Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 27, 2019 | Jun. 29, 2018 | |
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, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 39.3 | ||
Entity Common Stock, Shares Outstanding | 50,845,152 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 29,512 | $ 26,255 |
Accounts receivable, net of allowance of $3,422 and $3,572 at December 31, 2018 and 2017, respectively | 37,758 | 38,673 |
Due from related persons | 7,855 | 4,774 |
Prepaid expenses | 9,670 | 11,484 |
Investments in available for sale securities, of which $11,285 and $7,310 are restricted as of December 31, 2018 and 2017, respectively | 20,179 | |
Investments in available for sale securities, of which $11,285 and $7,310 are restricted as of December 31, 2018 and 2017, respectively | 22,524 | |
Restricted cash | 19,720 | 20,747 |
Other current assets | 13,359 | 13,648 |
Assets held for sale | 0 | 59,080 |
Total current assets | 138,053 | 197,185 |
Property and equipment, net | 243,873 | 251,504 |
Equity investment of an investee | 8,633 | 8,185 |
Restricted cash | 923 | 1,476 |
Restricted investments in available for sale securities | 8,073 | 10,758 |
Other long term assets | 6,069 | 6,800 |
Total assets | 405,624 | 475,908 |
Current liabilities: | ||
Revolving credit facilities | 51,484 | 0 |
Accounts payable and accrued expenses | 69,667 | 74,734 |
Accrued compensation and benefits | 35,421 | 37,893 |
Due to related persons | 18,883 | 18,683 |
Mortgage notes payable | 339 | 316 |
Accrued real estate taxes | 12,959 | 11,801 |
Security deposits and current portion of continuing care contracts | 3,468 | 4,073 |
Other current liabilities | 37,472 | 36,361 |
Liabilities held for sale | 0 | 34,781 |
Total current liabilities | 229,693 | 218,642 |
Long term liabilities: | ||
Mortgage notes payable | 7,533 | 7,872 |
Accrued self insurance obligations | 33,030 | 33,082 |
Deferred gain on sale and leaseback transaction | 59,478 | 66,087 |
Other long term liabilities | 4,721 | 5,231 |
Total long term liabilities | 104,762 | 112,272 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $.01: 75,000,000 shares authorized, 50,852,052 and 50,524,424 shares issued and outstanding at December 31, 2018 and 2017, respectively | 508 | 505 |
Additional paid in capital | 361,555 | 360,942 |
Accumulated deficit | (292,636) | (220,489) |
Accumulated other comprehensive income | 1,742 | 4,036 |
Total shareholders’ equity | 71,169 | 144,994 |
Total liabilities and shareholders' equity | $ 405,624 | $ 475,908 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 3,422 | $ 3,572 |
Investments in available for sale securities, restricted | $ 11,285 | $ 7,310 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 50,852,052 | 50,524,424 |
Common stock, shares outstanding (in shares) | 50,852,052 | 50,524,424 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total revenues | $ 1,390,394 | $ 1,396,106 |
Operating expenses: | ||
Rent expense | 209,150 | 206,531 |
General and administrative expenses | 78,189 | 75,212 |
Depreciation and amortization expense | 35,939 | 38,192 |
Gain on sale of senior living communities | (7,131) | (7,258) |
Long lived asset impairment | 461 | 2,112 |
Total operating expenses | 1,461,955 | 1,419,160 |
Operating loss | (71,561) | (23,054) |
Interest, dividend and other income | 818 | 765 |
Interest and other expense | (3,018) | (4,308) |
Gain on early extinguishment of debt | 0 | 143 |
Unrealized loss on equity investments | (690) | 0 |
Realized gain on sale of debt and equity investments, net of tax | 99 | 408 |
Loss before income taxes and equity in earnings of an investee | (74,352) | (26,046) |
(Provision) benefit for income taxes | (247) | 4,536 |
Equity in earnings of an investee, net of tax | 516 | 608 |
Net loss | $ (74,083) | $ (20,902) |
Weighted average shares outstanding—basic and diluted (in shares) | 49,687 | 49,204 |
Net loss per share - basic and diluted (in dollars per share) | $ (1.49) | $ (0.42) |
Senior Living | ||
Revenues: | ||
Total revenues | $ 1,094,404 | $ 1,122,176 |
Management fee revenue | ||
Revenues: | ||
Total revenues | 15,145 | 14,080 |
Reimbursed costs incurred on behalf of managed communities | ||
Revenues: | ||
Total revenues | 280,845 | 259,850 |
Operating expenses: | ||
Cost of revenues | 280,845 | 259,850 |
Senior Living Wages and Benefits | ||
Operating expenses: | ||
Cost of revenues | 563,263 | 551,096 |
Senior Living, Other | ||
Operating expenses: | ||
Cost of revenues | $ 301,239 | $ 293,425 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (74,083) | $ (20,902) |
Other comprehensive income: | ||
Unrealized (loss) gain on investments, net of tax of $0 and $249, respectively | (385) | 388 |
Equity in unrealized (loss) gain of an investee, net of tax | (68) | 461 |
Realized loss (gain) on investments reclassified and included in net loss, net of tax of $0 and $161, respectively | 106 | (247) |
Other comprehensive (loss) income | (347) | 602 |
Comprehensive loss | $ (74,430) | $ (20,300) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized (loss) gain on investments in available for sale securities tax | $ 0 | $ 249 |
Realized (gain) loss on investments in available for sale securities reclassified and included in net loss, tax provision (benefit) | $ 0 | $ 161 |
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, 2016 | $ 164,266 | $ 500 | $ 359,853 | $ (199,521) | $ 3,434 |
Balance (in shares) at Dec. 31, 2016 | 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) | $ 0 | (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 | |||
Comprehensive loss: | |||||
Net loss | $ (74,083) | (74,083) | |||
Unrealized gain (loss) on investments in available for sale securities, net of tax | (385) | (385) | |||
Realized (gain) loss on investments in available for sale securities reclassified and included in net loss, net of tax | 106 | 106 | |||
Equity in unrealized gain (loss) of an investee, net of tax | (68) | (68) | |||
Comprehensive loss | (74,430) | (72,136) | (2,294) | ||
Grants under share award plan and share based compensation | 618 | $ 5 | 613 | ||
Grants under share award plan and share based compensation (in shares) | 471,000 | ||||
Repurchases under share award plan | (13) | $ (2) | (11) | ||
Repurchases under share award plan (in shares) | (143,372) | ||||
Balance at Dec. 31, 2018 | $ 71,169 | $ 508 | $ 361,555 | $ (292,636) | $ 1,742 |
Balance (in shares) at Dec. 31, 2018 | 50,852,052 | 50,852,052 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (74,083) | $ (20,902) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 35,939 | 38,192 |
Gain on sale of senior living communities | (7,131) | (7,258) |
Gain on early extinguishment of debt | 0 | (166) |
Unrealized loss on equity securities | 690 | 0 |
Realized gain on sale of debt and equity securities | (99) | (408) |
Loss on disposal of property and equipment | 16 | 277 |
Long lived asset impairment | 461 | 2,112 |
Equity in earnings of an investee, net of tax | (516) | (608) |
Stock based compensation | 616 | 1,094 |
Provision for losses on receivables | 4,904 | 4,697 |
Amortization of deferred gain on sale and leaseback transaction | (6,609) | (6,608) |
Other non-cash expense (income) adjustments, net | 1,192 | 703 |
Changes in assets and liabilities: | ||
Accounts receivable | (3,989) | (5,046) |
Prepaid expenses and other assets | 1,535 | (10,650) |
Accounts payable and accrued expenses | (4,211) | 6,306 |
Accrued compensation and benefits | (2,472) | 1,954 |
Due (to) from related persons, net | (1,683) | 11,439 |
Other current and long term liabilities | 1,217 | 1,120 |
Cash (used in) provided by operating activities | (54,223) | 16,248 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (48,980) | (71,095) |
Purchases of investments | (5,297) | (14,409) |
Proceeds from sale of property and equipment | 17,956 | 39,800 |
Proceeds from sale of land | 0 | 750 |
Proceeds from sale of communities | 31,819 | 39,076 |
Proceeds from sale of investments | 9,438 | 22,382 |
Cash provided by investing activities | 4,936 | 16,504 |
Cash flows from financing activities: | ||
Proceeds from borrowings on credit facilities | 76,484 | 65,000 |
Repayments of borrowings on credit facilities | (25,000) | (65,000) |
Repayments of mortgage notes payable | (509) | (16,766) |
Prepayment fees on early extinguishment of debt | 0 | (132) |
Payment of deferred financing fees | 0 | (1,889) |
Payment of employee tax obligations on withheld shares | (11) | (66) |
Cash provided by (used in) financing activities | 50,964 | (18,853) |
Cash flows from discontinued operations: | ||
Net cash provided by operating activities | 0 | 1,003 |
Net cash used in investing activities | 0 | 0 |
Net cash flows provided by discontinued operations | 0 | 1,003 |
Change in cash and cash equivalents and restricted cash | 1,677 | 14,902 |
Cash and cash equivalents and restricted cash at beginning of period | 48,478 | 33,576 |
Cash and cash equivalents and restricted cash at end of period | 50,155 | 48,478 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents and restricted cash at end of period | 48,478 | 33,576 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,577 | 3,932 |
Cash paid (received) for income taxes, net | 311 | (1,399) |
Non-cash activities: | ||
Real estate sales | 33,364 | 0 |
Mortgage notes assumed by purchaser in real estate sales | $ 33,364 | $ 0 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business General. We are a corporation that was formed under the laws of the State of Maryland in 2001. As of December 31, 2018 , we operated 284 senior living communities located in 32 states with 32,016 living units, including 255 primarily independent and assisted living communities with 29,511 living units and 29 skilled nursing facilities, or SNFs, with 2,505 living units. As of December 31, 2018 , we owned and operated 20 of these senior living communities ( 2,108 living units), we leased and operated 188 of these senior living communities ( 20,142 living units) and we managed 76 of these senior living communities ( 9,766 living units). Our 284 senior living communities included 10,895 independent living apartments, 16,389 assisted living suites and 4,732 SNF units. The foregoing numbers exclude living units categorized as out of service. Going Concern . On January 1, 2016, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2014-15, Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which requires us to evaluate, as of each reporting period, whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that our financial statements are issued and to provide related disclosures in certain circumstances. The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which accordingly assumes, among other things, the realization of assets and the satisfaction of liabilities in the ordinary course of business. We face increased competition across the senior living industry, including in specific markets in which we operate senior living communities. Medical advances and healthcare services also allow some potential residents to defer the time when they require the special services available at our communities. In addition, low unemployment in the United States combined with a competitive labor market within our industry are increasing our employment costs. These challenges are currently negatively impacting our revenues, expenses, cash flows and results from operations, and we expect these challenges to continue at least through 2019. At December 31, 2018 , we have an accumulated deficit of $292,636 and have incurred operating losses in each of the last three years. In addition, our credit facility is scheduled to expire on June 28, 2019, and we currently have $51,484 of borrowings outstanding under that facility. