 2,740 | $ | 350 | $ | 3,090 | ||||||||
Basic (loss) income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | -0.01 | $ | 0.01 | $ | 0.12 | $ | 0.02 | $ | 0.14 | ||||||||
Discontinued operations | -0.02 | -0.01 | -0.03 | -0.06 | -0.01 | -0.07 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share—basic | $ | — | $ | -0.02 | $ | -0.02 | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted (loss) income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | -0.01 | $ | 0.01 | $ | 0.12 | $ | 0.02 | $ | 0.14 | ||||||||
Discontinued operations | -0.02 | -0.01 | -0.03 | -0.06 | -0.01 | -0.07 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share—diluted | $ | — | $ | -0.02 | $ | -0.02 | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 268,827 | $ | 6 | $ | 268,833 | $ | 538,067 | $ | 72 | $ | 538,139 | ||||||||
Reimbursed costs incurred on behalf of managed communities | 52,153 | 180 | 52,333 | 104,211 | 366 | 104,577 | ||||||||||||||
Total revenues | 323,261 | 186 | 323,447 | 646,861 | 438 | 647,299 | ||||||||||||||
Senior living wages and benefits | 130,390 | 247 | 130,637 | 262,817 | 466 | 263,283 | ||||||||||||||
Other senior living operating expenses | 65,752 | -909 | 64,843 | 132,090 | -1,792 | 130,298 | ||||||||||||||
Costs incurred on behalf of managed communities | 52,153 | 180 | 52,333 | 104,211 | 366 | 104,577 | ||||||||||||||
General and administrative | 15,451 | -392 | 15,059 | 30,583 | -68 | 30,515 | ||||||||||||||
Total operating expenses | 318,610 | -874 | 317,736 | 638,948 | -1,028 | 637,920 | ||||||||||||||
Operating income | 4,651 | 1,060 | 5,711 | 7,913 | 1,466 | 9,379 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 3,349 | 1,060 | 4,409 | 5,439 | 1,466 | 6,905 | ||||||||||||||
Provision for income taxes | -1,131 | -402 | -1,533 | -356 | -556 | -912 | ||||||||||||||
Income from continuing operations | 2,297 | 658 | 2,955 | 5,238 | 910 | 6,148 | ||||||||||||||
Net income | $ | 798 | $ | 658 | $ | 1,456 | $ | 2,938 | $ | 910 | $ | 3,848 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.01 | $ | 0.06 | $ | 0.11 | $ | 0.02 | $ | 0.13 | ||||||||
Discontinued operations | -0.03 | — | -0.03 | -0.05 | — | -0.05 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.02 | $ | 0.01 | $ | 0.03 | $ | 0.06 | $ | 0.02 | $ | 0.08 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.01 | $ | 0.06 | $ | 0.11 | $ | 0.02 | $ | 0.13 | ||||||||
Discontinued operations | -0.03 | — | -0.03 | -0.05 | — | -0.05 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.02 | $ | 0.01 | $ | 0.03 | $ | 0.06 | $ | 0.02 | $ | 0.08 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 269,240 | $ | 66 | $ | 269,306 | ||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 52,058 | 186 | 52,244 | |||||||||||||||||
Total revenues | 323,600 | 252 | 323,852 | |||||||||||||||||
Senior living wages and benefits | 132,427 | 219 | 132,646 | |||||||||||||||||
Other senior living operating expenses | 66,338 | -883 | 65,455 | |||||||||||||||||
Costs incurred on behalf of managed communities | 52,058 | 186 | 52,244 | |||||||||||||||||
General and administrative | 15,132 | 324 | 15,456 | |||||||||||||||||
Total operating expenses | 320,338 | -154 | 320,184 | |||||||||||||||||
Operating income | 3,262 | 406 | 3,668 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 2,090 | 406 | 2,496 | |||||||||||||||||
Benefit for income taxes | 775 | -154 | 621 | |||||||||||||||||
Income from continuing operations | 2,941 | 252 | 3,193 | |||||||||||||||||
Net income | $ | 2,140 | $ | 252 | $ | 2,392 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||||||||
Discontinued operations | -0.02 | — | -0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.04 | $ | 0.01 | $ | 0.05 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||||||||
Discontinued operations | -0.02 | — | -0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.04 | $ | 0.01 | $ | 0.05 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Three Months Ended | ||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | $ | 50,245 | $ | 284 | $ | 50,529 | ||||||||||||||
Total revenues | 322,185 | 284 | 322,469 | |||||||||||||||||
Other senior living operating expenses | 67,113 | 580 | 67,693 | |||||||||||||||||
Costs incurred on behalf of managed communities | 50,245 | 284 | 50,529 | |||||||||||||||||
General and administrative | 16,197 | 32 | 16,229 | |||||||||||||||||
Total operating expenses | 316,570 | 896 | 317,466 | |||||||||||||||||
Operating income | 5,615 | -612 | 5,003 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 4,294 | -612 | 3,682 | |||||||||||||||||
Provision for income taxes | -2,381 | 242 | -2,139 | |||||||||||||||||
Income from continuing operations | 1,993 | -370 | 1,623 | |||||||||||||||||
Net income | $ | 1,946 | $ | -370 | $ | 1,576 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.04 | $ | — | $ | 0.04 | ||||||||||||||
Discontinued operations | — | — | — | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.04 | $ | — | $ | 0.04 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.04 | $ | -0.01 | $ | 0.03 | ||||||||||||||
Discontinued operations | — | — | — | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.04 | $ | -0.01 | $ | 0.03 | ||||||||||||||
| | | | | | | | | | | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2012 | September 30, 2012 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously Reported | Revised | |||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 27,247 | 172 | 27,419 | 76,750 | 377 | 77,127 | ||||||||||||||
Total revenues | 297,169 | 172 | 297,341 | 884,960 | 377 | 885,337 | ||||||||||||||
Other senior living operating expenses | 64,579 | 560 | 65,139 | 192,636 | 1,420 | 194,056 | ||||||||||||||
Costs incurred on behalf of managed communities | 27,247 | 172 | 27,419 | 76,750 | 377 | 77,127 | ||||||||||||||
General and administrative | 14,647 | 31 | 14,678 | 45,580 | 8 | 45,588 | ||||||||||||||
Total operating expenses | 291,691 | 763 | 292,454 | 865,694 | 1,805 | 867,499 | ||||||||||||||
Operating income | 5,478 | -591 | 4,887 | 19,266 | -1,428 | 17,838 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 3,878 | -591 | 3,287 | 15,118 | -1,428 | 13,690 | ||||||||||||||
Provision for income taxes | -905 | 233 | -672 | -5,523 | 564 | -4,959 | ||||||||||||||
Income from continuing operations | 3,088 | -358 | 2,730 | 9,831 | -864 | 8,967 | ||||||||||||||
Net income | $ | 16,213 | $ | -358 | $ | 15,855 | $ | 21,595 | $ | -864 | $ | 20,731 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | -0.01 | $ | 0.05 | $ | 0.21 | $ | -0.02 | $ | 0.19 | ||||||||
Discontinued operations | 0.28 | — | 0.28 | 0.24 | — | 0.24 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.34 | $ | -0.01 | $ | 0.33 | $ | 0.45 | $ | -0.02 | $ | 0.43 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | -0.01 | $ | 0.05 | $ | 0.21 | $ | -0.02 | $ | 0.19 | ||||||||
Discontinued operations | 0.27 | — | 0.27 | 0.23 | — | 0.23 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.33 | $ | -0.01 | $ | 0.32 | $ | 0.44 | $ | -0.02 | $ | 0.42 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2012 | June 30, 2012 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 26,098 | 79 | 26,177 | 49,503 | 205 | 49,708 | ||||||||||||||
Total revenues | 296,493 | 79 | 296,572 | 587,791 | 205 | 587,996 | ||||||||||||||
Other senior living operating expenses | 63,797 | 440 | 64,237 | 128,057 | 860 | 128,917 | ||||||||||||||
Costs incurred on behalf of managed communities | 26,098 | 79 | 26,177 | 49,503 | 205 | 49,708 | ||||||||||||||
General and administrative | 15,434 | 25 | 15,459 | 30,933 | -23 | 30,910 | ||||||||||||||
Total operating expenses | 285,850 | 544 | 286,394 | 574,003 | 1,042 | 575,045 | ||||||||||||||
Operating income | 10,643 | -465 | 10,178 | 13,788 | -837 | 12,951 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 9,317 | -465 | 8,852 | 11,240 | -837 | 10,403 | ||||||||||||||
Provision for income taxes | -3,817 | 184 | -3,633 | -4,618 | 331 | -4,287 | ||||||||||||||
Income from continuing operations | 5,576 | -281 | 5,295 | 6,743 | -506 | 6,237 | ||||||||||||||
Net income | $ | 4,910 | $ | -281 | $ | 4,629 | $ | 5,382 | $ | -506 | $ | 4,876 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.12 | $ | -0.01 | $ | 0.11 | $ | 0.14 | $ | -0.01 | $ | 0.13 | ||||||||
Discontinued operations | -0.02 | — | -0.02 | -0.03 | — | -0.03 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.10 | $ | -0.01 | $ | 0.09 | $ | 0.11 | $ | -0.01 | $ | 0.10 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.11 | $ | -0.01 | $ | 0.10 | $ | 0.14 | $ | -0.01 | $ | 0.13 | ||||||||
Discontinued operations | -0.01 | — | -0.01 | -0.03 | — | -0.03 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.10 | $ | -0.01 | $ | 0.09 | $ | 0.11 | $ | -0.01 | $ | 0.10 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 23,405 | 126 | 23,531 | |||||||||||||||||
Total revenues | 291,298 | 126 | 291,424 | |||||||||||||||||
Other senior living operating expenses | 64,260 | 420 | 64,680 | |||||||||||||||||
Costs incurred on behalf of managed communities | 23,405 | 126 | 23,531 | |||||||||||||||||
General and administrative | 15,499 | -48 | 15,451 | |||||||||||||||||
Total operating expenses | 288,153 | 498 | 288,651 | |||||||||||||||||
Operating income | 3,145 | -372 | 2,773 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 1,923 | -372 | 1,551 | |||||||||||||||||
Provision for income taxes | -801 | 147 | -654 | |||||||||||||||||
Income from continuing operations | 1,167 | -225 | 942 | |||||||||||||||||
Net income | $ | 472 | $ | -225 | $ | 247 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | — | $ | 0.02 | ||||||||||||||
Discontinued operations | -0.01 | — | -0.01 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.01 | $ | — | $ | 0.01 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | — | $ | 0.02 | ||||||||||||||
Discontinued operations | -0.01 | — | -0.01 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.01 | $ | — | $ | 0.01 | ||||||||||||||
| | | | | | | | | | |
Revisions_to_Prior_Period_Fina
Revisions to Prior Period Financial Statements | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Revisions to Prior Period Financial Statements | ' | |||||||||||||||||||
Revisions to Prior Period Financial Statements | ' | |||||||||||||||||||
17. Revisions to Prior Period Financial Statements | ||||||||||||||||||||
We identified errors related to our accounts payable and certain other errors for the years ended December 31, 2012 and 2011 and prior periods. The accounts payable errors related to certain obligations that we had incurred but not identified in a timely manner. A portion of the obligations not identified timely related to managed communities and, therefore, the errors also affected, in equal amounts, our due from related persons asset balance, revenue from reimbursed costs incurred on behalf of managed communities and expense from reimbursed costs incurred on behalf of managed communities for the applicable periods. | ||||||||||||||||||||
The errors also affected the (provision) benefit for income taxes in each year. In 2011, the release of our valuation allowance increased $867 related to the errors from prior periods. | ||||||||||||||||||||
In accordance with the guidance in the FASB ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, we concluded that our previously issued consolidated financial statements for the years ended December 31, 2012 and 2011 and prior periods were not materially misstated as a result of these errors, but that the cumulative effect of these errors, if recorded in 2013, would be material to our consolidated financial statements for the year ended December 31, 2013. As such, we revised our previously reported consolidated financial statements for the periods ended December 31, 2012 and 2011 presented in this Annual Report on Form 10-K, and reduced the 2011 opening shareholders' equity balance by $2,354, to correct for these errors. We also revised the quarterly periods in 2013 and 2012. See Note 16 "Selected Quarterly Financial Data (Unaudited)" for the impact of the revisions on each of the applicable interim prior periods. | ||||||||||||||||||||
These errors had no impact on our cash flows from operating, investing or financing activities. The following tables set forth the effect of the revisions on each of the individual affected line items in our consolidated financial statements: | ||||||||||||||||||||
Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | $ | 126,995 | $ | 661 | $ | 127,656 | $ | 20,552 | $ | 415 | $ | 20,967 | ||||||||
Total revenues | 1,207,145 | 661 | 1,207,806 | 1,060,187 | 415 | 1,060,602 | ||||||||||||||
Other senior living operating expenses | 259,749 | 2,000 | 261,749 | 249,491 | (944 | ) | 248,547 | |||||||||||||
Costs incurred on behalf of managed communities | 126,995 | 661 | 127,656 | 20,552 | 415 | 20,967 | ||||||||||||||
General and administrative | 61,777 | 40 | 61,817 | 57,443 | 97 | 57,540 | ||||||||||||||
Total operating expenses | 1,182,264 | 2,701 | 1,184,965 | 1,043,688 | (432 | ) | 1,043,256 | |||||||||||||
Operating income | 24,881 | (2,040 | ) | 22,841 | 16,499 | 847 | 17,346 | |||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 19,412 | (2,040 | ) | 17,372 | 16,180 | 847 | 17,027 | |||||||||||||
(Provision) benefit for income taxes | (7,904 | ) | 806 | (7,098 | ) | 57,849 | 540 | 58,389 | ||||||||||||
Income from continuing operations | 11,824 | (1,234 | ) | 10,590 | 74,168 | 1,387 | 75,555 | |||||||||||||
Net income | $ | 23,541 | $ | (1,234 | ) | $ | 22,307 | $ | 70,787 | $ | 1,387 | $ | 72,174 | |||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.25 | $ | (0.02 | ) | $ | 0.23 | $ | 1.76 | $ | 0.03 | $ | 1.79 | |||||||
Discontinued operations | 0.24 | — | 0.24 | (0.08 | ) | — | (0.08 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.49 | $ | (0.02 | ) | $ | 0.47 | $ | 1.68 | $ | 0.03 | $ | 1.71 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.25 | $ | (0.02 | ) | $ | 0.23 | $ | 1.67 | $ | 0.03 | $ | 1.7 | |||||||
Discontinued operations | 0.23 | — | 0.23 | (0.08 | ) | — | (0.08 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.48 | $ | (0.02 | ) | $ | 0.46 | $ | 1.59 | $ | 0.03 | $ | 1.62 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
As of December 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Balance Sheet data: | ||||||||||||||||||||
Due from related persons | $ | 6,881 | $ | 1,076 | $ | 7,957 | ||||||||||||||
Total current assets | 158,610 | 1,076 | 159,686 | |||||||||||||||||
Long term net deferred tax assets | 36,214 | 1,346 | 37,560 | |||||||||||||||||
Total assets | 592,569 | 2,422 | 594,991 | |||||||||||||||||
Accounts payable and accrued expenses | 66,045 | 3,603 | 69,648 | |||||||||||||||||
Due to related persons | 19,484 | 1,020 | 20,504 | |||||||||||||||||
Total current liabilities | 198,327 | 4,623 | 202,950 | |||||||||||||||||
Accumulated deficit | (44,455 | ) | (2,201 | ) | (46,656 | ) | ||||||||||||||
Total shareholders' equity | 313,554 | (2,201 | ) | 311,353 | ||||||||||||||||
Total liabilities and shareholders' equity | $ | 592,569 | $ | 2,422 | $ | 594,991 |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event | ' |
Subsequent Event | ' |
18. Subsequent Event | |
In May 2014, we acquired an assisted living community with 116 living units located in Dothan, Alabama for approximately $19,914, including the assumption of approximately $13,920 of mortgage debt and excluding closing costs. We funded this acquisition with cash on hand and borrowings under our Credit Facility. The purchase price accounting for this acquisition has not been completed yet. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||
Revisions to Prior Period Financial Statements | ' | |||||||||||||||||||
Revisions to Prior Period Financial Statements. As discussed further in Note 17, we identified errors related to our accounts payable and certain other errors for the years ended December 31, 2012 and 2011 and prior periods. The accounts payable errors related to certain obligations that we had incurred but not identified in a timely manner. A portion of the obligations not identified timely related to managed communities and, therefore, the errors also affected, in equal amounts, our due from related persons asset balance, revenue from reimbursed costs incurred on behalf of managed communities and expense from reimbursed costs incurred on behalf of managed communities for the applicable periods. | ||||||||||||||||||||
Basis of Presentation | ' | |||||||||||||||||||
Basis of Presentation. The accompanying consolidated financial statements include our accounts and those of all of our consolidated subsidiaries. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. | ||||||||||||||||||||
Use of Estimates | ' | |||||||||||||||||||
Use of Estimates. Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that may affect the amounts reported in these financial statements and related notes. Some significant estimates are included in our revenue recognition, self-insurance reserves, the allowance for doubtful accounts, goodwill and long-lived assets and contractual allowances. | ||||||||||||||||||||
We are required to estimate income taxes payable in each of the jurisdictions in which we operate. The process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax purposes. These timing differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We are required to record a valuation allowance to reduce deferred tax assets if we are not able to conclude that it is more likely than not these assets will be realized. | ||||||||||||||||||||
Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. | ||||||||||||||||||||
Earnings Per Share | ' | |||||||||||||||||||
Earnings Per Share. We calculate basic earnings per common share, or EPS, by dividing net income (and income from continuing operations and income (loss) from discontinued operations) by the weighted average number of common shares outstanding during the year. We calculate diluted EPS using the more dilutive of the two-class method or the treasury stock method. The treasury stock method adjusts the weighted average shares outstanding assuming conversion of all potentially dilutive share securities. Unvested shares issued under our equity compensation plan, or the Share Award Plan, are deemed participating securities because they participate equally in earnings with all of our other common shares. | ||||||||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||||||||
Cash and Cash Equivalents. Cash and cash equivalents, consisting of money market funds with original maturities of three months or less at the date of purchase, are carried at cost plus accrued interest, which approximates market. | ||||||||||||||||||||
Equity Method Investments | ' | |||||||||||||||||||
