Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 20, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FIVE STAR SENIOR LIVING INC. | ||
Entity Central Index Key | 1,159,281 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 38.8 | ||
Entity Common Stock, Shares Outstanding | 50,536,924 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 26,255 | $ 16,608 |
Accounts receivable, net of allowance of $3,572 and $3,191 at December 31, 2017 and 2016, respectively | 38,673 | 38,324 |
Due from related persons | 4,774 | 17,010 |
Prepaid expenses | 11,484 | 11,342 |
Investments in available for sale securities, of which $7,310 and $9,659 are restricted as of December 31, 2017 and 2016, respectively | 22,524 | 24,081 |
Restricted cash | 20,747 | 15,059 |
Other current assets | 13,648 | 5,953 |
Assets held for sale | 59,080 | 1,010 |
Total current assets | 197,185 | 129,387 |
Property and equipment, net | 251,504 | 351,929 |
Equity investment of an investee | 8,185 | 7,116 |
Restricted cash | 1,476 | 1,909 |
Restricted investments in available for sale securities | 10,758 | 16,589 |
Other long term assets | 6,800 | 2,804 |
Total assets | 475,908 | 509,734 |
Current liabilities: | ||
Revolving credit facilities | 0 | 0 |
Accounts payable and accrued expenses | 74,734 | 68,453 |
Accrued compensation and benefits | 37,893 | 35,939 |
Due to related persons | 18,683 | 18,378 |
Mortgage notes payable | 316 | 1,903 |
Accrued real estate taxes | 11,801 | 12,784 |
Security deposits and current portion of continuing care contracts | 4,073 | 5,099 |
Other current liabilities | 36,361 | 30,430 |
Liabilities held for sale | 34,781 | 7 |
Total current liabilities | 218,642 | 172,993 |
Long term liabilities: | ||
Mortgage notes payable | 7,872 | 58,494 |
Accrued self insurance obligations | 33,082 | 36,637 |
Deferred gain on sale and leaseback transaction | 66,087 | 72,695 |
Other long term liabilities | 5,231 | 4,649 |
Total long term liabilities | 112,272 | 172,475 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $.01: 75,000,000 shares authorized, 50,524,424 and 49,995,932 shares issued and outstanding at December 31, 2017 and 2016, respectively | 505 | 500 |
Additional paid in capital | 360,942 | 359,853 |
Accumulated deficit | (220,489) | (199,521) |
Accumulated other comprehensive income | 4,036 | 3,434 |
Total shareholders’ equity | 144,994 | 164,266 |
Total liabilities and shareholders' equity | $ 475,908 | $ 509,734 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance (in dollars) | $ 3,572 | $ 3,191 |
Investments in available for sale securities, restricted (in dollars) | $ 7,310 | $ 9,659 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 50,524,424 | 49,995,932 |
Common stock, shares outstanding | 50,524,424 | 49,995,932 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Senior living revenue | $ 1,122,176 | $ 1,123,258 |
Management fee revenue | 14,080 | 12,350 |
Reimbursed costs incurred on behalf of managed communities | 259,850 | 242,500 |
Total revenues | 1,396,106 | 1,378,108 |
Operating expenses: | ||
Senior living wages and benefits | 551,102 | 553,310 |
Other senior living operating expenses | 293,419 | 284,533 |
Costs incurred on behalf of managed communities | 259,850 | 242,500 |
Rent expense | 206,531 | 201,667 |
General and administrative expenses | 75,212 | 73,516 |
Depreciation and amortization expense | 38,192 | 38,052 |
Gain on sale of senior living communities | (7,258) | 0 |
Long lived asset impairment | 2,112 | 502 |
Total operating expenses | 1,419,160 | 1,394,080 |
Operating loss | (23,054) | (15,972) |
Interest, dividend and other income | 765 | 984 |
Interest and other expense | (4,308) | (4,912) |
Gain on early extinguishment of debt | 143 | 0 |
Gain on sale of available for sale securities reclassified from accumulated other comprehensive income | 408 | 107 |
Loss from continuing operations before income taxes and equity in earnings of an investee | (26,046) | (19,793) |
Benefit (provision) for income taxes | 4,536 | (2,351) |
Equity in earnings of an investee, net of tax | 608 | 137 |
Loss from continuing operations | (20,902) | (22,007) |
Income from discontinued operations, net of tax | 0 | 194 |
Net loss | $ (20,902) | $ (21,813) |
Weighted average shares outstanding—basic and diluted | 49,204 | 48,815 |
Basic and diluted loss per share from: | ||
Continuing operations (in dollars per share) | $ (0.42) | $ (0.45) |
Discontinued operations (in dollars per share) | 0 | 0 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.42) | $ (0.45) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (20,902) | $ (21,813) |
Other comprehensive income: | ||
Unrealized gain on investments in available for sale securities, net of tax of $249 and $273, respectively | 388 | 424 |
Equity in unrealized gain of an investee, net of tax | 461 | 152 |
Realized gain on investments in available for sale securities reclassified and included in net loss, net of tax of $161 and $50, respectively | (247) | (57) |
Other comprehensive income | 602 | 519 |
Comprehensive loss | $ (20,300) | $ (21,294) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized (loss) gain on investments in available for sale securities tax | $ 249 | $ 273 |
Realized (gain) loss on investments in available for sale securities reclassified and included in net loss, tax provision (benefit) | $ 161 | $ 50 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2015 | $ 184,452 | $ 494 | $ 358,665 | $ (177,622) | $ 2,915 |
Balance (in shares) at Dec. 31, 2015 | 49,476,611 | ||||
Comprehensive loss: | |||||
Net loss | (21,813) | (21,813) | |||
Unrealized gain (loss) on investments in available for sale securities, net of tax | 424 | 424 | |||
Realized (gain) loss on investments in available for sale securities reclassified and included in net loss, net of tax | (57) | (57) | |||
Equity in unrealized gain (loss) of an investee, net of tax | 152 | 152 | |||
Comprehensive loss | (21,294) | (21,813) | 519 | ||
Grants under share award plan and share based compensation | 1,194 | $ 6 | 1,188 | ||
Grants under share award plan and share based compensation (in shares) | 569,400 | ||||
Repurchases under share award plan | (86) | (86) | |||
Repurchases under share award plan (in shares) | (50,079) | ||||
Balance at Dec. 31, 2016 | $ 164,266 | $ 500 | 359,853 | (199,521) | 3,434 |
Balance (in shares) at Dec. 31, 2016 | 49,995,932 | 49,995,932 | |||
Comprehensive loss: | |||||
Net loss | $ (20,902) | (20,902) | |||
Unrealized gain (loss) on investments in available for sale securities, net of tax | 388 | 388 | |||
Realized (gain) loss on investments in available for sale securities reclassified and included in net loss, net of tax | (247) | (247) | |||
Equity in unrealized gain (loss) of an investee, net of tax | 461 | 461 | |||
Comprehensive loss | (20,300) | (20,902) | 602 | ||
Grants under share award plan and share based compensation | 1,094 | $ 5 | 1,089 | ||
Grants under share award plan and share based compensation (in shares) | 590,600 | ||||
Repurchases under share award plan | (66) | (66) | |||
Repurchases under share award plan (in shares) | (62,108) | ||||
Balance at Dec. 31, 2017 | $ 144,994 | $ 505 | $ 360,942 | $ (220,489) | $ 4,036 |
Balance (in shares) at Dec. 31, 2017 | 50,524,424 | 50,524,424 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (20,902) | $ (21,813) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 38,192 | 38,052 |
Gain on sale of senior living communities | (7,258) | 0 |
Gain on early extinguishment of debt | (298) | 0 |
Income from discontinued operations before income tax | 0 | (194) |
Gain on sale of available for sale securities reclassified from accumulated other comprehensive income | (408) | (107) |
Loss on disposal of property and equipment | 277 | 121 |
Long lived asset impairment | 2,112 | 502 |
Equity in earnings of an investee | (608) | (137) |
Share based compensation | 1,094 | 1,194 |
Provision for losses on receivables | 4,697 | 4,033 |
Amortization of deferred gain on sale and leaseback transaction | (6,608) | (3,340) |
Other non-cash loss (income) expense adjustments, net | 703 | (531) |
Changes in assets and liabilities: | ||
Accounts receivable | (5,046) | (4,528) |
Prepaid expenses and other assets | (10,650) | 521 |
Accounts payable and accrued expenses | 6,306 | (24,661) |
Accrued compensation and benefits | 1,954 | 3,812 |
Due from (to) related persons, net | 11,439 | (7,923) |
Other current and long term liabilities | 1,120 | (8,454) |
Cash provided by (used in) operating activities | 16,116 | (23,453) |
Cash flows from investing activities: | ||
Increase in restricted cash and investment accounts, net | (5,255) | (10,846) |
Acquisition of property and equipment | (71,095) | (55,419) |
Purchases of available for sale securities | (14,409) | (8,388) |
Proceeds from sale of property and equipment | 39,800 | 21,437 |
Proceeds from sale of land | 750 | 0 |
Proceeds from sale of communities | 39,076 | 112,350 |
Proceeds from sale of available for sale securities | 22,382 | 17,905 |
Cash provided by investing activities | 11,249 | 77,039 |
Cash flows from financing activities: | ||
Proceeds from borrowings on credit facilities | 65,000 | 25,000 |
Repayments of borrowings on credit facilities | (65,000) | (75,000) |
Repayments of mortgage notes payable | (16,766) | (1,260) |
Payment of deferred financing fees | (1,889) | (300) |
Payment of employee tax obligations on withheld shares | (66) | (86) |
Cash used in financing activities | (18,721) | (51,646) |
Cash flows from discontinued operations: | ||
Net cash provided by operating activities | 1,003 | 11 |
Net cash used in investing activities | 0 | (15) |
Net cash flows provided by (used in) discontinued operations | 1,003 | (4) |
Change in cash and cash equivalents | 9,647 | 1,936 |
Cash and cash equivalents at beginning of period | 16,608 | 14,672 |
Cash and cash equivalents at end of period | 26,255 | 16,608 |
Supplemental cash flow information: | ||
Cash paid for interest | 3,932 | 4,855 |
Cash (received) paid for income taxes, net | $ (1,399) | $ 3,213 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business We are a corporation that was formed under the laws of the State of Maryland in 2001. Effective March 3, 2017, we changed our name from "Five Star Quality Care, Inc." to "Five Star Senior Living Inc." As of December 31, 2017 , we operated 283 senior living communities located in 32 states with 31,785 living units, including 253 primarily independent and assisted living communities with 29,183 living units and 30 skilled nursing facilities, or SNFs, with 2,602 living units. As of December 31, 2017 , we owned and operated 24 of these senior living communities ( 2,474 living units), we leased and operated 189 of these senior living communities ( 20,268 living units) and we managed 70 of these senior living communities ( 9,043 living units). Our 283 senior living communities included 10,745 independent living apartments, 16,164 assisted living suites and 4,876 SNF units. The foregoing numbers exclude living units categorized as out of service. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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, including contractual allowances, the allowance for doubtful accounts, self insurance reserves, long lived assets, and estimates concerning our provisions for income taxes. 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 (loss) (and income (loss) 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. Cash and Cash Equivalents. Cash and cash equivalents, consisting of short term, highly liquid investments and 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, 2017 , we and six other shareholders each owned approximately 14.3% 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, 2017 , we have invested $6,034 in AIC. 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 during the years ended December 31, 2017 or 2016 . 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 securities at December 31, 2017 and 2016 consisted primarily of debt and equity securities. Restricted investments in available for sale securities are kept as security for obligations arising from our self insurance programs. At December 31, 2017 , these available for sale securities had a fair value of $33,282 and an unrealized holding gain of $2,362 . At December 31, 2016 , these available for sale securities had a fair value of $40,670 and an unrealized holding gain of $2,133 . In 2017 and 2016 , our available for sale securities generated interest and dividend income of $762 and $930 , 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 ended: December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Investments $ 12,878 $ 129 $ 2,875 $ 80 $ 15,753 $ 209 December 31, 2016 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Investments $ 8,502 $ 233 $ 937 $ 64 $ 9,439 $ 297 We routinely evaluate our available for sale securities to determine if they have been impaired. If the fair value of an investment is less than its book or carrying 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 evaluate the fair value of our available for sale securities 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 security 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 meet 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, 2017 and 2016 . Restricted Cash. Restricted cash as of December 31, 2017 and 2016 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 and certain resident security deposits. 2017 2016 Current Long term Current Long term Insurance reserves $ 1,095 $ 1,476 $ 1,111 $ 1,909 Real estate taxes and capital expenditures as required by our mortgages 1,161 — 1,624 — Resident security deposits 655 — 588 — Workers' compensation letter of credit collateral 17,836 — 11,736 — Total $ 20,747 $ 1,476 $ 15,059 $ 1,909 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, 2017 and 2016 are amounts due from the Medicare program of $9,558 and $10,744 , respectively, and amounts due from various state Medicaid programs of $13,059 and $11,951 , 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, which amounts totaled $1,952 and $1,162 during 2017 and 2016 , respectively. Our allowance for doubtful accounts consists of the following: Balance January 1, 2016 $ 3,592 Provision for doubtful accounts 4,033 Write-offs (4,434 ) Balance December 31, 2016 3,191 Provision for doubtful accounts 4,697 Write-offs (4,316 ) Balance December 31, 2017 $ 3,572 Deferred Finance Costs. We capitalize issuance costs related to our secured credit facilities and amortize the deferred costs over the terms of the respective agreements. Our unamortized balance of deferred finance costs was $1,377 and $50 at December 31, 2017 and 2016 , respectively, of which $635 and $50 was included in other current assets on our consolidated balance sheets as of December 31, 2017 and 2016 , respectively, and $742 was included in other long term assets on our consolidated balance sheets as of December 31, 2017 . Accumulated amortization related to deferred finance costs was $738 and $175 at December 31, 2017 and 2016 , respectively. At December 31, 2017 , the weighted average amortization period remaining is less than three years . We expect the amortization expense to be incurred to be $635 , $635 and $107 in 2018, 2019 and 2020, respectively. 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 transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. Legal Proceedings and Claims. We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other government 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 government audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™ , or ASC, Topic 450, Contingencies . Under FASB ASC Topic 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. Self Insurance. We self insure up to certain limits for workers’ compensation, professional and general 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. We have established an offshore captive insurance company subsidiary which participates in our workers’ compensation and professional and general liability insurance programs. 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. Our total self insurance reserves were $66,945 and $65,526 as of the year ended December 31, 2017 and 2016 , respectively, and are included in accrued compensation and benefits, other current liabilities and accrued self insurance obligations in our consolidated balance sheets. Continuing Care Contracts. Residents at one of our communities may enter continuing care contracts with us. We offer one form of continuing care contract to new residents at this community. This 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 . Four 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. The second historical form of contract provides that the resident admission fee is 100% refundable. The third historical form of contract provides that the resident admission fee is 1% refundable and 99% non-refundable upon admission. The fourth historical form of contract provides that 30% of the resident admission fee is non-refundable upon occupancy and 70% is refundable. 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 these 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 our refundable admission fees as of December 31, 2017 and 2016 were $1,142 and $1,905 , respectively, and were included in security deposits and current portion of continuing care contracts on our consolidated balance sheets. The balance of non-refundable admission fees as of December 31, 2017 and 2016 were $1,154 and $1,252 , respectively, of which $898 and $1,301 , respectively, were included in other long term liabilities on our consolidated balance sheets. 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 FASB ASC Topic 840, Leases , and, therefore, we have accounted for all of our leases as operating leases. Other aspects of our lease accounting policies relate to the accounting for sale leaseback transactions, including the appropriate amortization of related deferred liabilities and any deferred gains or losses, and the accounting for lease incentives. Taxes. FASB ASC Topic 740, Income Taxes , prescribes how we should recognize, measure and present in our consolidated financial statements tax positions that have been taken or are expected to be taken in a tax return, including uncertain tax positions. 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. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for expected future tax consequences to be included in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. In the future, if we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit. 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 and mortgage notes payable. Except for our mortgage debt, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2017 and 2016 . We estimate the fair values of our mortgage debt using market quotes when available, discounted cash flow analyses 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 22% of our senior living revenues in each of 2017 and 2016 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 at our senior living communities totaled $109,391 and $112,116 during 2017 and 2016 , respectively. Medicaid revenues from continuing operations at our senior living communities totaled $133,048 and $126,209 during 2017 and 2016 , respectively. Some of our senior living communities require new private pay residents to pay community fees. Substantially all community fees received are non‑refundable and are recorded initially as deferred revenue and are included in other current liabilities in our consolidated balance sheets. The deferred amounts are amortized over the life of the contract. Reclassifications. We have made reclassifications to the prior years’ financial statements to conform to the current year’s presentation. These reclassifications had no effect on net loss or shareholders’ equity. Recent Accounting Pronouncements. On January 1, 2017, we adopted FASB Accounting Standards Update, or ASU, No. 2016-09, Compensation-Stock Compensation (Topic 718) , which identifies areas for simplification involving several aspects of accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This ASU requires prospective recognition of excess tax benefits and deficiencies resulting from share based compensation award vesting and exercises be recognized in our consolidated statements of operations. Previously, these amounts were recognized in additional paid in capital, and were not material to our consolidated financial statements. Excess tax benefits from share based compensation awards will continue to be reported as an operating activity, and cash paid on employees’ behalf related to shares withheld for tax purposes will continue to be classified as a financing activity, in the statement of cash flows. In addition, forfeitures will be recognized as they occur, as permitted by this ASU. The implementation of this ASU did not have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. This ASU is effective for interim and annual periods beginning after December 15, 2017. Currently, changes in fair value of these investments are recorded through other comprehensive income. Under this ASU, these changes will be recorded through earnings. We will adopt this ASU as required effective January 1, 2018. This ASU requires a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of its adoption. We have determined our adoption of this ASU will result in a cumulative adjustment to the balance sheet as of January 1, 2018 of approximately $1,100 , and we will record any changes in the fair value of our equity investments in our consolidated statements of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. This ASU requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. While we are continuing to assess the impact adopting this ASU may have on our consolidated financial statements, we believe the adoption of this ASU will have a material impact on our consolidated balance sheets due to the recognition of the lease rights and obligations as assets and liabilities. While the adoption will have no effect on the cash rent we pay, we expect amounts within our statements of operations and comprehensive (loss) income to change materially. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU clarifies 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. In July 2015, the FASB approved a one year deferral of the effective date for this ASU to interim and annual reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Additionally, real estate sales are within the scope of ASU 2014-09, as amended by ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Under the new ASUs, the income recognition for real estate sales is largely based on the transfer of control versus continuing involvement under the current guidance. As a result, more transactions may qualify as sales of real estate and gains or losses may be recognized sooner. These ASUs may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). We adopted these ASUs as required effective January 1, 2018 using the modified retrospective approach. We have determined that the adoption of these ASUs will not result in an adjustment to our beginning retained earnings and will not result in a significant change to the amount and timing of our revenue recognition. We do expect the adoption will result in expanded disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from our contracts with customers that are included in the scope of these ASUs. A substantial portion of our revenue relates to contracts with residents that are generally short term in nature and fall under ASC Topic 840, Leases , which are specifically excluded from the scope of ASU No. 2014-09. Our contracts with residents and other customers that are included in the scope of these ASUs are also generally short term in nature and revenue is recognized when services are provided. Upon the adoption of these ASUs, we will separately disclose the components of our senior living revenue between lease revenue accounted for under the existing lease guidance and service revenue accounted for under the new ASUs. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires a financial asset or a group of financial assets measured at amortized cost basis, to be presented at the net amount expected to be collected. This ASU eliminates the probable initial recognition threshold and instead reflects an entity’s current estimate of all expected credit losses. In addition, this ASU amends the current available for sale security other-than-temporary impairment model for debt securities. The length of time that the fair value of an available for sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists and credit losses will now be limited to the difference between a security’s amortized cost basis and its fair value. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU No. 2016-15 is effective for reporting periods beginning after December 15, 2017. Upon adoption of this ASU, we will adjust the classification of certain cash receipts and cash payments in our consolidated statements of cash flows but these changes will not be material to the consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. In the event restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet and disclose information about the nature of the restrictions. ASU No. 2016-18 is effective for reporting periods beginning after December 15, 2017. Upon the adoption of ASU No. 2016-18, we will reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents, whereas under the current guidance we explain the changes during the period for cash and cash equivalents only. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or of businesses. The amendments in this ASU provide a screen to determine when an acquired set of activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the assets are not a business. This ASU is effective for reporting periods beginning after December 15, 2017. We expect that most future acquisitions, if completed with terms similar to historical transactions, will be treated as acquisitions of assets rather than as business combinations, as substantially all of the fair value of the assets we typically acquire is concentrated in real estate. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under business combination guidance. In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20) , which shortens the amortization period for certain callable debt securities held at a premium. Specifically, this ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) , which provides additional guidance on which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. This ASU is effective for reporting periods beginning after December 15, 2017. The adoption of this ASU will not have a material impact on our consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) , which permits an entity to reclassify the tax effects that remain recorded within other comprehensive income to retained earnings as a result of the December 2017 tax reform. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. Segment Information. We have two operating segments: (i) senior living communities and (ii) rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of others independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. In th |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, December 31, 2017 2016 Land $ 16,383 $ 22,261 Buildings and improvements 211,812 304,044 Furniture, fixtures and equipment 208,262 193,286 Property and equipment, at cost 436,457 519,591 Accumulated depreciation (184,953 ) (167,662 ) Property and equipment, net $ 251,504 $ 351,929 We recorded depreciation expense relating to our property and equipment of $37,996 and $36,462 for the years ended December 31, 2017 and 2016 , respectively. We review the carrying value of long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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 based on input from market participants, our experience selling similar assets, market conditions and internally developed cash flow models that our assets or asset groups are expected to generate, and we consider these estimates to be a Level 3 fair value measurement. As a result of our long lived assets impairment review, we recorded $528 and $502 of impairment charges to certain of our long lived assets in continuing operations for the years ended December 31, 2017 and 2016 , respectively. The fair values of the impaired assets were $341 and $337 as of December 31, 2017 and 2016 , respectively. We also recorded long lived asset impairment charges of $1,584 for the year ended December 31, 2017 to reduce the carrying value of one senior living community we classified as held for sale to its estimated fair value less costs to sell. See Note 9 for further information regarding the sale of this community. As of December 31, 2017, we had $59,080 of net property and equipment classified as held for sale and presented separately on our consolidated balance sheets. See Note 9 for more information regarding our communities classified as held for sale. As of December 31, 2016 , we had $7,255 of assets related to our leased senior living communities included in our property and equipment that we subsequently sold during the year ended December 31, 2017 to Senior Housing Properties Trust or its subsidiaries, or SNH, for increased rent pursuant to the terms of our leases with SNH. As of December 31, 2017 , we had $1,702 of assets related to our leased senior living communities included in our property and equipment that we currently expect to request that SNH purchase from us for an increase in future rent; however, SNH is not obligated to purchase such amounts. See Note 9 for more information regarding our leases and other arrangements with SNH. |
Other Intangible Assets and Goo
Other Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets and Goodwill | Other Intangible Assets The other intangible assets balance is made up of management agreements, trademarks, resident agreements, liquor licenses and other intangible assets that we primarily acquired in connection with our acquisitions of senior living communities. The changes in the carrying amount of our other intangible assets for the years ended December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 5,676 (5,596 ) 80 8,013 (7,737 ) 276 5,867 (5,596 ) 271 8,204 (7,737 ) 467 In December 2017, we disposed of $2,337 of fully amortized indefinite lived intangible assets in connection with the sale of two senior living communities. See Note 9 for further information regarding the sale of these communities. We amortize definite lived 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 definite lived intangible assets for the years ended December 31, 2017 and 2016 was $196 and $1,590 , respectively. At December 31, 2017 , the weighted average amortization period remaining for these intangible assets is approximately one year . Amortization expense is estimated to be approximately $80 in 2018 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of our deferred tax assets and liabilities at December 31, 2017 and 2016 , which are included in other long term assets on our consolidated balance sheets, were as follows: 2017 2016 Non-current deferred tax assets: Allowance for doubtful accounts 933 1,254 Deferred gains on sale and leaseback transactions 20,548 33,121 Insurance reserves 2,369 3,976 Tax credits 20,286 21,647 Tax loss carryforwards 35,999 41,160 Depreciable assets 4,114 1,795 Goodwill 3,865 6,478 Other assets 1,301 2,003 Total non-current deferred tax assets before valuation allowance 89,415 111,434 Valuation allowance: (80,154 ) (100,524 ) Total non-current deferred tax assets 9,261 10,910 Non-current deferred tax liabilities: Lease expense (5,941 ) (9,660 ) Employee stock grants (36 ) (72 ) Other liabilities (1,312 ) (1,178 ) Total non-current deferred tax liabilities (7,289 ) (10,910 ) Net deferred tax assets $ 1,972 $ — On December 22, 2017, legislation commonly referred to as the Tax Cuts and Jobs Act of 2017, or the TCJA, became effective, enacting significant change to the United States Internal Revenue Code of 1986, as amended, or the IRC. Among other things, the TCJA reduces the corporate income tax rate from 35% to 21%, repeals the corporate alternative minimum tax, or AMT, limits various business deductions, modifies the maximum usage of net operating losses and significantly modifies various international tax provisions. The changes effected by the TCJA are generally effective for tax years ending after December 31, 2017. While the corporate income tax rate reduction took effect on January 1, 2018, the carrying value of deferred tax assets and liabilities is determined by the enacted federal corporate income tax rate. As a result, our deferred tax assets and liabilities and resulting valuation allowance as of December 31, 2017 have decreased by $24,200 and $24,000 , respectively. In connection with the elimination of the AMT, the TCJA permits the monetization of AMT credits. We previously recorded a valuation allowance against our AMT credit generated in 2016. The TCJA has made this credit refundable, and we therefore recorded a benefit of $ 1,108 related to the reversal of the valuation allowance. In addition, the TCJA will have other impacts on us in the future. Our federal net operating losses incurred prior to December 31, 2017 will continue to have a 20-year carryforward limitation applied to them and will need to be evaluated for recoverability in the future. Federal net operating losses incurred after December 31, 2017, if any, will have an indefinite life, but their usage will be limited to 80% of taxable income in any given year. As of December 31, 2017 , our federal net operating loss carryforwards, which are scheduled to begin expiring in 2026 if unused, were approximately $91,255 , and our federal tax credit carryforwards, which begin expiring in 2022 if unused, were approximately $19,423 . The Internal Revenue Service, or the IRS, has completed its examination of our 2014 federal income tax return and there were no adjustments. At December 31, 2017 , our federal income tax returns filed for the 2015 and 2016 tax years are subject to examination and our federal net operating loss carryforwards and tax credit carryforwards are subject to adjustment by the IRS. Management assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. An important piece of objective negative evidence evaluated was the significant losses we incurred over the three year period ending December 31, 2017 . That objective negative evidence is difficult to overcome and would require a substantial amount of objectively verifiable positive evidence beyond projections of future income to support the realizability of our deferred tax assets. Accordingly, on the basis of that assessment, we have recorded a valuation allowance against the majority of our deferred tax assets and liabilities as of December 31, 2017 and all of our deferred tax assets and liabilities as of December 31, 2016. In the future, if we believe that we will more likely than not realize the benefit of these deferred tax assets, we will adjust our valuation allowance and recognize an income tax benefit, which may affect our results of operations. The changes in our valuation allowance for deferred tax assets were as follows: Balance at Beginning of Period Amounts Charged To Expense Amounts Charged Off, Net of Recoveries Amounts Charged (Credited) to Equity Balance at End of Period Year Ended December 31, 2016 $ 90,726 $ 10,021 $ — $ (223 ) $ 100,524 Year Ended December 31, 2017 $ 100,524 $ — $ (20,280 ) $ (90 ) $ 80,154 For the year ended December 31, 2017, we recognized a benefit for income taxes from continuing operations of $4,536 primarily related to our monetization of AMT credits. For the year ended December 31, 2016, we recognized a provision for income taxes from continuing operations of $2,351 , primarily related to the state taxes on the gain we realized for tax purposes in connection with the June 2016 sale and leaseback transaction. We had no operating results from discontinued operations for the year ended December 31, 2017 . We recognized an immaterial amount of tax expense from discontinued operations for the year ended December 31, 2016. The (benefit) provision for income taxes from continuing operations is as follows: Years Ended December 31, 2017 2016 Current tax (benefit) provision: Federal $ (3,167 ) $ (319 ) State 603 2,670 Total current tax (benefit) provision (2,564 ) 2,351 Deferred tax (benefit) provision: Federal (1,109 ) — State (863 ) — Total deferred tax (benefit) provision (1,972 ) — Total tax (benefit) provision $ (4,536 ) $ 2,351 The principal reasons for the difference between our effective tax rate on continuing operations and the U.S. federal statutory income tax rate are as follows: For the years ended December 31, 2017 2016 Taxes at statutory U.S. federal income tax rate (35.0 )% (35.0 )% State and local income taxes, net of federal tax benefit 1.5 % (0.7 )% Tax credits (9.0 )% (9.1 )% Change in valuation allowance (72.0 )% 55.6 % Tax rate change 95.1 % — % Other differences, net 1.5 % 1.3 % Effective tax rate (17.9 )% 12.1 % 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. As of December 31, 2017 and 2016 , there were no unrecognized tax benefits. We recognize interest and penalties related to income taxes in income tax expense, and such amounts were not material for the years ended December 31, 2017 and 2016. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We calculated EPS for the years ended December 31, 2017 , and 2016 using the weighted average number of common shares outstanding during the periods. When applicable, diluted EPS reflects the more dilutive earnings per common share amount calculated using the two class method or the treasury stock method. The years ended December 31, 2017 and 2016 had 1,056,923 and 866,041 , respectively, of potentially dilutive restricted unvested common shares that were not included in the calculation of diluted EPS because to do so would have been antidilutive. |
Fair Values of Assets and Liabi
Fair Values of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Assets and Liabilities | 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, Fair Value Measurements and Disclosures . 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. Recurring Fair Value Measures The tables below present the assets measured at fair value at December 31, 2017 and 2016 categorized by the level of inputs used in the valuation of each asset. As of December 31, 2017 Description Total Quoted Prices in Active Markets for Identical (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents (1) $ 23,578 $ 23,578 $ — $ — Available for sale securities: (2) Equity securities Financial services industry 2,199 2,199 — — REIT industry 145 145 — — Other 4,068 4,068 — — Total equity securities 6,412 6,412 — — Debt securities International bond fund (3) 2,511 — 2,511 — High yield fund (4) 2,744 — 2,744 — Industrial bonds 2,017 — 2,017 — Technology bonds 2,972 — 2,972 — Government bonds 10,707 10,610 97 — Energy bonds 1,216 — 1,216 — Financial bonds 1,423 — 1,423 — Other 3,280 — 3,280 — Total debt securities 26,870 10,610 16,260 — Total available for sale securities 33,282 17,022 16,260 — Total $ 56,860 $ 40,600 $ 16,260 $ — As of December 31, 2016 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents (1) $ 17,702 $ 17,702 $ — $ — Available for sale securities: (2) Equity securities Financial services industry 2,149 2,149 — — REIT industry 393 393 — — Other 3,901 3,901 — — Total equity securities 6,443 6,443 — — Debt securities International bond fund (3) 2,452 — 2,452 — High yield fund (4) 2,587 — 2,587 — Industrial bonds 5,394 — 5,394 — Technology bonds 4,956 — 4,956 — Government bonds 10,403 6,326 4,077 — Energy bonds 2,360 — 2,360 — Financial bonds 1,754 — 1,754 — Other 4,321 — 4,321 — Total debt securities 34,227 6,326 27,901 — Total available for sale securities 40,670 12,769 27,901 — Total $ 58,372 $ 30,471 $ 27,901 $ — _______________________________________ (1) Cash equivalents consist of short term, highly liquid investments and money market funds held principally for obligations arising from our self insurance programs. Cash equivalents are reported in our consolidated balance sheets as cash and cash equivalents and current and long term restricted cash. Cash equivalents include $20,316 and $14,638 of balances that are restricted at December 31, 2017 and 2016 , respectively. (2) As of December 31, 2017 , our investments in available for sale securities had a fair value of $33,282 with an amortized cost of $30,920 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,571 , net of unrealized losses of $209 . As of December 31, 2016 , our investments in available for sale securities had a fair value of $40,670 with an amortized cost of $38,537 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,430 , net of unrealized losses of $297 . At December 31, 2017 , 47 of the securities we hold, with a fair value of $12,878 , have been in a loss position for less than 12 months and 13 of the securities we hold, with a fair value of $2,875 , 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, or 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, 2017 and 2016 , we received gross proceeds of $22,382 and $17,905 , respectively, in connection with the sales of available for sale securities and recorded gross realized gains totaling $639 and $446 , respectively, and gross realized losses totaling $231 and $339 , respectively. We record gains and losses on sales of our available for sale securities using the specific identification method. (3) The investment strategy of this fund is to invest principally in fixed income securities issued by non-U.S. issuers. 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, 2017 , 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, 2017 . The carrying values of accounts receivable and accounts payable approximate fair value as of December 31, 2017 and December 31, 2016 . The carrying value and fair value of our mortgage notes payable were $8,188 and $9,617 , respectively, as of December 31, 2017 and $60,397 and $64,905 , respectively, as of December 31, 2016 , 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. The carrying value and fair value of our mortgage notes payable as of December 31, 2017, exclude $34,781 of mortgage notes payable categorized as held for sale and presented separately on our consolidated balance sheets. See Note 9 for more information regarding our communities classified as held for sale. Nonrecurring Fair Value Measures We review the carrying value of our long lived assets, including our property and equipment and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. See Note 3 for further information regarding fair value measurements related to impairments of our long lived assets we recorded in continuing operations and Note 12 for more information regarding fair value measurements related to impairments of our long lived assets in discontinued operations. The fair value of assets held for sale is determined based on the use of appraisals, input from market participants, our experience selling similar assets and/or internally developed cash flow models, all of which are considered to be Level 3 fair value measurements. See Note 3 for further information regarding fair value measurements related to impairments of our long lived assets classified as held for sale. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness We previously had a $100,000 secured revolving credit facility, or our prior credit facility, which was scheduled to mature in April 2017. In February 2017, we replaced our prior credit facility with a new $100,000 secured revolving credit facility, or our credit facility, with terms substantially similar to those of our prior credit facility. We paid fees of $1,889 in connection with the closing of our credit facility, which fees were deferred and will be amortized over the initial term of our credit facility. Our credit facility is available for general business purposes, including acquisitions, provides for issuance of letters of credit and matures in February 2020. Subject to our payment of extension fees and meeting other conditions, we have options to extend the stated maturity date of our credit facility for two , one year periods. We are required to pay interest at a rate based on, at our option, LIBOR or a base rate, plus a premium, or 3.87% and 5.75% , respectively, per annum as of December 31, 2017 , on outstanding borrowings under our credit facility. We are also required to pay a quarterly commitment fee of 0.35% per annum on the unused part of the available borrowings under our credit facility. We can borrow, repay and re-borrow funds available until maturity, and no principal repayment is due until maturity. The weighted average annual interest rate for borrowings under our credit facility and our prior credit facility, as applicable, was 5.4% and 3.3% , respectively, for the years ended December 31, 2017 and 2016 , respectively. We had no borrowings outstanding under our prior credit facility during the year ended December 31, 2017 . As of December 31, 2017 , we had letters of credit issued under our credit facility in an aggregate amount of $2,724 and $97,276 available for borrowing under our credit facility. We incurred aggregate interest expense and other associated costs related to our credit facilities of $1,296 and $1,621 for the years ended December 31, 2017 and 2016 , respectively. Certain of our subsidiaries guarantee our obligations under our credit facility, which is secured by real estate mortgages on 10 senior living communities with a combined 1,219 living units owned by our guarantor subsidiaries and our guarantor subsidiaries’ accounts receivable and related collateral. The amount of available borrowings under our credit facility is subject to our having qualified collateral, which is primarily based on the value of the communities securing our obligations under the applicable facility. Accordingly, the maximum availability of borrowings under our credit facility at any time may be less than $100,000 . Our credit facility provides for acceleration of payment of all amounts outstanding under our credit facility upon the occurrence and continuation of certain events of default, including a change of control of us, as defined. The agreement that governs our credit facility contains a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to pay dividends or make other distributions to our stockholders in certain circumstances, and requires us to maintain financial ratios and a minimum net worth. In April 2016, we extended the maturity date of our prior credit facility to April 13, 2017, and we paid a fee of $300 in connection with this extension. In connection with the June 2016 sale and leaseback transaction with SNH, we reduced the aggregate commitments under our prior credit facility from $150,000 to $100,000 because, as part of that transaction, we sold to SNH five senior living communities that had been collateral under our prior credit facility before the sale. We previously had a $25,000 secured revolving line of credit that matured on March 18, 2016, that we did not extend or replace. We had no borrowings outstanding under this line of credit during the years ended December 31, 2017 or 2016 . We incurred associated costs of $45 related to this line of credit for the year ended December 31, 2016 . In September 2017, we entered a new letter of credit for $1,500 under our credit facility which is used as security for our purchasing cards we utilize at certain senior living communities we operate. This letter of credit matures in October 2018. In June 2017, we increased from $11,700 to $17,800 our letter of credit that is used as security for our workers' compensation insurance program and is collateralized by our cash equivalents. This letter of credit matures in June 2018 when we expect to be required to renew it and the required amount to be adjusted. At December 31, 2017 , the cash equivalent collateral is classified as short term restricted cash which amount includes accumulated interest, in our consolidated balance sheets. At December 31, 2017 , we had six other irrevocable standby letters of credit outstanding, totaling $1,224 , which secure certain of our other obligations; these letters of credit currently mature between April 2018 and September 2018 and are required to be renewed annually. Our obligations under these letters of credit are issued under our credit facility. At December 31, 2017 , four of our senior living communities were encumbered by mortgages. Three of these communities were classified as held for sale and the carrying value of these communities, including the mortgages related to the communities as of December 31, 2017 is presented separately as held for sale in our consolidated balance sheets. See Note 9 for further information regarding the classification and terms around the sale of these and other communities. These mortgages contain standard mortgage covenants. We recorded mortgage discounts or premiums in connection with the assumption of this mortgage debt as part of our acquisitions of encumbered communities in order to record the assumed mortgage debts at their estimated fair value. We amortize these mortgage discounts or premiums as an increase or reduction of interest expense until the maturity of the respective mortgage debt. Payments of principal and interest are due monthly under these mortgage debts until maturity. The following table is a summary of these mortgage debts as of December 31, 2017 : Balance as of Contractual Stated Effective Monthly December 31, 2017 Interest Rate Interest Rate Maturity Date Payment Lender Type Held and used: $ 8,494 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation Held for sale: 16,734 (2) 5.75 % 4.83 % October 2022 105 Commercial lender 16,803 (3) 6.64 % 5.86 % June 2023 123 Federal National Mortgage Association 33,537 (4) 6.19 % 5.34 % 228 $ 42,031 6.20 % 5.60 % $ 300 _______________________________________ (1) Contractual principal payment excluding unamortized discount and debt issuance costs of $306 . (2) Mortgage debt expected to be assumed by SNH in connection with the sale to SNH of the two senior living communities that secure this debt during the first half of 2018. (3) Mortgage debt was assumed by SNH in February 2018 in connection with the sale to SNH of the senior living community that secures this debt. (4) Contractual principal payment excluding unamortized net premium and debt issuance costs of $1,244 . We incurred mortgage interest expense, net of discount or premium amortization, of $3,012 and $3,235 for the years ended December 31, 2017 and 2016 , respectively. Our mortgage debts require monthly payments into escrows for taxes, insurance and property replacement funds; certain withdrawals from escrows for our Federal National Mortgage Association, or FNMA, and Federal Home Loan Mortgage Corporation, or FMCC, mortgages require applicable FNMA and FMCC approval. In September 2017, we prepaid one of our FNMA mortgage notes that had a principal balance of $13,105 and required interest at the contracted rate of 6.47% per annum. In connection with this prepayment, we recorded a gain of $143 on early extinguishment of debt, net of unamortized premiums and a prepayment penalty equal to 1% of the principal prepaid. In December 2017, in connection with the sale of one of our senior living communities to SNH, we prepaid one of our FMCC mortgage notes that had a principal balance of $2,375 and required interest at the contracted rate of 6.36% per annum. In connection with this prepayment, we recorded a loss of $145 on early extinguishment of debt, net of unamortized discounts and a prepayment penalty equal to approximately 3% of the principal prepaid, which amount is included in the gain on sale of senior living communities in our consolidated statements of operations. Principal payments due under the terms of the mortgage classified as held and used are as follows: 2018 $ 343 2019 365 2020 387 2021 413 2022 440 Thereafter 6,546 $ 8,494 Less: Unamortized net discount and debt issuance costs $ (306 ) Total mortgage notes payable $ 8,188 Less: Short term portion of mortgage notes payable $ (316 ) Long term portion of mortgage notes payable $ 7,872 As of December 31, 2017 , we believe we were in compliance with all applicable covenants under our credit facility and mortgage debts. |
Leases with SNH and HCP and Man
Leases with SNH and HCP and Management Agreements with SNH | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases with SNH and HCP and Management Agreements with SNH | Leases with SNH and HCP and Management Agreements with SNH Senior Living Communities Leased from SNH . We are SNH’s largest tenant and SNH is our largest landlord. We leased 185 senior living communities from SNH as of December 31, 2017 and 2016. We lease senior living communities from SNH pursuant to five leases with SNH. Under our leases with SNH, we pay SNH annual rent plus percentage rent equal to 4% of the increase in gross revenues at SNH’s senior living communities over base year gross revenues as specified in the applicable lease. Our obligation to pay percentage rent under Lease No. 5 commences in 2018. Our total annual rent payable to SNH was $207,026 as of December 31, 2017, excluding percentage rent. Our total rent expense under all of our leases with SNH, net of lease inducement amortization and the amortization of the deferred gain associated with the sale and leaseback transaction with SNH in June 2016 described below, was $203,639 and $198,786 for the years ended December 31, 2017 and 2016, respectively, which amounts included $5,533 and $5,646 , respectively, of percentage rent. As of December 31, 2017 and 2016, we had outstanding rent due and payable to SNH of $18,555 and $18,338 , respectively, which are presented in due to related persons in our consolidated balance sheets. Under our leases with SNH, we have the option to extend the lease term for two consecutive 10 or 15 year terms. SNH has the right, in connection with a financing or other capital raising transaction, to reassign one or more of the communities covered by Lease No. 3 or Lease No. 5 to another of our long term lease agreements with SNH. Our leases with SNH are “triple net” leases, which generally require us to pay rent and all property operating expenses, to indemnify SNH from liability which may arise by reason of its ownership of the properties, to maintain the properties at our expense, to remove and dispose of hazardous substances on the properties in compliance with applicable law and to maintain insurance on the properties for SNH’s and our benefit. In the event of any damage, or immaterial condemnation, of a leased property, we are generally required to rebuild with insurance or condemnation proceeds or, if such proceeds are insufficient, other amounts made available by SNH, if any, but if other amounts are made available by SNH, our rent will be increased accordingly. In the event of any material or total condemnation of a leased property, the lease will terminate with respect to that leased property, in which event SNH will be entitled to the condemnation proceeds and our rent will be reduced accordingly. In the event of any material or total destruction of a leased property, we may terminate the lease with respect to that leased property, in which event we are required to pay to SNH any shortfall in the amount of proceeds SNH receives from insurance compared to the replacement cost of that leased property and our rent will be reduced accordingly. Under our leases with SNH, we may request that SNH purchase certain improvements to the leased communities in return for rent increases in accordance with a formula specified in the applicable lease; however, SNH is not obligated to purchase such improvements and we are not obligated to sell them to SNH. During the years ended December 31, 2017 and 2016 , SNH purchased $39,800 and $21,437 , respectively, of such improvements and our annual rent payable to SNH increased by $3,193 and $1,720 , respectively, in accordance with the terms of the applicable leases. At December 31, 2017 , our property and equipment balance included $1,702 of improvements of the type we typically request that SNH purchase for an increase in rent; however SNH is not obligated to purchase these improvements. In September 2016, we and SNH sold a former SNF located in Wisconsin that was not classified as held for sale and our annual rent payable to SNH decreased by $25 as a result. Since January 1, 2016, we and SNH added senior living communities to our leases with SNH and engaged in other transactions impacting our leases with SNH, as follows: • In June 2016, we entered a transaction agreement, or the 2016 Transaction Agreement, and related agreements with SNH pursuant to which we sold seven senior living communities to SNH, as further described below. • In September 2016, SNH acquired an additional living unit at a senior living community we lease from SNH located in Florida which was added to the lease for that senior living community, and our annual rent payable to SNH increased by $10 as a result. • In December 2016, we began leasing from SNH two senior living communities located in Illinois with a combined 126 living units which were added to one of our leases with SNH, and our annual rent payable to SNH increased by $1,400 as a result. • During the quarter ended June 30, 2017, we and SNH agreed to amend the applicable lease for certain construction, expansion and development projects at two senior living communities we lease from SNH. If and when we request that SNH purchase improvements related to these specific projects from us, our annual rent payable to SNH will increase by an amount equal to the interest rate then applicable to SNH’s borrowings under its revolving credit facility plus 2% per annum of the amount SNH purchased. This amount of increased rent will apply until 12 months after a certificate of occupancy is issued with respect to the project; thereafter, our annual rent payable to SNH will be revised to equal the amount otherwise determined pursuant to the capital improvement formula specified in the applicable lease. • In August 2017, we sold to SNH a land parcel adjacent to a senior living community located in Delaware that we lease from SNH for $750 , excluding closing costs. This land parcel was added to the applicable lease and our annual minimum rent payable to SNH increased by $33 in accordance with the terms of that lease. In June 2016, we entered the 2016 Transaction Agreement and related agreements with SNH. Pursuant to the 2016 Transaction Agreement, on June 29, 2016, we sold seven senior living communities to SNH for an aggregate purchase price of $112,350 , and SNH simultaneously leased these communities back to us under the new long term Lease No. 5. Pursuant to Lease No. 5, we are required to pay SNH initial annual rent of $8,426 , plus, beginning in 2018, percentage rent equal to 4% of the amount by which gross revenues, as defined in Lease No. 5, of each community exceeds gross revenues of such community in 2017. The initial term of Lease No. 5 expires on December 31, 2028, subject to our options to extend the term of Lease No. 5 for two consecutive 15 year terms. In accordance with FASB ASC Topic 840, Leases , the June 2016 sale and leaseback transaction with SNH qualified for sale-leaseback accounting and we have classified Lease No. 5 as an operating lease. Accordingly, the carrying value of the senior living communities we sold to SNH of $29,706 was removed from our consolidated balance sheets, and the gain generated from the sale of $82,644 was deferred and is being amortized as a reduction of rent expense over the initial term of Lease No. 5. As of December 31, 2017 , the short term portion of the deferred gain in the amount of $6,609 is presented in other current liabilities in our consolidated balance sheets, and the long term portion of $66,087 is presented separately in our consolidated balance sheets. We incurred transaction costs of approximately $750 in connection with the sale of these senior living communities to SNH, which amount was expensed in full during the year ended December 31, 2016. Senior Living Communities Leased from HCP . As of December 31, 2017 , we leased four senior living communities under one lease with HCP, Inc., or HCP. This lease is also a “triple net” lease which requires 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 the operations during the lease term. Our lease with HCP contains a minimum annual escalator of 2% , but not greater than 4% , depending on increases in certain cost of living indexes and expires on April 30, 2028 and includes one 10 year renewal option. The following table is a summary of our leases with SNH and with HCP as of December 31, 2017 : Number of Properties Annual Minimum Rent as of December 31, 2017 Current Expiration date Remaining Renewal Options 1. Lease No. 1 for SNFs and independent and assisted living communities 83 $ 59,671 December 31, 2024 Two 15-year renewal options. 2. Lease No. 2 for SNFs and independent and assisted living communities 47 66,375 June 30, 2026 Two 10-year renewal options. 3. Lease No. 3 for independent and assisted living communities 17 35,649 December 31, 2028 Two 15-year renewal options. 4. Lease No. 4 for SNFs and independent and assisted living communities 29 35,477 April 30, 2032 Two 15-year renewal options. 5. Lease No. 5 for independent and assisted living communities 9 9,854 December 31, 2028 Two 15-year renewal options. 6. One HCP lease 4 2,706 April 30, 2028 One 10-year renewal option. Totals 189 $ 209,732 The future minimum rents required by our leases as of December 31, 2017 , are as follows: 2018 209,768 2019 209,823 2020 209,879 2021 209,936 2022 209,995 Thereafter 972,651 $ 2,022,052 Senior Living Communities Managed for the Account of SNH . We managed 70 and 68 senior living communities for the account of SNH as of December 31, 2017 and 2016, respectively, pursuant to long term management agreements and pooling agreements that combine various calculations of revenues and expenses from the operations of the communities covered by the applicable pooling agreement. We earned base management fees from SNH of $12,970 and $11,548 for the years ended December 31, 2017 and 2016 , respectively. In addition, we earned incentive fees of $0 and $108 and fees for our management of capital expenditure projects at the communities we managed for the account of SNH of $845 and $432 for the years ended December 31, 2017 and 2016 , respectively, which amounts are included in management fee revenue in our consolidated statements of operations. We have pooling agreements with SNH that combine most of our management agreements with SNH that include assisted living units, or our AL Management Agreements. The pooling agreements combine various calculations of revenues and expenses from the operations of the applicable communities covered by such agreements. Our AL Management Agreements and the pooling agreements generally provide that we receive from SNH: • a management fee equal to either 3% or 5% of the gross revenues realized at the applicable communities, • reimbursement for our direct costs and expenses related to such communities, • an annual incentive fee equal to either 35% or 20% of the annual net operating income of such communities remaining after SNH realizes an annual minimum return equal to either 8% or 7% of its invested capital, or, in the case of certain of the communities, a specified amount plus 7% of its invested capital since December 31, 2015, and • a fee for our management of capital expenditure projects equal to 3% of amounts funded by SNH. Pursuant to the 2016 Transaction Agreement, on June 29, 2016, we and SNH terminated three of our four then existing pooling agreements and entered 10 new pooling agreements, or the New Pooling Agreements, that combined all but two of our existing AL Management Agreements. Under the New Pooling Agreements, the calculations of our fees and of SNH’s annual minimum return related to AL Management Agreements that became effective before May 2015 and had been pooled under one of the previously existing pooling agreements are generally the same as they were under the previously existing pooling agreements. However, for certain communities, the New Pooling Agreements reduced SNH’s annual minimum return to 7% , and also, with respect to certain of the communities, reset SNH’s annual minimum return as of January 1, 2016 to specified amounts. For AL Management Agreements that became effective from and after May 2015, the New Pooling Agreements increased our management fee from 3% to 5% of the gross revenues realized at the applicable community, and changed our annual incentive fee from 35% to 20% of the annual net operating income of the applicable community remaining after SNH realizes its requisite annual minimum return. Our management agreements with SNH for the part of the senior living community owned by SNH and located in Yonkers, New York that is not subject to the requirements of New York healthcare licensing laws, as described elsewhere herein, and for the assisted living community owned by SNH and located in Villa Valencia, California, are not currently included in any of our pooling agreements with SNH. We also have a pooling agreement with SNH that combines our management agreements with SNH for senior living communities consisting only of independent living units. Our management agreements with SNH generally expire between 2030 and 2041, and are subject to automatic renewal for two consecutive 15 year terms, unless earlier terminated or timely notice of nonrenewal is delivered. These management agreements also generally provide that we, in some cases, 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 certain change in control events affecting the other party, as defined in the applicable agreements, including the adoption of any stockholder proposal (other than a precatory proposal) with respect to the other party, or the election to the board of directors or trustees, as applicable, of the other party of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of the other party’s board of directors or board of trustees, as applicable, in office immediately prior to the making of such proposal or the nomination or appointment of such individual. Since January 1, 2016, we began