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Based on our cash balance at December 31, 2018 and projected cash needs for the next 12 months, our management believes that we will need to increase our revenues, reduce our costs and/or pursue other transactions to be able to continue to fund our operating and capital requirements. See Note 8 for more information regarding our indebtedness and covenants. We will need to raise the additional funds by: (i) increasing occupancy and/or rates we charge at our senior living communities, (ii) reducing our costs, (iii) increasing our revenues from other services we provide, such as rehabilitation, home health or other services, (iv) engaging in additional sale and leaseback or manageback transactions or otherwise expanding the scope of our business, (v) selling assets, including senior living communities we own, (vi) obtaining mortgage financing for our owned senior living communities, (vii) obtaining additional debt financing, such as term debt and/or a new credit facility, and/or (viii) issuing other debt or equity securities. We cannot be sure that we will be able to obtain any such additional funds by any of the foregoing or other means, and any such funds we may obtain may not be sufficient. If we are unable to obtain sufficient funds, we may be unable to continue as a going concern. We currently operate 260 senior living communities under lease and management arrangements with SNH, or approximately 91.5% of the total communities we operate. In order to address the operating and liquidity issues we are currently experiencing, our Independent Directors and SNH's independent trustees are currently evaluating our lease and management arrangements with SNH. As a result, there may be agreed changes to our arrangements with SNH in the future. In addition, we are also currently evaluating options to refinance our existing credit facility, which is scheduled to expire on June 28, 2019. We cannot be sure that any changes to our arrangements with SNH will be agreed to or occur. If we are not able to reach agreement to change our arrangements with SNH, we will likely default on our rent obligations owed to SNH unless we obtain relief. For example, we expect to obtain a temporary deferral from SNH on our obligation to pay rent to SNH under our leases with SNH for the month of February 2019 but we cannot be sure that SNH will grant us this deferral; if we do not receive this deferral or any other relief we may need in the future, we may default in paying some or all of the rent due to SNH. In addition, we cannot be sure that we will obtain any renewed or restructured credit facility, and our ability to do so will likely depend on the lenders’ belief that our prospects, operating leverage and expected future operating results will permit us to continue as a going concern and to fund our operations, capital investments and debt service and other obligations. Any changes to our lease or management arrangements with SNH or renewed or restructured credit facility may not result in our realizing improved operating results or liquidity and may not be sufficient to enable us to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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) 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, 2018 , 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, 2018 , we have invested $6,034 in AIC. Equity and Debt Investment. On January 1, 2018, we adopted FASB 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. Prior to our adoption of this ASU, we recorded changes in the fair value of our equity investments through other comprehensive income. Pursuant to this ASU, these changes will now be recorded through earnings. We adopted this ASU using the cumulative effect adjustment method and recorded an adjustment of $1,107 on January 1, 2018 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets. Equity investments are carried at fair value with changes in fair value recorded in earnings. At December 31, 2018, these equity investments had a fair value of $5,466 and a net unrealized holding gain of $419 . At December 31, 2017, these equity investments had a fair value of $6,438 and a net unrealized holding gain of $1,107 . Debt investments are carried at fair value, with unrealized gains and losses reported as a separate component of shareholders’ equity and “other than temporary impairment” losses recorded through earnings. Realized gains and losses on debt investments are recognized based on specific identification. Restricted debt investments are kept as security for obligations arising from our self insurance programs. At December 31, 2018 , these debt investments had a fair value of $22,785 and a net unrealized holding gain of $979 . At December 31, 2017 , these debt investments had a fair value of $26,844 and a net unrealized holding gain of $1,255 . In 2018 and 2017 , our debt and equity investments generated interest and dividend income of $818 and $762 , 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 debt investments, 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, 2018 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Debt investments $ 1,688 $ 31 $ 12,234 $ 265 $ 13,922 $ 296 December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Debt investments $ 12,562 $ 113 $ 2,253 $ 33 $ 14,815 $ 146 We routinely evaluate our debt investments to determine if they have been impaired. If the fair value of a debt 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 debt investments by reviewing each investment's current market price, the ratings of the investment, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an “other than temporary impairment” if the quoted market price of the investment is below the investment'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 investment 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 investment in the near term and the fair value is below our cost basis. When we believe that a change in fair value of a debt investment 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 a debt investment 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, 2018 and 2017 . Restricted Cash. Restricted cash as of December 31, 2018 and 2017 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. 2018 2017 Current Long term Current Long term Insurance reserves $ 691 $ 923 $ 1,095 $ 1,476 Real estate taxes and capital expenditures as required by our mortgages 483 — 1,161 — Resident security deposits 612 — 655 — Workers' compensation letter of credit collateral 17,934 — 17,836 — Total $ 19,720 $ 923 $ 20,747 $ 1,476 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, 2018 and 2017 are amounts due from the Medicare program of $8,821 and $9,558 , respectively, and amounts due from various state Medicaid programs of $12,757 and $13,059 , 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 allowance for doubtful accounts consists of the following: Balance January 1, 2017 $ 3,191 Provision for doubtful accounts 4,697 Write-offs (4,316 ) Balance December 31, 2017 3,572 Provision for doubtful accounts 4,904 Write-offs (5,054 ) Balance December 31, 2018 $ 3,422 Deferred Finance Costs. We capitalize issuance costs related to our secured revolving credit facility, or our credit facility, and amortize the deferred costs over the term of the agreements. Our unamortized balance of deferred finance costs was $187 and $1,377 at December 31, 2018 and 2017 , respectively, of which $187 and $635 was included in other current assets on our consolidated balance sheets as of December 31, 2018 and 2017 , respectively, and $0 and $742 was included in other long term assets on our consolidated balance sheets as of December 31, 2018 and 2017 , respectively. In connection with an amendment to the agreement governing our credit facility, or our credit agreement, in December 2018, we wrote off $554 in deferred financing fees in the fourth quarter of 2018 and recorded such amount to interest and other expense in our consolidated statements of operations. See Note 8 for more information on our credit facility. At December 31, 2018 , the weighted average amortization period remaining, related to our finance costs, is less than one year. 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 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 $67,534 and $66,945 as of the year ended December 31, 2018 and 2017 , 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 to the extent refundable under the contract 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, 2018 and 2017 were $755 and $1,142 , 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, 2018 and 2017 were $1,119 and $1,154 , respectively, of which $863 and $898 , 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 , or ASC Topic 840, 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 uncertain tax positions that have been taken or are expected to be taken in a tax return. We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. 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. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the 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. Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, debt and equity investments, 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, 2018 and 2017 . 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. On January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, under the modified retrospective approach applied to certain contracts which were not completed as of December 31, 2017 using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within that portfolio. This approach will also be used for future contract modifications, if any. The five step model defined by ASC Topic 606 requires us to: (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. Our adoption of ASC Topic 606 did not result in an adjustment to our retained earnings and did not have a material impact on the amount and timing of our revenue recognition for the year ended December 31, 2018 . A substantial portion of our revenue relates to contracts with residents for housing services that are generally short term in nature and fall under ASC Topic 840, which are specifically excluded from the scope of ASC Topic 606. Our contracts with residents and other customers that are within the scope of ASC Topic 606 are also generally short term in nature. We have determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when our performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Senior Living Revenue. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services being provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in other current liabilities in our consolidated balance sheets. These deferred amounts then are amortized on a straight line basis into revenue over the term of the resident agreement. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. A substantial portion of our senior living revenue related to housing services falls under ASC Topic 840, and is recorded on a straight line basis over the term of the resident agreement. Revenue for additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. In our SNFs and certain of our independent and assisted living communities where we provide SNF services, we are paid fixed daily rates from governmental and contracted third party payers, and we charge a predetermined fixed daily rate for private pay residents. These fixed daily rates and certain other fees are billed monthly in arrears. Although there are complex regulatory compliance rules governing fixed daily rates, we have no episodic payments or capitation arrangements. We currently use the “most likely amount” technique to estimate revenue in accordance with ASC Topic 606, although rates are generally known and considered fixed prior to services being performed, whether included in the resident agreement or contracted with governmental or third party payers. Rate adjustments from Medicare or Medicaid are recorded when known (without regard to when the assessment is paid or withheld), and subsequent adjustments to these amounts are recorded in revenues when known. Billings under certain of these programs are subject to audit and possible retroactive adjustment, and related revenue is recorded at the amount we ultimately expect to receive, which is inclusive of the estimated retroactive adjustments or refunds, if any, under reimbursement programs. Retroactive adjustments are recorded on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Revenue is recognized when performance obligations are satisfied by transferring control of the service provided to the resident, which is generally when services are provided over the duration of care. We derived approximately 23.3% and 22.9% of our senior living revenues for the years ended December 31, 2018 and 2017, respectively, from payments under Medicare and Medicaid programs. Management Fee Revenue and Reimbursed Costs Incurred on Behalf of Managed Communities. We manage senior living communities for the account of Senior Housing Properties Trust, or, together with its subsidiaries, SNH, pursuant to long term management agreements which provide for periodic management fee payments to us and reimbursement for our direct costs and expenses related to such communities. Management