Equity Method Investments. As of December 31, 2013, we and seven other shareholders each owned approximately 12.5% of the outstanding equity of Affiliates Insurance Company, or AIC. Although we owned less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC as all of our Directors are also directors of AIC. Under the equity method, we recorded our percentage share of net earnings from AIC in our consolidated statements of operations. If we determine there is an "other than temporary impairment" in the fair value of this investment, we would record a charge to earnings. In evaluating the fair value of this investment, we have considered, among other things, the assets and liabilities held by AIC, AIC's overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. As of December 31, 2013, we have invested $5,209 in AIC. | ||||||||||||||||||||
On March 25, 2014, as a result of the removal, without cause, of all of the trustees of Equity Commonwealth (formerly known as CommonWealth REIT), or EQC, this shareholder of AIC underwent a change in control, as defined in the shareholders agreement among us, the other shareholders of AIC and AIC. As a result of that change in control and in accordance with the terms of the shareholders agreement, on May 9, 2014, we and those other shareholders purchased pro rata the AIC shares EQC owned. Pursuant to that purchase, we purchased approximately 3 AIC shares from EQC for $825. Following these purchases, we and the other remaining six shareholders each own approximately 14.3% of AIC. We may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we are not obligated to do so. | ||||||||||||||||||||
Investment Securities | ' | |||||||||||||||||||
Investment Securities. Investment securities that are held principally for resale in the near term are classified as "trading" and are carried at fair value with changes in fair value recorded in earnings. We did not hold any trading securities at December 31, 2013 or 2012. | ||||||||||||||||||||
Securities not classified as "trading" are classified as "available for sale" and carried at fair value, with unrealized gains and losses reported as a separate component of shareholders' equity and "other than temporary impairment" losses recorded in our consolidated statements of operations. Realized gains and losses on all available for sale securities are recognized based on specific identification. Our available for sale investments at December 31, 2013 and 2012 consisted primarily of debt securities and equities. Restricted investments are kept as security for obligations arising from our self-insurance programs. At December 31, 2013, these investments had a fair value of $31,055 and an unrealized holding gain of $1,928. At December 31, 2012, these investments had a fair value of $23,500 and an unrealized holding gain of $1,780. | ||||||||||||||||||||
In 2013, 2012 and 2011, our available for sale securities generated interest and dividend income of $693, $799 and $1,122, respectively, which is included in interest, dividend and other income in our consolidated statements of operations. | ||||||||||||||||||||
The following table summarizes the fair value and gross unrealized losses related to our "available for sale" securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the years ending: | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 7,392 | $ | 257 | $ | — | $ | — | $ | 7,392 | $ | 257 | ||||||||
December 31, 2012 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 4,052 | $ | 75 | $ | 3,268 | $ | 195 | $ | 7,320 | $ | 270 | ||||||||
We routinely evaluate our available for sale investments to determine if they have been impaired. If the book or carrying value of an investment is less than its estimated fair value and we expect that situation to continue for a more than temporary period, we will record an "other than temporary impairment" loss in our consolidated statements of operations. We estimate the fair value of our available for sale investments by reviewing each security's current market price, the ratings of the security, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an "other than temporary impairment" if the quoted market price of the security is below the security's cost basis for an extended period. However, this presumption may be overcome if there is persuasive evidence indicating the value decline is temporary in nature, such as when the operating performance of the obligor is strong or if the market price of the security is historically volatile. Additionally, there may be instances in which impairment losses are recognized even if the decline in value does not fall within the criteria described above, such as if we plan to sell the security in the near term and the fair value is below our cost basis. When we believe that a change in fair value of an available for sale security is temporary, we record a corresponding credit or charge to other comprehensive income for any unrealized gains and losses. When we determine that impairment in the fair value of an available for sale security is an "other than temporary impairment", we record a charge to earnings. We did not record such an impairment charge for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||||||
Restricted Cash | ' | |||||||||||||||||||
Restricted Cash. Restricted cash as of December 31, 2013 and 2012 includes cash that we deposited as security for obligations arising from our self-insurance programs and other amounts for which we are required to establish escrows, including: real estate taxes and capital expenditures as required by our mortgages, indemnification obligations associated with the sale of our pharmacy business and certain resident security deposits. | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Current | Long term | Current | Long term | |||||||||||||||||
Insurance reserves | $ | 3,859 | $ | 9,795 | $ | 3,053 | $ | 8,768 | ||||||||||||
Real estate taxes and capital expenditures as required by our mortgages | 1,182 | — | 2,761 | — | ||||||||||||||||
Indemnification obligations associated with the sale of our pharmacy business | 3,248 | — | — | 3,398 | ||||||||||||||||
Resident security deposits | 714 | — | 734 | — | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 9,003 | $ | 9,795 | $ | 6,548 | $ | 12,166 | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | |||||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts. We record accounts receivable at their estimated net realizable value. Included in accounts receivable as of December 31, 2013 and 2012 are amounts due from the Medicare program of $11,173 and $11,858, respectively, and amounts due from various state Medicaid programs of $10,234 and $11,345, respectively. | ||||||||||||||||||||
We estimate allowances for uncollectible amounts and contractual allowances based upon factors which include, but are not limited to, the age of the receivable and the terms of the agreements, the residents' or third party payers' stated intent to pay, the payers' financial capacity to pay and other factors which may include likelihood and cost of litigation. Accounts receivable allowances are estimates. We periodically review and revise these estimates based on new information and these revisions may be material. Our SNFs record their provision for doubtful accounts as a reduction of revenue and during 2013, 2012 and 2011 recorded a provision for doubtful accounts of $2,005, $1,346 and $1,464, respectively. Allowance for doubtful accounts consists of the following: | ||||||||||||||||||||
Balance January 1, 2011 | $ | 3,241 | ||||||||||||||||||
Provision for doubtful accounts | 4,197 | |||||||||||||||||||
Write-offs | (4,278 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2011 | 3,160 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 4,446 | |||||||||||||||||||
Write-offs | (4,814 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2012 | 2,792 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 6,412 | |||||||||||||||||||
Write-offs | (4,923 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2013 | $ | 4,281 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Deferred Finance Costs | ' | |||||||||||||||||||
Deferred Finance Costs. We capitalize issuance costs related to borrowings and amortize the deferred costs over the terms of the respective loans. Our unamortized balance of deferred finance costs was $2,077 and $3,822 at December 31, 2013 and 2012, respectively. Accumulated amortization related to deferred finance costs was $2,263 and $2,824 at December 31, 2013 and 2012, respectively. At December 31, 2013, the weighted average amortization period remaining is approximately 12 years. The amortization expenses to be incurred during the next five years as of December 31, 2013 are $1,352 in 2014, $394 in 2015, and $34 in each of 2016, 2017 and 2018. | ||||||||||||||||||||
Property and Equipment | ' | |||||||||||||||||||
Property and Equipment. Property and equipment is stated at cost, less accumulated depreciation. We record depreciation on property and equipment on a straight line basis over estimated useful lives of up to 40 years for buildings, up to 15 years for building improvements and up to seven years for personal property. We regularly evaluate whether events or changes in circumstances have occurred that could indicate impairment in the value of our long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, we determine the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. We determine estimated fair value through an evaluation of recent financial performance, recent sales of similar assets, market conditions and projected cash flows of properties using standard industry valuation techniques. | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||||||||
Goodwill and Other Intangible Assets. Goodwill represents the costs of business acquisitions in excess of the fair value of identifiable net assets acquired. We review goodwill for impairment annually during the fourth quarter, or more frequently, if events or changes in circumstances exist. If our review indicates that the carrying amount of goodwill exceeds its fair value, we reduce the carrying amount of goodwill to fair value. We evaluate goodwill for impairment at the reporting unit level, which we determined to be the operating segments we operate, by comparing the fair value of the reporting unit as determined by its discounted cash flows and market approaches, such as capitalization rates and earnings multiples, with its carrying value. The key assumptions used in the discounted cash flow analysis include future revenue growth, gross margins and our weighted average cost of capital. We select a growth rate based on our view of the growth prospect of each of our reporting units. If the carrying value of the reporting unit exceeds its fair value, we compare the implied fair value of the reporting unit's goodwill with its carrying amount to measure the amount of the potential impairment loss. | ||||||||||||||||||||
At acquisition, we estimate and record the fair value of purchased intangible assets primarily using discounted cash flow analysis of anticipated cash flows reflecting incremental revenues and/or cost savings resulting from the acquired intangible asset, reflecting market participant assumptions. Amortization of intangible assets with finite lives is recognized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. | ||||||||||||||||||||
Other intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the carrying value of the asset held for use exceeds the sum of the undiscounted expected future cash flows, the carrying value of the asset is generally written down to fair value. | ||||||||||||||||||||
Legal Proceedings and Claims | ' | |||||||||||||||||||
Legal Proceedings and Claims. We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings arising in the ordinary course of our business, some of which may involve material amounts. Also, the defense and resolution of these claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with ASC Topic 450, Contingencies, or ASC 450. Under ASC 450, loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. Occasionally, a minimum or best estimate amount may be increased or decreased when events result in a changed expectation. | ||||||||||||||||||||
In August 2014, in connection with an ongoing and routine compliance audit of medical records, we became aware of potential inadequate medical record documentation and certain other issues at one of our SNFs. We have commenced a review of these concerns that is ongoing. We have determined that a loss in connection with this matter is reasonably possible, but cannot be reasonably estimated at this time; accordingly, we have not recorded any loss for this matter at this time. | ||||||||||||||||||||
Self Insurance | ' | |||||||||||||||||||
Self-Insurance. We self-insure up to certain limits for workers' compensation, professional liability claims, automobile claims and property losses. Claims in excess of these limits are insured up to contractual limits, over which we are self-insured. We fully self-insure all health related claims for our covered employees. Determining reserves for the casualty, liability, workers' compensation and healthcare losses and costs that we have incurred as of the end of a reporting period involves significant judgments based upon our experience and our expectations of future events, including projected settlements for pending claims, known incidents that we expect may result in claims, estimates of incurred but not yet reported claims, expected changes in premiums for insurance provided by insurers whose policies provide for retroactive adjustments, estimated litigation costs and other factors. Since these reserves are based on estimates, the actual expenses we incur may differ from the amount reserved. We regularly adjust these estimates to reflect changes in the foregoing factors, our actual claims experience, recommendations from our professional consultants, changes in market conditions and other factors; it is possible that such adjustments may be material. | ||||||||||||||||||||
Continuing Care Contracts | ' | |||||||||||||||||||
Continuing Care Contracts. Residents at one of our communities may enter into continuing care contracts with us. We offer two forms of continuing care contracts to new residents at this community. One form of contract provides that 10% of the resident admission fee becomes non-refundable upon occupancy, and the remaining 90% becomes non-refundable at the rate of 1.5% per month of the original amount over the subsequent 60 months. The second form of contract provides that 30% of the resident admission fee is non-refundable upon occupancy and 70% is refundable. Three other forms of continuing care contracts are in effect for existing residents but are not offered to new residents. One historical form of contract provides that the resident admission fee is 10% non-refundable upon occupancy and 90% refundable. A second historical form of contract provides that the resident admission fee is 100% refundable. A third historical form of contract provides that the resident admission fee is 1% refundable and 99% non-refundable upon admission. In each case, we amortize the non-refundable part of these fees into revenue over the actuarially determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay refunds of our admission fees when residents relocate from our communities. We report the refundable amount of these admission fees as current liabilities and the non-refundable amount as deferred revenue, a portion of which is classified as a current liability. The balance of refundable admission fees as of December 31, 2013 and 2012 were $3,863 and $4,255, respectively. | ||||||||||||||||||||
Leases | ' | |||||||||||||||||||
Leases. On the inception date of a lease and upon any relevant amendments to such lease, we test the classification of such lease as either a capital lease or an operating lease. None of our leases have met any of the criteria to be classified as a capital lease under the Leases Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification™, or ASC, and, therefore, we have accounted for all of our leases as operating leases. | ||||||||||||||||||||
Taxes | ' | |||||||||||||||||||
Taxes. The Income Taxes Topic of the FASB ASC prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. We can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. At December 31, 2013, our tax returns filed for the 2004 through 2013 tax years are subject to examination by taxing authorities. | ||||||||||||||||||||
We pay franchise taxes in certain states in which we have operations. We have included franchise taxes in general and administrative and other senior living operating expenses in our consolidated statements of operations. | ||||||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||||||
Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, available for sale securities, accounts payable, mortgage notes payable and the Convertible Senior Notes due 2026, or the Notes. Except for our mortgage notes payable and the Notes, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2013 and 2012. We estimate the fair values using market quotes when available, discounted cash flow analysis and current prevailing interest rates. | ||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||
Revenue Recognition. We derive our revenues primarily from services to residents at our senior living communities and we record revenues when services are provided. We receive payment from governments or other third party payers for some of our services. We derived approximately 23%, 24% and 26% of our senior living revenues in 2013, 2012 and 2011, respectively, from payments under Medicare and Medicaid programs. Revenues under some of these programs are subject to audit and retroactive adjustment. | ||||||||||||||||||||
Medicare revenues from continuing operations from our senior living communities totaled $132,751, $134,254 and $149,876 during 2013, 2012 and 2011, respectively. Medicaid revenues from continuing operations from our senior living communities totaled $116,220, $118,505, and $113,822 during 2013, 2012 and 2011, respectively. | ||||||||||||||||||||
Substantially all community fees received are non-refundable and are recorded initially as deferred revenue. The deferred amounts are amortized over the life of the contract. | ||||||||||||||||||||
Reclassifications | ' | |||||||||||||||||||
Reclassifications. We have made reclassifications to the prior years' financial statements and notes to conform to the current year's presentation. These reclassifications had no effect on net income or shareholders' equity. | ||||||||||||||||||||
Recently Issued Accounting Pronouncements | ' | |||||||||||||||||||
