Leases and Management Agreements with SNH | Leases and Management Agreements with SNH Senior Living Communities Leased from SNH . We are SNH’s largest tenant and SNH is our largest landlord. As of September 30, 2018 and 2017 , we leased 184 and 185 senior living communities from SNH, respectively. We lease senior living communities from SNH pursuant to five leases with SNH. Our total annual rent payable to SNH as of September 30, 2018 and 2017 was $207,504 and $ 206,297 , respectively, excluding percentage rent based on increases in gross revenues at certain communities. 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 $51,541 and $51,056 for the three months ended September 30, 2018 and 2017 , respectively, and $154,425 and $152,358 for the nine months ended September 30, 2018 and 2017 , respectively, which amounts included estimated percentage rent of $1,387 and $1,353 for the three months ended September 30, 2018 and 2017 , respectively, and $4,068 and $4,190 for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 and December 31, 2017 , we had outstanding rent due and payable to SNH of $18,642 and $18,555 , respectively, which amounts are included in due to related persons in our condensed consolidated balance sheets. Pursuant to the terms of our leases with SNH, for the nine months ended September 30, 2018 and 2017 , we sold to SNH $14,749 and $30,698 , respectively, of improvements to communities leased from SNH. As a result, the annual rent payable by us to SNH increased by approximately $1,177 and $2,464 as of September 30, 2018 and 2017 , respectively. As of September 30, 2018 , our property and equipment included $987 for similar improvements to communities leased from SNH that we expect to request SNH to purchase from us for an increase in future rent; however, SNH is not obligated to purchase these improvements. In June 2016, we entered an agreement with SNH pursuant to which, 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 a new long term lease agreement. Under the new lease, we are required to pay SNH initial annual rent of $8,426 , plus percentage rent beginning in 2018. In accordance with FASB ASC Topic 840, Leases , the June 2016 sale and leaseback transaction qualifies for sale-leaseback accounting. Accordingly, 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 the lease. As of September 30, 2018 and 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 condensed consolidated balance sheets, and the long term portion is presented separately in our condensed consolidated balance sheets. In June 2018, we and SNH sold to a third party one SNF, which was previously leased to us, located in California with 97 living units for a sales price of approximately $6,500 , excluding closing costs. We recorded a loss of $62 and $102 for the three and nine months ended September 30, 2018 , respectively, as a result of this sale, which loss is included in loss (gain) on sale of senior living communities in our condensed consolidated statements of operations. This community, while leased by us, generated a loss from operations before income taxes of $24 and $358 for the three months ended September 30, 2018 and 2017, respectively, and $283 and $461 for the nine months ended September 30, 2018 and 2017 , respectively, excluding the loss on sale of the community. Pursuant to the terms of our lease with SNH, as a result of this sale, our annual rent payable to SNH decreased by 10% of the net proceeds that SNH received from this sale, in accordance with the terms of the applicable lease. Also in June 2018, 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, as a result of this acquisition, our annual rent payable to SNH increased by $14 in accordance with the terms of such lease. Senior Living Communities Managed for the Account of SNH and its Related Entities . As of September 30, 2018 and 2017 , we managed 75 and 68 senior living communities, respectively, for the account of SNH. We earned base management fees of $3,597 and $3,199 from the senior living communities we managed for the account of SNH for the three months ended September 30, 2018 and 2017 , respectively, and $10,486 and $9,708 for the nine months ended September 30, 2018 and 2017 , respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for the account of SNH of $344 and $128 for the three months ended September 30, 2018 and 2017 , respectively, and $714 and $628 for the nine months ended September 30, 2018 and 2017 , respectively. These amounts are included in management fee revenue in our condensed consolidated statements of operations. In November 2017, we entered a transaction agreement with SNH, or the transaction agreement, pursuant to which in December 2017, January 2018, February 2018 and June 2018 we sold to, and began managing for the account of, SNH a total of six senior living communities and, concurrently with those sales, we and SNH entered management agreements for each of these senior living communities and two new pooling agreements with terms substantially similar to our other management and pooling agreements with SNH. In accordance with FASB ASC Topic 360, Property, Plant and Equipment, or ASC 360, these six senior living communities met the conditions to be classified as held for sale in November 2017. These six senior living communities, while owned by us, generated income (loss) from operations before income taxes of $(14) and $806 for the three