fees are determined by an agreed upon percentage of gross revenues (as defined) and recognized in accordance with ASC Topic 606 in the same period that we provide the management services to SNH, generally monthly. FASB ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which we adopted effective January 1, 2018, 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. Where we are the primary obligor and therefore control the transfer of the goods and services with respect to any such operating expenses incurred in connection with the management of these communities, we recognize revenue when the goods have been delivered or the service has been rendered and we are due to be reimbursed from SNH. Such revenue is included in reimbursed costs incurred on behalf of managed communities in our consolidated statements of operations. The related costs are included in costs incurred on behalf of managed communities in our consolidated statements of operations. Amounts due from SNH related to management fees and reimbursed costs incurred on behalf of managed communities are included in due from related persons in our consolidated balance sheets. The following table presents revenue disaggregated by type of contract and payer: Year Ended December 31, 2018 Leasing revenue (1) 649,493 Revenue from contracts with customers: Medicare and Medicaid programs (1) 255,032 Additional requested services, and private pay and other third party payer SNF services (1) 189,879 Management fee revenue 15,145 Reimbursed costs incurred on behalf of managed communities 280,845 740,901 Total revenues 1,390,394 (1) Included in senior living revenue in our consolidated statements of operations. One-time Employee Termination Benefits. FASB ASC Topic 420, Exit or Disposal Cost Obligations , or ASC Topic 420, specifies the criteria for recognizing a one-time employee termination arrangement. In connection with the resignation of Bruce J. Mackey Jr. as our president and chief executive officer, we and The RMR Group LLC, or RMR LLC, entered into a separation agreement with Bruce Mackey on December 11, 2018. Pursuant to this separation agreement, Bruce Mackey will remain an employee of us and RMR LLC until December 31, 2019, or such earlier date as he may elect, he received a cash payment from us in January 2019 in the amount of $600 and will receive release payments in the aggregate amount of $550 , paid in four equal quarterly installments starting in March 2019 and ending in December 2019, transition payments at the rate of $10 per month from January 1, 2019 until December 31, 2019, and certain other employee benefits, subject to him signing a customary release. RMR LLC has agreed to pay 20.0% and we have agreed to pay 80.0% of the transition payments and release payments payable to Bruce Mackey pursuant to this separation agreement. Our arrangement with Bruce Mackey meets the criteria in ASC Topic 420, and, as a result, we recorded the full severance cost of $1,160 in the year ended December 31, 2018, which is included in general and administrative expenses in our consolidated statements of operations. In addition, all of our unvested common stock previously awarded to Bruce Mackey will vest in full upon the date of his separation from us, subject to conditions. In connection with the termination, effective December 12, 2018, of the employment of our former senior vice president of senior living operations with us, we entered into a letter agreement with him on December 27, 2018. Pursuant to the letter agreement, we made a cash payment to him in the amount of $510 on January 11, 2019. Our arrangement with our former senior vice president, senior living operations meets the criteria in ASC Topic 420, and, as a result, we recorded the full severance cost of $510 in the year ended December 31, 2018, which are included in general and administrative expenses in our consolidated statements of operations. 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, 2018, we adopted FASB 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. AIC, a private company in which we have an equity investment, chose to early adopt this ASU during the second quarter of 2018, and therefore we recorded a cumulative effect adjustment of $840 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets to reflect our share of AIC's adjustment to its equity investments. See the discussion above under “Equity and Debt Investments” for more information regarding the impact of these ASUs on our consolidated financial statements. See Note 14 for more information regarding our arrangements with AIC. 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. 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 No. 2014-09, as amended by ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Under these ASUs, income recognition for real estate sales is primarily based on the transfer of control of the real estate rather than the continuing involvement in the real estate under the current guidance. As a result, more of our transactions may qualify as real estate sales and we may be required to recognize gains or losses sooner. We adopted these ASUs on January 1, 2018 using the modified retrospective approach. The adoption of these ASUs did not result in any adjustment to our initial retained earnings and did not result in any significant change to the amount and timing of our revenue recognition. The adoption of these ASUs did result in expanded disclosures related to the nature, amount, timing and uncertainty of our revenue and cash flows arising from our contracts with customers that are included within the scope of these ASUs. See also the discussion above under “Revenue Recognition” for more information regarding the impact of these ASUs on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarif |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, December 31, 2018 2017 Land $ 16,383 $ 16,383 Buildings and improvements 208,375 211,812 Furniture, fixtures and equipment 239,240 208,262 Property and equipment, at cost 463,998 436,457 Accumulated depreciation (220,125 ) (184,953 ) Property and equipment, net $ 243,873 $ 251,504 We recorded depreciation expense relating to our property and equipment of $35,859 and $37,996 for the years ended December 31, 2018 and 2017 , 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 $387 and $528 of impairment charges to certain of our long lived assets for the years ended December 31, 2018 and 2017 , respectively. The fair values of the impaired assets were $362 and $341 as of December 31, 2018 and 2017 , respectively. We recorded long lived asset impairment charges of $74 for the year ended December 31, 2018 to reduce the carrying value of one senior living community we and SNH sold to its estimated fair value less costs to sell. 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 as of December 31, 2017 to its estimated fair value less costs to sell. See Notes 9 and 11 for further information regarding the sale of this community. As of December 31, 2018 and 2017 , we had $0 and $59,080 , respectively, of net property and equipment classified as held for sale and presented separately on our consolidated balance sheets. See Notes 9 and 11 for more information regarding our communities classified as held for sale. 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 subsequently sold during the year ended December 31, 2018 to SNH for increased rent pursuant to the terms of our leases with SNH. As of December 31, 2018 , we had $1,863 of assets related to our leased senior living communities included in our property and equipment that we 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, 2018 | |
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, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 3,767 (3,767 ) — 5,676 (5,596 ) 80 3,958 (3,767 ) 191 5,867 (5,596 ) 271 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 Notes 9 and 11 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, 2018 and 2017 was $80 and $196 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 , which are included in other long term assets on our consolidated balance sheets, were as follows: 2018 2017 Non-current deferred tax assets: Allowance for doubtful accounts 894 933 Deferred gains on sale and leaseback transactions 18,789 20,548 Insurance reserves 2,558 2,369 Tax credits 19,636 20,286 Tax loss carryforwards 57,914 35,999 Interest expense 801 — Depreciable assets 4,831 4,114 Goodwill 2,992 3,865 Other assets 1,050 1,301 Total non-current deferred tax assets before valuation allowance 109,465 89,415 Valuation allowance: (101,300 ) (80,154 ) Total non-current deferred tax assets 8,165 9,261 Non-current deferred tax liabilities: Lease expense (5,434 ) (5,941 ) Employee stock grants (35 ) (36 ) Other liabilities (1,374 ) (1,312 ) Total non-current deferred tax liabilities (6,843 ) (7,289 ) Net deferred tax assets $ 1,322 $ 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. The deduction of business interest is limited for any tax year beginning after 2017 to the sum of the taxpayer’s business interest income, floor plan financing, and 30 percent of adjusted taxable income. Any disallowed interest generally may be carried forward indefinitely. As of December 31, 2018 , our federal net operating loss carryforwards, which are scheduled to begin expiring in 2026 if unused, were approximately $167,010 , and our federal tax credit carryforwards, which begin expiring in 2022 if unused, were approximately $18,869 . At December 31, 2018 , our federal tax returns filed for the 2015, 2016, and 2017 tax years are subject to examination and our net operating loss carryforwards and tax credit carryforwards are subject to adjustment by the Internal Revenue Service. 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, 2018 . 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, 2018 and 2017 . 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, 2017 $ 100,524 $ — $ (20,280 ) $ (90 ) $ 80,154 Year Ended December 31, 2018 $ 80,154 $ — $ 21,074 $ 72 $ 101,300 For the year ended December 31, 2018 , we recognized a provision for income taxes from operations of $247 , attributable to state income taxes. The provision for income taxes from operations is as follows: Years Ended December 31, 2018 2017 Current tax provision (benefit): Federal $ (554 ) $ (3,167 ) State 151 603 Total current tax provision (benefit) (403 ) (2,564 ) Deferred tax provision (benefit): Federal 554 (1,109 ) State 96 (863 ) Total deferred tax provision (benefit) 650 (1,972 ) Total tax provision (benefit) $ 247 $ (4,536 ) The principal reasons for the difference between our effective tax rate on operations and the U.S. federal statutory income tax rate are as follows: For the years ended December 31, 2018 2017 Taxes at statutory U.S. federal income tax rate (21.0 )% (35.0 )% State and local income taxes, net of federal tax benefit (5.8 )% (17.0 )% Tax credits — % (2.6 )% Change in valuation allowance 26.8 % (72.0 )% Tax rate change — % 107.2 % Other differences, net 0.3 % 1.5 % Effective tax rate 0.3 % (17.9 )% Presentation of the tax rate reconciliation for the year ended December 31, 2017 has been modified to conform to that for the year ended December 31, 2018. The modification has no impact on the provision for income taxes. 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, 2018 and 2017 , 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, 2018 and 2017 . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We calculated EPS for the years ended December 31, 2018 , and 2017 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, 2018 and 2017 had 1,417,629 and 1,056,923 , 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, 2018 | |