Recently Issued Accounting Pronouncements. In February 2013, the FASB issued an accounting standards update 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, or ASU 2013-02. ASU 2013-02 sets requirements for presentation of significant items reclassified out of accumulated other comprehensive income, or AOCI, to net income in their entirety during the period and for items not reclassified in their entirety during the period, and requires companies to present information about reclassification out of AOCI in one place. ASU 2013-02 is effective for fiscal periods beginning after December 15, 2012 and the adoption of this update did not cause any material changes to the disclosures in, or presentation of, our condensed consolidated financial statements. | ||||||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. We are required to adopt ASU 2014-08 prospectively for all disposals or components of our business classified as held for sale during fiscal periods beginning after December 15, 2014 and are currently evaluating what impact, if any, its adoption will have to the presentation of our consolidated financial statements. | ||||||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09. ASU 2014-09 aims to clarify the principles for recognizing revenue by, among other things, removing inconsistencies in revenue requirements, improving comparability of revenue recognition practices across entities and industries and providing improved disclosure requirements. We are required to retrospectively adopt ASU 2014-09 for fiscal periods beginning after December 15, 2016 and are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements. | ||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||
Segment Information. We have two operating segments: senior living communities and rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of SNH independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. Our rehabilitation and wellness operating segment does not meet any of the quantitative thresholds of a reportable segment as prescribed under FASB ASC Topic 280. After the reclassification of our rehabilitation hospital business as discontinued operations, our business is comprised of one reportable segment, senior living. All of our operations and assets are located in the United States, except for the operations of our captive insurance company subsidiary, which participates in our workers' compensation, professional liability and automobile insurance programs and which is organized in the Cayman Islands. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||
Schedule of fair value and gross unrealized losses related to the entity's available for sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position | ' | |||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 7,392 | $ | 257 | $ | — | $ | — | $ | 7,392 | $ | 257 | ||||||||
December 31, 2012 | ||||||||||||||||||||
Less than 12 months | Greater than 12 months | Total | ||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | |||||||||||||||
Loss | Loss | Loss | ||||||||||||||||||
Investments | $ | 4,052 | $ | 75 | $ | 3,268 | $ | 195 | $ | 7,320 | $ | 270 | ||||||||
Schedule of restricted cash includes cash that is deposited as security for obligations arising from self insurance programs and other amounts, which are required to establish escrows, including real estate taxes and capital expenditures as required by mortgages, indemnification obligations associated with the sale of pharmacy business and certain resident security deposits | ' | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Current | Long term | Current | Long term | |||||||||||||||||
Insurance reserves | $ | 3,859 | $ | 9,795 | $ | 3,053 | $ | 8,768 | ||||||||||||
Real estate taxes and capital expenditures as required by our mortgages | 1,182 | — | 2,761 | — | ||||||||||||||||
Indemnification obligations associated with the sale of our pharmacy business | 3,248 | — | — | 3,398 | ||||||||||||||||
Resident security deposits | 714 | — | 734 | — | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Total | $ | 9,003 | $ | 9,795 | $ | 6,548 | $ | 12,166 | ||||||||||||
Schedule of allowance for doubtful accounts | ' | |||||||||||||||||||
Balance January 1, 2011 | $ | 3,241 | ||||||||||||||||||
Provision for doubtful accounts | 4,197 | |||||||||||||||||||
Write-offs | (4,278 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2011 | 3,160 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 4,446 | |||||||||||||||||||
Write-offs | (4,814 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2012 | 2,792 | |||||||||||||||||||
| | | | | ||||||||||||||||
Provision for doubtful accounts | 6,412 | |||||||||||||||||||
Write-offs | (4,923 | ) | ||||||||||||||||||
| | | | | ||||||||||||||||
Balance December 31, 2013 | $ | 4,281 | ||||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment, at cost | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Land | $ | 22,214 | $ | 21,714 | ||||
Buildings and improvements | 286,467 | 277,330 | ||||||
Furniture, fixtures and equipment | 114,765 | 103,707 | ||||||
| | | | | | | | |
423,446 | 402,751 | |||||||
Accumulated depreciation | (83,170 | ) | (65,257 | ) | ||||
| | | | | | | | |
$ | 340,276 | $ | 337,494 | |||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Other Intangible Assets | ' | |||||||
Schedule of the changes in the carrying amount of goodwill and other intangible assets | ' | |||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
Goodwill | $ | 25,344 | $ | 25,473 | ||||
Other intangible assets, net of accumulated amortization of $3,001 and $1,829, respectively | 1,063 | 2,235 | ||||||
| | | | | | | | |
$ | 26,407 | $ | 27,708 | |||||
| | | | | | | | |
| | | | | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Income Taxes | ' | |||||||||||||
Schedule of deferred tax assets and liabilities | ' | |||||||||||||
2013 | 2012 | |||||||||||||
Current deferred tax assets: | ||||||||||||||
Continuing care contracts | $ | 134 | $ | 607 | ||||||||||
Allowance for doubtful accounts | 2,376 | 1,559 | ||||||||||||
Deferred gains on sale lease back transactions | 1,383 | 1,278 | ||||||||||||
Insurance reserves | 1,188 | 1,015 | ||||||||||||
Tax credits | 352 | 465 | ||||||||||||
Tax loss carry forwards | 6,679 | 9,190 | ||||||||||||
Other | 1,746 | 1,220 | ||||||||||||
| | | | | | | | |||||||
Total current deferred tax assets before valuation allowance | 13,858 | 15,334 | ||||||||||||
Valuation allowance: | (454 | ) | (297 | ) | ||||||||||
| | | | | | | | |||||||
Total current deferred tax assets | 13,404 | 15,037 | ||||||||||||
| | | | | | | | |||||||
Non-current deferred tax assets: | ||||||||||||||
Continuing care contracts | 592 | 228 | ||||||||||||
Deferred gains on sale lease back transactions | 735 | 981 | ||||||||||||
Insurance reserves | 2,880 | 2,919 | ||||||||||||
Tax credits | 14,883 | 11,264 | ||||||||||||
Tax loss carry forwards | 32,139 | 26,592 | ||||||||||||
Impairment of securities | 470 | 501 | ||||||||||||
Depreciable assets | 5,990 | — | ||||||||||||
Other | 1,054 | 1,431 | ||||||||||||
| | | | | | | | |||||||
Total non-current deferred tax assets before valuation allowance | 58,743 | 43,916 | ||||||||||||
Valuation allowance: | (3,149 | ) | (1,891 | ) | ||||||||||
| | | | | | | | |||||||
Total non-current deferred tax assets | 55,594 | 42,025 | ||||||||||||
| | | | | | | | |||||||
Current deferred tax liabilities: | ||||||||||||||
Employee stock grants | (115 | ) | (130 | ) | ||||||||||
Non-current deferred tax liabilities: | ||||||||||||||
Depreciable assets | — | (1,674 | ) | |||||||||||
Lease expense | (11,401 | ) | (696 | ) | ||||||||||
Goodwill | (1,173 | ) | (1,087 | ) | ||||||||||
Identifiable intangibles/other liabilities | (1,190 | ) | (1,008 | ) | ||||||||||
| | | | | | | | |||||||
Total non-current deferred tax liabilities | (13,764 | ) | (4,465 | ) | ||||||||||
| | | | | | | | |||||||
Net deferred tax asset | $ | 55,119 | $ | 52,467 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of movement in valuation allowance | ' | |||||||||||||
Balance at | Amounts | Amounts | Balance at | |||||||||||
Beginning of | Charged/ | Charged Off, | End of Period | |||||||||||
Period | (Credited) To | Net of Recoveries | ||||||||||||
Expense | ||||||||||||||
Year Ended December 31, 2011 | $ | 59,238 | $ | (55,875 | ) | $ | — | $ | 3,363 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year Ended December 31, 2012 | $ | 3,363 | $ | (1,175 | ) | $ | — | $ | 2,188 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Year Ended December 31, 2013 | $ | 2,188 | $ | 1,415 | $ | — | $ | 3,603 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of provision (benefit) for income taxes from continuing operations | ' | |||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Current tax provision: | ||||||||||||||
State | $ | 1,141 | $ | 1,183 | $ | 1,047 | ||||||||
| | | | | | | | | | | ||||
Total current tax provision | 1,141 | 1,183 | 1,047 | |||||||||||
Deferred tax (benefit) provision: | ||||||||||||||
Federal | (1,042 | ) | 4,775 | (44,384 | ) | |||||||||
State | 1,817 | 1,140 | (15,052 | ) | ||||||||||
| | | | | | | | | | | ||||
Total deferred tax provision (benefit) | 775 | 5,915 | (59,436 | ) | ||||||||||
| | | | | | | | | | | ||||
Total tax provision (benefit) | $ | 1,916 | $ | 7,098 | $ | (58,389 | ) | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of difference between effective tax (benefit) rate on continuing operations and the U.S. Federal statutory income tax (benefit) rate | ' | |||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Taxes at statutory U.S. federal income tax rate | 35.0% | 35.0% | 35.0% | |||||||||||
State and local income taxes, net of federal tax benefit | 35.9% | 8.7% | -12.90% | |||||||||||
Tax credits | -42.10% | -4.20% | -15.70% | |||||||||||
Change in valuation allowance | 2.6% | 0.1% | -348.10% | |||||||||||
Nondeductible meals and entertainment | 1.7% | 0.5% | 0.5% | |||||||||||
Nondeductible penalties | 1.7% | 0.7% | 1.0% | |||||||||||
Dividend received deduction | -1.10% | -0.80% | -0.90% | |||||||||||
Executive compensation | 1.6% | 0.3% | 0.0% | |||||||||||
Stock-based compensation | 0.6% | 0.1% | -1.20% | |||||||||||
Other differences, net | -0.20% | -0.30% | 2.2% | |||||||||||
| | | | | | | | | | | ||||
Effective tax rate | 35.7% | 40.1% | -340.10% | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | |||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Unrecognized tax benefits at January 1 | $ | 1,086 | $ | 893 | $ | — | ||||||||
Additions for tax positions of prior years | — | — | 717 | |||||||||||
Additions for tax positions of current year | 159 | 193 | 176 | |||||||||||
| | | | | | | | | | | ||||
Unrecognized tax benefits at December 31 | $ | 1,245 | $ | 1,086 | $ | 893 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||||||||||||||
Schedule of reconciliation of income from continuing operations and income (loss) from discontinued operations and the number of common shares used in the computations of diluted EPS | ' | ||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||
Income | Shares | Per | Income | Shares | Per | Income | Shares | Per | |||||||||||||||||||||
(loss) | Share | (loss) | Share | (loss) | Share | ||||||||||||||||||||||||
Income from continuing operations | $ | 3,449 | 48,277 | $ | 0.07 | $ | 10,590 | 47,952 | $ | 0.23 | $ | 75,555 | 42,161 | $ | 1.79 | ||||||||||||||
Effect of the Notes | 344 | 986 | 677 | 2,182 | 962 | 2,873 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income from continuing operations | $ | 3,449 | 48,277 | $ | 0.07 | $ | 10,590 | 50,134 | $ | 0.23 | $ | 76,517 | 45,034 | $ | 1.70 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income (loss) from discontinued operations | $ | -5,789 | 48,277 | $ | -0.12 | $ | 11,717 | 50,134 | $ | 0.23 | $ | -3,381 | 45,034 | $ | -0.08 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair_Values_of_Assets_and_Liab1
Fair Values of Assets and Liabilities (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Fair Values of Assets and Liabilities | ' | |||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on a recurring and non recurring basis, categorized by the level of inputs used in the valuation of each asset | ' | |||||||||||||||||||||||||
As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||
Description | Total | Quoted Prices in | Significant Other | Significant | Total | Quoted Prices in | Significant Other | Significant | ||||||||||||||||||
Active Markets | Observable | Unobservable | Active Markets | Observable | Unobservable | |||||||||||||||||||||
for Identical | Inputs | Inputs | for Identical | Inputs | Inputs | |||||||||||||||||||||
Assets | (Level 2) | (Level 3) | Assets | (Level 2) | (Level 3) | |||||||||||||||||||||
(Level 1) | (Level 1) | |||||||||||||||||||||||||
Cash equivalents(1) | $ | 14,866 | $ | 14,866 | $ | — | $ | — | $ | 22,149 | $ | 22,149 | $ | — | $ | — | ||||||||||
Available for sale securities:(2) | ||||||||||||||||||||||||||
Equity securities | ||||||||||||||||||||||||||
Financial services industry | 3,668 | 3,668 | — | — | 6,025 | 6,025 | — | — | ||||||||||||||||||
REIT industry | 704 | 704 | — | — | 484 | 484 | — | — | ||||||||||||||||||
Other | 3,875 | 3,875 | — | — | 775 | 775 | — | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total equity securities | 8,247 | 8,247 | — | — | 7,284 | 7,284 | — | — | ||||||||||||||||||
Debt securities | ||||||||||||||||||||||||||
International bond fund(3) | 2,329 | — | 2,329 | — | 2,345 | — | 2,345 | — | ||||||||||||||||||
High yield fund(4) | 2,309 | — | 2,309 | — | 2,168 | — | 2,168 | — | ||||||||||||||||||
Industrial bonds | 5,234 | — | 5,234 | — | 5,186 | — | 5,186 | — | ||||||||||||||||||
Government bonds | 7,075 | 4,558 | 2,517 | — | 4,666 | 4,666 | — | — | ||||||||||||||||||
Financial bonds | 1,154 | — | 1,154 | — | 982 | — | 982 | — | ||||||||||||||||||
Other | 4,706 | — | 4,706 | — | 869 | — | 869 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total debt securities | 22,807 | 4,558 | 18,249 | — | 16,216 | 4,666 | 11,550 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total available for sale securities | 31,054 | 12,805 | 18,249 | — | 23,500 | 11,950 | 11,550 | — | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | $ | 45,920 | $ | 27,671 | $ | 18,249 | $ | — | $ | 45,649 | $ | 34,099 | $ | 11,550 | $ | — | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
-1 | ||||||||||||||||||||||||||
Cash equivalents, consisting of money market funds held principally for obligations arising from our self-insurance programs. | ||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||
Investments in available for sale securities are reported on our balance sheet as current and long term investments in available for sale securities and are reported at fair value of $19,150 and $11,905, respectively, at December 31, 2013 and $12,920 and $10,580, respectively, at December 31, 2012. Our investments in available for sale securities had amortized costs of $29,127 and $21,720 as of December 31, 2013 and 2012, respectively, had unrealized gains of $2,185 and $2,050 as of December 31, 2013 and 2012, respectively, and had unrealized losses of $257 and $270 as of December 31, 2013 and 2012, respectively. At December 31, 2013, 36 of the securities we hold, with a fair value of $7,392, have been in a loss position for less than 12 months and none of the securities we hold have been in a loss position for greater than 12 months. We do not believe these securities are impaired primarily because they have not been in a loss position for an extended period of time, the financial conditions of the issuers of these securities remain strong with solid fundamentals, we intend to hold these securities until recovery and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2013 and 2012, we received gross proceeds of $6,285 and $4,163, respectively, in connection with the sales of available for sale securities and recorded gross realized gains totaling $329 and $63, respectively, and gross realized losses totaling $334 and $82, respectively. | ||||||||||||||||||||||||||
-3 | ||||||||||||||||||||||||||
The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund's investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of U.S. dollar investment grade fixed income securities. There are no unfunded commitments and the investment can be redeemed weekly. | ||||||||||||||||||||||||||
-4 | ||||||||||||||||||||||||||
The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund's investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of primarily fixed income securities issued by companies with below investment grade ratings. There are no unfunded commitments and the investment can be redeemed weekly. | ||||||||||||||||||||||||||
Indebtedness_Tables
Indebtedness (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Indebtedness | ' | |||||||||||||
Schedule of principal payments due under the terms of mortgages (including mortgages included in discontinued operations) | ' | |||||||||||||
2014 | $ | 1,159 | ||||||||||||
2015 | 1,230 | |||||||||||||
2016 | 1,306 | |||||||||||||
2017 | 1,387 | |||||||||||||
2018 | 1,472 | |||||||||||||
Thereafter | 31,066 | |||||||||||||
| | | | | ||||||||||
$ | 37,620 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Mortgage notes | ' | |||||||||||||
Indebtedness | ' | |||||||||||||
Summary of mortgage notes | ' | |||||||||||||
Balance as of | Effective | Cash | Maturity Date | Monthly | ||||||||||
December 31, 2013 | Interest Rate | Interest Rate | Payment | |||||||||||
$ | 19,083 | 6.64% | 5.86% | Jun-23 | $ | 123 | ||||||||
6,312 | 8.99% | 5.46% | Feb-25 | 63 | ||||||||||
2,858 | 6.36% | 6.70% | Sep-28 | 25 | ||||||||||
9,367 | 6.20% | 6.70% | Sep-32 | 72 | ||||||||||
| | | | | | | | | | | | | | |
$ | 37,620 | 6.90%(1) | 6.07%(1) | $ | 283 | |||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Weighted average interest rate. | ||||||||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Leases | ' | ||||||||||||
Summary of real property leases (including with respect to 10 senior living communities which the entity has classified as discontinued operations) | ' | ||||||||||||
Number of | Annual | Initial expiration date | Renewal terms | ||||||||||
properties | minimum rent | ||||||||||||
as of | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
1 | Lease No. 1 for SNFs and independent and assisted living communities(1) | 90 | $ | 58,726 | December 31, 2024 | Two 15-year renewal options. | |||||||
2 | Lease No. 2 for SNFs and independent and assisted living communities | 51 | 62,461 | June 30, 2026 | Two 10-year renewal options. | ||||||||
3 | Lease No. 3 for independent and assisted living communities(2) | 17 | 34,205 | December 31, 2028 | Two 15-year renewal options. | ||||||||
4 | Lease No. 4 for SNFs and independent and assisted living communities(3) | 29 | 34,743 | April 30, 2017 | Two 15-year renewal options. | ||||||||
5 | One HCP lease | 4 | 2,500 | April 30, 2028 | One 10-year renewal option. | ||||||||
| | | | | | | | | | | | | |
Totals | 191 | $ | 192,635 | ||||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
-1 | |||||||||||||
Lease No. 1 is comprised of three separate leases. Two of these three leases exist to accommodate mortgage financings in effect at the time SNH acquired the properties; we have agreed with SNH to combine all three of these leases into one lease as and when these mortgage financings are paid. | |||||||||||||
-2 | |||||||||||||
Lease No. 3 exists to accommodate certain mortgage financing by SNH. | |||||||||||||
-3 | |||||||||||||