managing additional senior living communities of SNH, the terms of which are described below, and engaged in other transactions relevant to our management and pooling arrangements with SNH, as follows: • In April, May and July 2016, we began managing for the account of SNH three senior living communities located in North Carolina, Georgia and Alabama, respectively, with a combined 301 living units. • In December 2016, we began managing for the account of SNH five senior living communities located in Georgia with a combined 395 living units. In connection with our entering into these management agreements with SNH, we entered an additional pooling agreement with SNH on terms substantially consistent with those of the New Pooling Agreements described above. • Also in December 2016, SNH acquired a land parcel adjacent to a senior living community located in Georgia that we manage for the account of SNH which was added to the management agreement for the senior living community. • Also in December 2016, SNH sold a memory care building located in Florida that we historically managed, and the separate management agreement for this building was terminated as a result. • During the quarter ended June 2017, we and SNH agreed to amend the applicable management and pooling agreements for a construction, expansion and development project at a senior living community that SNH owns and that is managed by us. SNH’s minimum return on invested capital for this specific project will increase by an amount equal to the interest rate then applicable to its borrowings under its revolving credit facility plus 2% per annum. This amount of increased minimum return will apply until 12 months after a certificate of occupancy is issued with respect to the project; thereafter, the amount of annual minimum return on invested capital will be revised to equal the amount otherwise determined pursuant to the applicable management and pooling agreements. We and SNH also agreed that the commencement of the measurement period for determining whether the specified annual minimum return under the applicable management and pooling agreements has been achieved will be deferred until 12 months after a certificate of occupancy is issued with respect to the project. • In November 2017, we entered a transaction agreement, or the 2017 Transaction Agreement, with SNH pursuant to which we agreed to sell six senior living communities to SNH, as further described below. In November 2017, we entered the 2017 Transaction Agreement with SNH pursuant to which we agreed to sell six senior living communities to SNH. The aggregate sales price for these six senior living communities is $104,367 , including $2,375 of mortgage debt that we prepaid with proceeds in December 2017 in connection with the sale of one senior living community and SNH’s assumption of, as of December 31, 2017, approximately $33,537 of mortgage debt principal secured by certain of these senior living communities and excluding closing costs. Pursuant to the 2017 Transaction Agreement, we also agreed that, as we sell these communities, we and SNH would enter new management agreements for us to manage these senior living communities for SNH and the new management agreements would be combined pursuant to two new pooling agreements to be entered between us and SNH. In December 2017, January 2018 and February 2018, we sold to, and began managing for the account of, SNH four of these senior living communities and in connection with those sales, we entered management agreements with SNH for each of these senior living communities and two new pooling agreements with SNH. Pursuant to the terms of the management and pooling agreements for five of these senior living communities, SNH will pay us a management fee equal to 5% of the gross revenues realized at these communities plus reimbursement for our direct costs and expenses related to our operation of these communities, as well as an annual incentive fee equal to 20% of the annual net operating income of such communities remaining after SNH realizes an annual minimum return equal to 7% of its invested capital for these senior living communities. The terms of the management and pooling agreements for one of these senior living communities that is subject to an ongoing construction, expansion and development project are substantially the same as the terms of the management and pooling agreements for the other five senior living communities, except that SNH’s annual minimum return on invested capital related to the ongoing construction, expansion and development project at this community will be an amount equal to the interest rate then applicable to its borrowings under its revolving credit facility plus 2% per annum. This amount of minimum return will apply until the earlier of 12 months after a certificate of occupancy is issued with respect to the project and the third anniversary of our sale of this community; thereafter, the amount of annual minimum return on invested capital related to this project will be 7% of SNH’s invested capital. Also pursuant to the terms of the management and pooling agreements for these senior living communities, SNH will pay us a fee for our management of capital expenditure projects at these senior living communities equal to 3% of amounts funded by SNH. The terms of these management and pooling agreements will expire in 2041 and will be subject to automatic renewals, unless earlier terminated or timely notices of nonrenewal are delivered. The remaining sales under the 2017 Transaction Agreement are expected to occur as third party approvals are received by the end of the first half of 2018. These sales are subject to conditions, including SNH's assumption of the mortgage debt relating to those properties and receipt of any applicable regulatory approvals. The conditions to these sales may not be met and some or all of these sales may not be completed, may be delayed or the terms of these sales or the management and pooling agreements for these communities may change. In accordance with FASB ASC Topic 360, Property, Plant and Equipment , or ASC 360, the six senior living communities we have agreed to sell to, and manage for the account of, SNH as described above have met the conditions to be classified as held for sale in November of 2017. The carrying value at that time for these six senior living communities was $53,743 and consisted primarily of property, plant and equipment, net of mortgage debt, net of mortgage discounts or premiums, of $37,084 . The carrying value at December 31, 2017 for the four senior living communities we had yet to sell was $24,299 and consisted primarily of property, plant and equipment, net of mortgage debt, net of mortgage discounts or premiums, of $34,781 , which are all presented separately on our consolidated balance sheets as held for sale. These six senior living communities generated income (loss) from continuing operations before income taxes of $1,684 and $(44) for the years ended December 31, 2017 and 2016, respectively, excluding the gain on sale of the communities. In December 2017, we sold two of the six senior living communities for an aggregate sales price of $39,150 . These two senior living communities had an aggregate carrying value of $29,444 , net of mortgage debt, which itself was net of a mortgage discount, of $2,303 . In accordance with ASC 360, these transactions qualify as real estate sales and the gains on the transactions were recognized immediately in accordance with the full accrual method as a result of the lack of continuing involvement by us in the ownership of the senior living communities after closing. The carrying value of the senior living communities was not included in our consolidated balance sheets, and the gain generated from the sale of $7,258 , is presented separately on our consolidated statements of operations. In January and February 2018, we sold two additional senior living communities for an aggregate sales price of $41,917 . These two senior living communities had an aggregate carrying value of $19,425 , net of mortgage debt, net of a mortgage premium, of $17,356 , all of which was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular Topic 610 and related ASUs, effective with the adoption of these new ASUs on January 1, 2018. Under these new ASUs, the income recognition for real estate sales is largely based on the transfer of control versus continuing involvement. We expect to record a gain in 2018 resulting from the sale of these two senior living communities of approximately $5,850 . We expect to complete the sale of the remaining two senior living communities by the end of the first half of 2018 for an aggregate purchase price of $23,300 . At December 31, 2017, the carrying value of these two senior living communities was $4,874 , net of mortgage debt, net of a mortgage premium, of $17,425 , all of which is expected to be assumed by SNH in connection with these sales. In addition, in December 2017, we recorded a long lived asset impairment charge at one of these senior living communities of $1,584 to reduce the carrying value of that community to its estimated fair value, less costs to sell. Also in November 2017, we amended our preexisting pooling agreements with SNH, among other things, to provide that, with respect to SNH’s right to terminate all of the management agreements covered by a preexisting pooling agreement if it does not receive its annual minimum return under such agreement in each of three consecutive years, the commencement year for the measurement period for determining whether the specified annual minimum return under the applicable pooling agreement has been achieved will be 2017. In addition to management services, we also provide certain other services to residents at some of the senior living communities we manage for SNH, such as rehabilitation services. At senior living communities we manage for the account of SNH where we provide rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay us for those rehabilitation services. At senior living communities we manage for the account of SNH where we provide both inpatient and outpatient rehabilitation services, SNH generally pays us for these services and charges for such services are included in amounts charged to residents, third party payers or government programs. We earned revenues of $7,525 and $7,707 for the years ended December 31, 2017 and 2016, respectively, for rehabilitation services we provided at senior living communities we manage for the account of SNH and that are payable by SNH. These amounts are included in senior living revenue in our consolidated statements of operations for those periods. D&R Yonkers LLC . In order to accommodate certain requirements of New York healthcare licensing laws, a part of the senior living community SNH owns and we manage that is located in Yonkers, New York is subleased by a subsidiary of SNH to D&R Yonkers LLC. D&R Yonkers LLC is owned by our Chief Financial Officer and Treasurer and SNH’s president and chief operating officer. We manage this part of the community pursuant to a long term management agreement with D&R Yonkers LLC under which we earn a management fee equal to 3% of the gross revenues realized at that part of the community and no incentive fee is payable to us. Our management agreement with D&R Yonkers LLC expires on August 31, 2022, and is subject to renewal for eight consecutive five year terms, unless earlier terminated or timely notice of nonrenewal is delivered. Pursuant to our management agreement with D&R Yonkers LLC, we earned management fees of $265 and $262 for the years ended December 31, 2017 and 2016, respectively, which are included in management fee revenue in our consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity We have common shares available for issuance under the terms of our equity compensation plan adopted in 2014, or the 2014 Plan. We issued 590,600 and 569,400 of our common shares in 2017 and 2016 , respectively, to our Directors, officers and others who provide services to us. We valued these shares based upon the closing price of our common shares on the applicable stock exchange on which our common shares were listed on the dates of grant, or $920 in 2017 , based on a $1.56 weighted average share price and $1,373 in 2016 , based on a $2.41 weighted average share price. Shares issued to Directors vest immediately; one fifth of the shares issued to our officers and others (other than our Directors) vest on the date of grant and on the four succeeding anniversaries of the date of grant. Our unvested common shares totaled 931,920 and 836,010 as of the years ended December 31, 2017 and 2016 , respectively. Share based compensation expense is recognized ratably over the vesting period and is included in general and administrative expenses in our consolidated statements of operations. We recorded share based compensation expense of $1,094 and $1,194 for the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2017 , the estimated future stock compensation expense for unvested shares was $1,954 based on the grant date closing share price for awards granted to our officers and others, and based on the closing share price of $1.50 on December 31, 2017 for awards granted to certain non-employees. The weighted average period over which stock compensation expense will be recorded is approximately 2 years . As of December 31, 2017 , 2,885,720 of our common shares remain available for issuance under the 2014 Plan. In 2017 and 2016, employees and officers of us or The RMR Group LLC, or RMR LLC, who were recipients of our share awards were permitted to elect to have us withhold the number of their then vesting common shares with a fair market value sufficient to fund the minimum required tax withholding obligations with respect to their vesting share awards in satisfaction of those tax withholding obligations. During 2017 and 2016, we acquired through this share withholding process 41,823 and 34,999 , respectively, common shares with an aggregate value of approximately $66 and $86 , respectively, which is reflected as an increase to accumulated deficit in our consolidated balance sheets. In January 2018, we purchased 2,885 of our common shares valued at $1.50 per common share, the closing price of our common shares on Nasdaq on that day, from a former employee of RMR LLC in satisfaction of the withholding and payment obligations in connection with the vesting of awards of our common shares. On March 20, 2018, in connection with the election of Adam Portnoy as our Managing Director, we granted 12,500 of our common shares valued at $1.35 per common share, the closing price of our common shares on Nasdaq on that day, to Mr. Portnoy as part of his annual compensation. For further information regarding this election, see “Other Information” in Part II, Item 9B of this Annual Report on Form 10-K. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions In November 2017, we entered the 2017 Transaction Agreement with SNH, pursuant to which we agreed to sell six senior living communities to SNH. In December 2017, January 2018 and February 2018, we sold to, and began managing for the account of, SNH four of these senior living communities and in connection with those sales, we entered management agreements with SNH for each of these senior living communities and two new pooling agreements with SNH. We expect to enter management and pooling agreements with SNH concurrent with the sales of the remaining two senior living communities. The remaining sales under the 2017 Transaction Agreement are expected to occur as third party approvals are received by the end of the first half of 2018. The conditions to these sales may not be met and some or all of these sales may not be completed, may be delayed or the terms of these sales or the management and pooling agreements for these communities may change. In August 2017, we sold to, and simultaneously leased back from, SNH a land parcel adjacent to a senior living community we lease from SNH. See Notes 9 and 16 for further information regarding this and other transactions with SNH. In September 2016, we sold an assisted living community we owned which was classified as held for sale. In June 2016, we entered the 2016 Transaction Agreement with SNH pursuant to which, among other things, we sold seven senior living communities to SNH and SNH simultaneously leased these communities back to us under Lease No. 5. See Notes 9, 12 and 16 for more information regarding these and other transactions with SNH. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In September 2016, we sold an assisted living community we owned with 32 living units located in Alabama for $225 , excluding closing costs. We recorded long lived asset impairment charges totaling $112 for the year ended December 31, 2016 to reduce the carrying value of this community to its estimated fair value, less costs to sell. As of December 31, 2017 , we have no senior living communities classified as held for sale and in discontinued operations. Below is a summary of the operating results of these discontinued operations included in the consolidated financial statements for the year ended December 31, 2016 , we had no operating results from discontinued operations for the year ended December 31, 2017 : Year Ended December 31, 2016 Revenues $ 932 Expenses (500 ) Impairment on discontinued assets (112 ) Provision for income taxes (126 ) Income from discontinued operations, net of tax $ 194 |
Off Balance Sheet Arrangements
Off Balance Sheet Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Pledged Assets, Not Separately Reported on Statement of Financial Position [Abstract] | |
Off Balance Sheet Arrangements | Off Balance Sheet Arrangements Certain of our assets, related to our operation of 17 communities we lease from SNH were pledged as collateral for SNH’s borrowings from its lender, FNMA. On April 28, 2017, SNH prepaid those borrowings and, as a result, our pledge of assets was released. As of December 31, 2017 , we had no 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. |
Legal Proceedings and Claims
Legal Proceedings and Claims | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 government 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 government audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with FASB 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. A minimum or best estimate amount may be increased or decreased when events result in a changed expectation. In July 2017, as a result of our compliance program to review records related to our Medicare billing practices, we became aware of certain potential inadequate documentation and other issues at one of our leased SNFs. This compliance review was not initiated in response to any specific complaint or allegation, but was a review of the type that we periodically undertake to test our compliance with applicable Medicare billing rules. As a result of these discoveries, we have made a voluntary disclosure of deficiencies to the U.S. Department of Health and Human Services Office of the Inspector General, or the OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. We submitted supplemental disclosures to the OIG in December 2017 and March 2018. At December 31, 2017, we accrued an estimated revenue reserve of $888 for historical Medicare payments we received that we expect to repay as a result of these deficiencies. In addition, we have recorded expense for additional costs we incurred or expect to incur, including estimated OIG imposed penalties, as a result of this matter totaling $658 to other senior living operating expenses in our consolidated statements of operations for the year ending December 31, 2017, all of which is accrued and not paid at December 31, 2017. Further, as previously disclosed, and also as a result of our compliance program to review medical records related to our Medicare billing practices, during 2014, we discovered potentially inadequate documentation and other issues at one of our leased SNFs. As a result of these discoveries, in February 2015, we made a voluntary disclosure of deficiencies to the OIG pursuant to the OIG’s Provider Self-Disclosure Protocol. We completed our investigation and assessment of these matters and submitted a final supplemental disclosure to the OIG in May 2015. In June 2016, we settled this matter with the OIG and agreed to pay approximately $8,600 in exchange for a customary release but, did not admit any liability. We previously accrued a total liability of $10,100 related to this matter, all of which was accrued at December 31, 2015. As a result of the accrued liability exceeding the final settlement amount, we recorded an increase to earnings in our results of operations for the year ended December 31, 2016 of approximately $1,500 . Of the total increase to earnings, $1,000 was recorded as an increase to senior living revenue and $500 as a decrease to other senior living operating expenses in our consolidated statements of operations consistent with the classification of the original charges. We were defendants in a lawsuit filed in the Superior Court of Maricopa County, Arizona by the estate of a former resident of a senior living community operated by us. The complaint asserted claims against us for pain and suffering as a result of improper treatment constituting violations of the Arizona Adult Protective Services Act and wrongful death. In May 2015, the jury rendered a decision in our favor on the wrongful death claim, and against us on the remaining claims, returning verdicts awarding damages of approximately $19,200 , which consisted of $2,500 for pain and suffering and the remainder in punitive damages. In March 2016, pursuant to a settlement agreement we entered with the plaintiff, $7,250 was paid to the plaintiff, of which $3,021 was paid by our then liability insurer and the balance by us. We recorded a $4,229 charge for the year ended December 31, 2015 for the net settlement amount we paid. In September 2017, pursuant to an agreement we entered with our former liability insurer to settle litigation we had commenced against it, our former liability insurer paid us an additional $800 related to our settlement of the Arizona litigation matter and we recorded a decrease to other senior living operating expenses in our consolidated statements of operations consistent with the classification of the original charge. |