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, 2018 and 2017 categorized by the level of inputs used in the valuation of each asset. As of December 31, 2018 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) $ 23,390 $ 23,390 $ — $ — Available for sale securities: Equity securities (2) Financial services industry 1,686 1,686 — — REIT industry 105 105 — — Other 3,675 3,675 — — Total equity securities 5,466 5,466 — — Debt securities (3) International bond fund (4) 2,537 — 2,537 — High yield fund (5) 2,669 — 2,669 — Industrial bonds 1,692 — 1,692 — Technology bonds 2,375 — 2,375 — Government bonds 9,791 9,791 — — Energy bonds 595 — 595 — Financial bonds 1,858 — 1,858 — Other 1,268 — 1,268 — Total debt securities 22,785 9,791 12,994 — Total available for sale securities 28,251 15,257 12,994 — Total $ 51,641 $ 38,647 $ 12,994 $ — As of December 31, 2017 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) $ 23,578 $ 23,578 $ — $ — Available for sale securities: Equity securities (2) Financial services industry 2,199 2,199 — — REIT industry 145 145 — — Other 4,094 4,094 — — Total equity securities 6,438 6,438 — — Debt securities (3) International bond fund (4) 2,511 — 2,511 — High yield fund (5) 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 3,254 — 3,254 — Total debt securities 26,844 10,610 16,234 — Total available for sale securities 33,282 17,048 16,234 — Total $ 56,860 $ 40,626 $ 16,234 $ — _______________________________________ (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 $19,529 and $20,316 of balances that are restricted at December 31, 2018 and 2017 , respectively. (2) The fair value of our equity investments is readily determinable. During the years ended December 31, 2018 and 2017 , we received gross proceeds of $2,407 and $3,200 , respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $280 and $388 , respectively, and gross realized losses totaling $72 and $147 , respectively. (3) As of December 31, 2018 , our debt investments, which are classified as available for sale, had a fair value of $22,785 with an amortized cost of $21,806 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,276 , net of unrealized losses of $296 . As of December 31, 2017 , our debt investments had a fair value of $26,844 with an amortized cost of $25,589 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,401 , net of unrealized losses of $146 . Debt investments include $13,943 and $18,068 of balances that are restricted as of December 31, 2018 and 2017 , respectively. At December 31, 2018 , eight of the debt investments we hold, with a fair value of $1,688 , have been in a loss position for less than 12 months and 44 of the debt investments we hold, with a fair value of $12,234 , have been in a loss position for greater than 12 months. We do not believe these investments 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 investments remain strong with solid fundamentals, or we intend to hold these investments until recovery, and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2018 and 2017 , we received gross proceeds of $7,031 and $19,182 , respectively, in connection with the sales of debt investments and recorded gross realized gains totaling $10 and $251 , respectively, and gross realized losses totaling $119 and $84 , respectively. We record gains and losses on the sales of these investments using the specific identification method. (4) 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. (5) 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, 2018 , 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, 2018 . The carrying values of accounts receivable and accounts payable approximate fair value as of December 31, 2018 and 2017 . The carrying value and fair value of our mortgage notes payable were $7,872 and $8,986 , respectively, as of December 31, 2018 and $8,188 and $9,617 , respectively, as of December 31, 2017 , 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 11 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 more information regarding fair value measurements related to impairments of our long lived assets we recorded. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness On December 18, 2018, we amended our credit agreement. As a result of the amendment to our credit agreement, the aggregate amount of the commitments under our credit facility was reduced to $54,000 from $100,000 , and the stated maturity date of our credit facility was changed to June 28, 2019 from February 24, 2020. In addition, the amendment eliminated our options to extend the maturity date of our credit facility for two , one year periods, as well as to request an increase in the aggregate amount of the commitments under our credit facility. The amendment also removed certain financial covenants we were previously required to comply with, including the leverage and fixed charge coverage ratios and the tangible net worth covenant. Certain other covenants and related definitions, among other provisions, included in our credit agreement were also modified pursuant to the amendment. We paid fees of $1,889 in 2017 in connection with the replacement of our credit facility, which fees were deferred and will be amortized over the term of our credit facility. In connection with the amendment, we wrote off $554 in deferred financing fees in the fourth quarter of 2018 and recorded these to interest and other expense in our consolidated statements of operations. Our credit agreement requires us to pay interest at a rate based on, at our option, LIBOR or a base rate, plus a premium, or 4.85% and 7.00% , respectively, per annum as of December 31, 2018 , 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. The weighted average annual interest rate for borrowings under our credit facility was 6.3% and 5.4% , respectively, for the years ended December 31, 2018 and 2017 . As of December 31, 2018 , we had letters of credit issued under our credit facility in an aggregate amount of $2,516 and no availability for further borrowing under our credit facility. We incurred aggregate interest expense and other associated costs related to our credit facilities of $1,965 and $1,296 for the years ended December 31, 2018 and 2017 , respectively. Our credit facility is secured by real estate mortgages on 10 senior living communities with a combined 1,219 living units owned by certain of our subsidiaries that guarantee our obligations under our credit facility. Our credit facility is also secured by these 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 our credit facility. 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. Our credit agreement contains a number of financial and other covenants, including covenants that restrict our ability to pay dividends or make other distributions to our stockholders in certain circumstances. We are currently evaluating options to refinance our existing credit facility, which is scheduled to expire on June 28, 2019. We cannot be sure that we will obtain any renewed or restructured credit facility, and our ability to do so will likely depend on the lenders’ belief that our prospects, operating leverage and expected future operating results will permit us to continue as a going concern and to fund our operations, capital investments and debt service and other obligations. At December 31, 2018 , we had seven irrevocable standby letters of credit outstanding, totaling $25,216 . In June 2018, we increased, from $17,800 to $22,700 , one of these letters of credit which secures our workers' compensation insurance program, and this letter of credit is currently collateralized by approximately $17,934 of cash equivalents and $5,415 of debt and equity investments. This letter of credit currently expires in June 2019 and is automatically extended for one year terms unless notice of nonrenewal is provided by the issuing bank prior to the end of the applicable term. We expect that our workers' compensation insurance program will require an increase in the value of this letter of credit in June 2019. At December 31, 2018 , the cash equivalents collateralizing this letter of credit, including accumulated interest, were classified as short term restricted cash in our consolidated balance sheets, and the debt and equity investments collateralizing this letter of credit are classified as short term investments in our consolidated balance sheets. The remaining six irrevocable standby letters of credit outstanding at December 31, 2018 totaling $2,516 , secure certain of our other obligations. These letters of credit are scheduled to mature between May 2019 and October 2019 and are required to be renewed annually. As of December 31, 2018 , our obligations under these six letters of credit, totaling $2,516 , were issued and outstanding under our credit facility and there was no availability for further borrowing under our credit facility. At December 31, 2018 , one of our senior living communities was encumbered by a mortgage. This mortgage contains standard mortgage covenants. We recorded a mortgage discount in connection with the assumption of this mortgage note as part of our acquisition of the community secured by this mortgage note in order to record this mortgage at its estimated fair value. We amortize this mortgage discount as an increase in interest expense until the maturity of this mortgage. This mortgage note requires payments of principal and interest monthly until maturity. The following table is a summary of this mortgage note as of December 31, 2018 : Balance as of Contractual Stated Effective Monthly December 31, 2018 Interest Rate Interest Rate Maturity Date Payment Lender Type $ 8,151 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payment excluding unamortized discount and debt issuance costs of $279 . We incurred mortgage interest expense, net of discount or premium amortization, of $1,053 and $3,012 for the years ended December 31, 2018 and 2017 , respectively. Our mortgage debt requires monthly payments into escrows for taxes, insurance and property replacement funds; certain withdrawals from escrows require Federal Home Loan Mortgage Corporation, or FMCC, approval. In September 2017, we prepaid one of our Federal National Mortgage Association, or 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. In February 2018, in connection with the sale of one of our senior living communities to SNH, SNH assumed a FNMA mortgage note that had a principal balance of $16,776 and required interest at the contracted rate of 6.64% per annum. In connection with SNH's assumption of this debt, we recorded a gain of $543 , which amount is included in gain on sale of senior living communities in our consolidated statements of operations. In June 2018, in connection with the sale of two of our senior living communities to SNH, SNH assumed a commercial lender mortgage note that had a principal balance of $16,588 and required interest at the contracted rate of 5.75% per annum. In connection with SNH's assumption of this debt, we recorded a gain of $638 , which amount is included in gain on sale of senior living communities in our consolidated statements of operations. Principal payments due under the terms of our mortgage note are as follows: 2019 $ 365 2020 387 2021 413 2022 440 2023 469 Thereafter 6,077 $ 8,151 Less: Unamortized net discount and debt issuance costs $ (279 ) Total mortgage note payable $ 7,872 Less: Short term portion of mortgage note payable $ (339 ) Long term portion of mortgage note payable $ 7,533 As of December 31, 2018 , 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, 2018 | |
Leases [Abstract] | |