Lease No. 4 is comprised of two separate leases. One of these two leases exists to accommodate mortgage obligations in effect at the time SNH acquired the property; we have agreed with SNH to combine both of these leases into one lease when the mortgage financing is paid. We and SNH have entered into an amendment to Lease No. 4 pursuant to which we and SNH added a third option for us to extend the term of Lease No. 4 from May 1, 2047 to April 30, 2062. In addition, we exercised the first of our existing options to extend the term of Lease No. 4, extending the term from April 30, 2017 to April 30, 2032. | |||||||||||||
Schedule of future minimum rents | ' | ||||||||||||
The future minimum rents required by our leases as of December 31, 2013, are as follows: | |||||||||||||
2014 | $ | 192,667 | |||||||||||
2015 | 192,718 | ||||||||||||
2016 | 192,769 | ||||||||||||
2017 | 169,661 | ||||||||||||
2018 | 158,133 | ||||||||||||
Thereafter | 1,191,240 | ||||||||||||
| | | | | |||||||||
$ | 2,097,188 | ||||||||||||
| | | | | |||||||||
| | | | | |||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Discontinued Operations | ' | ||||||||||
Summary of the operating results of discontinued operations included in the financial statements | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Revenues | $ | 151,600 | $ | 213,020 | $ | 251,604 | |||||
Expenses | -154,578 | -218,565 | -253,430 | ||||||||
Impairment on discontinued assets | -4,153 | -644 | -4,358 | ||||||||
Benefit (provision) for income taxes | 3,539 | -5,441 | 2,803 | ||||||||
(Loss) gain on sale | -2,197 | 23,347 | — | ||||||||
| | | | | | | | | | | |
Net (loss) income | $ | (5,789) | $ | 11,717 | $ | (3,381) | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||||||
Summary of unaudited quarterly results of operations | ' | |||||||||||||||||||
2013 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
Revenues | $ | 323,852 | $ | 323,447 | $ | 324,263 | $ | 325,225 | ||||||||||||
Operating income (loss) | 3,668 | 5,711 | 2,354 | -1,471 | ||||||||||||||||
Net income (loss) from continuing operations | 3,193 | 2,955 | 625 | -3,324 | ||||||||||||||||
Net income (loss) | 2,392 | 1,456 | -758 | -5,430 | ||||||||||||||||
Net income (loss) per common share—Basic | $ | 0.05 | $ | 0.03 | $ | -0.02 | $ | -0.11 | ||||||||||||
Net income (loss) per common share—Diluted | $ | 0.05 | $ | 0.03 | $ | -0.02 | $ | -0.11 | ||||||||||||
2012 | ||||||||||||||||||||
First | Second | Third | Fourth | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
Revenues | $ | 291,424 | $ | 296,572 | $ | 297,341 | $ | 322,469 | ||||||||||||
Operating income | 2,773 | 10,178 | 4,887 | 5,003 | ||||||||||||||||
Net income from continuing operations | 942 | 5,295 | 2,730 | 1,623 | ||||||||||||||||
Net income | 247 | 4,629 | 15,855 | 1,576 | ||||||||||||||||
Net income per common share—Basic | $ | 0.01 | $ | 0.09 | $ | 0.33 | $ | 0.04 | ||||||||||||
Net income per common share—Diluted | $ | 0.01 | $ | 0.09 | $ | 0.32 | $ | 0.03 | ||||||||||||
Summary of the impact of errors in interim statements of operations | ' | |||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2013 | September 30, 2013 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 269,839 | $ | 6 | $ | 269,845 | $ | 807,906 | $ | 78 | $ | 807,984 | ||||||||
Reimbursed costs incurred on behalf of managed communities | 51,983 | 145 | 52,128 | 156,194 | 511 | 156,705 | ||||||||||||||
Total revenues | 324,112 | 151 | 324,263 | 970,973 | 589 | 971,562 | ||||||||||||||
Senior living wages and benefits | 130,824 | 202 | 131,026 | 393,641 | 668 | 394,309 | ||||||||||||||
Other senior living operating expenses | 68,227 | -285 | 67,942 | 200,317 | -2,077 | 198,240 | ||||||||||||||
Costs incurred on behalf of managed communities | 51,983 | 145 | 52,128 | 156,194 | 511 | 156,705 | ||||||||||||||
General and administrative | 15,081 | 253 | 15,334 | 45,664 | 185 | 45,849 | ||||||||||||||
Total operating expenses | 321,594 | 315 | 321,909 | 960,542 | -713 | 959,829 | ||||||||||||||
Operating income | 2,518 | -164 | 2,354 | 10,431 | 1,302 | 11,733 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 889 | -164 | 725 | 6,328 | 1,302 | 7,630 | ||||||||||||||
Provision for income taxes | -226 | 62 | -164 | -582 | -494 | -1,076 | ||||||||||||||
Income from continuing operations | 727 | -102 | 625 | 5,965 | 808 | 6,773 | ||||||||||||||
Loss from discontinued operations | -925 | -458 | -1,383 | -3,225 | -458 | -3,683 | ||||||||||||||
Net (loss) income | $ | -198 | $ | -560 | $ | -758 | $ | 2,740 | $ | 350 | $ | 3,090 | ||||||||
Basic (loss) income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | -0.01 | $ | 0.01 | $ | 0.12 | $ | 0.02 | $ | 0.14 | ||||||||
Discontinued operations | -0.02 | -0.01 | -0.03 | -0.06 | -0.01 | -0.07 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share—basic | $ | — | $ | -0.02 | $ | -0.02 | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted (loss) income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | -0.01 | $ | 0.01 | $ | 0.12 | $ | 0.02 | $ | 0.14 | ||||||||
Discontinued operations | -0.02 | -0.01 | -0.03 | -0.06 | -0.01 | -0.07 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share—diluted | $ | — | $ | -0.02 | $ | -0.02 | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 268,827 | $ | 6 | $ | 268,833 | $ | 538,067 | $ | 72 | $ | 538,139 | ||||||||
Reimbursed costs incurred on behalf of managed communities | 52,153 | 180 | 52,333 | 104,211 | 366 | 104,577 | ||||||||||||||
Total revenues | 323,261 | 186 | 323,447 | 646,861 | 438 | 647,299 | ||||||||||||||
Senior living wages and benefits | 130,390 | 247 | 130,637 | 262,817 | 466 | 263,283 | ||||||||||||||
Other senior living operating expenses | 65,752 | -909 | 64,843 | 132,090 | -1,792 | 130,298 | ||||||||||||||
Costs incurred on behalf of managed communities | 52,153 | 180 | 52,333 | 104,211 | 366 | 104,577 | ||||||||||||||
General and administrative | 15,451 | -392 | 15,059 | 30,583 | -68 | 30,515 | ||||||||||||||
Total operating expenses | 318,610 | -874 | 317,736 | 638,948 | -1,028 | 637,920 | ||||||||||||||
Operating income | 4,651 | 1,060 | 5,711 | 7,913 | 1,466 | 9,379 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 3,349 | 1,060 | 4,409 | 5,439 | 1,466 | 6,905 | ||||||||||||||
Provision for income taxes | -1,131 | -402 | -1,533 | -356 | -556 | -912 | ||||||||||||||
Income from continuing operations | 2,297 | 658 | 2,955 | 5,238 | 910 | 6,148 | ||||||||||||||
Net income | $ | 798 | $ | 658 | $ | 1,456 | $ | 2,938 | $ | 910 | $ | 3,848 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.01 | $ | 0.06 | $ | 0.11 | $ | 0.02 | $ | 0.13 | ||||||||
Discontinued operations | -0.03 | — | -0.03 | -0.05 | — | -0.05 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.02 | $ | 0.01 | $ | 0.03 | $ | 0.06 | $ | 0.02 | $ | 0.08 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.01 | $ | 0.06 | $ | 0.11 | $ | 0.02 | $ | 0.13 | ||||||||
Discontinued operations | -0.03 | — | -0.03 | -0.05 | — | -0.05 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.02 | $ | 0.01 | $ | 0.03 | $ | 0.06 | $ | 0.02 | $ | 0.08 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Senior living revenue | $ | 269,240 | $ | 66 | $ | 269,306 | ||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 52,058 | 186 | 52,244 | |||||||||||||||||
Total revenues | 323,600 | 252 | 323,852 | |||||||||||||||||
Senior living wages and benefits | 132,427 | 219 | 132,646 | |||||||||||||||||
Other senior living operating expenses | 66,338 | -883 | 65,455 | |||||||||||||||||
Costs incurred on behalf of managed communities | 52,058 | 186 | 52,244 | |||||||||||||||||
General and administrative | 15,132 | 324 | 15,456 | |||||||||||||||||
Total operating expenses | 320,338 | -154 | 320,184 | |||||||||||||||||
Operating income | 3,262 | 406 | 3,668 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 2,090 | 406 | 2,496 | |||||||||||||||||
Benefit for income taxes | 775 | -154 | 621 | |||||||||||||||||
Income from continuing operations | 2,941 | 252 | 3,193 | |||||||||||||||||
Net income | $ | 2,140 | $ | 252 | $ | 2,392 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||||||||
Discontinued operations | -0.02 | — | -0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.04 | $ | 0.01 | $ | 0.05 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | 0.01 | $ | 0.07 | ||||||||||||||
Discontinued operations | -0.02 | — | -0.02 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.04 | $ | 0.01 | $ | 0.05 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Three Months Ended | ||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | $ | 50,245 | $ | 284 | $ | 50,529 | ||||||||||||||
Total revenues | 322,185 | 284 | 322,469 | |||||||||||||||||
Other senior living operating expenses | 67,113 | 580 | 67,693 | |||||||||||||||||
Costs incurred on behalf of managed communities | 50,245 | 284 | 50,529 | |||||||||||||||||
General and administrative | 16,197 | 32 | 16,229 | |||||||||||||||||
Total operating expenses | 316,570 | 896 | 317,466 | |||||||||||||||||
Operating income | 5,615 | -612 | 5,003 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 4,294 | -612 | 3,682 | |||||||||||||||||
Provision for income taxes | -2,381 | 242 | -2,139 | |||||||||||||||||
Income from continuing operations | 1,993 | -370 | 1,623 | |||||||||||||||||
Net income | $ | 1,946 | $ | -370 | $ | 1,576 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.04 | $ | — | $ | 0.04 | ||||||||||||||
Discontinued operations | — | — | — | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.04 | $ | — | $ | 0.04 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.04 | $ | -0.01 | $ | 0.03 | ||||||||||||||
Discontinued operations | — | — | — | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.04 | $ | -0.01 | $ | 0.03 | ||||||||||||||
| | | | | | | | | | | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, 2012 | September 30, 2012 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously Reported | Revised | |||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 27,247 | 172 | 27,419 | 76,750 | 377 | 77,127 | ||||||||||||||
Total revenues | 297,169 | 172 | 297,341 | 884,960 | 377 | 885,337 | ||||||||||||||
Other senior living operating expenses | 64,579 | 560 | 65,139 | 192,636 | 1,420 | 194,056 | ||||||||||||||
Costs incurred on behalf of managed communities | 27,247 | 172 | 27,419 | 76,750 | 377 | 77,127 | ||||||||||||||
General and administrative | 14,647 | 31 | 14,678 | 45,580 | 8 | 45,588 | ||||||||||||||
Total operating expenses | 291,691 | 763 | 292,454 | 865,694 | 1,805 | 867,499 | ||||||||||||||
Operating income | 5,478 | -591 | 4,887 | 19,266 | -1,428 | 17,838 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 3,878 | -591 | 3,287 | 15,118 | -1,428 | 13,690 | ||||||||||||||
Provision for income taxes | -905 | 233 | -672 | -5,523 | 564 | -4,959 | ||||||||||||||
Income from continuing operations | 3,088 | -358 | 2,730 | 9,831 | -864 | 8,967 | ||||||||||||||
Net income | $ | 16,213 | $ | -358 | $ | 15,855 | $ | 21,595 | $ | -864 | $ | 20,731 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | -0.01 | $ | 0.05 | $ | 0.21 | $ | -0.02 | $ | 0.19 | ||||||||
Discontinued operations | 0.28 | — | 0.28 | 0.24 | — | 0.24 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.34 | $ | -0.01 | $ | 0.33 | $ | 0.45 | $ | -0.02 | $ | 0.43 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.06 | $ | -0.01 | $ | 0.05 | $ | 0.21 | $ | -0.02 | $ | 0.19 | ||||||||
Discontinued operations | 0.27 | — | 0.27 | 0.23 | — | 0.23 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.33 | $ | -0.01 | $ | 0.32 | $ | 0.44 | $ | -0.02 | $ | 0.42 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2012 | June 30, 2012 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 26,098 | 79 | 26,177 | 49,503 | 205 | 49,708 | ||||||||||||||
Total revenues | 296,493 | 79 | 296,572 | 587,791 | 205 | 587,996 | ||||||||||||||
Other senior living operating expenses | 63,797 | 440 | 64,237 | 128,057 | 860 | 128,917 | ||||||||||||||
Costs incurred on behalf of managed communities | 26,098 | 79 | 26,177 | 49,503 | 205 | 49,708 | ||||||||||||||
General and administrative | 15,434 | 25 | 15,459 | 30,933 | -23 | 30,910 | ||||||||||||||
Total operating expenses | 285,850 | 544 | 286,394 | 574,003 | 1,042 | 575,045 | ||||||||||||||
Operating income | 10,643 | -465 | 10,178 | 13,788 | -837 | 12,951 | ||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 9,317 | -465 | 8,852 | 11,240 | -837 | 10,403 | ||||||||||||||
Provision for income taxes | -3,817 | 184 | -3,633 | -4,618 | 331 | -4,287 | ||||||||||||||
Income from continuing operations | 5,576 | -281 | 5,295 | 6,743 | -506 | 6,237 | ||||||||||||||
Net income | $ | 4,910 | $ | -281 | $ | 4,629 | $ | 5,382 | $ | -506 | $ | 4,876 | ||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.12 | $ | -0.01 | $ | 0.11 | $ | 0.14 | $ | -0.01 | $ | 0.13 | ||||||||
Discontinued operations | -0.02 | — | -0.02 | -0.03 | — | -0.03 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.10 | $ | -0.01 | $ | 0.09 | $ | 0.11 | $ | -0.01 | $ | 0.10 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.11 | $ | -0.01 | $ | 0.10 | $ | 0.14 | $ | -0.01 | $ | 0.13 | ||||||||
Discontinued operations | -0.01 | — | -0.01 | -0.03 | — | -0.03 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.10 | $ | -0.01 | $ | 0.09 | $ | 0.11 | $ | -0.01 | $ | 0.10 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Statement of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | 23,405 | 126 | 23,531 | |||||||||||||||||
Total revenues | 291,298 | 126 | 291,424 | |||||||||||||||||
Other senior living operating expenses | 64,260 | 420 | 64,680 | |||||||||||||||||
Costs incurred on behalf of managed communities | 23,405 | 126 | 23,531 | |||||||||||||||||
General and administrative | 15,499 | -48 | 15,451 | |||||||||||||||||
Total operating expenses | 288,153 | 498 | 288,651 | |||||||||||||||||
Operating income | 3,145 | -372 | 2,773 | |||||||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 1,923 | -372 | 1,551 | |||||||||||||||||
Provision for income taxes | -801 | 147 | -654 | |||||||||||||||||
Income from continuing operations | 1,167 | -225 | 942 | |||||||||||||||||
Net income | $ | 472 | $ | -225 | $ | 247 | ||||||||||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | — | $ | 0.02 | ||||||||||||||
Discontinued operations | -0.01 | — | -0.01 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—basic | $ | 0.01 | $ | — | $ | 0.01 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.02 | $ | — | $ | 0.02 | ||||||||||||||
Discontinued operations | -0.01 | — | -0.01 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Net income per share—diluted | $ | 0.01 | $ | — | $ | 0.01 | ||||||||||||||
| | | | | | | | | | |
Revisions_to_Prior_Period_Fina1
Revisions to Prior Period Financial Statements (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Revisions to Prior Period Financial Statements | ' | |||||||||||||||||||
Schedule of effect of the revisions on each of the individual affected line items in our consolidated financial statements | ' | |||||||||||||||||||
Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||||||||||||||||
As | Adjustments | As | As | Adjustments | As | |||||||||||||||
Previously | Revised | Previously | Revised | |||||||||||||||||
Reported | Reported | |||||||||||||||||||
Consolidated Statements of Operations data: | ||||||||||||||||||||
Reimbursed costs incurred on behalf of managed communities | $ | 126,995 | $ | 661 | $ | 127,656 | $ | 20,552 | $ | 415 | $ | 20,967 | ||||||||
Total revenues | 1,207,145 | 661 | 1,207,806 | 1,060,187 | 415 | 1,060,602 | ||||||||||||||
Other senior living operating expenses | 259,749 | 2,000 | 261,749 | 249,491 | (944 | ) | 248,547 | |||||||||||||
Costs incurred on behalf of managed communities | 126,995 | 661 | 127,656 | 20,552 | 415 | 20,967 | ||||||||||||||
General and administrative | 61,777 | 40 | 61,817 | 57,443 | 97 | 57,540 | ||||||||||||||
Total operating expenses | 1,182,264 | 2,701 | 1,184,965 | 1,043,688 | (432 | ) | 1,043,256 | |||||||||||||
Operating income | 24,881 | (2,040 | ) | 22,841 | 16,499 | 847 | 17,346 | |||||||||||||
Income from continuing operations before income taxes and equity in earnings of an investee | 19,412 | (2,040 | ) | 17,372 | 16,180 | 847 | 17,027 | |||||||||||||
(Provision) benefit for income taxes | (7,904 | ) | 806 | (7,098 | ) | 57,849 | 540 | 58,389 | ||||||||||||
Income from continuing operations | 11,824 | (1,234 | ) | 10,590 | 74,168 | 1,387 | 75,555 | |||||||||||||
Net income | $ | 23,541 | $ | (1,234 | ) | $ | 22,307 | $ | 70,787 | $ | 1,387 | $ | 72,174 | |||||||
Basic income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.25 | $ | (0.02 | ) | $ | 0.23 | $ | 1.76 | $ | 0.03 | $ | 1.79 | |||||||
Discontinued operations | 0.24 | — | 0.24 | (0.08 | ) | — | (0.08 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—basic | $ | 0.49 | $ | (0.02 | ) | $ | 0.47 | $ | 1.68 | $ | 0.03 | $ | 1.71 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted income per share from: | ||||||||||||||||||||
Continuing operations | $ | 0.25 | $ | (0.02 | ) | $ | 0.23 | $ | 1.67 | $ | 0.03 | $ | 1.7 | |||||||
Discontinued operations | 0.23 | — | 0.23 | (0.08 | ) | — | (0.08 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net income per share—diluted | $ | 0.48 | $ | (0.02 | ) | $ | 0.46 | $ | 1.59 | $ | 0.03 | $ | 1.62 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
As of December 31, 2012 | ||||||||||||||||||||
As | Adjustments | As | ||||||||||||||||||
Previously | Revised | |||||||||||||||||||
Reported | ||||||||||||||||||||
Consolidated Balance Sheet data: | ||||||||||||||||||||
Due from related persons | $ | 6,881 | $ | 1,076 | $ | 7,957 | ||||||||||||||
Total current assets | 158,610 | 1,076 | 159,686 | |||||||||||||||||
Long term net deferred tax assets | 36,214 | 1,346 | 37,560 | |||||||||||||||||
Total assets | 592,569 | 2,422 | 594,991 | |||||||||||||||||
Accounts payable and accrued expenses | 66,045 | 3,603 | 69,648 | |||||||||||||||||
Due to related persons | 19,484 | 1,020 | 20,504 | |||||||||||||||||
Total current liabilities | 198,327 | 4,623 | 202,950 | |||||||||||||||||
Accumulated deficit | (44,455 | ) | (2,201 | ) | (46,656 | ) | ||||||||||||||
Total shareholders' equity | 313,554 | (2,201 | ) | 311,353 | ||||||||||||||||
Total liabilities and shareholders' equity | $ | 592,569 | $ | 2,422 | $ | 594,991 |
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2001 | Dec. 31, 2013 | 31-May-11 | Dec. 31, 2013 | Dec. 31, 2013 |
property | Senior Living Communities | Independent and assisted living communities | SNF | Independent living apartment | Assisted living suites | Skilled nursing units | Assisted living communities | Assisted living communities | SNH | SNH | SNH | SNH | SNH | SNH | ||
property | unit | unit | unit | unit | unit | property | unit | property | Senior Living Communities | Senior Living Communities | SNF | Assisted living communities | ||||
unit | property | property | property | property | unit | property | ||||||||||
state | unit | |||||||||||||||
Real estate properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' |