Business Management Agreement w
Business Management Agreement with RMR LLC | 12 Months Ended |
Dec. 31, 2017 | |
Management Agreement [Abstract] | |
Business Management Agreement with RMR LLC | Business Management Agreement with RMR LLC RMR LLC provides business management services to us pursuant to our business management agreement. These business management services may include, but are not limited to, services related to compliance with various laws and rules applicable to our status as a publicly owned company, maintenance of our senior living communities, 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 matters, human resources, insurance programs and the like. Fees . We pay RMR LLC an annual business management fee equal to 0.6% of our revenues. Revenues are defined as our total revenues from all sources reportable under U.S. generally accepted accounting principles, 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. Pursuant to our business management agreement, we recognized business management fees of $9,316 and $8,932 for the years ended December 31, 2017 and 2016, respectively. Term and Termination. The current term of our business management agreement ends on December 31, 2018 and automatically renews for successive one year terms unless we or RMR LLC gives notice of nonrenewal before the end of an applicable term. RMR LLC may terminate our business management agreement upon 120 days’ written notice, and we continue to have the right to terminate our business management agreement upon 60 days’ written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or elect not to renew our business management agreement other than for cause, as defined, we are obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination. Expense Reimbursement . We are generally responsible for all of our operating expenses, including certain expenses incurred by RMR LLC on our behalf. Under our business management agreement, we reimburse RMR LLC for our allocable costs for our internal audit function. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function. The amounts recognized as expense for internal audit costs were $276 and $235 for the years ended December 31, 2017 and 2016, respectively. These amounts are included in general and administrative expenses in our consolidated statements of operations for these periods. Transition Services. RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC. Vendors . Pursuant to our management agreement with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR LLC and other companies to which RMR LLC provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. |
Related Person Transactions
Related Person Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions SNH . We were formerly 100% owned subsidiary of SNH until SNH distributed our common shares to its shareholders in 2001. SNH is currently one of our largest stockholders, owning, as of December 31, 2017 , 4,235,000 of our common shares, or 8.4% of our outstanding common shares. SNH is our largest landlord and we manage certain senior living communities for SNH. One of our Managing Directors, Adam Portnoy, is a managing trustee of SNH. Our Chief Financial Officer and Treasurer was formerly SNH’s chief financial officer and treasurer. RMR LLC provides management services to both us and SNH. The RMR Group Inc., or RMR Inc., the managing member of RMR LLC, is controlled by Adam Portnoy as the current sole trustee of ABP Trust. SNH’s executive officers are officers of RMR LLC. Our President and Chief Executive Officer, Chief Financial Officer and Treasurer, and Senior Vice President and General Counsel are officers of RMR LLC. In order to effect SNH’s distribution of our common shares to its shareholders in 2001 and to govern our relations with SNH thereafter, we entered agreements with SNH and others, including RMR LLC. Since then, we have entered various leases, management agreements and other agreements with SNH that include provisions that confirm and modify these undertakings. Among other things, these agreements provide that: • so long as SNH remains a real estate investment trust, or a REIT, we may not waive the share ownership restrictions in our charter that prohibit any person or group from acquiring more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of our stock without SNH’s consent ; • 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 SNH’s qualification for taxation as a REIT; • SNH has the right to terminate our leases and management agreements upon the acquisition by a person or group of more than 9.8% of our voting stock or other change in control events affecting us, as defined therein, 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 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 LLC, 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 LLC without first giving SNH or such company managed by RMR LLC, as applicable, the opportunity to acquire or finance that real estate. Senior Living Communities Leased From or Managed For SNH . As of December 31, 2017 and 2016, we leased 185 senior living communities from SNH, pursuant to five leases, and we managed 70 and 68 senior living communities for the account of SNH, respectively. See Note 9 for more information regarding our leases and management arrangements with SNH. D&R Yonkers LLC . In order to accommodate certain requirements of New York healthcare licensing laws, a part of the senior living community SNH owns and we manage that is located in Yonkers, New York is subleased by a subsidiary of SNH to D&R Yonkers LLC, and D&R Yonkers LLC is owned by our Chief Financial Officer and Treasurer and SNH’s president and chief operating officer. We manage this part of the community pursuant to a long term management agreement with D&R Yonkers LLC. See Note 9 for more information regarding our relationship, agreements and transactions with D&R Yonkers LLC and SNH. Our Manager, RMR LLC. RMR LLC provides business management services to us pursuant to our business management agreement. We have relationships and historical and continuing transactions with RMR LLC, RMR Inc. and others related to them. RMR LLC is a majority owned subsidiary of RMR Inc. ABP Trust is the controlling shareholder of RMR Inc. One of our Managing Directors, Adam Portnoy, is the current sole trustee of, and owns beneficial interest in, ABP Trust. Our former Managing Director, Barry Portnoy, served as a trustee and owned a majority of the beneficial interest in ABP Trust. ABP Acquisition LLC, our largest stockholder, is a subsidiary of ABP Trust. Adam Portnoy is a managing director and an officer and, as the current sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is an officer of RMR LLC. Adam Portnoy, as the current sole trustee of ABP Trust, beneficially owns all the class A membership units of RMR LLC. Barry Portnoy served as our Managing Director and a managing director and an officer of RMR Inc. and an officer of RMR LLC until his death on February 25, 2018 . Bruce J. Mackey Jr., our President and Chief Executive Officer, Richard A. Doyle, our Chief Financial Officer and Treasurer, and Katherine E. Potter, our Senior Vice President and General Counsel, are officers and employees of RMR LLC. Our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as a managing director or managing trustee of all of the public companies to which RMR LLC or its subsidiaries provide management services and, until his death, Barry Portnoy served as a managing director or managing trustee of all of these companies. In addition, officers of RMR LLC and RMR Inc. serve as our officers and officers of other companies to which RMR LLC or its subsidiaries provide management services. See Note 15 for more information regarding our relationship with RMR LLC. Share Awards to RMR LLC Employees . We have historically granted share awards to certain RMR LLC employees who are not also Directors, officers or employees of us under our equity compensation plans. During the years ended December 31, 2017 and 2016, we granted to certain employees of RMR LLC who were not also Directors, officers or employees of us annual share awards of 92,800 and 87,000 of our common shares, respectively, valued at $139 and $213 , respectively, based upon the closing price of our common shares on the applicable stock exchange on which our common shares were listed on the dates of grant. One fifth of these awards vested on the applicable grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These awards to such RMR LLC employees are in addition to the fees we paid to RMR LLC and the share awards granted to our Directors, officers and employees. During these periods we purchased some of our common shares from certain employees of RMR LLC who are not also Directors, officers or employees of us in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. See Note 10 for further information regarding these purchases. ABP Trust . We lease our headquarters from a subsidiary of ABP Trust, which is the indirect controlling shareholder of RMR LLC and which is controlled by its current sole trustee, Adam Portnoy, one of our Managing Directors. Our headquarters lease currently requires us to pay annual rent of $944 , which amount is subject to fixed increases. Our rent expense for our headquarters, including utilities and real estate taxes that we pay as additional rent, was $1,633 and $1,796 for the years ended December 31, 2017 and 2016, respectively. Tender Offer for Our Common Shares . On October 2, 2016, our Board of Directors granted a conditional exception from certain ownership limitations under our organizational documents, SNH granted certain consents and waivers under its leases, management or other agreements with us and our lenders granted certain consents and waivers under the agreement governing our prior credit facility that allowed Adam Portnoy, Barry Portnoy, one of our then Managing Directors, and certain of their related persons, or collectively, the ABP Parties, to acquire, subject to the satisfaction of specified conditions, in aggregate up to 38% of our issued and outstanding common shares, subject to certain limitations. On November 10, 2016, ABP Acquisition LLC, a wholly owned subsidiary of ABP Trust, which is controlled by its current sole trustee, Adam Portnoy, completed the acquisition of 17,999,999 of our common shares at a purchase price of $3.00 per share pursuant to a tender offer. In connection with the ABP Parties’ request that our Board of Directors grant the required exceptions and approvals, on October 2, 2016, we entered a Consent, Standstill, Registration Rights and Lock-Up Agreement, or the Standstill and Lock-Up Agreement, with the ABP Parties, which, among other things, stipulated conditions to the effectiveness of the granting of those exceptions and approvals. Under the Standstill and Lock-Up Agreement, the ABP Parties each agreed not to transfer, except for certain permitted transfers as provided for therein, any of our common shares acquired after October 2, 2016, including our common shares acquired in the tender offer but not including our common shares issued to Barry Portnoy or Adam Portnoy under our equity compensation plans, for a lock-up period that ends on the earlier of (1) the 10 year anniversary of the Standstill and Lock-Up Agreement, (2) January 1st of the fourth calendar year after our first taxable year to which no then existing net operating loss or certain other tax benefits may be carried forward by us, but no earlier than January 1, 2022, (3) the date that we enter a definitive binding agreement for a transaction that, if consummated, would result in a change of control of us, (4) the date that our Board of Directors otherwise approves and recommends that our stockholders accept a transaction that, if consummated, would result in a change of control of us; and (5) the consummation of a change of control of us. Under the Standstill and Lock-Up Agreement, the ABP Parties each agreed, for a period of 10 years , not to engage in certain activities involving us without the approval of our Board of Directors, including not to (1) effect or seek to effect any tender or exchange offer, merger, business combination, recapitalization, restructuring, liquidation or other extraordinary transaction involving us, other than the acquisition by the ABP Parties, in aggregate, of up to 18,000,000 of our common shares prior to March 31, 2017, or solicit any proxies to vote any of our voting securities, (2) deposit our common shares or other voting securities in a voting trust or subject our common shares to a voting agreement or other arrangement with respect to the voting of such common shares; (3) publicly request that we amend or waive any provision of the Standstill and Lock-Up Agreement; (4) take any action which would reasonably be expected to result in us making a public announcement regarding any of the types of matters set forth above; or (5) encourage, assist or enter any discussions or arrangements with any third party with respect to any of the foregoing. These provisions do not restrict activities taken by an individual in her or his capacity as a director, officer or employee of us. The Standstill and Lock-Up Agreement also provides the ABP Parties with certain demand and piggy-back registration rights that they may exercise at any time after the lock-up period described above, subject to specified terms and conditions. As of December 31, 2017, Barry Portnoy and Adam Portnoy beneficially owned in aggregate 18,382,121 of our common shares, representing 36.4% of our outstanding common shares. In connection with the tender offer, Standstill and Lock-Up Agreement and related matters, we incurred various legal and other expenses that were reimbursed to us by the ABP Parties under the Standstill and Lock-up Agreement. These fees in 2016 totaled $438 and are recorded in general and administrative expenses in our consolidated statements of operations as an offset to the original expense. AIC . We, ABP Trust, SNH and four other companies to which RMR LLC provides management services currently own AIC, an Indiana insurance company, in equal amounts, and are parties to a shareholders agreement regarding AIC. All of our Directors and almost all of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR LLC provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Pursuant to this agreement, AIC pays RMR LLC a service fee equal to 3% of the total annual net earned premiums payable under then active policies issued or underwritten by AIC or by a vendor or an agent of AIC on its behalf or in furtherance of AIC’s business. We and the other AIC shareholders participate in a combined property insurance program arranged and insured or reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of $4,329 and $4,595 in connection with this insurance program for the policy years ending June 30, 2018 and 2017, respectively, which amount for the current policy year ending June 30, 2018 may be, and in the prior policy years were, adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. As of December 31, 2017 and 2016, our investment in AIC had a carrying value of $8,185 and $7,116 , respectively. These amounts are presented as an equity investment in our consolidated balance sheets. We recognized income of $608 and $137 related to our investment in AIC for the years ended December 31, 2017 and 2016, respectively. These amounts are presented as equity in earnings of an investee in our consolidated statements of comprehensive income. Our other comprehensive income includes our proportionate part of unrealized gains on securities which are owned and held for sale by AIC of $461 and $152 related to our investment in AIC for the years ended December 31, 2017 and 2016, respectively. Directors’ and Officers’ Liability Insurance. We, RMR Inc. and certain other companies to which RMR LLC or its subsidiaries provide management services, including SNH, participate in a combined directors’ and officers’ liability insurance policy. The combined policy expires in September 2019. We paid aggregate premiums of $151 and $217 in 2017 and 2016, respectively, for these policies. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We have an employee savings plan under the provisions of Section 401(k) of the IRC. All of our employees are eligible to participate in our plan and are entitled upon termination or retirement to receive their vested portion of the plan assets. We match a certain amount of employee contributions. We also pay certain expenses related to our plan. Expenses for our plan, including our contributions, were $1,211 and $989 for the years ended December 31, 2017 and 2016 , respectively, of which $ 1,041 and $ 826 , respectively, was recorded to senior living wages and benefits in our consolidated statements of operations and $ 170 and $ 163 , respectively, was recorded to general and administrative expenses in our consolidated statements of operations. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 : 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 350,689 $ 350,025 $ 347,101 $ 348,291 Operating loss (6,069 ) (7,613 ) (5,930 ) (3,442 ) Net loss from continuing operations (6,787 ) (6,506 ) (6,603 ) (1,006 ) Net loss (6,787 ) (6,506 ) (6,603 ) (1,006 ) Net loss per common share—Basic and diluted $ (0.14 ) $ (0.13 ) $ (0.13 ) $ (0.02 ) 2016 First Second Third Fourth Revenues $ 344,212 $ 342,933 $ 344,711 $ 346,252 Operating loss (754 ) (3,528 ) (6,095 ) (5,595 ) Net loss from continuing operations (2,311 ) (7,900 ) (5,844 ) (5,952 ) Net loss (2,623 ) (7,666 ) (5,897 ) (5,627 ) Net loss per common share—Basic and diluted $ (0.06 ) $ (0.16 ) $ (0.12 ) $ (0.11 ) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
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, including contractual allowances, the allowance for doubtful accounts, self insurance reserves, long lived assets, and estimates concerning our provisions for income taxes. 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 (loss) (and income (loss) 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents, consisting of short term, highly liquid investments and 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, 2017 , we and six other shareholders each owned approximately 14.3% 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, 2017 , we have invested $6,034 in AIC. |
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 during the years ended December 31, 2017 or 2016 . 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 securities at December 31, 2017 and 2016 consisted primarily of debt and equity securities. Restricted investments in available for sale securities are kept as security for obligations arising from our self insurance programs. At December 31, 2017 , these available for sale securities had a fair value of $33,282 and an unrealized holding gain of $2,362 . At December 31, 2016 , these available for sale securities had a fair value of $40,670 and an unrealized holding gain of $2,133 . In 2017 and 2016 , our available for sale securities generated interest and dividend income of $762 and $930 , 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 ended: December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Investments $ 12,878 $ 129 $ 2,875 $ 80 $ 15,753 $ 209 December 31, 2016 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Investments $ 8,502 $ 233 $ 937 $ 64 $ 9,439 $ 297 We routinely evaluate our available for sale securities to determine if they have been impaired. If the fair value of an investment is less than its book or carrying 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 evaluate the fair value of our available for sale securities 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 security 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 meet 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, 2017 and 2016 . |
Restricted Cash | Restricted Cash. Restricted cash as of December 31, 2017 and 2016 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 and certain resident security deposits. |
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, 2017 and 2016 are amounts due from the Medicare program of $9,558 and $10,744 , respectively, and amounts due from various state Medicaid programs of $13,059 and $11,951 , 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. |
Deferred Finance Costs | Deferred Finance Costs. We capitalize issuance costs related to our secured credit facilities and amortize the deferred costs over the terms of the respective agreements. |
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 transactions for similar assets, market conditions and projected cash flows using standard industry valuation techniques. |
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 government 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 government audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™ , or ASC, Topic 450, Contingencies . Under FASB ASC Topic 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. |
Self Insurance | Self Insurance. We self insure up to certain limits for workers’ compensation, professional and general 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. We have established an offshore captive insurance company subsidiary which participates in our workers’ compensation and professional and general liability insurance programs. 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 continuing care contracts with us. We offer one form of continuing care contract to new residents at this community. This 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 . Four 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. The second historical form of contract provides that the resident admission fee is 100% refundable. The third historical form of contract provides that the resident admission fee is 1% refundable and 99% non-refundable upon admission. The fourth historical form of contract provides that 30% of the resident admission fee is non-refundable upon occupancy and 70% is refundable. 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 these 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. |