Leases with SNH and HCP and Management Agreements with SNH | Leases with SNH and HCP and Management Agreements with SNH We currently operate 260 senior living communities under lease and management arrangements with SNH, or approximately 91.5% of the total communities we operate. In order to address the operating and liquidity issues we are currently experiencing, our Independent Directors and SNH's independent trustees are currently evaluating our lease and management arrangements with SNH. As a result, there may be agreed changes to our arrangements with SNH in the future. In addition, we are also currently evaluating options to refinance our existing credit facility, which is scheduled to expire on June 28, 2019. We cannot be sure that any changes to our arrangements with SNH will be agreed to or occur. If we are not able to reach agreement to change our arrangements with SNH, we will likely default on our rent obligations owed to SNH unless we obtain relief. For example, we expect to obtain a temporary deferral from SNH on our obligation to pay rent to SNH under our leases with SNH for the month of February 2019 but we cannot be sure that SNH will grant us this deferral; if we do not receive this deferral or any other relief we may need in the future, we may default in paying some or all of the rent due to SNH. In addition, we cannot be sure that we will obtain any renewed or restructured credit facility, and our ability to do so will likely depend on the lenders’ belief that our prospects, operating leverage and expected future operating results will permit us to continue as a going concern and to fund our operations, capital investments and debt service and other obligations. Any changes to our lease or management arrangements with SNH or renewed or restructured credit facility may not result in our realizing improved operating results or liquidity and may not be sufficient to enable us to continue as a going concern. Senior Living Communities Leased from SNH . We are SNH’s largest tenant and SNH is our largest landlord. We leased 184 and 185 senior living communities from SNH as of December 31, 2018 and 2017 , respectively. 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 4.0% 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 commenced in 2018. Our total annual rent payable to SNH was $207,760 and $207,026 as of December 31, 2018 and 2017 , respectively, excluding percentage rent. Our total rent expense under all 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, was $206,190 and $203,639 for the years ended December 31, 2018 and 2017 , respectively, which amounts included $5,542 and $5,533 , respectively, of percentage rent. As of December 31, 2018 and 2017 , we had outstanding rent due and payable to SNH of $18,781 and $18,555 , 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 increases in annual rent 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, 2018 and 2017 , we sold $17,956 and $39,800 , respectively, of such improvements and our annual rent payable to SNH increased by approximately $1,433 and $3,193 , respectively, in accordance with the terms of the applicable leases. At December 31, 2018 , our property and equipment balance included $1,863 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. Since January 1, 2017, we and SNH added senior living communities to our leases with SNH and engaged in other transactions impacting our leases with SNH, as follows: • 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 2.0% 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 2018, we and SNH sold one SNF to a third party, which had been previously leased to us, located in California with 97 living units for a sales price of approximately $6,500 , excluding closing costs. Pursuant to the terms of our lease with SNH, as a result of this sale, our annual rent payable to SNH decreased by 10.0% of the net proceeds that SNH received from this sale, in accordance with the terms of the applicable lease. We did not receive any proceeds from this sale. • Also in June 2018, SNH acquired from a third party 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 Leased from HCP . As of December 31, 2018 , 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 2.0% , but not greater than 4.0% , 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, 2018 : Number of Properties Annual Minimum Rent as of December 31, 2018 Current Expiration Date Remaining Renewal Options 1. Lease No. 1 for SNFs and independent and assisted living communities 82 $ 59,276 December 31, 2024 Two 15-year renewal options. 2. Lease No. 2 for SNFs and independent and assisted living communities 47 67,032 June 30, 2026 Two 10-year renewal options. 3. Lease No. 3 for independent and assisted living communities 17 35,988 December 31, 2028 Two 15-year renewal options. 4. Lease No. 4 for SNFs and independent and assisted living communities 29 35,604 April 30, 2032 Two 15-year renewal options. 5. Lease No. 5 for independent and assisted living communities 9 9,860 December 31, 2028 Two 15-year renewal options. 6. One HCP lease 4 2,797 April 30, 2028 One 10-year renewal option. Totals 188 $ 210,557 We entered a sale and leaseback transaction with SNH in 2016. This transaction was completed in 2017. In accordance with ASC Topic 840, this sale and leaseback transaction qualified for sale-leaseback accounting and we classified the related lease, Lease No. 5, as an operating lease. As a result, 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, 2018 , 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 $59,478 is presented separately in our consolidated balance sheets. The future minimum rents required by our leases as of December 31, 2018 , are as follows: 2019 210,557 2020 210,613 2021 210,670 2022 210,728 2023 210,787 Thereafter 766,623 $ 1,819,978 Senior Living Communities Managed for the Account of SNH . As of December 31, 2018 and 2017 , we managed 76 and 70 senior living communities, respectively, for the account of SNH, pursuant to long term management agreements. We earned base management fees from SNH of $14,146 and $12,970 for the years ended December 31, 2018 and 2017 , respectively. In addition, we earned incentive fees of $36 and $0 and fees for our management of capital expenditure projects at the communities we managed for the account of SNH of $684 and $845 for the years ended December 31, 2018 and 2017 , 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 3.0% or 5.0% 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 35.0% or 20.0% of the annual net operating income of such communities remaining after SNH realizes an annual minimum return equal to either 8.0% or 7.0% of its invested capital, or, in the case of certain of the communities, a specified amount plus 7.0% of its invested capital since December 31, 2015, and • a fee for our management of capital expenditure projects equal to 3.0% of amounts funded by SNH. For AL Management Agreements that became effective from and after May 2015, our pooling agreements provide that our management fee is 5.0% of the gross revenues realized at the applicable community, and our annual incentive fee is 20.0% 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 communities owned by SNH and located in Villa Valencia, California and Aurora, Colorado 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 2042, and are subject to automatic renewal for two consecutive 15 year terms, unless earlier terminated or timely notice of nonrenewal is delivered. Each management agreement also generally provides that we, in some cases, and SNH each have the option to terminate the agreement 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 agreement, 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, 2017 , 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: • 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 2.0% 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 with SNH pursuant to which we sold to SNH six senior living communities, which sales were completed in four closings, and concurrently with these sales, we and SNH entered a management agreement for each of these senior living communities and two new pooling agreements and we began managing these communities for the account of SNH, as further described below in Note 11. • Also in November 2017, we amended our then existing pooling agreements with SNH to provide, among other things, that if SNH does not receive its annual minimum return under a management agreement covered by such a pooling agreement in each of three consecutive years, for purposes of SNH’s right to terminate such management agreement, 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. The commencement year for these purposes for communities that we began managing for the account of SNH since November 2017 is generally the year or the second year following the year the applicable management agreement was entered. • 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, a senior living community SNH owns located in California with 98 living units. • In November 2018, we began managing for the account of SNH, pursuant to a management agreement we entered with SNH, a senior living community SNH owns located in Colorado with 238 living units. 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 $6,442 and $7,525 for the years ended December 31, 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 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 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 Executive Vice President, Chief Financial Officer and Treasurer and SNH’s former 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 3.0% 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 $279 and $265 for the years ended December 31, 2018 and 2017 , respectively, which are included in management fee revenue in our consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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 awarded 471,000 and 590,600 of our common shares in 2018 and 2017 , 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 Nasdaq Stock Market LLC, or Nasdaq , on the dates the awards were made, or $227 in 2018 , based on a $0.48 weighted average share price and $920 in 2017 , based on a $1.56 weighted average share price. Shares awarded to Directors vest immediately; one fifth of the shares awarded 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 816,900 and 931,920 as of December 31, 2018 and 2017 , 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 $615 and $1,094 for the years ended December 31, 2018 and 2017 , respectively. As of December 31, 2018 , the estimated future stock compensation expense for unvested shares was $991 based on the grant date closing share price for awards granted to our officers and others, and based on the closing share price of $0.48 on December 31, 2018 . The weighted average period over which stock compensation expense will be recorded is approximately 2 years . As of December 31, 2018 , 2,527,600 of our common shares remain available for issuance under the 2014 Plan. In 2018 and 2017 , employees and officers of us 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 2018 and 2017 , we acquired through this share withholding process 30,492 and 44,708 , respectively, common shares with an aggregate value of approximately $11 and $66 , respectively, which is reflected as an increase to accumulated deficit in our consolidated balance sheets. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions In November 2017, we entered a transaction agreement with SNH pursuant to which in December 2017, January 2018, February 2018 and June 2018 we sold to 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, and we began managing these communities for the account of SNH. These sales were completed as follows: • In December 2017, we sold two senior living communities for an aggregate sales price of $39,150 , excluding closing costs. At the time of sale, these senior living communities had mortgage debt in the aggregate principal amount of $2,375 , which was assumed by SNH. • In January 2018, we sold one senior living community for a sales price of $19,667 , excluding closing costs. • In February 2018, we sold one senior living community for a sales price of $22,250 , excluding closing costs. At the time of sale, this senior living community had mortgage debt in the principal amount of $ 16,776 , which was assumed by SNH. • In June 2018, we sold the remaining two senior living communities for an aggregate sales price of $23,300 , excluding closing costs. At the time of sale, these senior living communities had mortgage debt in the principal amount of $16,588 , which was assumed by SNH. In accordance with FASB ASC Topic 360, Property, Plant and Equipment these six senior living communities met the conditions to be classified as held for sale in November 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 and related discounts or premiums, of $37,084 . The two senior living communities sold in December 2017 qualified 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 two senior living communities was not included in our consolidated balance sheet as of December 31, 2017. The senior living communities sold in 2018 were 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. 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 $7,231 for the year ended December 31, 2018 as a result of the sale of the four senior living communities sold to SNH in 2018, which gain is included in gain on sale of senior living communities in our consolidated statements of operations. These six senior living communities, while owned by us, generated income from operations before income taxes of $178 and $1,684 for the years ended December 31, 2018 and 2017, respectively, excluding the gain on sale of the communities. These amounts are included in our consolidated statements of operations. In June 2018, we and SNH sold to a third party a 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 $102 for the year ended December 31, 2018 as a result of this sale, which loss is included in gain on sale of senior living communities in our consolidated statements of operations. This community, while leased by us, generated a loss from operations before income taxes of $320 and $498 for the years ended December 31, 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 10.0% of the net proceeds that SNH received from this sale. We did not receive any proceeds from this sale. In August 2017, we sold to SNH for $750 , excluding closing costs, and simultaneously leased back from, SNH a land parcel adjacent to a senior living community we lease from SNH. 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. See Notes 9 and 14 for more information regarding these and other transactions with SNH. |