Number of properties operated | ' | ' | 255 | 224 | 31 | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' |
Number of states in which real estate properties are located | ' | ' | 31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of living units in properties operated | ' | ' | 30,023 | 27,201 | 2,822 | 10,368 | 14,399 | 5,256 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of living units in properties excluded due to temporary closing for renovations | ' | ' | 48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties from which 48 living units were excluded | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties owned and operated | ' | ' | 30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of living units in properties owned and operated | ' | ' | 2,946 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties leased and operated | 191 | ' | 181 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 187 | ' | ' | ' |
Number of units in properties leased and operated | ' | ' | 20,026 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties managed | ' | ' | 44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44 | ' | ' | ' |
Number of units in properties managed | ' | ' | 7,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties classified as discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 32 | 4 | ' | 10 | ' | ' | 4 |
Number of units in real estate property classified as discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | 712 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Equity Method Investments | ' | ' |
Equity investment in Affiliates Insurance Company | $5,913 | $5,629 |
AIC | ' | ' |
Equity Method Investments | ' | ' |
Number of other current shareholders of the related party | 7 | ' |
Ownership percentage | 12.50% | ' |
Equity investment in Affiliates Insurance Company | 5,209 | ' |
AIC | Subsequent event | ' | ' |
Equity Method Investments | ' | ' |
Number of other current shareholders of the related party | 6 | ' |
Ownership percentage | 14.30% | ' |
Equity investment in Affiliates Insurance Company | $825 | ' |
Shares purchased (in shares) | 3 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Investment Securities | ' | ' | ' |
Available for sale securities, fair value | $31,055 | $23,500 | ' |
Unrealized holding gain | 1,928 | 1,780 | ' |
Available for sale securities, interest and dividend income | 693 | 799 | 1,122 |
Available for sale securities | ' | ' | ' |
Available for sale securities, Fair Value, Less than 12 months | 7,392 | 4,052 | ' |
Available for sale securities, Unrealized Loss , Less than 12 months | 257 | 75 | ' |
Available for sale securities, Fair Value, Greater than 12 months | ' | 3,268 | ' |
Available for sale securities, Unrealized Loss, Greater than 12 months | ' | 195 | ' |
Available for sale securities, Fair Value, Total | 7,392 | 7,320 | ' |
Available for sale securities, Unrealized Loss, Total | 257 | 270 | ' |
Restricted cash | ' | ' | ' |
Current | 9,003 | 6,548 | ' |
Long term | 9,795 | 12,166 | ' |
Insurance reserves | ' | ' | ' |
Restricted cash | ' | ' | ' |
Current | 3,859 | 3,053 | ' |
Long term | 9,795 | 8,768 | ' |
Real estate taxes and capital expenditures as required by the entity's mortgages | ' | ' | ' |
Restricted cash | ' | ' | ' |
Current | 1,182 | 2,761 | ' |
Indemnification obligations associated with the sale of the entity's pharmacy business | ' | ' | ' |
Restricted cash | ' | ' | ' |
Current | 3,248 | ' | ' |
Long term | ' | 3,398 | ' |
Resident security deposits | ' | ' | ' |
Restricted cash | ' | ' | ' |
Current | $714 | $734 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary of Significant Accounting Policies | ' | ' | ' |
Amounts due from the Medicare program | $11,173 | $11,858 | ' |
Amounts due from various state Medicaid programs | 10,234 | 11,345 | ' |
Allowance for doubtful accounts | ' | ' | ' |
Balance at the beginning of the period | 2,792 | 3,160 | 3,241 |
Provision for doubtful accounts | 6,412 | 4,446 | 4,197 |
Write-offs | -4,923 | -4,814 | -4,278 |
Balance at the end of the period | 4,281 | 2,792 | 3,160 |
Deferred Finance Costs | ' | ' | ' |
Unamortized gross balance of deferred financing costs | 2,077 | 3,822 | ' |
Accumulated amortization related to deferred financing costs | 2,263 | 2,824 | ' |
Weighted average amortization period of deferred financing costs | '12 years | ' | ' |
Amortization of deferred financing fees | ' | ' | ' |
2014 | 1,352 | ' | ' |
2015 | 394 | ' | ' |
2016 | 34 | ' | ' |
2017 | 34 | ' | ' |
2018 | 34 | ' | ' |
SNF | ' | ' | ' |
Allowance for doubtful accounts | ' | ' | ' |
Provision for doubtful accounts | $2,005 | $1,346 | $1,464 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (Maximum) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings | ' |
Property and Equipment | ' |
Estimated useful lives | '40 years |
Building improvements | ' |
Property and Equipment | ' |
Estimated useful lives | '15 years |
Personal property | ' |
Property and Equipment | ' |
Estimated useful lives | '7 years |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | item | One form | Second form | Historical form | Second historical form | Third historical form | |
Continuing care contracts | ' | ' | ' | ' | ' | ' | ' |
Number of forms of contracts offered to new residents | 2 | ' | ' | ' | ' | ' | ' |
Percentage of resident admission fee that becomes non-refundable | ' | ' | 10.00% | 30.00% | 10.00% | ' | 99.00% |
Remaining percentage of resident admission fee that becomes non-refundable | ' | ' | 90.00% | ' | ' | ' | ' |
Monthly reduction in refundable fee, as a percentage of original admission fee | ' | ' | 1.50% | ' | ' | ' | ' |
Period during which admission fee becomes non-refundable | ' | ' | '60 months | ' | ' | ' | ' |
Percentage of admission fee that become refundable | ' | ' | ' | 70.00% | 90.00% | 100.00% | 1.00% |
Number of forms of contracts offered to existing residents | 3 | ' | ' | ' | ' | ' | ' |
Refundable admission fees | $3,863 | $4,255 | ' | ' | ' | ' | ' |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Information | ' | ' | ' |
Number of operating segments | 2 | ' | ' |
Number of reportable segments | 1 | ' | ' |
Senior Living Communities | ' | ' | ' |
Revenue recognition | ' | ' | ' |
Percentage of revenues derived from payments under the Medicare and Medicaid programs | 23.00% | 24.00% | 26.00% |
Medicare revenues | $132,751 | $134,254 | $149,876 |
Medicaid revenues | $116,220 | $118,505 | $113,822 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $423,446 | $402,751 | ' |
Accumulated depreciation | -83,170 | -65,257 | ' |
Property and equipment, net | 340,276 | 337,494 | ' |
Depreciation expense | 25,871 | 22,882 | 19,097 |
SNH | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Assets held for sale for increased rent pursuant to the terms of leases with SNH | 9,342 | 9,625 | ' |
Land | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 22,214 | 21,714 | ' |
Building and Improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | 286,467 | 277,330 | ' |
Furniture, fixtures and equipment | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment, gross | $114,765 | $103,707 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in the carrying amount of goodwill and other intangible assets | ' | ' | ' |
Goodwill | $25,344 | $25,473 | ' |
Other intangible assets, net of accumulated amortization of $3,001 and $1,829, respectively | 1,063 | 2,235 | ' |
Total | 26,407 | 27,708 | ' |
Accumulated amortization of other intangible assets | 3,001 | 1,829 | ' |
Goodwill and Other Intangible Assets | ' | ' | ' |
Amortization of intangibles | 1,172 | 1,626 | 90 |
Carrying amount of goodwill | 25,344 | 25,473 | ' |
Weighted average amortization period | '2 years | ' | ' |
Estimated amortization expense | ' | ' | ' |
2014 | 719 | ' | ' |
2015 | 91 | ' | ' |
2016 | 91 | ' | ' |
2017 | 91 | ' | ' |
2018 | 71 | ' | ' |
Senior Living Reporting Unit | ' | ' | ' |
Changes in the carrying amount of goodwill and other intangible assets | ' | ' | ' |
Goodwill | 25,344 | ' | ' |
Goodwill and Other Intangible Assets | ' | ' | ' |
Number of living units in properties acquired | ' | ' | 6 |
Excess of the fair value of reporting unit over carrying value (as a percent) | 6.00% | ' | ' |
Carrying amount of goodwill | $25,344 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current deferred tax assets: | ' | ' | ' |
Continuing care contracts | $134 | $607 | ' |
Allowance for doubtful accounts | 2,376 | 1,559 | ' |
Deferred gains on sale lease back transactions | 1,383 | 1,278 | ' |
Insurance reserves | 1,188 | 1,015 | ' |
Tax credits | 352 | 465 | ' |
Tax loss carry forwards | 6,679 | 9,190 | ' |
Other | 1,746 | 1,220 | ' |
Total current deferred tax assets before valuation allowance | 13,858 | 15,334 | ' |
Valuation allowance: | -454 | -297 | ' |
Total current deferred tax assets | 13,404 | 15,037 | ' |
Non-current deferred tax assets: | ' | ' | ' |
Continuing care contracts | 592 | 228 | ' |
Deferred gains on sale lease back transactions | 735 | 981 | ' |
Insurance reserves | 2,880 | 2,919 | ' |
Tax credits | 14,883 | 11,264 | ' |
Tax loss carry forwards | 32,139 | 26,592 | ' |
Impairment of securities | 470 | 501 | ' |
Depreciable assets | 5,990 | ' | ' |
Other | 1,054 | 1,431 | ' |
Total non-current deferred tax assets before valuation allowance | 58,743 | 43,916 | ' |
Valuation allowance: | -3,149 | -1,891 | ' |
Total non-current deferred tax assets | 55,594 | 42,025 | ' |
Current deferred tax liabilities: | ' | ' | ' |
Employee stock grants | -115 | -130 | ' |
Non-current deferred tax liabilities: | ' | ' | ' |
Depreciable assets | ' | -1,674 | ' |
Lease expense | -11,401 | -696 | ' |
Goodwill | -1,173 | -1,087 | ' |
Identifiable intangibles/other liabilities | -1,190 | -1,008 | ' |
Total non-current deferred tax liabilities | -13,764 | -4,465 | ' |
Net deferred tax asset | 55,119 | 52,467 | ' |
Movement in valuation allowance for deferred tax assets | ' | ' | ' |
Balance at Beginning of Period | 2,188 | 3,363 | 59,238 |
Amounts Charged/ (Credited) To Expense | 1,415 | -1,175 | -55,875 |
Balance at End of Period | $3,603 | $2,188 | $3,363 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total tax provision (benefit) | ($164) | ($1,533) | $621 | ($2,139) | ($672) | ($3,633) | ($654) | $58,389 | ($912) | ($4,287) | ($1,076) | ($4,959) | $1,916 | $7,098 | ($58,389) |
State | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,141 | 1,183 | 1,047 |
Income tax benefit attributable to the partial reduction of deferred income tax valuation allowance | ' | ' | ' | ' | ' | ' | ' | 59,763 | ' | ' | ' | ' | ' | ' | ' |
Valuation allowances related to capital losses which were used to offset a capital gain | ' | ' | ' | ' | 1,156 | ' | ' | ' | ' | ' | ' | 1,156 | ' | ' | ' |
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax credit carry forward, which begins to expire in 2022 if unused | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,235 | ' | ' |
Tax benefit recognized from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,539 | 5,441 | -2,803 |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carry forward, which begins to expire in 2025 if unused | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,036 | ' | ' |
Net operating losses attributable to stock option exercises | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $278 | ' | ' |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current tax provision: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
State | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,141,000 | $1,183,000 | $1,047,000 |
Total current tax provision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,141,000 | 1,183,000 | 1,047,000 |
Tax benefit relating to a work opportunity tax credit program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,468,000 | ' | ' |
Deferred tax (benefit) provision: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,042,000 | 4,775,000 | -44,384,000 |
State | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,817,000 | 1,140,000 | -15,052,000 |
Total deferred tax provision (benefit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 775,000 | 5,915,000 | -59,436,000 |
Total tax provision (benefit) | -164,000 | -1,533,000 | 621,000 | -2,139,000 | -672,000 | -3,633,000 | -654,000 | 58,389,000 | -912,000 | -4,287,000 | -1,076,000 | -4,959,000 | 1,916,000 | 7,098,000 | -58,389,000 |
Difference between the entity's effective tax (benefit) rate on continuing operations and the U.S. Federal statutory income tax (benefit) rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Taxes at statutory U.S. federal income tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal tax benefit (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36.00% | 8.70% | -12.90% |
Tax credits (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -42.10% | -4.20% | -15.70% |
Change in valuation allowance (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.60% | 0.10% | -348.10% |
Nondeductible meals and entertainment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.70% | 0.50% | 0.50% |
Nondeductible penalties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.70% | 0.70% | 1.00% |
Dividend received deduction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1.10% | -0.80% | -0.90% |
Executive compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.60% | 0.30% | 0.00% |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.60% | 0.10% | -1.20% |
Other differences, net (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -0.10% | -0.30% | 2.20% |
Effective tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.90% | 40.10% | -340.10% |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits at beginning of the year | ' | ' | 1,086,000 | ' | ' | ' | 893,000 | ' | 1,086,000 | 893,000 | 1,086,000 | 893,000 | 1,086,000 | 893,000 | ' |
Additions for tax positions of prior years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 717,000 |
Additions for tax positions of current year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,000 | 193,000 | 176,000 |
Unrecognized tax benefits at end of the year | ' | ' | ' | 1,086,000 | ' | ' | ' | 893,000 | ' | ' | ' | ' | 1,245,000 | 1,086,000 | 893,000 |
Amount of unrecognized tax benefits, if recognized would decrease effective tax rate in a future period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested common shares included in calculation of weighted average shares outstanding | 611 | ' | ' | ' | 547 | ' | ' | ' | ' | ' | ' | ' | 611 | 547 | 582 |
Income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations | ($3,324) | $625 | $2,955 | $3,193 | $1,623 | $2,730 | $5,295 | $942 | $6,148 | $6,237 | $6,773 | $8,967 | $3,449 | $10,590 | $75,555 |
Effect of the Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 344 | 677 | 962 |
Diluted income from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,449 | 10,590 | 76,517 |
Diluted income (loss) from discontinued operations | ' | ($1,383) | ' | ' | ' | ' | ' | ' | ' | ' | ($3,683) | ' | ($5,789) | $11,717 | ($3,381) |
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,277 | 47,952 | 42,161 |
Effect of the Notes (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 986 | 2,182 | 2,873 |
Diluted income from continuing operations (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,277 | 50,134 | 45,034 |
Diluted income (loss) from discontinued operations (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,277 | 50,134 | 45,034 |
Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.04 | $0.05 | $0.11 | $0.02 | $0.13 | $130 | $0.14 | $0.19 | $0.07 | $0.23 | $1.79 |
Diluted income from continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.03 | $0.05 | $0.10 | $0.02 | $0.13 | $0.13 | $0.14 | $0.19 | $0.07 | $0.23 | $1.70 |
Diluted income (loss) from discontinued operations (in dollars per share) | ' | ($0.03) | ($0.03) | ($0.02) | ' | $0.27 | ($0.01) | ($0.01) | ($0.05) | ($0.03) | $0.07 | $0.23 | ($0.12) | $0.23 | ($0.08) |
Fair_Values_of_Assets_and_Liab2
Fair Values of Assets and Liabilities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
item | ||
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | $31,055 | $23,500 |
Available for sale securities, current | 19,150 | 12,920 |
Long term investments in available for sale securities | 11,905 | 10,580 |
Amortized cost of available for sale securities | 29,127 | 21,720 |
Unrealized gains on available for sale securities | 2,185 | 2,050 |
Unrealized losses on available for sale securities | 257 | 270 |
Number of available for sale securities in a loss position less than 12 months | 36 | ' |
Number of available for sale securities in a loss position 12 months or longer | 0 | ' |
Fair value of securities which is in loss position for less than 12 months | 7,392 | ' |
Gross proceeds from sale of available for sale securities | 6,285 | 4,163 |
Gross realized gains recorded on sale of available for sale securities | 329 | 63 |
Gross realized losses recorded on sale of available for sale securities | 334 | 82 |
International bond fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Unfunded commitment | 0 | ' |
High yield fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Unfunded commitment | 0 | ' |
Total | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Cash equivalents | 14,866 | 22,149 |
Available for sale securities | 31,054 | 23,500 |
Total | 45,920 | 45,649 |
Total | Equity securities | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 8,247 | 7,284 |
Total | Financial services industry | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 3,668 | 6,025 |
Total | REIT industry | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 704 | 484 |
Total | Other | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 3,875 | 775 |
Total | Debt securities | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 22,807 | 16,216 |
Total | International bond fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 2,329 | 2,345 |
Total | High yield fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 2,309 | 2,168 |
Total | Industrial bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 5,234 | 5,186 |
Total | Government bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 7,075 | 4,666 |
Total | Financial bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 1,154 | 982 |
Total | Other | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 4,706 | 869 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Cash equivalents | 14,866 | 22,149 |
Available for sale securities | 12,805 | 11,950 |
Total | 27,671 | 34,099 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity securities | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 8,247 | 7,284 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Financial services industry | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 3,668 | 6,025 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | REIT industry | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 704 | 484 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 3,875 | 775 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Debt securities | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 4,558 | 4,666 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 4,558 | 4,666 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 18,249 | 11,550 |