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 FASB ASC Topic 840, Leases , and, therefore, we have accounted for all of our leases as operating leases. Other aspects of our lease accounting policies relate to the accounting for sale leaseback transactions, including the appropriate amortization of related deferred liabilities and any deferred gains or losses, and the accounting for lease incentives. |
Taxes | Taxes. FASB ASC Topic 740, Income Taxes , prescribes how we should recognize, measure and present in our consolidated financial statements tax positions that have been taken or are expected to be taken in a tax return, including uncertain tax positions. 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. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for expected future tax consequences to be included in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. In the future, if we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit. 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 and mortgage notes payable. Except for our mortgage debt, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2017 and 2016 . We estimate the fair values of our mortgage debt using market quotes when available, discounted cash flow analyses 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 22% of our senior living revenues in each of 2017 and 2016 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 at our senior living communities totaled $109,391 and $112,116 during 2017 and 2016 , respectively. Medicaid revenues from continuing operations at our senior living communities totaled $133,048 and $126,209 during 2017 and 2016 , respectively. Some of our senior living communities require new private pay residents to pay community fees. Substantially all community fees received are non‑refundable and are recorded initially as deferred revenue and are included in other current liabilities in our consolidated balance sheets. The deferred amounts are amortized over the life of the contract. |
Reclassifications | Reclassifications. We have made reclassifications to the prior years’ financial statements to conform to the current year’s presentation. These reclassifications had no effect on net loss or shareholders’ equity. |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements. On January 1, 2017, we adopted FASB Accounting Standards Update, or ASU, No. 2016-09, Compensation-Stock Compensation (Topic 718) , which identifies areas for simplification involving several aspects of accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This ASU requires prospective recognition of excess tax benefits and deficiencies resulting from share based compensation award vesting and exercises be recognized in our consolidated statements of operations. Previously, these amounts were recognized in additional paid in capital, and were not material to our consolidated financial statements. Excess tax benefits from share based compensation awards will continue to be reported as an operating activity, and cash paid on employees’ behalf related to shares withheld for tax purposes will continue to be classified as a financing activity, in the statement of cash flows. In addition, forfeitures will be recognized as they occur, as permitted by this ASU. The implementation of this ASU did not have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. This ASU is effective for interim and annual periods beginning after December 15, 2017. Currently, changes in fair value of these investments are recorded through other comprehensive income. Under this ASU, these changes will be recorded through earnings. We will adopt this ASU as required effective January 1, 2018. This ASU requires a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of its adoption. We have determined our adoption of this ASU will result in a cumulative adjustment to the balance sheet as of January 1, 2018 of approximately $1,100 , and we will record any changes in the fair value of our equity investments in our consolidated statements of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. This ASU requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. While we are continuing to assess the impact adopting this ASU may have on our consolidated financial statements, we believe the adoption of this ASU will have a material impact on our consolidated balance sheets due to the recognition of the lease rights and obligations as assets and liabilities. While the adoption will have no effect on the cash rent we pay, we expect amounts within our statements of operations and comprehensive (loss) income to change materially. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU clarifies 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. In July 2015, the FASB approved a one year deferral of the effective date for this ASU to interim and annual reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Additionally, real estate sales are within the scope of ASU 2014-09, as amended by ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Under the new ASUs, the income recognition for real estate sales is largely based on the transfer of control versus continuing involvement under the current guidance. As a result, more transactions may qualify as sales of real estate and gains or losses may be recognized sooner. These ASUs may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). We adopted these ASUs as required effective January 1, 2018 using the modified retrospective approach. We have determined that the adoption of these ASUs will not result in an adjustment to our beginning retained earnings and will not result in a significant change to the amount and timing of our revenue recognition. We do expect the adoption will result in expanded disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from our contracts with customers that are included in the scope of these ASUs. A substantial portion of our revenue relates to contracts with residents that are generally short term in nature and fall under ASC Topic 840, Leases , which are specifically excluded from the scope of ASU No. 2014-09. Our contracts with residents and other customers that are included in the scope of these ASUs are also generally short term in nature and revenue is recognized when services are provided. Upon the adoption of these ASUs, we will separately disclose the components of our senior living revenue between lease revenue accounted for under the existing lease guidance and service revenue accounted for under the new ASUs. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires a financial asset or a group of financial assets measured at amortized cost basis, to be presented at the net amount expected to be collected. This ASU eliminates the probable initial recognition threshold and instead reflects an entity’s current estimate of all expected credit losses. In addition, this ASU amends the current available for sale security other-than-temporary impairment model for debt securities. The length of time that the fair value of an available for sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists and credit losses will now be limited to the difference between a security’s amortized cost basis and its fair value. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU No. 2016-15 is effective for reporting periods beginning after December 15, 2017. Upon adoption of this ASU, we will adjust the classification of certain cash receipts and cash payments in our consolidated statements of cash flows but these changes will not be material to the consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. In the event restricted cash is presented separately from cash and cash equivalents on the balance sheet, companies will be required to reconcile the amounts presented on the statement of cash flows to the amounts on the balance sheet and disclose information about the nature of the restrictions. ASU No. 2016-18 is effective for reporting periods beginning after December 15, 2017. Upon the adoption of ASU No. 2016-18, we will reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents, whereas under the current guidance we explain the changes during the period for cash and cash equivalents only. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or of businesses. The amendments in this ASU provide a screen to determine when an acquired set of activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the assets are not a business. This ASU is effective for reporting periods beginning after December 15, 2017. We expect that most future acquisitions, if completed with terms similar to historical transactions, will be treated as acquisitions of assets rather than as business combinations, as substantially all of the fair value of the assets we typically acquire is concentrated in real estate. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under business combination guidance. In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20) , which shortens the amortization period for certain callable debt securities held at a premium. Specifically, this ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718) , which provides additional guidance on which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. This ASU is effective for reporting periods beginning after December 15, 2017. The adoption of this ASU will not have a material impact on our consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) , which permits an entity to reclassify the tax effects that remain recorded within other comprehensive income to retained earnings as a result of the December 2017 tax reform. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact the adoption of this ASU will have on our consolidated financial statements. |
Segment Information | Segment Information. We have two operating segments: (i) senior living communities and (ii) rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of others independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. In the rehabilitation and wellness operating segment we provide physical therapy services, including physical, occupational, speech and other specialized therapy services, in the inpatient setting and in outpatient clinics. We have determined that our two operating segments meet the aggregation criteria as prescribed under FASB ASC Topic 280, Segment Reporting , and we have therefore determined that 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 Cayman Islands organized captive insurance company subsidiary, which participates in our workers’ compensation, professional and general liability and certain automobile insurance programs. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of fair value and gross unrealized losses related to available for sale securities | 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 ended: December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Investments $ 12,878 $ 129 $ 2,875 $ 80 $ 15,753 $ 209 December 31, 2016 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Investments $ 8,502 $ 233 $ 937 $ 64 $ 9,439 $ 297 |
Schedule of restricted cash as security for self-insurance | 2017 2016 Current Long term Current Long term Insurance reserves $ 1,095 $ 1,476 $ 1,111 $ 1,909 Real estate taxes and capital expenditures as required by our mortgages 1,161 — 1,624 — Resident security deposits 655 — 588 — Workers' compensation letter of credit collateral 17,836 — 11,736 — Total $ 20,747 $ 1,476 $ 15,059 $ 1,909 |
Schedule of allowance for doubtful accounts | Our allowance for doubtful accounts consists of the following: Balance January 1, 2016 $ 3,592 Provision for doubtful accounts 4,033 Write-offs (4,434 ) Balance December 31, 2016 3,191 Provision for doubtful accounts 4,697 Write-offs (4,316 ) Balance December 31, 2017 $ 3,572 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consists of the following: December 31, December 31, 2017 2016 Land $ 16,383 $ 22,261 Buildings and improvements 211,812 304,044 Furniture, fixtures and equipment 208,262 193,286 Property and equipment, at cost 436,457 519,591 Accumulated depreciation (184,953 ) (167,662 ) Property and equipment, net $ 251,504 $ 351,929 |
Other Intangible Assets and G30
Other Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The changes in the carrying amount of our other intangible assets for the years ended December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 5,676 (5,596 ) 80 8,013 (7,737 ) 276 5,867 (5,596 ) 271 8,204 (7,737 ) 467 |
Schedule of finite-lived intangible assets | The changes in the carrying amount of our other intangible assets for the years ended December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 5,676 (5,596 ) 80 8,013 (7,737 ) 276 5,867 (5,596 ) 271 8,204 (7,737 ) 467 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2017 and 2016 , which are included in other long term assets on our consolidated balance sheets, were as follows: 2017 2016 Non-current deferred tax assets: Allowance for doubtful accounts 933 1,254 Deferred gains on sale and leaseback transactions 20,548 33,121 Insurance reserves 2,369 3,976 Tax credits 20,286 21,647 Tax loss carryforwards 35,999 41,160 Depreciable assets 4,114 1,795 Goodwill 3,865 6,478 Other assets 1,301 2,003 Total non-current deferred tax assets before valuation allowance 89,415 111,434 Valuation allowance: (80,154 ) (100,524 ) Total non-current deferred tax assets 9,261 10,910 Non-current deferred tax liabilities: Lease expense (5,941 ) (9,660 ) Employee stock grants (36 ) (72 ) Other liabilities (1,312 ) (1,178 ) Total non-current deferred tax liabilities (7,289 ) (10,910 ) Net deferred tax assets $ 1,972 $ — |
Schedule of changes in valuation allowance | Balance at Beginning of Period Amounts Charged To Expense Amounts Charged Off, Net of Recoveries Amounts Charged (Credited) to Equity Balance at End of Period Year Ended December 31, 2016 $ 90,726 $ 10,021 $ — $ (223 ) $ 100,524 Year Ended December 31, 2017 $ 100,524 $ — $ (20,280 ) $ (90 ) $ 80,154 |
Schedule of provision for income taxes from continuing operations | The (benefit) provision for income taxes from continuing operations is as follows: Years Ended December 31, 2017 2016 Current tax (benefit) provision: Federal $ (3,167 ) $ (319 ) State 603 2,670 Total current tax (benefit) provision (2,564 ) 2,351 Deferred tax (benefit) provision: Federal (1,109 ) — State (863 ) — Total deferred tax (benefit) provision (1,972 ) — Total tax (benefit) provision $ (4,536 ) $ 2,351 |
Schedule of difference between effective tax rate on continuing operations and the U.S. Federal statutory income tax rate | The principal reasons for the difference between our effective tax rate on continuing operations and the U.S. federal statutory income tax rate are as follows: For the years ended December 31, 2017 2016 Taxes at statutory U.S. federal income tax rate (35.0 )% (35.0 )% State and local income taxes, net of federal tax benefit 1.5 % (0.7 )% Tax credits (9.0 )% (9.1 )% Change in valuation allowance (72.0 )% 55.6 % Tax rate change 95.1 % — % Other differences, net 1.5 % 1.3 % Effective tax rate (17.9 )% 12.1 % |
Fair Values of Assets and Lia32
Fair Values of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The tables below present the assets measured at fair value at December 31, 2017 and 2016 categorized by the level of inputs used in the valuation of each asset. As of December 31, 2017 Description Total Quoted Prices in Active Markets for Identical (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents (1) $ 23,578 $ 23,578 $ — $ — Available for sale securities: (2) Equity securities Financial services industry 2,199 2,199 — — REIT industry 145 145 — — Other 4,068 4,068 — — Total equity securities 6,412 6,412 — — Debt securities International bond fund (3) 2,511 — 2,511 — High yield fund (4) 2,744 — 2,744 — Industrial bonds 2,017 — 2,017 — Technology bonds 2,972 — 2,972 — Government bonds 10,707 10,610 97 — Energy bonds 1,216 — 1,216 — Financial bonds 1,423 — 1,423 — Other 3,280 — 3,280 — Total debt securities 26,870 10,610 16,260 — Total available for sale securities 33,282 17,022 16,260 — Total $ 56,860 $ 40,600 $ 16,260 $ — As of December 31, 2016 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents (1) $ 17,702 $ 17,702 $ — $ — Available for sale securities: (2) Equity securities Financial services industry 2,149 2,149 — — REIT industry 393 393 — — Other 3,901 3,901 — — Total equity securities 6,443 6,443 — — Debt securities International bond fund (3) 2,452 — 2,452 — High yield fund (4) 2,587 — 2,587 — Industrial bonds 5,394 — 5,394 — Technology bonds 4,956 — 4,956 — Government bonds 10,403 6,326 4,077 — Energy bonds 2,360 — 2,360 — Financial bonds 1,754 — 1,754 — Other 4,321 — 4,321 — Total debt securities 34,227 6,326 27,901 — Total available for sale securities 40,670 12,769 27,901 — Total $ 58,372 $ 30,471 $ 27,901 $ — _______________________________________ (1) Cash equivalents consist of short term, highly liquid investments and money market funds held principally for obligations arising from our self insurance programs. Cash equivalents are reported in our consolidated balance sheets as cash and cash equivalents and current and long term restricted cash. Cash equivalents include $20,316 and $14,638 of balances that are restricted at December 31, 2017 and 2016 , respectively. (2) As of December 31, 2017 , our investments in available for sale securities had a fair value of $33,282 with an amortized cost of $30,920 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,571 , net of unrealized losses of $209 . As of December 31, 2016 , our investments in available for sale securities had a fair value of $40,670 with an amortized cost of $38,537 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,430 , net of unrealized losses of $297 . At December 31, 2017 , 47 of the securities we hold, with a fair value of $12,878 , have been in a loss position for less than 12 months and 13 of the securities we hold, with a fair value of $2,875 , 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, or 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, 2017 and 2016 , we received gross proceeds of $22,382 and $17,905 , respectively, in connection with the sales of available for sale securities and recorded gross realized gains totaling $639 and $446 , respectively, and gross realized losses totaling $231 and $339 , respectively. We record gains and losses on sales of our available for sale securities using the specific identification method. (3) The investment strategy of this fund is to invest principally in fixed income securities issued by non-U.S. issuers. 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, 2017 | |
Debt Disclosure [Abstract] | |
Summary of mortgage notes | The following table is a summary of these mortgage debts as of December 31, 2017 : Balance as of Contractual Stated Effective Monthly December 31, 2017 Interest Rate Interest Rate Maturity Date Payment Lender Type Held and used: $ 8,494 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation Held for sale: 16,734 (2) 5.75 % 4.83 % October 2022 105 Commercial lender 16,803 (3) 6.64 % 5.86 % June 2023 123 Federal National Mortgage Association 33,537 (4) 6.19 % 5.34 % 228 $ 42,031 6.20 % 5.60 % $ 300 _______________________________________ (1) Contractual principal payment excluding unamortized discount and debt issuance costs of $306 . (2) Mortgage debt expected to be assumed by SNH in connection with the sale to SNH of the two senior living communities that secure this debt during the first half of 2018. (3) Mortgage debt was assumed by SNH in February 2018 in connection with the sale to SNH of the senior living community that secures this debt. (4) Contractual principal payment excluding unamortized net premium and debt issuance costs of $1,244 . |
Schedule of principal payments due under mortgage notes | Principal payments due under the terms of the mortgage classified as held and used are as follows: 2018 $ 343 2019 365 2020 387 2021 413 2022 440 Thereafter 6,546 $ 8,494 Less: Unamortized net discount and debt issuance costs $ (306 ) Total mortgage notes payable $ 8,188 Less: Short term portion of mortgage notes payable $ (316 ) Long term portion of mortgage notes payable $ 7,872 |
Leases with SNH and HCP and M34
Leases with SNH and HCP and Management Agreements with SNH (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Summary of real property leases | The following table is a summary of our leases with SNH and with HCP as of December 31, 2017 : Number of Properties Annual Minimum Rent as of December 31, 2017 Current Expiration date Remaining Renewal Options 1. Lease No. 1 for SNFs and independent and assisted living communities 83 $ 59,671 December 31, 2024 Two 15-year renewal options. 2. Lease No. 2 for SNFs and independent and assisted living communities 47 66,375 June 30, 2026 Two 10-year renewal options. 3. Lease No. 3 for independent and assisted living communities 17 35,649 December 31, 2028 Two 15-year renewal options. 4. Lease No. 4 for SNFs and independent and assisted living communities 29 35,477 April 30, 2032 Two 15-year renewal options. 5. Lease No. 5 for independent and assisted living communities 9 9,854 December 31, 2028 Two 15-year renewal options. 6. One HCP lease 4 2,706 April 30, 2028 One 10-year renewal option. Totals 189 $ 209,732 |
Schedule of future minimum rents | The future minimum rents required by our leases as of December 31, 2017 , are as follows: 2018 209,768 2019 209,823 2020 209,879 2021 209,936 2022 209,995 Thereafter 972,651 $ 2,022,052 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued operations, held-for-sale or disposed of by sale | |
Summary of the operating results of discontinued operations included in the financial statements | Below is a summary of the operating results of these discontinued operations included in the consolidated financial statements for the year ended December 31, 2016 , we had no operating results from discontinued operations for the year ended December 31, 2017 : Year Ended December 31, 2016 Revenues $ 932 Expenses (500 ) Impairment on discontinued assets (112 ) Provision for income taxes (126 ) Income from discontinued operations, net of tax $ 194 |