months ended September 30, 2018 and 2017 , respectively, and $137 and $ 2,075 for the nine months ended September 30, 2018 and 2017 , respectively, excluding the gain on sale of the communities. These amounts are included in our condensed consolidated statements of operations. In December 2017, we sold two of the six senior living communities described above 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 and discount of $2,303 . In accordance with ASC 360, these two transactions qualify as real estate sales and the gains on these transactions were recognized immediately in accordance with the full accrual method as a result of our lack of continuing involvement in the ownership of the senior living communities after completing these sales. The carrying value of these senior living communities was not included in our condensed consolidated balance sheet as of December 31, 2017. In January and February 2018, we sold two additional senior living communities described above 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 and premiums of $17,356 , of which the principal amount of $16,776 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC 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 rather than continuing involvement in the ownership of the real estate. We recorded a gain of $5,684 for the three months ended March 31, 2018 as a result of the sale of these two senior living communities, which gain is included in loss (gain) on sale of senior living communities in our condensed consolidated statements of operations. In June 2018, we sold the remaining two senior living communities described above for an aggregate sales price of $23,300 . These two senior living communities had an aggregate carrying value of $5,163 , net of mortgage debt and premiums of $17,226 , of which the principal amount of $16,588 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC Topic 610 and related ASUs, effective with our adoption of these new ASUs on January 1, 2018. We recorded a gain of $1,549 for the three months ended June 30, 2018 as a result of the sale of these two senior living communities, which gain is included in loss (gain) on sale of senior living communities in our condensed consolidated statements of operations. In June 2018, we began managing for the account of SNH, pursuant to a management agreement and our existing Pooling Agreement No. 12 with SNH, as amended and restated, a senior living community SNH owns located in California with 98 living units. Pursuant to the terms of the management and pooling agreements with respect to this senior living community, we will earn a management fee equal to 5% of the gross revenues realized at this community plus reimbursement for our direct costs and expenses related to our operation of this community, as well as an annual incentive fee equal to 20% of the annual net operating income of this community remaining after SNH realizes an annual minimum return of $1,000 plus 7% of its invested capital for this community in excess of $500 made after the date we began managing this community, and SNH’s annual minimum return for this community will not be used in determining whether or not there is a priority return shortfall, as defined, under the pooling agreement until 2019. In November 2018, we began managing for the account of SNH, pursuant to a management agreement with SNH, a senior living community SNH owns located in Colorado with 238 living units. Pursuant to the terms of the management agreement with respect to this senior living community, we will earn a management fee equal to 5% of the gross revenues realized at this community plus reimbursement for our direct costs and expenses related to our operation of this community, as well as an annual incentive fee equal to 20% of the annual net operating income of this community remaining after SNH realizes an annual minimum return of $1,500 plus 7% of its invested capital for this community made after the date we began managing this community. We and SNH both have the option to terminate the management agreement with respect to this community as of December 31, 2019. 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 $1,584 and $1,841 for the three months ended September 30, 2018 and 2017 , respectively, and $4,944 and $5,709 for the nine months ended September 30, 2018 and 2017 , 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 condensed consolidated statements of operations. In order to accommodate certain requirements of New York healthcare licensing laws, a part of the senior living community SNH owns, and we manage, located in Yonkers, New York is subleased by a subsidiary of SNH to D&R Yonkers LLC. As of September 30, 2018 , D&R Yonkers LLC was owned by our Executive Vice President, Chief Financial Officer and Treasurer and by SNH’s former president and chief operating officer. We count the part of this senior living community that we manage for D&R Yonkers LLC and the part of this senior living community that we manage for the account of SNH as one senior living community. We earned management fees of $68 and $87 for the three months ended September 30, 2018 and 2017 , respectively, and $208 and $195 for the nine months ended September 30, 2018 and 2017 , respectively, under this management arrangement with D&R Yonkers LLC, which amounts are included in management fee revenue in our condensed consolidated statements of operations. |