Total | 18,249 | 11,550 |
Significant Other Observable Inputs (Level 2) | Debt securities | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 18,249 | 11,550 |
Significant Other Observable Inputs (Level 2) | International bond fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 2,329 | 2,345 |
Significant Other Observable Inputs (Level 2) | High yield fund | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 2,309 | 2,168 |
Significant Other Observable Inputs (Level 2) | Industrial bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 5,234 | 5,186 |
Significant Other Observable Inputs (Level 2) | Government bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 2,517 | ' |
Significant Other Observable Inputs (Level 2) | Financial bonds | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | 1,154 | 982 |
Significant Other Observable Inputs (Level 2) | Other | ' | ' |
Fair Values of Assets and Liabilities | ' | ' |
Available for sale securities | $4,706 | $869 |
Fair_Values_of_Assets_and_Liab3
Fair Values of Assets and Liabilities (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying value and fair value | ' | ' |
Transfers of assets between Level 1 to Level 2 | $0 | ' |
Transfers of liabilities between Level 1 to Level 2 | 0 | ' |
Transfers of assets between Level 2 to Level 1 | 0 | ' |
Transfers of liabilities between Level 2 to Level 1 | 0 | ' |
Mortgage notes payable | 36,461 | 37,621 |
AIC | ' | ' |
Carrying value and fair value | ' | ' |
Number of other current shareholders of the related party | 5 | ' |
Level two | AIC | ' | ' |
Carrying value and fair value | ' | ' |
Number of other current shareholders of the related party | 7 | ' |
Carrying value | Level two | ' | ' |
Carrying value and fair value | ' | ' |
Convertible senior notes | ' | 24,872 |
Carrying value | Level three | ' | ' |
Carrying value and fair value | ' | ' |
Mortgage notes payable | 37,620 | 46,260 |
Fair value | Level two | ' | ' |
Carrying value and fair value | ' | ' |
Convertible senior notes | ' | 24,623 |
Fair value | Level three | ' | ' |
Carrying value and fair value | ' | ' |
Mortgage notes payable | $41,113 | $53,115 |
Indebtedness_Details
Indebtedness (Details) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | 31-May-11 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 08, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 08, 2013 | Oct. 31, 2006 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-11 |
Standby letters of credit | Standby letters of credit | Senior Living Communities | SNH | SNH | SNH | SNH | SNH | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Notes | Notes | Notes | Notes | Notes | Notes | Mortgage notes | Mortgage notes | Mortgage notes | Mortgage notes | Mortgage notes | Mortgage notes | Bridge Loan | Bridge Loan | Bridge Loan | Bridge Loan | Bridge Loan | Bridge Loan | ||||
HCP | property | SNF | Rehabilitation hospitals | Senior Living Communities | Senior Living Communities | Senior Living Communities | LIBOR | item | Subsequent event | Senior Living Communities | LIBOR | FNMA | FMCC | Senior Living Communities | SNH | SNH | SNH | SNH | ||||||||||||||||||||
item | Subsequent event | property | property | property | Subsequent event | unit | item | item | item | |||||||||||||||||||||||||||||
property | property | item | ||||||||||||||||||||||||||||||||||||
Indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | $950 | ' | ' | ' | ' | ' | ' | ' | $25,000 | $35,000 | ' | ' | $150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties sold | ' | ' | ' | ' | ' | ' | 2 | 2 | 1 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate at period end (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.67% | ' | ' | ' | 2.67% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly commitment fee on the unused part of borrowing availability (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35% | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed during the period | 85,000 | 62,500 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 35,000 | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense and other associated costs incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 386 | 676 | 726 | ' | 1,985 | 1,746 | ' | ' | ' | ' | ' | ' | 511 | 1,124 | 1,470 | 3,010 | 2,843 | 1,588 | ' | ' | ' | 314 | 593 | 0 | 314 | 593 | ' |
Number of extensions to maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extension period available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties mortgaged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 3 | 4 | ' | ' | ' | ' | ' | ' |
Number of real estate properties securing borrowings on the new credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in real estate properties securing borrowings on the new credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,549 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issue of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 122,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio, number of common shares per $1,000 principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76.9231 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price of shares (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount at which notes may be required to be repurchased in event of fundamental change | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of notes outstanding redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,872 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding notes purchased and retired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,410 | 623 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain, net of related unamortized costs, on early extinguishment of debt | -599 | 45 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -599 | ' | 45 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage notes, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,620 | ' | ' | ' | ' | ' | ' |
Weighted average interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% | 6.25% | ' | 3.05% | 2.98% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 |
Number of properties operated | ' | ' | ' | ' | ' | 255 | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of borrowing | ' | $38,000 | $42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $42,000 | ' |
Number of irrevocable standby letters of credit | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness_Details_2
Indebtedness (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Indebtedness | ' | ' | ' |
Mortgage Notes | $37,620 | ' | ' |
Principal payments due under terms of mortgages | ' | ' | ' |
2014 | 1,159 | ' | ' |
2015 | 1,230 | ' | ' |
2016 | 1,306 | ' | ' |
2017 | 1,387 | ' | ' |
2018 | 1,472 | ' | ' |
Thereafter | 31,066 | ' | ' |
Mortgage Notes | 37,620 | ' | ' |
Mortgage notes | ' | ' | ' |
Indebtedness | ' | ' | ' |
Mortgage Notes | 37,620 | ' | ' |
Effective Interest Rate (as a percent) | 6.90% | ' | ' |
Cash Interest Rate (as a percent) | 6.07% | ' | ' |
Monthly Payment | 283 | ' | ' |
Interest expense and other associated costs incurred | 3,010 | 2,843 | 1,588 |
Principal payments due under terms of mortgages | ' | ' | ' |
Mortgage Notes | 37,620 | ' | ' |
Jun-23 | ' | ' | ' |
Indebtedness | ' | ' | ' |
Mortgage Notes | 19,083 | ' | ' |
Effective Interest Rate (as a percent) | 6.64% | ' | ' |
Cash Interest Rate (as a percent) | 5.86% | ' | ' |
Monthly Payment | 123 | ' | ' |
Principal payments due under terms of mortgages | ' | ' | ' |
Mortgage Notes | 19,083 | ' | ' |
Feb-25 | ' | ' | ' |
Indebtedness | ' | ' | ' |
Mortgage Notes | 6,312 | ' | ' |
Effective Interest Rate (as a percent) | 8.99% | ' | ' |
Cash Interest Rate (as a percent) | 5.46% | ' | ' |
Monthly Payment | 63 | ' | ' |
Principal payments due under terms of mortgages | ' | ' | ' |
Mortgage Notes | 6,312 | ' | ' |
Sep-28 | ' | ' | ' |
Indebtedness | ' | ' | ' |
Mortgage Notes | 2,858 | ' | ' |
Effective Interest Rate (as a percent) | 6.36% | ' | ' |
Cash Interest Rate (as a percent) | 6.70% | ' | ' |
Monthly Payment | 25 | ' | ' |
Principal payments due under terms of mortgages | ' | ' | ' |
Mortgage Notes | 2,858 | ' | ' |
Sep-32 | ' | ' | ' |
Indebtedness | ' | ' | ' |
Mortgage Notes | 9,367 | ' | ' |
Effective Interest Rate (as a percent) | 6.20% | ' | ' |
Cash Interest Rate (as a percent) | 6.70% | ' | ' |
Monthly Payment | 72 | ' | ' |
Principal payments due under terms of mortgages | ' | ' | ' |
Mortgage Notes | $9,367 | ' | ' |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
property | |||
Leases | ' | ' | ' |
Number of properties leased and operated | 191 | ' | ' |
Annual minimum rent | $192,635 | ' | ' |
Lease No. 1 | Two 15-year renewal options | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 90 | ' | ' |
Annual minimum rent | 58,726 | ' | ' |
Number of renewal options | 2 | ' | ' |
Renewal term | '15 years | ' | ' |
Lease No. 2 | Two 10-year renewal options | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 51 | ' | ' |
Annual minimum rent | 62,461 | ' | ' |
Number of renewal options | 2 | ' | ' |
Renewal term | '10 years | ' | ' |
Lease No. 3 | Two 15-year renewal options | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 17 | ' | ' |
Annual minimum rent | 34,205 | ' | ' |
Number of renewal options | 2 | ' | ' |
Renewal term | '15 years | ' | ' |
Lease No. 4 | Two 15-year renewal options | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 29 | ' | ' |
Annual minimum rent | 34,743 | ' | ' |
Number of renewal options | 2 | ' | ' |
Renewal term | '15 years | ' | ' |
One HCP lease | One 10-year renewal options | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 4 | ' | ' |
Annual minimum rent | 2,500 | ' | ' |
Number of renewal options | 1 | ' | ' |
Renewal term | '10 years | ' | ' |
SNH | ' | ' | ' |
Leases | ' | ' | ' |
Amount funded for leasehold improvements | 27,208 | 30,520 | 33,269 |
Increase (decrease) in annual lease rent payable | 2,177 | 2,456 | 2,665 |
Number of real estate properties classified as discontinued operations | 4 | ' | ' |
Senior Living Communities | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 181 | ' | ' |
Senior Living Communities | Lease No. 1 | ' | ' | ' |
Leases | ' | ' | ' |
Number of leases | 3 | ' | ' |
Number of property leases, which exist to accommodate mortgage financing | 2 | ' | ' |
Number of leases combined into as and when mortgage financings are paid | 1 | ' | ' |
Senior Living Communities | Lease No. 4 | ' | ' | ' |
Leases | ' | ' | ' |
Number of leases | 2 | ' | ' |
Number of property leases, which exist to accommodate mortgage financing | 1 | ' | ' |
Number of leases combined into as and when mortgage financings are paid | 1 | ' | ' |
Senior Living Communities | HCP | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties leased and operated | 4 | ' | ' |
Senior Living Communities | SNH | ' | ' | ' |
Leases | ' | ' | ' |
Number of properties under percentage rent | 180 | ' | ' |
Percentage of gross revenue | 4.00% | ' | ' |
Percentage rent | $5,149 | $4,888 | $4,879 |
Number of properties leased and operated | 187 | ' | ' |
Number of real estate properties classified as discontinued operations | 10 | ' | ' |
Number of leases | 4 | ' | ' |
Leases_Details_2
Leases (Details 2) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Future minimum rents | ' |
2014 | $192,667 |
2015 | 192,718 |
2016 | 192,769 |
2017 | 169,661 |
2018 | 158,133 |
Thereafter | 1,191,240 |
Total | $2,097,188 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Directors, officers and others | ' | ' | ' |
Shareholders' Equity | ' | ' | ' |
Common shares issued (in shares) | 385,000 | 347,000 | 379,000 |
Aggregate market value of shares issued | 1,758,000 | 1,638,000 | 1,044,000 |
Weighted average share price (in dollars per share) | $4.56 | $4.72 | $2.75 |
Officers and others | ' | ' | ' |
Shareholders' Equity | ' | ' | ' |
Portion of awards that vest on the date of grant | 'one-fifth | ' | ' |
Vesting period | '4 years | ' | ' |
Share Award Plans | ' | ' | ' |
Shareholders' Equity | ' | ' | ' |
Remaining common shares available for issuance | 414,000 | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jan. 31, 2014 | Aug. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2011 | Dec. 31, 2011 | Aug. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jul. 31, 2014 |
SNH | Assisted living communities | Assisted living communities | Assisted living communities | Assisted living communities | Assisted living communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Pharmacy business | Pharmacy business | Pharmacy business | Pharmacy business | Rehabilitation hospitals | Rehabilitation hospitals | SNF | SNF | SNF | SNF | SNF | SNF | SNF | SNF | SNF | SNF and assisted living communities | ||||||
property | property | unit | SNH | SNH | SNH | SNH | SNH | South Carolina | South Carolina | South Carolina | SNH | SNH and others | unit | property | property | property | Michigan | SNH | SNH | SNH | SNH | |||||||||
unit | property | unit | Subsequent event | Pennsylvania | property | property | pharmacy | Subsequent event | property | property | property | unit | Subsequent event | Subsequent event | ||||||||||||||||
property | property | property | unit | unit | unit | property | property | property | ||||||||||||||||||||||
unit | unit | unit | ||||||||||||||||||||||||||||
Discontinued Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties offered for sale | ' | ' | ' | ' | ' | 4 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | 2 | 2 | ' | ' | ' | 2 |
Number of units in real estate property offered for sale | ' | ' | ' | ' | ' | ' | 32 | ' | ' | 48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 271 | ' | ' | ' | 271 | 112 | ' | 155 | ' |
Number of real estate properties sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Sale consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,400 | ' | ' | ' | ' | ' | ' | ' | $205 | ' | ' | $8,000 | ' | ' | ' | ' | ' | $2,550 | ' | $4,500 | ' |
HUD mortgage debt to be prepaid by the buyer | ' | ' | 0 | 7,547 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,510 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of affiliated outpatient clinics where outpatient rehabilitation services are provided | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties in process of being offered for sale by the related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in annual lease rent payable as a percentage of net proceeds of sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' |
Proceeds from sale of real estate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,298 | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital included in proceeds from sale of business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,789 | ' | ' | ' | 9,591 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (losses) on sale | ' | ' | -2,197 | 23,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of pharmacies whose real estate was not acquired by Omnicare | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment on discontinued assets | ' | ' | 4,153 | 644 | 4,358 | ' | ' | ' | ' | ' | ' | 1,231 | ' | ' | ' | 57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in annual lease rent payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500 | ' | ' | ' | ' | ' | ' | 255 | ' | 450 | ' |
Number of properties to be sold | ' | ' | ' | ' | ' | ' | ' | 1 | 3 | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 7 | ' | ' |
Number of living units in property to be sold | ' | ' | ' | ' | ' | ' | ' | 32 | 143 | ' | 103 | ' | ' | 721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 578 | ' | ' |
Summary of the operating results of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | 151,600 | 213,020 | 251,604 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses | ' | ' | -154,578 | -218,565 | -253,430 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment on discontinued assets | ' | ' | -4,153 | -644 | -4,358 | ' | ' | ' | ' | ' | ' | -1,231 | ' | ' | ' | -57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash asset impairment charges | ' | ' | -2,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Benefit (provision) for income taxes | ' | ' | 3,539 | -5,441 | 2,803 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) gain on sale | ' | ' | -2,197 | 23,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ($1,383) | ($3,683) | ($5,789) | $11,717 | ($3,381) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Off_Balance_Sheet_Arrangement_
Off Balance Sheet Arrangement (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
property | |
Off Balance Sheet Arrangement | ' |
Carrying value of accounts receivable and other assets pledged | $13,368 |
Number of properties leased from SNH on which pledge arises | 26 |
Off balance sheet arrangements, asset | 0 |
Off balance sheet arrangements, liability | $0 |
Litigation_Settlement_Details
Litigation Settlement (Details) (USD $) | 12 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | 29-May-12 |
Settlement Agreement with Sunrise for certain insurance programs | ||
Litigation Settlement | ' | ' |
Cash received pursuant to the Settlement Agreement | ' | $4,000 |
Gain on settlement, net of legal fees | $3,365 | $3,365 |
Related_Person_Transactions_De
Related Person Transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2011 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2012 | Jun. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-11 | Apr. 30, 2012 | Jul. 10, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Jul. 31, 2014 | Aug. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 |
property | SNF | SNF | SNF | SNF | SNF | Assisted living communities | Assisted living communities | First AL Pooling Agreements | Second AL Pooling Agreements | IL Pooling Agreement | Bridge Loan | Bridge Loan | Senior Living Communities | Rehabilitation hospitals | Assisted living communities | Assisted living communities | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | SNH | |||
unit | property | property | property | property | property | property | property | item | unit | property | unit | property | item | property | Senior Living Communities | SNF | SNF | Assisted living communities | AL Pooling Agreements | Bridge Loan | Bridge Loan | Bridge Loan | Bridge Loan | Bridge Loan | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Senior Living Communities | Rehabilitation hospitals | Rehabilitation hospitals | Outpatient clinics | Assisted living communities | Assisted living communities | |||||||||
unit | property | property | property | unit | property | property | Annual rates of interest applicable to borrowings under revolving credit facility | item | SNF | Assisted living communities | SNF and assisted living communities | property | property | property | Georgia | Georgia | Tennessee | Wisconsin | New York | Subsequent event | D&R Yonkers LLC | D&R Yonkers LLC | property | Lease No. 2 | property | property | Subsequent event | ||||||||||||||||||||||||||