Legal Proceedings and Claims
Legal Proceedings and Claims | 12 Months Ended |
Dec. 31, 2018 | |
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 . 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. A minimum or best estimate amount may be increased or decreased when events result in a changed expectation. As previously disclosed, 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 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 related to this matter 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 and expect to repay as a result of these deficiencies, which amount we reduced to $759 in March 2018. The entire $759 reserve remained accrued and unpaid at December 31, 2018. In addition, at December 31, 2017, we recorded an aggregate $658 expense for additional costs we incurred as a result of this matter, including estimated OIG imposed penalties, which amount we reduced to $594 in March 2018, and thereafter recorded an additional expense of $88 for further costs related to this matter for the year ended December 31, 2018 . Our total costs incurred related to this matter at December 31, 2018 , excluding revenue reserves, was $682 , $559 of which remained accrued and unpaid at December 31, 2018 . 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, or the Arizona litigation matter. 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, 2018 | |
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 with RMR LLC, we recognized business management fees of $9,059 and $9,316 for the years ended December 31, 2018 and 2017 , respectively. Term and Termination. The current term of our business management agreement ends on December 31, 2019 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 may terminate 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 or arranged 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 $236 and $276 for the years ended December 31, 2018 and 2017 , 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, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with SNH, RMR LLC, ABP Trust, Adam Portnoy, AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have directors, trustees or officers who are also our Directors or officers. SNH . We were formerly 100% owned subsidiary of SNH until SNH distributed our common shares it then owned to its shareholders in 2001. SNH is currently one of our largest stockholders, owning, as of December 31, 2018 , 4,235,000 of our common shares, or 8.3% of our outstanding common shares. SNH is our largest landlord and we manage certain senior living communities for SNH. One of our former Managing Directors, Barry M. Portnoy, was a managing trustee of SNH until his death on February 25, 2018. One of our Managing Directors, Adam Portnoy, Barry Portnoy’s son, also serves as a managing trustee of SNH. Our Executive Vice President, Chief Financial Officer and Treasurer was formerly SNH’s chief financial officer and treasurer from 2007 through 2015. 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 sole trustee of ABP Trust. SNH’s executive officers are officers of RMR LLC. Our President and Chief Executive Officer, and Executive Vice President, Chief Financial Officer and Treasurer are officers of RMR LLC. See Notes 9 and 11 for more information regarding our relationships, agreements and transactions with SNH and certain parties related to it and us. In order to effect SNH’s distribution of our common shares to its shareholders in 2001 and to govern our relationship 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, 2018 and 2017 , we leased 184 , and 185 senior living communities from SNH, respectively, pursuant to five leases, and we managed 76 and 70 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 . We manage a part of a senior living community that SNH owns and subleases to D&R Yonkers LLC, which is owned by our Executive Vice President, Chief Financial Officer and Treasurer and SNH’s former president and chief operating officer. See Note 9 for more information regarding this arrangement. Our Manager, RMR LLC. RMR LLC provides business management services to us pursuant to our business management agreement. RMR LLC is a majority owned subsidiary of RMR Inc. One of our Managing Directors, Adam Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. Barry Portnoy was one of our Managing Directors and a managing director and an officer of RMR Inc. and an officer and employee of RMR LLC until his death on February 25, 2018. Katherine E. Potter, our President and Chief Executive Officer, Richard A. Doyle, our Executive Vice President, Chief Financial Officer and Treasurer and Bruce J. Mackey Jr., our former President and Chief Executive Officer, are or were officers and employees of RMR LLC. Our Independent Directors also serve as independent directors or independent trustees of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves, and, until his death, Barry Portnoy served, as a managing director or managing trustee of these companies and other officers of RMR LLC serve as managing trustees or managing directors of certain 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 13 for more information regarding our relationship with RMR LLC. Share Awards to RMR LLC Employees . We have historically made 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, 2018 and 2017, we awarded to such persons annual share awards of 70,900 and 92,800 common shares, respectively, valued at $25 and $139 , in aggregate, respectively, based upon the closing price of our common shares on Nasdaq on the dates the awards were made under our equity compensation plans. Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant date. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards granted to our current and former Managing Directors, as Director compensation and the fees we paid to RMR LLC. In 2018, we purchased 30,492 common shares, at the closing price of the common shares on Nasdaq on the date of purchase, from certain of our officers and other employees of RMR LLC 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. Other. In connection with the resignation of Bruce J. Mackey Jr. as our President and Chief Executive Officer and as an executive vice president of RMR LLC effective December 31, 2018, we and RMR LLC entered into a separation agreement with Bruce Mackey on December 11, 2018. Pursuant to this separation agreement, Bruce Mackey will remain an employee of us and RMR LLC until December 31, 2019, or such earlier date as he may elect, he received a cash payment from us in January 2019 in the amount of $600 and will receive release payments in the aggregate amount of $550 , paid in four equal quarterly installments starting in March 2019 and ending in December 2019, transition payments at the rate of $10 per month from January 1, 2019 until December 31, 2019, and certain other employee benefits, subject to him signing a customary release. RMR LLC has agreed to pay 20.0% and we have agreed to pay 80.0% of the transition payments and release payments payable to Bruce Mackey pursuant to this separation agreement. In addition, all of our unvested common stock previously awarded to Bruce Mackey will vest in full upon the date of his separation from us, subject to conditions. Pursuant to the recommendation of RMR LLC, the board of trustees or board of directors, as applicable, of each of RMR Inc. and the other companies managed by RMR LLC that all of the unvested shares he owns of such company will vest in full upon his resignation as an employee of RMR LLC, subject to conditions. Pursuant to his separation agreement, Bruce Mackey agreed that, as long as he owns shares in us, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by our Board of Directors and Bruce Mackey made similar agreements, for the benefit of those companies, regarding voting of his shares of those companies. Bruce Mackey’s separation agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. In connection with the termination, effective December 12, 2018, of R. Scott Herzig’s employment with us, we entered into a letter agreement with him on December 27, 2018. Scott Herzig was our Senior Vice President of Senior Living Operations. Pursuant to the letter agreement we made a cash payment to him in the amount of $510 on January 11, 2019. The letter agreement also contains standard restrictive covenants relating to non-competition, confidentiality and non-solicitation of employees. Adam Portnoy and ABP Trust . Adam Portnoy, one of our Managing Directors, directly and indirectly through ABP Trust and its subsidiaries is our largest stockholder, beneficially owning 35.7% of our outstanding common shares as of December 31, 2018. As explained above, Adam Portnoy, directly and indirectly through ABP Trust and its subsidiaries, is also the controlling shareholder of RMR Inc., which is the managing member of RMR LLC. We are party to a Consent, Standstill, Registration Rights and Lock-Up Agreement, dated October 2, 2016, with Adam Portnoy, ABP Trust and certain other related persons, or the ABP Parties, under which, among other things, the ABP Parties have each agreed not to transfer, except for certain permitted transfers as provided for therein, any of our shares of common stock acquired after October 2, 2016, but not including shares issued under our equity compensation plans, for a lock-up period that ends on the earlier of (i) the 10 year anniversary of such agreement, (ii) 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, (iii) the date that we enter into a definitive binding agreement for a transaction that, if consummated, would result in a change of control of us, (iv) the date that our Board otherwise approves and recommends that our stockholders accept a transaction that, if consummated, would result in a change of control of us and (v) the consummation of a change of control of us. Under the Consent, Standstill, Registration Rights and Lock-Up Agreement, the ABP Parties also each agreed, for a period of 10 years , not to engage in certain activities involving us without the approval of our Board, including not to 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. These provisions do not restrict activities taken by an individual in her or his capacity as a Director, officer or employee of us. We lease our headquarters from a subsidiary of ABP Trust pursuant to a lease that currently requires us to pay annual rent of $964 , 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, $1,715 and $1,633 for the years ended December 31, 2018 and 2017 , respectively. 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 our Directors and all the independent trustees and independent 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 3.0% 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 $3,144 and $4,329 in connection with this insurance program for the policy years ending June 30, 2019 and 2018, respectively, which amount for the policy year ending June 30, 2019 may be adjusted from time to time as we acquire or dispose of properties that are included in this insurance program. As of December 31, 2018 and 2017 , our investment in AIC had a carrying value of $8,633 and $8,185 , respectively. These amounts are presented as an equity investment in our consolidated balance sheets. We recognized income of $516 and $608 related to our investment in AIC for the years ended December 31, 2018 and 2017 , 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 (losses) gains on securities which are owned and held for sale by AIC of $(68) and $461 related to our investment in AIC for the years ended December 31, 2018 and 2017 , respectively. Directors’ and Officers’ Liability Insurance. We, RMR Inc., RMR LLC 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 current combined policy expires in September 2020. We paid aggregate premiums of $152 and $151 in 2018 and 2017 , respectively, for these policies. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee 401(k) Plan. We have an employee savings plan, or our 401(k) Plan, under the provisions of Section 401(k) of the IRC. All of our employees are eligible to participate in our 401(k) Plan and are entitled upon termination or retirement to receive their vested portion of our 401(k) Plan assets. We match a certain amount of employee contributions. We also pay certain expenses related to our 401(k) Plan. Our contributions and related expenses for our 401(k) Plan were $1,332 and $1,211 for the years ended December 31, 2018 and 2017 , respectively, of which $ 1,155 and $ 1,041 , respectively, was recorded to senior living wages and benefits in our consolidated statements of operations and $ 177 and $ 170 , respectively, was recorded to general and administrative expenses in our consolidated statements of operations. Non-Qualified Deferred Compensation Plan. In May 2018, our Board of Directors adopted a non-qualified deferred compensation plan, or our Deferred Compensation Plan, which we began offering to certain of our employees, including our executive officers, in August 2018. Participation in our Deferred Compensation Plan is limited to a group of highly compensated employees holding the position of administrator or director or a position above such levels, which group includes our named executive officers. Our Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement. A participant may, on a pre-tax basis, elect to defer base salary and bonus up to the maximum percentages for such deferrals as described in our Deferred Compensation Plan. We may also, at our discretion, match deferrals made under our Deferred Compensation Plan, subject to a vesting schedule. Compensation deferred under our Deferred Compensation Plan was recorded in accounts payable and accrued expenses in our consolidated balance sheets as of December 31, 2018 . Expenses related to such deferred compensation were recorded in senior living wages and benefits and general and administrative expenses in our consolidated statements of operations. Compensation deferred under our Deferred Compensation Plan was not material to our consolidated balance sheets as of December 31, 2018 or our consolidated statements of operations for the year ended December 31, 2018 . |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 : 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 345,517 $ 343,098 $ 348,910 $ 352,869 Operating loss (7,183 ) (20,241 ) (22,532 ) (21,605 ) Net loss (7,949 ) (20,894 ) (21,582 ) (23,658 ) Net loss per common share—Basic and diluted $ (0.16 ) $ (0.42 ) $ (0.43 ) $ (0.47 ) 2017 First Second Third Fourth Revenues $ 350,689 $ 350,025 $ 347,101 $ 348,291 Operating loss (6,069 ) (7,613 ) (5,930 ) (3,442 ) 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 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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) 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, 2018 , 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. |
Investment Securities | Equity and Debt Investment. On January 1, 2018, we adopted FASB 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. Prior to our adoption of this ASU, we recorded changes in the fair value of our equity investments through other comprehensive income. Pursuant to this ASU, these changes will now be recorded through earnings. We adopted this ASU using the cumulative effect adjustment method and recorded an adjustment of $1,107 on January 1, 2018 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets. Equity investments are carried at fair value with changes in fair value recorded in earnings. At December 31, 2018, these equity investments had a fair value of $5,466 and a net unrealized holding gain of $419 . At December 31, 2017, these equity investments had a fair value of $6,438 and a net unrealized holding gain of $1,107 . Debt investments are carried at fair value, with unrealized gains and losses reported as a separate component of shareholders’ equity and “other than temporary impairment” losses recorded through earnings. Realized gains and losses on debt investments are recognized based on specific identification. Restricted debt investments are kept as security for obligations arising from our self insurance programs. At December 31, 2018 , these debt investments had a fair value of $22,785 and a net unrealized holding gain of $979 . At December 31, 2017 , these debt investments had a fair value of $26,844 and a net unrealized holding gain of $1,255 . In 2018 and 2017 , our debt and equity investments generated interest and dividend income of $818 and $762 , 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 debt investments, 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, 2018 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Debt investments $ 1,688 $ 31 $ 12,234 $ 265 $ 13,922 $ 296 December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Debt investments $ 12,562 $ 113 $ 2,253 $ 33 $ 14,815 $ 146 We routinely evaluate our debt investments to determine if they have been impaired. If the fair value of a debt 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 debt investments by reviewing each investment's current market price, the ratings of the investment, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an “other than temporary impairment” if the quoted market price of the investment is below the investment'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 investment 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 investment in the near term and the fair value is below our cost basis. When we believe that a change in fair value of a debt investment 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 a debt investment 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, 2018 and 2017 . |
Restricted Cash | Restricted Cash. Restricted cash as of December 31, 2018 and 2017 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, 2018 and 2017 are amounts due from the Medicare program of $8,821 and $9,558 , respectively, and amounts due from various state Medicaid programs of $12,757 and $13,059 , 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 revolving credit facility, or our credit facility, and amortize the deferred costs over the term of the 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 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. |
Revenue Recognition | 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 to the extent refundable under the contract 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. Revenue Recognition. On January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, under the modified retrospective approach applied to certain contracts which were not completed as of December 31, 2017 using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within that portfolio. This approach will also be used for future contract modifications, if any. The five step model defined by ASC Topic 606 requires us to: (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. Our adoption of ASC Topic 606 did not result in an adjustment to our retained earnings and did not have a material impact on the amount and timing of our revenue recognition for the year ended December 31, 2018 . A substantial portion of our revenue relates to contracts with residents for housing services that are generally short term in nature and fall under ASC Topic 840, which are specifically excluded from the scope of ASC Topic 606. Our contracts with residents and other customers that are within the scope of ASC Topic 606 are also generally short term in nature. We have determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when our performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Senior Living Revenue. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services being provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in other current liabilities in our consolidated balance sheets. These deferred amounts then are amortized on a straight line basis into revenue over the term of the resident agreement. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. A substantial portion of our senior living revenue related to housing services falls under ASC Topic 840, and is recorded on a straight line basis over the term of the resident agreement. Revenue for additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. In our SNFs and certain of our independent and assisted living communities where we provide SNF services, we are paid fixed daily rates from governmental and contracted third party payers, and we charge a predetermined fixed daily rate for private pay residents. These fixed daily rates and certain other fees are billed monthly in arrears. Although there are complex regulatory compliance rules governing fixed daily rates, we have no episodic payments or capitation arrangements. We currently use the “most likely amount” technique to estimate revenue in accordance with ASC Topic 606, although rates are generally known and considered fixed prior to services being performed, whether included in the resident agreement or contracted with governmental or third party payers. Rate adjustments from Medicare or Medicaid are recorded when known (without regard to when the assessment is paid or withheld), and subsequent adjustments to these amounts are recorded in revenues when known. Billings under certain of these programs are subject to audit and possible retroactive adjustment, and related revenue is recorded at the amount we ultimately expect to receive, which is inclusive of the estimated retroactive adjustments or refunds, if any, under reimbursement programs. Retroactive adjustments are recorded on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Revenue is recognized when performance obligations are satisfied by transferring control of the service provided to the resident, which is generally when services are provided over the duration of care. We derived approximately 23.3% and 22.9% of our senior living revenues for the years ended December 31, 2018 and 2017, respectively, from payments under Medicare and Medicaid programs. Management Fee Revenue and Reimbursed Costs Incurred on Behalf of Managed Communities. We manage senior living communities for the account of Senior Housing Properties Trust, or, together with its subsidiaries, SNH, pursuant to long term management agreements which provide for periodic management fee payments to us and reimbursement for our direct costs and expenses related to such communities. Management fees are determined by an agreed upon percentage of gross revenues (as defined) and recognized in accordance with ASC Topic 606 in the same period that we provide the management services to SNH, generally monthly. FASB ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which we adopted effective January 1, 2018, 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. Where we are the primary obligor and therefore control the transfer of the goods and services with respect to any such operating expenses incurred in connection with the management of these communities, we recognize revenue when the goods have been delivered or the service has been rendered and we are due to be reimbursed from SNH. Such revenue is included in reimbursed costs incurred on behalf of managed communities in our consolidated statements of operations. The related costs are included in costs incurred on behalf of managed communities in our consolidated statements of operations. Amounts due from SNH related to management fees and reimbursed costs incurred on behalf of managed communities are included in due from related persons in our consolidated balance sheets. |
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 , or ASC Topic 840, 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 uncertain tax positions that have been taken or are expected to be taken in a tax return. We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. 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. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, debt and equity investments, 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, 2018 and 2017 . We estimate the fair values of our mortgage debt using market quotes when available, discounted cash flow analyses and current prevailing interest rates. |