Selected Quarterly Financial 36
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of unaudited quarterly results of operations | The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 : 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 350,689 $ 350,025 $ 347,101 $ 348,291 Operating loss (6,069 ) (7,613 ) (5,930 ) (3,442 ) Net loss from continuing operations (6,787 ) (6,506 ) (6,603 ) (1,006 ) Net loss (6,787 ) (6,506 ) (6,603 ) (1,006 ) Net loss per common share—Basic and diluted $ (0.14 ) $ (0.13 ) $ (0.13 ) $ (0.02 ) 2016 First Second Third Fourth Revenues $ 344,212 $ 342,933 $ 344,711 $ 346,252 Operating loss (754 ) (3,528 ) (6,095 ) (5,595 ) Net loss from continuing operations (2,311 ) (7,900 ) (5,844 ) (5,952 ) Net loss (2,623 ) (7,666 ) (5,897 ) (5,627 ) Net loss per common share—Basic and diluted $ (0.06 ) $ (0.16 ) $ (0.12 ) $ (0.11 ) |
Organization and Business (Deta
Organization and Business (Details) | Dec. 31, 2017stateliving_unitcommunitybedpropertysuitefacilityapartment |
Real estate properties | |
Number of real estate properties leased | property | 189 |
Senior living communities | |
Real estate properties | |
Number of properties operated | community | 283 |
Number of states in which real estate properties are located | state | 32 |
Number of living units in properties operated | 31,785 |
Number of properties owned and operated | community | 24 |
Number of living units in properties owned and operated | 2,474 |
Number of real estate properties leased | community | 189 |
Number of units leased and operated | 20,268 |
Number of properties managed | community | 70 |
Number of units in properties managed | 9,043 |
Independent and assisted living communities | |
Real estate properties | |
Number of properties operated | community | 253 |
Number of living units in properties operated | 29,183 |
SNF | |
Real estate properties | |
Number of properties operated | facility | 30 |
Number of living units in properties operated | 2,602 |
Independent living apartment | |
Real estate properties | |
Number of living units in properties operated | apartment | 10,745 |
Assisted living suites | |
Real estate properties | |
Number of living units in properties operated | suite | 16,164 |
Skilled nursing units | |
Real estate properties | |
Number of living units in properties operated | bed | 4,876 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) $ in Thousands | Dec. 31, 2017USD ($)shareholder | Dec. 31, 2016USD ($) |
Equity Method Investments | ||
Equity investment of an investee | $ 8,185 | $ 7,116 |
AIC | ||
Equity Method Investments | ||
Number of other current shareholders of the related party | shareholder | 6 | |
Ownership percentage | 14.30% | |
Equity investment of an investee | $ 6,034 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Cash and Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Investment Securities | ||
Available for sale securities | $ 33,282 | $ 40,670 |
Unrealized holding gain | 2,362 | 2,133 |
Available for sale securities, interest and dividend income | 762 | 930 |
Available for sale securities | ||
Available for sale securities, Fair Value, Less than 12 months | 12,878 | 8,502 |
Available for sale securities, Unrealized Loss , Less than 12 months | 129 | 233 |
Available for sale securities, Fair Value, Greater than 12 months | 2,875 | 937 |
Available for sale securities, Unrealized Loss, Greater than 12 months | 80 | 64 |
Available for sale securities, Fair Value, Total | 15,753 | 9,439 |
Available for sale securities, Unrealized Loss, Total | 209 | 297 |
Restricted cash | ||
Current | 20,747 | 15,059 |
Long term | 1,476 | 1,909 |
Insurance reserves | ||
Restricted cash | ||
Current | 1,095 | 1,111 |
Long term | 1,476 | 1,909 |
Real estate taxes and capital expenditures as required by the entity's mortgages | ||
Restricted cash | ||
Current | 1,161 | 1,624 |
Resident security deposits | ||
Restricted cash | ||
Current | 655 | 588 |
Workers' compensation letter of credit collateral | ||
Restricted cash | ||
Current | $ 17,836 | $ 11,736 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Receivables and Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable and Allowance for Doubtful Accounts | ||
Amounts due from the Medicare program | $ 9,558 | $ 10,744 |
Amounts due from various state Medicaid programs | 13,059 | 11,951 |
Allowance for doubtful accounts | ||
Balance at the beginning of the period | 3,191 | 3,592 |
Provision for doubtful accounts | 4,697 | 4,033 |
Write-offs | (4,316) | (4,434) |
Balance at the end of the period | 3,572 | 3,191 |
Deferred Finance Costs | ||
Unamortized gross balance of deferred financing costs | 1,377 | 50 |
Accumulated amortization related to deferred financing costs | 738 | 175 |
Amortization of deferred financing fees | ||
2,018 | 635 | |
2,019 | 635 | |
2,020 | 107 | |
SNF | ||
Allowance for doubtful accounts | ||
Provision for doubtful accounts | $ 1,952 | 1,162 |
Minimum | ||
Deferred Finance Costs | ||
Weighted average amortization period of deferred financing costs | 3 years | |
Other Current Assets | ||
Deferred Finance Costs | ||
Unamortized gross balance of deferred financing costs | $ 635 | $ 50 |
Other Long-term Assets | ||
Deferred Finance Costs | ||
Unamortized gross balance of deferred financing costs | $ 742 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Property Plant & Equipment (Details) - Maximum | 12 Months Ended |
Dec. 31, 2017 | |
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 Accoun42
Summary of Significant Accounting Policies - Continuing Care Contracts (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)contract | Dec. 31, 2016USD ($) | |
Continuing care contracts | ||
Estimated minimum loss amount | $ 0 | |
Self insurance reserve | $ 66,945 | $ 65,526 |
Number of forms of contracts offered to new residents | contract | 1 | |
Number of forms of contracts offered to existing residents | contract | 4 | |
Refundable admission fees | $ 1,142 | 1,905 |
One form | ||
Continuing care contracts | ||
Percentage of resident admission fee that becomes non-refundable | 10.00% | |
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 | |
Historical form | ||
Continuing care contracts | ||
Percentage of resident admission fee that becomes non-refundable | 10.00% | |
Percentage of admission fee that become refundable | 90.00% | |
Second historical form | ||
Continuing care contracts | ||
Percentage of admission fee that become refundable | 100.00% | |
Third historical form | ||
Continuing care contracts | ||
Percentage of resident admission fee that becomes non-refundable | 99.00% | |
Percentage of admission fee that become refundable | 1.00% | |
Fourth historical form | ||
Continuing care contracts | ||
Percentage of resident admission fee that becomes non-refundable | 30.00% | |
Percentage of admission fee that become refundable | 70.00% | |
Security Deposits and Current Portion of Continuing Care Contracts | ||
Continuing care contracts | ||
Continuing care contracts | $ 1,154 | 1,252 |
Other long term liabilities | ||
Continuing care contracts | ||
Continuing care contracts | $ 898 | $ 1,301 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Jan. 30, 2018USD ($) | |
Former Employee Benefits Information | |||
Term of future service required | 0 years | ||
Segment Information | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 1 | ||
Senior living communities | |||
Revenue recognition | |||
Percentage of revenues derived from payments under the Medicare and Medicaid programs | 22.00% | 22.00% | |
Medicare revenues | $ 109,391 | $ 112,116 | |
Medicaid revenues | $ 133,048 | $ 126,209 | |
Scenario, Forecast | Accounting Standards Update 2016-01 | |||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Cumulative effect of new accounting principle | $ 1,100 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment | ||
Property and equipment, gross | $ 436,457 | $ 519,591 |
Accumulated depreciation | (184,953) | (167,662) |
Property and equipment, net | 251,504 | 351,929 |
Depreciation expense | 37,996 | 36,462 |
Long lived asset impairment | 528 | 502 |
Impairment of long-lived assets | 1,584 | |
Assets held for sale | 59,080 | 1,010 |
SNH | ||
Property and Equipment | ||
Assets held for sale for increased rent pursuant to the terms of leases with SNH | 1,702 | 7,255 |
Level 3 | ||
Property and Equipment | ||
Fair values of the impaired assets | 341 | 337 |
Land | ||
Property and Equipment | ||
Property and equipment, gross | 16,383 | 22,261 |
Building and Improvements | ||
Property and Equipment | ||
Property and equipment, gross | 211,812 | 304,044 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, gross | $ 208,262 | $ 193,286 |
Other Intangible Assets and G45
Other Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Indefinite lived intangible assets | $ 191 | $ 191 |
Definite lived intangible assets, gross | 5,676 | 8,013 |
Definite lived intangible assets, Accumulated amortization | (5,596) | (7,737) |
Definite lived intangible assets, Net | 80 | 276 |
Intangible assets, gross carrying amount | 5,867 | 8,204 |
Intangible assets, Accumulated amortization | (5,596) | (7,737) |
Intangible assets, Net | 271 | 467 |
Indefinite lived intangible assets disposed | 2,337 | |
Amortization of intangibles | $ 196 | $ 1,590 |
Weighted average amortization period | 1 year | |
Estimated amortization expense | ||
2,018 | $ 80 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Non-current deferred tax assets: | ||
Allowance for doubtful accounts | $ 933 | $ 1,254 |
Deferred gains on sale lease back transactions | 20,548 | 33,121 |
Insurance reserves | 2,369 | 3,976 |
Tax credits | 20,286 | 21,647 |
Tax loss carry forwards | 35,999 | 41,160 |
Depreciable assets | 4,114 | 1,795 |
Goodwill | 3,865 | 6,478 |
Other | 1,301 | 2,003 |
Total non-current deferred tax assets before valuation allowance | 89,415 | 111,434 |
Valuation allowance: | (80,154) | (100,524) |
Total non-current deferred tax assets | 9,261 | 10,910 |
Non-current deferred tax liabilities: | ||
Lease expense | (5,941) | (9,660) |
Employee stock grants | (36) | (72) |
Identifiable intangibles/other liabilities | (1,312) | (1,178) |
Total non-current deferred tax liabilities | (7,289) | (10,910) |
Net deferred tax asset | 1,972 | 0 |
Income Taxes | ||
Tax Cuts and Jobs Act of 2017, decrease in deferred tax assets | 24,200 | |
Tax Cuts and Jobs Act of 2017, decrease in valuation allowance | 24,000 | |
Tax Cuts and Jobs Act of 2017, benefit related to reversal of valuation allowance | 1,108 | |
Tax credit carry forward, which begins to expire in 2022 if unused | $ 19,423 | |
Period expected to be in cumulative loss position | 3 years | |
Movement in valuation allowance for deferred tax assets | ||
Balance at Beginning of Period | $ 100,524 | 90,726 |
Amounts Charged To Expense | 0 | 10,021 |
Amounts Charged Off, Net of Recoveries | (20,280) | 0 |
Amounts Charged (Credited) to Equity | (90) | (223) |
Balance at End of Period | 80,154 | 100,524 |
State | 603 | 2,670 |
Benefit (provision) for income taxes | 4,536 | $ (2,351) |
Federal | ||
Income Taxes | ||
Net operating loss carry forward, which begins to expire in 2026 if unused | $ 91,255 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax provision: | ||
Federal | $ (3,167) | $ (319) |
State | 603 | 2,670 |
Total current tax provision | (2,564) | 2,351 |
Deferred tax (benefit) provision: | ||
Federal | (1,109) | 0 |
State | (863) | 0 |
Total deferred tax provision (benefit) | (1,972) | 0 |
Total tax provision (benefit) | $ (4,536) | $ 2,351 |
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%) |
State and local income taxes, net of federal tax benefit (as a percent) | 1.50% | (0.70%) |
Tax credits (as a percent) | (9.00%) | (9.10%) |
Change in valuation allowance (as a percent) | (72.00%) | 55.60% |
Tax rate change (as a percent) | 95.10% | 0.00% |
Other differences, net (as a percent) | 1.50% | 1.30% |
Effective tax rate (as a percent) | 17.90% | (12.10%) |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,056,923 | 866,041 |
Fair Values of Assets and Lia49
Fair Values of Assets and Liabilities - Recurring Measurements (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)security | Dec. 31, 2016USD ($) | |
Fair Values of Assets and Liabilities | ||
Cash equivalents | $ 23,578,000 | $ 17,702,000 |
Available for sale securities | 33,282,000 | 40,670,000 |
Total | 56,860,000 | 58,372,000 |
Restricted cash equivalents | 20,316,000 | 14,638,000 |
Amortized cost of available for sale securities | 30,920,000 | 38,537,000 |
Unrealized gains on available for sale securities | 2,571,000 | 2,430,000 |
Unrealized losses on available for sale securities | $ 209,000 | 297,000 |
Number of available for sale securities in a loss position less than 12 months | security | 47 | |
Fair value of securities which are in loss position for less than 12 months | $ 12,878,000 | |
Number of available for sale securities in a loss position 12 months or longer | security | 13 | |
Fair value of securities which are in loss position for greater than 12 months | $ 2,875,000 | |
Gross proceeds from sale of available for sale securities | 22,382,000 | 17,905,000 |
Gross realized gains recorded on sale of available for sale securities | 639,000 | 446,000 |
Gross realized losses recorded on sale of available for sale securities | 231,000 | 339,000 |
Equity securities | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 6,412,000 | 6,443,000 |
Financial services industry | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,199,000 | 2,149,000 |
REIT industry | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 145,000 | 393,000 |
Other | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 4,068,000 | 3,901,000 |
Debt securities | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 26,870,000 | 34,227,000 |
International bond fund | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,511,000 | 2,452,000 |
Unfunded investment commitments | 0 | |
High yield fund | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,744,000 | 2,587,000 |
Unfunded investment commitments | 0 | |
Industrial bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,017,000 | 5,394,000 |
Technology bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,972,000 | 4,956,000 |
Government bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 10,707,000 | 10,403,000 |
Energy bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 1,216,000 | 2,360,000 |
Financial bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 1,423,000 | 1,754,000 |
Other | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 3,280,000 | 4,321,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Values of Assets and Liabilities | ||
Cash equivalents | 23,578,000 | 17,702,000 |
Available for sale securities | 17,022,000 | 12,769,000 |
Total | 40,600,000 | 30,471,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity securities | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 6,412,000 | 6,443,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Financial services industry | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,199,000 | 2,149,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | REIT industry | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 145,000 | 393,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 4,068,000 | 3,901,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Debt securities | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 10,610,000 | 6,326,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 10,610,000 | 6,326,000 |
Significant Other Observable Inputs (Level 2) | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 16,260,000 | 27,901,000 |
Total | 16,260,000 | 27,901,000 |
Significant Other Observable Inputs (Level 2) | Debt securities | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 16,260,000 | 27,901,000 |
Significant Other Observable Inputs (Level 2) | International bond fund | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,511,000 | 2,452,000 |
Significant Other Observable Inputs (Level 2) | High yield fund | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,744,000 | 2,587,000 |
Significant Other Observable Inputs (Level 2) | Industrial bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,017,000 | 5,394,000 |
Significant Other Observable Inputs (Level 2) | Technology bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 2,972,000 | 4,956,000 |
Significant Other Observable Inputs (Level 2) | Government bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 97,000 | 4,077,000 |
Significant Other Observable Inputs (Level 2) | Energy bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 1,216,000 | 2,360,000 |
Significant Other Observable Inputs (Level 2) | Financial bonds | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | 1,423,000 | 1,754,000 |
Significant Other Observable Inputs (Level 2) | Other | ||
Fair Values of Assets and Liabilities | ||
Available for sale securities | $ 3,280,000 | $ 4,321,000 |
Fair Values of Assets and Lia50
Fair Values of Assets and Liabilities - Non-recurring Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying value and fair value | ||
Transfers of assets between Level 1 to Level 2 | $ 0 | |
Mortgage notes payable | 7,872 | $ 58,494 |
Liabilities held for sale | 34,781 | 7 |
Carrying value | Level 3 | ||
Carrying value and fair value | ||
Mortgage notes payable | 8,188 | 60,397 |
Total | Level 3 | ||
Carrying value and fair value | ||
Mortgage notes payable | $ 9,617 | $ 64,905 |
Indebtedness - Debt Instruments
Indebtedness - Debt Instruments Summary (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2017USD ($)agreementproperty | Sep. 30, 2017USD ($) | Feb. 28, 2017periodliving_unitproperty | Apr. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)agreementproperty | Dec. 31, 2016USD ($) | Jun. 29, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 29, 2016USD ($) | |
Indebtedness | ||||||||||
Payment of deferred financing fees | $ 1,889,000 | $ 1,889,000 | $ 300,000 | |||||||
Line of credit facility, extension fee | $ 300,000 | |||||||||
Amount borrowed during the period | 65,000,000 | 25,000,000 | ||||||||
Gain (loss), net of related unamortized costs, on early extinguishment of debt | 143,000 | 0 | ||||||||
Letter of credit | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity | $ 11,700,000 | $ 17,800,000 | ||||||||
Standby letters of credit | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity | $ 1,224,000 | $ 1,224,000 | ||||||||
Number of credit agreements | agreement | 6 | 6 | ||||||||
September 2,032 | ||||||||||
Indebtedness | ||||||||||
Interest rate (as a percent) | 6.20% | 6.20% | ||||||||
Unamortized net discount and debt issuance costs | $ (306,000) | $ (306,000) | ||||||||
September 2,028 | ||||||||||
Indebtedness | ||||||||||
Interest rate (as a percent) | 6.36% | 6.36% | ||||||||
Gain (loss), net of related unamortized costs, on early extinguishment of debt | $ (145,000) | |||||||||
Prepayment penalty (in percent) | 3.00% | |||||||||
Extinguishment of debt | $ 2,375,000 | |||||||||
Revolving Line of Credit Maturing March 2016 | ||||||||||
Indebtedness | ||||||||||
Interest expense and other associated costs incurred | $ 45,000 | |||||||||
Letter of Credit Maturing October 2018 | Letter of credit | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity | $ 1,500,000 | $ 1,500,000 | ||||||||
Credit Facility | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | ||||||||
Weighted average interest rate (as a percent) | 5.40% | 5.40% | 3.30% | |||||||
Amount outstanding | $ 0 | $ 0 | ||||||||
Remaining borrowing capacity | $ 2,724,000 | 2,724,000 | $ 97,276,000 | |||||||
Interest expense and other associated costs incurred | $ 1,296,000 | 1,621,000 | ||||||||
Credit Facility | LIBOR | ||||||||||
Indebtedness | ||||||||||
Basis spread (as a percent) | 2.50% | |||||||||
Interest rate at period end (as a percent) | 3.87% | 3.87% | ||||||||
Credit Facility | Base Rate [Member] | ||||||||||
Indebtedness | ||||||||||
Interest rate at period end (as a percent) | 5.75% | 5.75% | ||||||||
Revolving credit facility | ||||||||||
Indebtedness | ||||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 150,000,000 | ||||||||
Number of extension options | period | 2 | |||||||||
Extension period | 1 year | |||||||||
Quarterly commitment fee on the unused part of borrowing availability (as a percent) | 0.35% | |||||||||
Amount borrowed during the period | $ 0 | 0 | ||||||||
Revolving credit facility | LIBOR | ||||||||||
Indebtedness | ||||||||||
Basis spread (as a percent) | 2.50% | |||||||||
Mortgage notes | ||||||||||
Indebtedness | ||||||||||
Interest expense and other associated costs incurred | $ 3,012,000 | 3,235,000 | ||||||||
Interest rate (as a percent) | 6.20% | 6.20% | ||||||||
Gain (loss), net of related unamortized costs, on early extinguishment of debt | $ 143,000 | |||||||||
Prepayment penalty (in percent) | 1.00% | |||||||||
Mortgage notes | Senior living communities | ||||||||||
Indebtedness | ||||||||||
Number of real estate properties mortgaged | property | 4 | 4 | ||||||||
Line of Credit | Credit Facility | Revolving credit facility | ||||||||||
Indebtedness | ||||||||||
Number of real estate properties securing borrowings on the new credit facility | property | 10 | |||||||||
Number of units in real estate properties securing borrowings on the new credit facility | living_unit | 1,219 | |||||||||
Mortgage notes | FNMA | ||||||||||
Indebtedness | ||||||||||
Interest rate (as a percent) | 6.47% | 6.47% | ||||||||
Extinguishment of debt | $ 13,105,000 | |||||||||
Held for sale | Mortgage notes | ||||||||||
Indebtedness | ||||||||||
Interest rate (as a percent) | 6.19% | 6.19% | ||||||||
Unamortized net discount and debt issuance costs | $ 1,244,000 | $ 1,244,000 |
Indebtedness - Payments of Prin
Indebtedness - Payments of Principal and Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Indebtedness | ||
Mortgage Notes | $ 8,494 | |
Principal payments due under terms of mortgages | ||
2,018 | 343 | |
2,019 | 365 | |
2,020 | 387 | |
2,021 | 413 | |
2,022 | 440 | |
Thereafter | 6,546 | |
Mortgage Notes | 8,494 | |
Total mortgage notes payable | 8,188 | |