property | property | property | property | unit | property | property | property | property | property | property | item | New York | unit | unit | |||||||||||||||||||||||||||||||||||||||
unit | unit | property | |||||||||||||||||||||||||||||||||||||||||||||||||||
Related person transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage by former parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,235 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding common shares owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of ownership interest beyond which consent of related party required | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of ownership interest of voting stock above which the option to cancel all the lease rights exist | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties leased | 191 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 181 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 187 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties classified as discontinued operations | ' | ' | ' | ' | ' | 2 | 2 | 2 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | 32 | 1 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' |
Total minimum annual rent payable | $2,097,188 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $190,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense under leases, net of lease inducement amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 202,868 | 200,036 | 194,524 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding rent due and payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,960 | 17,688 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate improvements sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,208 | 30,520 | 33,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in annual lease rent payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,177 | 2,456 | 2,665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,500 | ' | ' | ' |
Assets held for sale for increased rent pursuant to the terms of leases with SNH | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,342 | 9,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties to be sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | 1 | 7 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in annual lease rent payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450 | 210 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210 |
Number of real estate properties offered for sale classified as discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 1 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 2 | ' | 13 | ' | ' |
Proceeds from sale of real estate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' |
Net assets retained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,591 | ' | ' | ' | ' |
Number of remaining real estate properties classified as discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties managed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | 19 | ' | ' | ' | 44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive fee as a percentage of the annual net operating income after the entity realizes an annual return equal to 8% of invested capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive renewal terms of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' |
Renewal term of the property management agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Minimum percentage of ownership interest of lessee's voting stock above which the entity has the option to cancel all its rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of combination agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of pooling agreements for communities that include assisted living units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of communities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive periods during which the entity must not receive the minimum return for the property management agreement to be subject to the pooling agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fee revenue | 9,234 | 5,817 | 898 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,229 | 5,582 | 835 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of additional properties managed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 2 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in additional properties managed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 213 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in properties managed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93 | ' | 68 | 199 | ' | ' | 111 | ' | ' | ' | ' | ' |
Number of independent living communities for which agreement is entered for extension of term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fees receivable under property management agreement as a percentage of gross revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 3.00% | ' | ' | ' | ' | ' | ' |
Incentive fee payable under the management agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in real estate property offered for sale | ' | ' | ' | ' | 271 | ' | ' | ' | 32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155 | 48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 712 | 48 |
Sales price | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500 | 2,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400 |
Decrease in annual lease rent payable as a percentage of net proceeds of sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 8.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% |
Loan amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margin over base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $314 | $593 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $314 | $593 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties securing a debt released as a result of repayment of related debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties securing a debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Person_Transactions_De1
Related Person Transactions (Details 2) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Jul. 31, 2013 | Jun. 30, 2011 | 31-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | 9-May-14 | 9-May-14 | Dec. 31, 2013 | Dec. 31, 2013 |
RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | AIC | AIC | AIC | AIC | AIC | AIC | AIC | AIC | Messrs. Mackey, Hoagland and Larkin | ||||
item | item | item | item | director | Subsequent event | Share Award Plans | Share Award Plans | Share Award Plans | item | Subsequent event | Subsequent event | CWH | Maximum | ||||||||||
item | Restricted shares | Restricted shares | Restricted shares | item | Subsequent event | ||||||||||||||||||
Related person transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Managing Directors also serving as Chairman, majority owner and an employee | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of business time devoted for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% |
Percentage of total cash compensation paid | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management fees receivable under property management agreement as a percentage of gross revenues | ' | ' | ' | ' | ' | ' | ' | 0.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business management fees | ' | ' | ' | ' | ' | ' | ' | $13,965 | $13,226 | $11,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
share in cost of providing internal audit function | ' | ' | ' | ' | ' | ' | ' | 203 | 209 | 247 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal period | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period before which a written notice is required to be given for termination of the service agreement | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period before which a notice is required for termination of the business management agreement upon change in control | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of buildings owned | ' | ' | ' | ' | ' | 2 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual rent expense under leases | ' | ' | ' | ' | ' | ' | ' | 767 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Utilities and real estate taxes | 193,820 | 190,184 | 183,950 | ' | ' | ' | ' | 1,386 | 1,426 | 1,271 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,000 | 81,000 | 77,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of awards granted during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 373 | 399 | 168 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of the awards granted that vested on the grant date (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of the awards granted, which will vest on each of the next four anniversaries of the grant date (as percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of anniversaries of the grant date over which the awards vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | 14.30% | ' | 20.00% | ' |
Number of other current shareholders of the related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Amount invested in equity investee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,209 | ' | ' | ' | ' | ' | ' | ' |
Equity investment in Affiliates Insurance Company | 5,913 | 5,629 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,913 | 5,629 | ' | ' | ' | ' | ' | ' |
Income (loss) arising from investment | 334 | 316 | 139 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 334 | 316 | 139 | ' | ' | ' | ' | ' |
Period for which property insurance coverage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
Coverage of property insurance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Annual premiums | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,428 | ' | 6,264 | 4,500 | 3,901 | ' | ' | ' | ' |
Number of entities to whom RMR provides management services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Value of shares issued by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 825 | ' | ' |
Aggregate coverage of combined directors' and officers' liability insurance policy purchased by the related party | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate excess layer coverage of combined directors' and officers' liability insurance policy purchased by the related party | ' | ' | ' | 20,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium paid for combined directors' and officers' liability insurance policy | ' | ' | ' | 357 | 133 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining share holders holds the percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' |
Period for which directors' and officers' insurance coverage | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities to whom RMR manages | ' | ' | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for which additional directors' and officers' insurance coverage | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate excess non-indemnifiable coverage of combined directors' and officers' liability insurance policy purchased by the related party | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Benefit Plans | ' | ' | ' |
Expenses for plans including contributions | $1,617 | $1,565 | $1,451 |
Minimum | ' | ' | ' |
Employee Benefit Plans | ' | ' | ' |
Number of plans in which employees may participate | 1 | ' | ' |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Selected Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $325,225 | $324,263 | $323,447 | $323,852 | $322,469 | $297,341 | $296,572 | $291,424 | ' | $647,299 | $587,996 | $971,562 | $885,337 | $1,296,787 | $1,207,806 | $1,060,602 |
Operating income (loss) | -1,471 | 2,354 | 5,711 | 3,668 | 5,003 | 4,887 | 10,178 | 2,773 | ' | 9,379 | 12,951 | 11,733 | 17,838 | 10,262 | 22,841 | 17,346 |
Net income (loss) from continuing operations | -3,324 | 625 | 2,955 | 3,193 | 1,623 | 2,730 | 5,295 | 942 | ' | 6,148 | 6,237 | 6,773 | 8,967 | 3,449 | 10,590 | 75,555 |
Net income (loss) | -5,430 | -758 | 1,456 | 2,392 | 1,576 | 15,855 | 4,629 | 247 | ' | 3,848 | 4,876 | 3,090 | 20,731 | -2,340 | 22,307 | 72,174 |
Net income (loss) per share - basic (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.04 | $0.33 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.43 | ($0.05) | $0.47 | $1.71 |
Net income (loss) per share - diluted (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.03 | $0.32 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.42 | ($0.05) | $0.46 | $1.62 |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior living revenue | ' | 269,845 | 268,833 | 269,306 | ' | ' | ' | ' | ' | 538,139 | ' | 807,984 | ' | 1,077,062 | 1,074,333 | 1,038,737 |
Reimbursed costs incurred on behalf of managed communities | ' | 52,128 | 52,333 | 52,244 | 50,529 | 27,491 | 26,177 | 23,531 | ' | 104,577 | 49,708 | 156,705 | 77,127 | 210,491 | 127,656 | 20,967 |
Total revenues | 325,225 | 324,263 | 323,447 | 323,852 | 322,469 | 297,341 | 296,572 | 291,424 | ' | 647,299 | 587,996 | 971,562 | 885,337 | 1,296,787 | 1,207,806 | 1,060,602 |
Senior living wages and benefits | ' | 131,026 | 130,637 | 132,646 | ' | ' | ' | ' | ' | 263,283 | ' | 394,309 | ' | 525,733 | 522,444 | 510,012 |
Other senior living operating expenses | ' | 67,942 | 64,843 | 65,455 | 67,693 | 65,139 | 64,237 | 64,680 | ' | 130,298 | 128,917 | 198,240 | 194,056 | 265,764 | 261,749 | 248,547 |
Costs incurred on behalf of managed communities | ' | 52,128 | 52,333 | 52,244 | 50,529 | 27,419 | 26,177 | 23,531 | ' | 104,577 | 49,708 | 156,705 | 77,127 | 210,491 | 127,656 | 20,967 |
General and administrative | ' | 15,334 | 15,059 | 15,456 | 16,229 | 14,678 | 15,459 | 15,451 | ' | 30,515 | 30,910 | 45,849 | 45,588 | 63,509 | 61,817 | 57,540 |
Total operating expenses | ' | 321,909 | 317,736 | 320,184 | 317,466 | 292,454 | 286,394 | 288,651 | ' | 637,920 | 575,045 | 959,829 | 867,499 | 1,286,525 | 1,184,965 | 1,043,256 |
Operating income | -1,471 | 2,354 | 5,711 | 3,668 | 5,003 | 4,887 | 10,178 | 2,773 | ' | 9,379 | 12,951 | 11,733 | 17,838 | 10,262 | 22,841 | 17,346 |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | 725 | 4,409 | 2,496 | 3,682 | 3,287 | 8,852 | 1,551 | ' | 6,905 | 10,403 | 7,630 | 13,690 | 5,031 | 17,372 | 17,027 |
(Provision) benefit for income taxes | ' | -164 | -1,533 | 621 | -2,139 | -672 | -3,633 | -654 | 58,389 | -912 | -4,287 | -1,076 | -4,959 | 1,916 | 7,098 | -58,389 |
Income from continuing operations | -3,324 | 625 | 2,955 | 3,193 | 1,623 | 2,730 | 5,295 | 942 | ' | 6,148 | 6,237 | 6,773 | 8,967 | 3,449 | 10,590 | 75,555 |
(Loss) income from discontinued operations | ' | -1,383 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,683 | ' | -5,789 | 11,717 | -3,381 |
Net (loss) income | -5,430 | -758 | 1,456 | 2,392 | 1,576 | 15,855 | 4,629 | 247 | ' | 3,848 | 4,876 | 3,090 | 20,731 | -2,340 | 22,307 | 72,174 |
Continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.04 | $0.05 | $0.11 | $0.02 | ' | $0.13 | $130 | $0.14 | $0.19 | $0.07 | $0.23 | $1.79 |
Discontinued operations (in dollars per share) | ' | ($0.03) | ($0.03) | ($0.02) | ' | $0.28 | ($0.02) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.07) | $0.24 | ($0.12) | $0.24 | ($0.08) |
Net (loss) income per share - basic (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.04 | $0.33 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.43 | ($0.05) | $0.47 | $1.71 |
Continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.03 | $0.05 | $0.10 | $0.02 | ' | $0.13 | $0.13 | $0.14 | $0.19 | $0.07 | $0.23 | $1.70 |
Discontinued operations (in dollars per share) | ' | ($0.03) | ($0.03) | ($0.02) | ' | $0.27 | ($0.01) | ($0.01) | ' | ($0.05) | ($0.03) | $0.07 | $0.23 | ($0.12) | $0.23 | ($0.08) |
Net (loss) income per share - diluted (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.03 | $0.32 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.42 | ($0.05) | $0.46 | $1.62 |
As Previously Reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | 324,112 | 323,261 | 323,600 | 322,185 | 297,169 | 296,493 | 291,298 | ' | 646,861 | 587,791 | 970,973 | 884,960 | ' | 1,207,145 | 1,060,187 |
Operating income (loss) | ' | 2,518 | 4,651 | 3,262 | 5,615 | 5,478 | 10,643 | 3,145 | ' | 7,913 | 13,788 | 10,431 | 19,266 | ' | 24,881 | 16,499 |
Net income (loss) from continuing operations | ' | 727 | 2,297 | 2,941 | 1,993 | 3,088 | 5,576 | 1,167 | ' | 5,238 | 6,743 | 5,965 | 9,831 | ' | 11,824 | 74,168 |
Net income (loss) | ' | -198 | 798 | 2,140 | 1,946 | 16,213 | 4,910 | 472 | ' | 2,938 | 5,382 | 2,740 | 21,595 | ' | 23,541 | 70,787 |
Net income (loss) per share - basic (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.34 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.45 | ' | $0.49 | $1.68 |
Net income (loss) per share - diluted (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.33 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.44 | ' | $0.48 | $1.59 |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior living revenue | ' | 269,839 | 268,827 | 269,240 | ' | ' | ' | ' | ' | 538,067 | ' | 807,906 | ' | ' | ' | ' |
Reimbursed costs incurred on behalf of managed communities | ' | 51,983 | 52,153 | 52,058 | 50,245 | 27,247 | 26,098 | 23,405 | ' | 104,211 | 49,503 | 156,194 | 76,750 | ' | 126,995 | 20,552 |
Total revenues | ' | 324,112 | 323,261 | 323,600 | 322,185 | 297,169 | 296,493 | 291,298 | ' | 646,861 | 587,791 | 970,973 | 884,960 | ' | 1,207,145 | 1,060,187 |
Senior living wages and benefits | ' | 130,824 | 130,390 | 132,427 | ' | ' | ' | ' | ' | 262,817 | ' | 393,641 | ' | ' | ' | ' |
Other senior living operating expenses | ' | 68,227 | 65,752 | 66,338 | 67,113 | 64,579 | 63,797 | 64,260 | ' | 132,090 | 128,057 | 200,317 | 192,636 | ' | 259,749 | 249,491 |
Costs incurred on behalf of managed communities | ' | 51,983 | 52,153 | 52,058 | 50,245 | 27,247 | 26,098 | 23,405 | ' | 104,211 | 49,503 | 156,194 | 76,750 | ' | 126,995 | 20,552 |
General and administrative | ' | 15,081 | 15,451 | 15,132 | 16,197 | 14,647 | 15,434 | 15,499 | ' | 30,583 | 30,933 | 45,664 | 45,580 | ' | 61,777 | 57,443 |
Total operating expenses | ' | 321,594 | 318,610 | 320,338 | 316,570 | 291,691 | 285,850 | 288,153 | ' | 638,948 | 574,003 | 960,542 | 865,694 | ' | 1,182,264 | 1,043,688 |
Operating income | ' | 2,518 | 4,651 | 3,262 | 5,615 | 5,478 | 10,643 | 3,145 | ' | 7,913 | 13,788 | 10,431 | 19,266 | ' | 24,881 | 16,499 |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | 889 | 3,349 | 2,090 | 4,294 | 3,878 | 9,317 | 1,923 | ' | 5,439 | 11,240 | 6,328 | 15,118 | ' | 19,412 | 16,180 |
(Provision) benefit for income taxes | ' | -226 | -1,131 | 775 | -2,381 | -905 | -3,817 | -801 | ' | -356 | -4,618 | -582 | -5,523 | ' | -7,904 | 57,849 |
Income from continuing operations | ' | 727 | 2,297 | 2,941 | 1,993 | 3,088 | 5,576 | 1,167 | ' | 5,238 | 6,743 | 5,965 | 9,831 | ' | 11,824 | 74,168 |
(Loss) income from discontinued operations | ' | -925 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,225 | ' | ' | ' | ' |
Net (loss) income | ' | -198 | 798 | 2,140 | 1,946 | 16,213 | 4,910 | 472 | ' | 2,938 | 5,382 | 2,740 | 21,595 | ' | 23,541 | 70,787 |
Continuing operations (in dollars per share) | ' | $0.02 | $0.05 | $0.06 | $0.04 | $0.06 | $0.12 | $0.02 | ' | $0.11 | $0.14 | $0.12 | $0.21 | ' | $0.25 | $1.76 |
Discontinued operations (in dollars per share) | ' | ($0.02) | ($0.03) | ($0.02) | ' | $0.28 | ($0.02) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.06) | $0.24 | ' | $0.24 | ($0.08) |
Net (loss) income per share - basic (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.34 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.45 | ' | $0.49 | $1.68 |
Continuing operations (in dollars per share) | ' | $0.02 | $0.05 | $0.06 | $0.04 | $0.06 | $0.11 | $0.02 | ' | $0.11 | $0.14 | $0.12 | $0.21 | ' | $0.25 | $1.67 |
Discontinued operations (in dollars per share) | ' | ($0.02) | ($0.03) | ($0.02) | ' | $0.27 | ($0.01) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.06) | $0.23 | ' | $0.23 | ($0.08) |
Net (loss) income per share - diluted (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.33 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.44 | ' | $0.48 | $1.59 |
Accounts payable and certain other errors | Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | 151 | 186 | 252 | 284 | 172 | 79 | 126 | ' | 438 | 205 | 589 | 377 | ' | 661 | 415 |
Operating income (loss) | ' | -164 | 1,060 | 406 | -612 | -591 | -465 | -372 | ' | 1,466 | -837 | 1,302 | -1,428 | ' | -2,040 | 847 |
Net income (loss) from continuing operations | ' | -102 | 658 | 252 | -370 | -358 | -281 | -225 | ' | 910 | -506 | 808 | -864 | ' | -1,234 | 1,387 |
Net income (loss) | ' | -560 | 658 | 252 | -370 | -358 | -281 | -225 | ' | 910 | -506 | 350 | -864 | ' | -1,234 | 1,387 |
Net income (loss) per share - basic (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ' | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 |
Net income (loss) per share - diluted (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ($0.01) | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior living revenue | ' | 6 | 6 | 66 | ' | ' | ' | ' | ' | 72 | ' | 78 | ' | ' | ' | ' |
Reimbursed costs incurred on behalf of managed communities | ' | 145 | 180 | 186 | 284 | 172 | 79 | 126 | ' | 366 | 205 | 511 | 377 | ' | 661 | 415 |
Total revenues | ' | 151 | 186 | 252 | 284 | 172 | 79 | 126 | ' | 438 | 205 | 589 | 377 | ' | 661 | 415 |
Senior living wages and benefits | ' | 202 | 247 | 219 | ' | ' | ' | ' | ' | 466 | ' | 668 | ' | ' | ' | ' |
Other senior living operating expenses | ' | -285 | -909 | -883 | 580 | 560 | 440 | 420 | ' | -1,792 | 860 | -2,077 | 1,420 | ' | 2,000 | -944 |
Costs incurred on behalf of managed communities | ' | 145 | 180 | 186 | 284 | 172 | 79 | 126 | ' | 366 | 205 | 511 | 377 | ' | 661 | 415 |
General and administrative | ' | 253 | -392 | 324 | 32 | 31 | 25 | -48 | ' | -68 | -23 | 185 | 8 | ' | 40 | 97 |
Total operating expenses | ' | 315 | -874 | -154 | 896 | 763 | 544 | 498 | ' | -1,028 | 1,042 | -713 | 1,805 | ' | 2,701 | -432 |
Operating income | ' | -164 | 1,060 | 406 | -612 | -591 | -465 | -372 | ' | 1,466 | -837 | 1,302 | -1,428 | ' | -2,040 | 847 |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | -164 | 1,060 | 406 | -612 | -591 | -465 | -372 | ' | 1,466 | -837 | 1,302 | -1,428 | ' | -2,040 | 847 |
(Provision) benefit for income taxes | ' | 62 | -402 | -154 | 242 | 233 | 184 | 147 | ' | -556 | 331 | -494 | 564 | ' | 806 | 540 |
Income from continuing operations | ' | -102 | 658 | 252 | -370 | -358 | -281 | -225 | ' | 910 | -506 | 808 | -864 | ' | -1,234 | 1,387 |
(Loss) income from discontinued operations | ' | -458 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -458 | ' | ' | ' | ' |
Net (loss) income | ' | ($560) | $658 | $252 | ($370) | ($358) | ($281) | ($225) | ' | $910 | ($506) | $350 | ($864) | ' | ($1,234) | $1,387 |
Continuing operations (in dollars per share) | ' | ($0.01) | $0.01 | $0.01 | ' | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.02 | ($0.02) | ' | ($0.02) | $0.03 |
Discontinued operations (in dollars per share) | ' | ($0.01) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ' | ' | ' | ' |
Net (loss) income per share - basic (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ' | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 |
Continuing operations (in dollars per share) | ' | ($0.01) | $0.01 | $0.01 | ($0.01) | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.02 | ($0.02) | ' | ($0.02) | $0.03 |
Discontinued operations (in dollars per share) | ' | ($0.01) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ' | ' | ' | ' |
Net (loss) income per share - diluted (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ($0.01) | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 |
Revisions_to_Prior_Period_Fina2
Revisions to Prior Period Financial Statements (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
(Provision) benefit for income taxes | ' | ($164) | ($1,533) | $621 | ($2,139) | ($672) | ($3,633) | ($654) | $58,389 | ($912) | ($4,287) | ($1,076) | ($4,959) | $1,916 | $7,098 | ($58,389) | ' |
Shareholders' equity balance | 310,378 | ' | ' | ' | 311,353 | ' | ' | ' | 287,354 | ' | ' | ' | ' | 310,378 | 311,353 | 287,354 | 162,413 |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursed costs incurred on behalf of managed communities | ' | 52,128 | 52,333 | 52,244 | 50,529 | 27,491 | 26,177 | 23,531 | ' | 104,577 | 49,708 | 156,705 | 77,127 | 210,491 | 127,656 | 20,967 | ' |
Total revenues | 325,225 | 324,263 | 323,447 | 323,852 | 322,469 | 297,341 | 296,572 | 291,424 | ' | 647,299 | 587,996 | 971,562 | 885,337 | 1,296,787 | 1,207,806 | 1,060,602 | ' |
Other senior living operating expenses | ' | 67,942 | 64,843 | 65,455 | 67,693 | 65,139 | 64,237 | 64,680 | ' | 130,298 | 128,917 | 198,240 | 194,056 | 265,764 | 261,749 | 248,547 | ' |
Costs incurred on behalf of managed communities | ' | 52,128 | 52,333 | 52,244 | 50,529 | 27,419 | 26,177 | 23,531 | ' | 104,577 | 49,708 | 156,705 | 77,127 | 210,491 | 127,656 | 20,967 | ' |
General and administrative | ' | 15,334 | 15,059 | 15,456 | 16,229 | 14,678 | 15,459 | 15,451 | ' | 30,515 | 30,910 | 45,849 | 45,588 | 63,509 | 61,817 | 57,540 | ' |
Total operating expenses | ' | 321,909 | 317,736 | 320,184 | 317,466 | 292,454 | 286,394 | 288,651 | ' | 637,920 | 575,045 | 959,829 | 867,499 | 1,286,525 | 1,184,965 | 1,043,256 | ' |
Operating income | -1,471 | 2,354 | 5,711 | 3,668 | 5,003 | 4,887 | 10,178 | 2,773 | ' | 9,379 | 12,951 | 11,733 | 17,838 | 10,262 | 22,841 | 17,346 | ' |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | 725 | 4,409 | 2,496 | 3,682 | 3,287 | 8,852 | 1,551 | ' | 6,905 | 10,403 | 7,630 | 13,690 | 5,031 | 17,372 | 17,027 | ' |
(Provision) benefit for income taxes | ' | -164 | -1,533 | 621 | -2,139 | -672 | -3,633 | -654 | 58,389 | -912 | -4,287 | -1,076 | -4,959 | 1,916 | 7,098 | -58,389 | ' |
Income from continuing operations | -3,324 | 625 | 2,955 | 3,193 | 1,623 | 2,730 | 5,295 | 942 | ' | 6,148 | 6,237 | 6,773 | 8,967 | 3,449 | 10,590 | 75,555 | ' |
Net (loss) income | -5,430 | -758 | 1,456 | 2,392 | 1,576 | 15,855 | 4,629 | 247 | ' | 3,848 | 4,876 | 3,090 | 20,731 | -2,340 | 22,307 | 72,174 | ' |
Basic income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.04 | $0.05 | $0.11 | $0.02 | ' | $0.13 | $130 | $0.14 | $0.19 | $0.07 | $0.23 | $1.79 | ' |
Discontinued operations (in dollars per share) | ' | ($0.03) | ($0.03) | ($0.02) | ' | $0.28 | ($0.02) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.07) | $0.24 | ($0.12) | $0.24 | ($0.08) | ' |
Net income per share - basic (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.04 | $0.33 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.43 | ($0.05) | $0.47 | $1.71 | ' |
Diluted income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | $0.01 | $0.06 | $0.07 | $0.03 | $0.05 | $0.10 | $0.02 | ' | $0.13 | $0.13 | $0.14 | $0.19 | $0.07 | $0.23 | $1.70 | ' |
Discontinued operations (in dollars per share) | ' | ($0.03) | ($0.03) | ($0.02) | ' | $0.27 | ($0.01) | ($0.01) | ' | ($0.05) | ($0.03) | $0.07 | $0.23 | ($0.12) | $0.23 | ($0.08) | ' |
Net income per share - diluted (in dollars per share) | ($0.11) | ($0.02) | $0.03 | $0.05 | $0.03 | $0.32 | $0.09 | $0.01 | ' | $0.08 | $0.10 | $0.07 | $0.42 | ($0.05) | $0.46 | $1.62 | ' |
Consolidated Balance Sheet data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related persons | 11,659 | ' | ' | ' | 7,957 | ' | ' | ' | ' | ' | ' | ' | ' | 11,659 | 7,957 | ' | ' |
Total current assets | 150,884 | ' | ' | ' | 159,686 | ' | ' | ' | ' | ' | ' | ' | ' | 150,884 | 159,686 | ' | ' |
Long term net deferred tax assets | 41,830 | ' | ' | ' | 37,560 | ' | ' | ' | ' | ' | ' | ' | ' | 41,830 | 37,560 | ' | ' |
Total assets | 590,183 | ' | ' | ' | 594,991 | ' | ' | ' | ' | ' | ' | ' | ' | 590,183 | 594,991 | ' | ' |
Accounts payable and accrued expenses | 69,343 | ' | ' | ' | 69,648 | ' | ' | ' | ' | ' | ' | ' | ' | 69,343 | 69,648 | ' | ' |
Due to related persons | 20,587 | ' | ' | ' | 20,504 | ' | ' | ' | ' | ' | ' | ' | ' | 20,587 | 20,504 | ' | ' |
Total current assets | 198,528 | ' | ' | ' | 202,950 | ' | ' | ' | ' | ' | ' | ' | ' | 198,528 | 202,950 | ' | ' |
Accumulated deficit | -48,996 | ' | ' | ' | -46,656 | ' | ' | ' | ' | ' | ' | ' | ' | -48,996 | -46,656 | ' | ' |
Total shareholders' equity | 310,378 | ' | ' | ' | 311,353 | ' | ' | ' | 287,354 | ' | ' | ' | ' | 310,378 | 311,353 | 287,354 | 162,413 |
Total liabilities and shareholders' equity | 590,183 | ' | ' | ' | 594,991 | ' | ' | ' | ' | ' | ' | ' | ' | 590,183 | 594,991 | ' | ' |
As Previously Reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Provision) benefit for income taxes | ' | -226 | -1,131 | 775 | -2,381 | -905 | -3,817 | -801 | ' | -356 | -4,618 | -582 | -5,523 | ' | -7,904 | 57,849 | ' |
Shareholders' equity balance | ' | ' | ' | ' | 313,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,554 | ' | ' |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursed costs incurred on behalf of managed communities | ' | 51,983 | 52,153 | 52,058 | 50,245 | 27,247 | 26,098 | 23,405 | ' | 104,211 | 49,503 | 156,194 | 76,750 | ' | 126,995 | 20,552 | ' |
Total revenues | ' | 324,112 | 323,261 | 323,600 | 322,185 | 297,169 | 296,493 | 291,298 | ' | 646,861 | 587,791 | 970,973 | 884,960 | ' | 1,207,145 | 1,060,187 | ' |
Other senior living operating expenses | ' | 68,227 | 65,752 | 66,338 | 67,113 | 64,579 | 63,797 | 64,260 | ' | 132,090 | 128,057 | 200,317 | 192,636 | ' | 259,749 | 249,491 | ' |
Costs incurred on behalf of managed communities | ' | 51,983 | 52,153 | 52,058 | 50,245 | 27,247 | 26,098 | 23,405 | ' | 104,211 | 49,503 | 156,194 | 76,750 | ' | 126,995 | 20,552 | ' |
General and administrative | ' | 15,081 | 15,451 | 15,132 | 16,197 | 14,647 | 15,434 | 15,499 | ' | 30,583 | 30,933 | 45,664 | 45,580 | ' | 61,777 | 57,443 | ' |
Total operating expenses | ' | 321,594 | 318,610 | 320,338 | 316,570 | 291,691 | 285,850 | 288,153 | ' | 638,948 | 574,003 | 960,542 | 865,694 | ' | 1,182,264 | 1,043,688 | ' |
Operating income | ' | 2,518 | 4,651 | 3,262 | 5,615 | 5,478 | 10,643 | 3,145 | ' | 7,913 | 13,788 | 10,431 | 19,266 | ' | 24,881 | 16,499 | ' |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | 889 | 3,349 | 2,090 | 4,294 | 3,878 | 9,317 | 1,923 | ' | 5,439 | 11,240 | 6,328 | 15,118 | ' | 19,412 | 16,180 | ' |
(Provision) benefit for income taxes | ' | -226 | -1,131 | 775 | -2,381 | -905 | -3,817 | -801 | ' | -356 | -4,618 | -582 | -5,523 | ' | -7,904 | 57,849 | ' |
Income from continuing operations | ' | 727 | 2,297 | 2,941 | 1,993 | 3,088 | 5,576 | 1,167 | ' | 5,238 | 6,743 | 5,965 | 9,831 | ' | 11,824 | 74,168 | ' |
Net (loss) income | ' | -198 | 798 | 2,140 | 1,946 | 16,213 | 4,910 | 472 | ' | 2,938 | 5,382 | 2,740 | 21,595 | ' | 23,541 | 70,787 | ' |
Basic income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | $0.02 | $0.05 | $0.06 | $0.04 | $0.06 | $0.12 | $0.02 | ' | $0.11 | $0.14 | $0.12 | $0.21 | ' | $0.25 | $1.76 | ' |
Discontinued operations (in dollars per share) | ' | ($0.02) | ($0.03) | ($0.02) | ' | $0.28 | ($0.02) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.06) | $0.24 | ' | $0.24 | ($0.08) | ' |
Net income per share - basic (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.34 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.45 | ' | $0.49 | $1.68 | ' |
Diluted income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | $0.02 | $0.05 | $0.06 | $0.04 | $0.06 | $0.11 | $0.02 | ' | $0.11 | $0.14 | $0.12 | $0.21 | ' | $0.25 | $1.67 | ' |
Discontinued operations (in dollars per share) | ' | ($0.02) | ($0.03) | ($0.02) | ' | $0.27 | ($0.01) | ($0.01) | ' | ($0.05) | ($0.03) | ($0.06) | $0.23 | ' | $0.23 | ($0.08) | ' |
Net income per share - diluted (in dollars per share) | ' | ' | $0.02 | ($0.04) | $0.04 | $0.33 | $0.10 | $0.01 | ' | $0.06 | $0.11 | $0.06 | $0.44 | ' | $0.48 | $1.59 | ' |
Consolidated Balance Sheet data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related persons | ' | ' | ' | ' | 6,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,881 | ' | ' |
Total current assets | ' | ' | ' | ' | 158,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 158,610 | ' | ' |
Long term net deferred tax assets | ' | ' | ' | ' | 36,214 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,214 | ' | ' |
Total assets | ' | ' | ' | ' | 592,569 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 592,569 | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' | 66,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,045 | ' | ' |
Due to related persons | ' | ' | ' | ' | 19,484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,484 | ' | ' |
Total current assets | ' | ' | ' | ' | 198,327 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 198,327 | ' | ' |
Accumulated deficit | ' | ' | ' | ' | -44,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -44,455 | ' | ' |
Total shareholders' equity | ' | ' | ' | ' | 313,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,554 | ' | ' |
Total liabilities and shareholders' equity | ' | ' | ' | ' | 592,569 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 592,569 | ' | ' |
Accounts payable and certain other errors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Release of valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 867 | ' |
Reduction in shareholders' equity balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,354 | ' |
Accounts payable and certain other errors | Adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Provision) benefit for income taxes | ' | 62 | -402 | -154 | 242 | 233 | 184 | 147 | ' | -556 | 331 | -494 | 564 | ' | 806 | 540 | ' |
Shareholders' equity balance | ' | ' | ' | ' | -2,201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,201 | ' | ' |
Consolidated Statement of Operations data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursed costs incurred on behalf of managed communities | ' | 145 | 180 | 186 | 284 | 172 | 79 | 126 | ' | 366 | 205 | 511 | 377 | ' | 661 | 415 | ' |
Total revenues | ' | 151 | 186 | 252 | 284 | 172 | 79 | 126 | ' | 438 | 205 | 589 | 377 | ' | 661 | 415 | ' |
Other senior living operating expenses | ' | -285 | -909 | -883 | 580 | 560 | 440 | 420 | ' | -1,792 | 860 | -2,077 | 1,420 | ' | 2,000 | -944 | ' |
Costs incurred on behalf of managed communities | ' | 145 | 180 | 186 | 284 | 172 | 79 | 126 | ' | 366 | 205 | 511 | 377 | ' | 661 | 415 | ' |
General and administrative | ' | 253 | -392 | 324 | 32 | 31 | 25 | -48 | ' | -68 | -23 | 185 | 8 | ' | 40 | 97 | ' |
Total operating expenses | ' | 315 | -874 | -154 | 896 | 763 | 544 | 498 | ' | -1,028 | 1,042 | -713 | 1,805 | ' | 2,701 | -432 | ' |
Operating income | ' | -164 | 1,060 | 406 | -612 | -591 | -465 | -372 | ' | 1,466 | -837 | 1,302 | -1,428 | ' | -2,040 | 847 | ' |
Income from continuing operations before income taxes and equity in earnings of an investee | ' | -164 | 1,060 | 406 | -612 | -591 | -465 | -372 | ' | 1,466 | -837 | 1,302 | -1,428 | ' | -2,040 | 847 | ' |
(Provision) benefit for income taxes | ' | 62 | -402 | -154 | 242 | 233 | 184 | 147 | ' | -556 | 331 | -494 | 564 | ' | 806 | 540 | ' |
Income from continuing operations | ' | -102 | 658 | 252 | -370 | -358 | -281 | -225 | ' | 910 | -506 | 808 | -864 | ' | -1,234 | 1,387 | ' |
Net (loss) income | ' | -560 | 658 | 252 | -370 | -358 | -281 | -225 | ' | 910 | -506 | 350 | -864 | ' | -1,234 | 1,387 | ' |
Basic income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | ($0.01) | $0.01 | $0.01 | ' | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.02 | ($0.02) | ' | ($0.02) | $0.03 | ' |
Discontinued operations (in dollars per share) | ' | ($0.01) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ' | ' | ' | ' | ' |
Net income per share - basic (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ' | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 | ' |
Diluted income per share from: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ' | ($0.01) | $0.01 | $0.01 | ($0.01) | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.02 | ($0.02) | ' | ($0.02) | $0.03 | ' |
Discontinued operations (in dollars per share) | ' | ($0.01) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($0.01) | ' | ' | ' | ' | ' |
Net income per share - diluted (in dollars per share) | ' | ($0.02) | $0.01 | $0.01 | ($0.01) | ($0.01) | ($0.01) | ' | ' | $0.02 | ($0.01) | $0.01 | ($0.02) | ' | ($0.02) | $0.03 | ' |
Consolidated Balance Sheet data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related persons | ' | ' | ' | ' | 1,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,076 | ' | ' |
Total current assets | ' | ' | ' | ' | 1,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,076 | ' | ' |
Long term net deferred tax assets | ' | ' | ' | ' | 1,346 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,346 | ' | ' |
Total assets | ' | ' | ' | ' | 2,422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,422 | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' | 3,603 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,603 | ' | ' |
Due to related persons | ' | ' | ' | ' | 1,020 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,020 | ' | ' |
Total current assets | ' | ' | ' | ' | 4,623 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,623 | ' | ' |
Accumulated deficit | ' | ' | ' | ' | -2,201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,201 | ' | ' |
Total shareholders' equity | ' | ' | ' | ' | -2,201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,201 | ' | ' |
Total liabilities and shareholders' equity | ' | ' | ' | ' | $2,422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,422 | ' | ' |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | 31-May-14 | 31-May-14 |
Subsequent event | Subsequent event | ||
Dothan, Alabama | Dothan, Alabama | ||
item | Mortgage notes | ||
Subsequent Event | ' | ' | ' |
Number of living units in properties acquired | ' | 116 | ' |
Aggregate purchase price of properties acquired, excluding closing costs | ' | $19,914 | ' |
Assumption of mortgage debt | $40,289 | ' | $13,920 |