Less: Short term portion of mortgage notes payable | (316) | |
Long term portion of mortgage notes payable | 7,872 | |
Mortgage notes | ||
Indebtedness | ||
Mortgage Notes | $ 42,031 | |
Contractual Stated Interest Rate (as a percent) | 6.20% | |
Effective Interest Rate (as a percent) | 5.60% | |
Monthly Payment | $ 300 | |
Interest expense and other associated costs incurred | 3,012 | $ 3,235 |
Principal payments due under terms of mortgages | ||
Mortgage Notes | 42,031 | |
September 2,032 | ||
Indebtedness | ||
Mortgage Notes | $ 8,494 | |
Contractual Stated Interest Rate (as a percent) | 6.20% | |
Effective Interest Rate (as a percent) | 6.70% | |
Monthly Payment | $ 72 | |
Principal payments due under terms of mortgages | ||
Mortgage Notes | 8,494 | |
Less: Unamortized net discount and debt issuance costs | 306 | |
Held for sale | Mortgage notes | ||
Indebtedness | ||
Mortgage Notes | $ 33,537 | |
Contractual Stated Interest Rate (as a percent) | 6.19% | |
Effective Interest Rate (as a percent) | 5.34% | |
Monthly Payment | $ 228 | |
Principal payments due under terms of mortgages | ||
Mortgage Notes | 33,537 | |
Less: Unamortized net discount and debt issuance costs | (1,244) | |
Held for sale | October 2022 | ||
Indebtedness | ||
Mortgage Notes | $ 16,734 | |
Contractual Stated Interest Rate (as a percent) | 5.75% | |
Effective Interest Rate (as a percent) | 4.83% | |
Monthly Payment | $ 105 | |
Principal payments due under terms of mortgages | ||
Mortgage Notes | 16,734 | |
Held for sale | June 2023 | ||
Indebtedness | ||
Mortgage Notes | $ 16,803 | |
Contractual Stated Interest Rate (as a percent) | 6.64% | |
Effective Interest Rate (as a percent) | 5.86% | |
Monthly Payment | $ 123 | |
Principal payments due under terms of mortgages | ||
Mortgage Notes | $ 16,803 |
Leases with SNH and HCP and M53
Leases with SNH and HCP and Management Agreements with SNH - Lease Summary (Details) $ in Thousands | Jun. 29, 2016agreementterm | Dec. 31, 2017USD ($)communityproperty | Nov. 30, 2017USD ($)community | Aug. 31, 2017USD ($) | Dec. 31, 2016USD ($)living_unitcommunity | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)communityterm | Feb. 28, 2018USD ($) | Feb. 28, 2018USD ($) | Jun. 30, 2017USD ($)community | Jul. 31, 2016living_unitcommunity | Dec. 31, 2017USD ($)periodcommunitypropertyterm | Dec. 31, 2016USD ($)community | May 31, 2015 |
Leases | ||||||||||||||
Number of properties leased and operated | property | 189 | 189 | ||||||||||||
Annual minimum rent | $ 209,732 | |||||||||||||
Total minimum annual rent payable | $ 2,022,052 | 2,022,052 | ||||||||||||
Gain recognized on sale leaseback transaction | 6,608 | $ 3,340 | ||||||||||||
Deferred gain on sale and leaseback transaction | 66,087 | $ 72,695 | 66,087 | 72,695 | ||||||||||
Management fee revenue | 14,080 | 12,350 | ||||||||||||
Liabilities held for sale | 34,781 | 7 | 34,781 | 7 | ||||||||||
Gain on sale of senior living communities | (7,258) | 0 | ||||||||||||
Impairment of long-lived assets | 1,584 | |||||||||||||
Mortgage Notes | $ 8,494 | $ 8,494 | ||||||||||||
Lease No. 1 | Two 15-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 83 | 83 | ||||||||||||
Annual minimum rent | $ 59,671 | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Renewal term | 15 years | |||||||||||||
Lease No. 2 | Two 10-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 47 | 47 | ||||||||||||
Annual minimum rent | $ 66,375 | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Renewal term | 10 years | |||||||||||||
Lease No. 3 | Two 15-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 17 | 17 | ||||||||||||
Annual minimum rent | $ 35,649 | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Renewal term | 15 years | |||||||||||||
Lease No. 4 | Two 15-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 29 | 29 | ||||||||||||
Annual minimum rent | $ 35,477 | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Renewal term | 15 years | |||||||||||||
Lease No. 5 | Two 15-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 9 | 9 | ||||||||||||
Annual minimum rent | $ 9,854 | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Renewal term | 15 years | |||||||||||||
One HCP lease | One 10-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | property | 4 | 4 | ||||||||||||
Annual minimum rent | $ 2,706 | |||||||||||||
Number of renewal options | term | 1 | |||||||||||||
Renewal term | 10 years | |||||||||||||
SNH | ||||||||||||||
Leases | ||||||||||||||
Total minimum annual rent payable | $ 207,026 | $ 207,026 | ||||||||||||
Rent expense under leases, net of lease inducement amortization | 203,639 | 198,786 | ||||||||||||
Outstanding rent due and payable | 18,555 | 18,338 | 18,555 | 18,338 | ||||||||||
Amount funded for leasehold improvements | 39,800 | 21,437 | 39,800 | 21,437 | ||||||||||
Increase (decrease) in annual lease rent payable | 3,193 | 1,720 | ||||||||||||
Assets held for sale for increased rent pursuant to the terms of leases with SNH | $ 1,702 | $ 7,255 | 1,702 | 7,255 | ||||||||||
Management fee revenue | 12,970 | 11,548 | ||||||||||||
Related Party Transaction, Rehabilitation Service Revenue | $ 7,525 | $ 7,707 | ||||||||||||
Minimum percentage of ownership interest of voting stock above which the option to cancel all the lease rights exist | 9.80% | 9.80% | 9.80% | 9.80% | ||||||||||
SNH | Two 10-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Renewal term | 10 years | |||||||||||||
SNH | Two 15-year renewal options | ||||||||||||||
Leases | ||||||||||||||
Renewal term | 15 years | |||||||||||||
Senior living communities | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | community | 189 | 189 | ||||||||||||
Senior living communities | HCP | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | community | 4 | 4 | ||||||||||||
Renewal term | 10 years | |||||||||||||
Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | community | 185 | 185 | ||||||||||||
Percentage rent | $ 5,533 | $ 5,646 | ||||||||||||
Number of communities purchased by related party | community | 7 | |||||||||||||
Aggregate purchase price | $ 112,350 | |||||||||||||
Carrying value of sale leaseback | $ 29,706 | |||||||||||||
Gain recognized on sale leaseback transaction | $ 82,644 | |||||||||||||
Transaction costs in connection with sale | $ 750 | |||||||||||||
Number of communities managed | community | 70 | 68 | ||||||||||||
Incentive fee revenue | $ 0 | $ 108 | ||||||||||||
Capital expenditure management revenue | $ 845 | 432 | ||||||||||||
Number of communities managed, additions | community | 3 | |||||||||||||
Number of living units in communities managed, additions | living_unit | 301 | |||||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 7.00% | |||||||||||||
Senior living communities | SNH | D&R Yonkers LLC | ||||||||||||||
Leases | ||||||||||||||
Number of renewal options | period | 8 | |||||||||||||
Renewal term | 5 years | |||||||||||||
Management fee revenue | $ 265 | 262 | ||||||||||||
Management fees as a percentage of gross revenues | 3.00% | 3.00% | ||||||||||||
Minimum | Senior living communities | HCP | ||||||||||||||
Leases | ||||||||||||||
Minimum annual escalator percentage rent (as a percent) | 2.00% | |||||||||||||
Maximum | Senior living communities | HCP | ||||||||||||||
Leases | ||||||||||||||
Minimum annual escalator percentage rent (as a percent) | 4.00% | |||||||||||||
New Long Term Lease Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Rent as percentage of gross revenue | 4.00% | 4.00% | ||||||||||||
Initial annual rent | $ 8,426 | |||||||||||||
Number of consecutive years of lease term | term | 2 | 2 | ||||||||||||
Lease term | 15 years | 15 years | ||||||||||||
New Pooling Agreement | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of new pooling agreements | agreement | 10 | |||||||||||||
New Pooling Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Management fees as a percentage of gross revenues | 5.00% | |||||||||||||
Incentive fee as percentage of the annual net operating income after the entity realizes an annual return equal to 8% of invested capital | 20.00% | |||||||||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 7.00% | |||||||||||||
AL Management Agreement Before May 2015 | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Management fees as a percentage of gross revenues | 3.00% | |||||||||||||
Incentive fee as percentage of the annual net operating income after the entity realizes an annual return equal to 8% of invested capital | 35.00% | |||||||||||||
AL Management Agreement Before May 2015 | Minimum | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Management fees as a percentage of gross revenues | 3.00% | |||||||||||||
Incentive fee as 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% | |||||||||||||
AL Management Agreement On Or After May 2015 | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 3.00% | |||||||||||||
AL Management Agreement On Or After May 2015 | Maximum | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Management fees as a percentage of gross revenues | 5.00% | |||||||||||||
Incentive fee as percentage of the annual net operating income after the entity realizes an annual return equal to 8% of invested capital | 20.00% | |||||||||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 7.00% | |||||||||||||
2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of new pooling agreements | community | 2 | |||||||||||||
Management fees as a percentage of gross revenues | 5.00% | 5.00% | ||||||||||||
Incentive fee as percentage of the annual net operating income after the entity realizes an annual return equal to 8% of invested capital | 20.00% | 20.00% | ||||||||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 7.00% | 7.00% | ||||||||||||
Return on capital, basis spread on interest rate applicable to borrowings (as a percent) | 2.00% | 2.00% | ||||||||||||
Number of communities under special pooling agreement | community | 5 | |||||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 3.00% | |||||||||||||
Number of communities to be sold | community | 6 | |||||||||||||
Carrying value of assets held-for-sale | $ 24,299 | $ 53,743 | $ 24,299 | |||||||||||
Mortgage Notes | 37,084 | |||||||||||||
Income (loss) from continuing operations | 1,684 | $ (44) | ||||||||||||
Proceeds from sale communities | $ 104,367 | |||||||||||||
Mortgage debt assumed by purchaser | 33,537 | |||||||||||||
Wisconsin | SNF | SNH | ||||||||||||||
Leases | ||||||||||||||
Increase (decrease) in annual lease rent payable | $ (25) | |||||||||||||
Florida | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Increase (decrease) in annual lease rent payable | 10 | |||||||||||||
Illinois | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Increase (decrease) in annual lease rent payable | $ 1,400 | |||||||||||||
Number of communities acquired | community | 2 | |||||||||||||
Number of units acquired | living_unit | 126 | |||||||||||||
Georgia | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of communities managed, additions | community | 5 | |||||||||||||
Number of living units in communities managed, additions | living_unit | 395 | |||||||||||||
Other Current Liabilities | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Deferred gain on sale and leaseback transaction | $ 6,609 | |||||||||||||
Other Noncurrent Liabilities | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Deferred gain on sale and leaseback transaction | 66,087 | 66,087 | ||||||||||||
Land | Delaware | SNH | ||||||||||||||
Leases | ||||||||||||||
Increase (decrease) in annual lease rent payable | $ 33 | |||||||||||||
Proceeds from sale of land | $ 750 | |||||||||||||
Amended Management and Pooling Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of properties leased and operated | community | 2 | |||||||||||||
Annual rent increase (as a percent) | 2.00% | |||||||||||||
Rent escalation commencement period, period after certificate of occupancy | 12 months | |||||||||||||
September 2,028 | ||||||||||||||
Leases | ||||||||||||||
Extinguishment of debt | 2,375 | |||||||||||||
Subsequent Event | 2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Number of properties sold to, and subsequently managed for SNH | 4 | |||||||||||||
December 2017 Sales Group | ||||||||||||||
Leases | ||||||||||||||
Gain on sale of senior living communities | (7,258) | |||||||||||||
December 2017 Sales Group | 2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Mortgage Notes | 2,303 | 2,303 | ||||||||||||
Proceeds from sale communities | 39,150 | |||||||||||||
Carrying value of communities sold | $ 29,444 | |||||||||||||
Number of properties sold to, and subsequently managed for SNH | 2 | |||||||||||||
January and February 2018 Sales Group | Subsequent Event | 2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Gain on sale of senior living communities | $ (5,850) | |||||||||||||
Mortgage Notes | 17,356 | $ 17,356 | ||||||||||||
Proceeds from sale communities | 41,917 | |||||||||||||
Carrying value of communities sold | $ 19,425 | |||||||||||||
Number of properties sold to, and subsequently managed for SNH | 2 | |||||||||||||
Scenario, Plan | January and February 2018 Sales Group | 2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Leases | ||||||||||||||
Mortgage Notes | $ 17,425 | 17,425 | ||||||||||||
Proceeds from sale communities | 23,300 | |||||||||||||
Carrying value of communities sold | $ 4,874 | |||||||||||||
Number of properties sold to, and subsequently managed for SNH | 2 |
Leases with SNH and HCP and M54
Leases with SNH and HCP and Management Agreements with SNH - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future minimum rents | |
2,018 | $ 209,768 |
2,019 | 209,823 |
2,020 | 209,879 |
2,021 | 209,936 |
2,022 | 209,995 |
Thereafter | 972,651 |
Total | $ 2,022,052 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 20, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 30, 2018 |
Shareholders' Equity | |||||
Weighted average amortization period stock based compensation | 2 years | ||||
Directors, officers and others | |||||
Shareholders' Equity | |||||
Common shares issued (in shares) | 590,600 | 569,400 | |||
Aggregate market value of shares issued | $ 920 | $ 1,373 | |||
Weighted average share price (in dollars per share) | $ 1.56 | $ 2.41 | |||
Officers and others | |||||
Shareholders' Equity | |||||
Portion of awards that vest on the date of grant | one fifth | ||||
Award vesting percentage | 20.00% | ||||
Vesting period | 4 years | ||||
Share Award Plans | |||||
Shareholders' Equity | |||||
Weighted average share price (in dollars per share) | $ 1.50 | ||||
Unvested common shares | 931,920 | 836,010 | |||
Share based compensation | $ 1,094 | $ 1,194 | |||
Estimated future stock based compensation expense | $ 1,954 | ||||
Remaining common shares available for issuance | 2,885,720 | ||||
Share Award Plans | Officers and others | |||||
Shareholders' Equity | |||||
Shares acquired | 41,823 | 34,999 | |||
Aggregare acquired price | $ 66 | $ 86 | |||
Subsequent Event | |||||
Shareholders' Equity | |||||
Weighted average share price (in dollars per share) | $ 1.50 | ||||
Repurchases under share award plan (in shares) | 2,885 | ||||
Subsequent Event | Director | |||||
Shareholders' Equity | |||||
Common shares issued (in shares) | 12,500 | ||||
Weighted average share price (in dollars per share) | $ 1.35 |
Dispositions (Details)
Dispositions (Details) - SNH - Senior living communities - community | 1 Months Ended | |
Nov. 30, 2017 | Jun. 30, 2016 | |
Acquisitions | ||
Number of communities purchased by related party | 7 | |
2017 Transaction Agreement | ||
Acquisitions | ||
Number of communities to be sold | 6 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($)living_unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Discontinued Operations | |||
Impairment of long-lived assets | $ 1,584 | ||
Summary of the operating results of discontinued operations | |||
Income from discontinued operations, net of tax | 0 | $ 194 | |
Discontinued operations, disposed of by sale | SNH | |||
Summary of the operating results of discontinued operations | |||
Revenues | 932 | ||
Expenses | (500) | ||
Impairment on discontinued assets | (112) | ||
Provision for income taxes | (126) | ||
Income from discontinued operations, net of tax | $ 194 | ||
Assisted living communities | Discontinued operations, disposed of by sale | |||
Discontinued Operations | |||
Number of living units sold | living_unit | 32 | ||
Proceeds from sale of real estate excluding closing costs | $ 225 | ||
Impairment of long-lived assets | $ 112 |
Off Balance Sheet Arrangements
Off Balance Sheet Arrangements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)property | |
Pledged Assets, Not Separately Reported on Statement of Financial Position [Abstract] | |
Number of properties leased from SNH on which pledge arises | property | 17 |
Off balance sheet arrangements, liability | $ 0 |
Off balance sheet arrangements, asset | $ 0 |
Legal Proceedings and Claims (D
Legal Proceedings and Claims (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | May 31, 2015 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||||
Estimated minimum loss | $ 0 | |||||
OIG payment in exchange for customary release | $ 8,600 | |||||
Accrued costs and penalties expected to incur related to the compliance assessment not yet paid | $ 10,100 | |||||
Increase In revenue | $ 1,500 | |||||
Increase in senior living revenue | 1,000 | |||||
Decrease in other senior living operating expenses | $ 500 | |||||
Damages awarded | $ 19,200 | |||||
Damages awarded for pain and suffering | $ 2,500 | |||||
Settlement amount | $ 7,250 | |||||
Insurance reimbursement receivable | $ 3,021 | |||||
Accrued litigation costs | $ 4,229 | |||||
Medicare Billing Voluntary Disclosure | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued revenue reserve for historical Medicare payments expected to be repaid | 888 | |||||
Expenses recognized during period | $ 658 |
Business Management Agreement60
Business Management Agreement with RMR LLC - Narrative (Details) - RMR LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Management Agreement [Line Items] | ||
Business management fee (as a percent) | 0.60% | |
Business management fees | $ 9,316 | $ 8,932 |
RMR LLC notice period for termination of agreement | 120 days | |
Company notice period for termination of agreement | 60 days | |
Termination fee (as a percent of base management fee) | 287.50% | |
Management agreement, termination fee, base management fee period | 24 months | |
Reimbursable expenses, internal audit costs | $ 276 | $ 235 |
Transition service period | 120 days |
Related Person Transactions - S
Related Person Transactions - SNH (Details) | 12 Months Ended | |
Dec. 31, 2017communitypropertyshares | Dec. 31, 2016community | |
Related person transactions | ||
Number of real estate properties leased | property | 189 | |
Senior living communities | ||
Related person transactions | ||
Number of real estate properties leased | 189 | |
SNH | ||
Related person transactions | ||
Ownership percentage by former parent | 100.00% | |
Number of shares owned | shares | 4,235,000 | |
Percentage of outstanding common shares owned | 8.40% | |
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% | 9.80% |
SNH | Senior living communities | ||
Related person transactions | ||
Number of real estate properties leased | 185 | |
Number of communities managed | 70 | 68 |
Related Person Transactions - R
Related Person Transactions - REITs, for which RMR LLC provides Management Services (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2016 | Oct. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Related person transactions | ||||
Utilities and real estate taxes | $ 206,531 | $ 201,667 | ||
Equity investment of an investee | 8,185 | 7,116 | ||
Income (loss) arising from investment | 608 | 137 | ||
Other comprehensive income (loss) | $ 461 | $ 152 | ||
RMR LLC | ||||
Related person transactions | ||||
Number of shares granted under the award plan (in shares) | 92,800 | 87,000 | ||
Aggregate value of awards granted during the period | $ 139 | $ 213 | ||
Rent expense under leases | 944 | |||
Utilities and real estate taxes | 1,633 | 1,796 | ||
Payments for directors' and officers' insurance premiums | $ 151 | 217 | ||
ABP Trust | ||||
Related person transactions | ||||
Shares authorized to be acquired by related party, up to (as a percent) | 38.00% | |||
Shares acquired by related party | 17,999,999 | |||
Price per share (in dollars per share) | $ 3 | |||
Standstill and lock-up agreement period | 10 years | |||
Shares, amount under Standstill and Lock-Up Agreement | 18,000,000 | |||
Number of shares owned | 18,382,121 | |||
Beneficial ownership percentage | 36.40% | |||
AIC | ||||
Related person transactions | ||||
Service fee paid to related party (as a percent) | 3.00% | |||
Property insurance premium | $ 4,329 | 4,595 | ||
Equity investment of an investee | 8,185 | 7,116 | ||
Income (loss) arising from investment | 608 | 137 | ||
Other comprehensive income (loss) | $ 461 | $ 152 | ||
General and Administrative Expenses | ABP Trust | ||||
Related person transactions | ||||
Expenses from transactions with related party | $ 438 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 1,211 | $ 989 |
Senior Living Wages and Benefits | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | 1,041 | 826 |
General and Administrative Expenses | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 170 | $ 163 |
Selected Quarterly Financial 64
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | ||||||||||
Revenues | $ 348,291 | $ 347,101 | $ 350,025 | $ 350,689 | $ 346,252 | $ 344,711 | $ 342,933 | $ 344,212 | $ 1,396,106 | $ 1,378,108 |
Operating loss | (3,442) | (5,930) | (7,613) | (6,069) | (5,595) | (6,095) | (3,528) | (754) | (23,054) | (15,972) |
Net loss from continuing operations | (1,006) | (6,603) | (6,506) | (6,787) | (5,952) | (5,844) | (7,900) | (2,311) | (20,902) | (22,007) |
Net loss | $ (1,006) | $ (6,603) | $ (6,506) | $ (6,787) | $ (5,627) | $ (5,897) | $ (7,666) | $ (2,623) | $ (20,902) | $ (21,813) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.02) | $ (0.13) | $ (0.13) | $ (0.14) | $ (0.11) | $ (0.12) | $ (0.16) | $ (0.06) | $ (0.42) | $ (0.45) |