One-time Employee Termination Benefits | One-time Employee Termination Benefits. FASB ASC Topic 420, Exit or Disposal Cost Obligations , or ASC Topic 420, specifies the criteria for recognizing a one-time employee termination arrangement. In connection with the resignation of Bruce J. Mackey Jr. as our president and chief executive officer, we and The RMR Group LLC, or RMR LLC, entered into a separation agreement with Bruce Mackey on December 11, 2018. Pursuant to this separation agreement, Bruce Mackey will remain an employee of us and RMR LLC until December 31, 2019, or such earlier date as he may elect, he received a cash payment from us in January 2019 in the amount of $600 and will receive release payments in the aggregate amount of $550 , paid in four equal quarterly installments starting in March 2019 and ending in December 2019, transition payments at the rate of $10 per month from January 1, 2019 until December 31, 2019, and certain other employee benefits, subject to him signing a customary release. RMR LLC has agreed to pay 20.0% and we have agreed to pay 80.0% of the transition payments and release payments payable to Bruce Mackey pursuant to this separation agreement. Our arrangement with Bruce Mackey meets the criteria in ASC Topic 420, and, as a result, we recorded the full severance cost of $1,160 in the year ended December 31, 2018, which is included in general and administrative expenses in our consolidated statements of operations. In addition, all of our unvested common stock previously awarded to Bruce Mackey will vest in full upon the date of his separation from us, subject to conditions. In connection with the termination, effective December 12, 2018, of the employment of our former senior vice president of senior living operations with us, we entered into a letter agreement with him on December 27, 2018. Pursuant to the letter agreement, we made a cash payment to him in the amount of $510 on January 11, 2019. Our arrangement with our former senior vice president, senior living operations meets the criteria in ASC Topic 420, and, as a result, we recorded the full severance cost of $510 in the year ended December 31, 2018, which are included in general and administrative expenses in our consolidated statements of operations. |
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, 2018, we adopted FASB 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. AIC, a private company in which we have an equity investment, chose to early adopt this ASU during the second quarter of 2018, and therefore we recorded a cumulative effect adjustment of $840 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets to reflect our share of AIC's adjustment to its equity investments. See the discussion above under “Equity and Debt Investments” for more information regarding the impact of these ASUs on our consolidated financial statements. See Note 14 for more information regarding our arrangements with AIC. 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. 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 No. 2014-09, as amended by ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Under these ASUs, income recognition for real estate sales is primarily based on the transfer of control of the real estate rather than the continuing involvement in the real estate under the current guidance. As a result, more of our transactions may qualify as real estate sales and we may be required to recognize gains or losses sooner. We adopted these ASUs on January 1, 2018 using the modified retrospective approach. The adoption of these ASUs did not result in any adjustment to our initial retained earnings and did not result in any significant change to the amount and timing of our revenue recognition. The adoption of these ASUs did result in expanded disclosures related to the nature, amount, timing and uncertainty of our revenue and cash flows arising from our contracts with customers that are included within the scope of these ASUs. See also the discussion above under “Revenue Recognition” for more information regarding the impact of these ASUs on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how entities present and classify certain cash receipts and cash payments in the statement of cash flows. The adoption of this ASU did not have a material impact on our consolidated financial statements. On January 1, 2018, we adopted FASB 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 presented in the statement of cash flows include restricted cash and restricted cash equivalents. We adopted this ASU retrospectively to all periods presented in our consolidated statement of cash flows. Pursuant to this ASU, in the event restricted cash is presented separately from cash and cash equivalents in the balance sheets, entities are required to reconcile the amounts presented in the statement of cash flows to the amounts presented in the balance sheet and to disclose information about the nature of the restrictions. We have presented our consolidated statement of cash flows to reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents and have provided a reconciliation to the amounts presented in our consolidated statements of cash flows to the amounts presented in our consolidated balance sheets. 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). This ASU 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. This ASU also changes the accounting for sale and leaseback transactions, such as our sale and leaseback transaction with SNH in June 2016, and any associated deferred gain. Additionally, 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. This ASU is effective for reporting periods beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which works to improve on certain aspects of ASU No. 2016-02 identified by stakeholders as problematic or difficult to implement, including the adoption method. ASU No. 2018-11 provides for a transition method option, allowing entities to recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption, rather than restating comparative periods being presented. ASU No. 2018-11 also provides lessors with a practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. In addition, ASU No. 2018-11 clarifies which ASC Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with ASC Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC Topic 842. We will elect this practical expedient provided to lessors and will recognize revenue under our resident agreements based upon the predominant component. We will adopt these ASUs as required effective January 1, 2019 utilizing the modified retrospective transition method with no adjustments to comparative periods presented in accordance with ASU No. 2018-11. Additionally, we will elect the practical expedients within ASU No. 2016-02 that allow an entity to not reassess as of January 1, 2019 its prior conclusions on whether an existing contract contains a lease, lease classification for existing leases, and whether costs incurred for existing leases qualify as initial direct costs. While we continue to assess certain effects of adoption, including the recognition of the related deferred income tax impact and any impact on our valuation allowance, we have concluded that the most significant effects relate to the recognition of lease liabilities and right of use assets for operating leases on the balance sheet and additional disclosures about our leases. We expect that the adoption of ASU No. 2016-02 will result in the recognition of lease liabilities and right of use assets of approximately $1.5 billion as of January 1, 2019. Such amount of right of use assets will be recognized based upon the amount of the recognized lease liabilities, adjusted for accrued lease payments, which are not material to the consolidated financial statements as of December 31, 2018. We have also concluded that any previously unrecognized right of use assets will need to be reviewed for impairment effective January 1, 2019, which could result in a reduction to the initially recognized right of use assets with a cumulative effect adjustment to beginning retained earnings as of January 1, 2019. We are still in the process of evaluating the initial right of use assets for impairment. While the adoption of these ASUs will not affect the rent we pay, we expect the rent expense amounts presented in our consolidated statements of operations and comprehensive loss to increase by $6,778 primarily due to changes in how we will account for our deferred gain on our sale and leaseback transaction described above. On January 1, 2019, we also expect to record through retained earnings our total deferred gain of $67,472 on our consolidated balance sheets as of December 31, 2018, $55 of which was in accounts payable and accrued expenses, $6,723 of which was in other current liabilities, $1,216 of which was in other long term liabilities and the remaining $59,478 was separately stated on our consolidated balance sheets. For the year ended December 31, 2018, a substantial portion of our senior living revenue at our independent living and assisted living communities relates to housing services and falls under ASC Topic 840, and revenue for additional requested services is recognized in accordance with ASC Topic 606. Upon adoption of ASU No. 2016-02 and ASU No. 2018-11, we will elect the lessor practical expedient within ASU No. 2018-11 and will recognize revenue under these resident agreements based upon the predominant component, either the lease or non-lease component, of the contracts rather than allocating the consideration and separately accounting for it under ASC Topic 842 and ASC Topic 606. We have concluded that the non-lease components of the agreements with respect to our assisted living communities are the predominant component of the contract, therefore, we currently expect that we will recognize revenue for the agreements with respect to our assisted living communities under ASC Topic 606. We are still determining the predominant component of the agreement with respect to our independent living communities. After the adoption of ASU No. 2016-02 and ASU No. 2018-11, we expect the timing and pattern of revenue recognition will be substantially the same as that prior to adoption. 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 requires reflection of 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. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which amends the transition and effective date for nonpublic entities and clarifies that receivables arising from operating leases are not in the scope of this ASU. These ASUs are effective for reporting periods beginning after December 15, 2019. We are assessing the potential impact that the adoption of these ASUs will have on our consolidated financial statements. 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 expect the impact of this ASU will not be material 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 tax reform legislation that became effective in December 2017. This ASU is effective for reporting periods beginning after December 15, 2018. We expect that the impact of this ASU will not be material to our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) , which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. This ASU is effective for reporting periods beginning after December 15, 2018. We expect the impact of this ASU will not be material to our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , which modifies certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. This ASU is effective for reporting periods beginning after December 15, 2019. We are assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In August 2018, the FASB also issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40) , which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. This ASU is effective for reporting periods beginning after December 15, 2019. We are assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. |
Segment Information | Segment Information. As of December 31, 2018 , we have two operating segments: senior living communities and rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of 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 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 Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 debt investments, 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, 2018 Less than 12 months Greater than 12 months Total Fair Value Unrealized Loss Fair Value Unrealized Fair Value Unrealized Debt investments $ 1,688 $ 31 $ 12,234 $ 265 $ 13,922 $ 296 |
Schedule of fair value and gross unrealized losses related to available for sale securities | December 31, 2017 Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Debt investments $ 12,562 $ 113 $ 2,253 $ 33 $ 14,815 $ 146 |
Schedule of restricted cash | 2018 2017 Current Long term Current Long term Insurance reserves $ 691 $ 923 $ 1,095 $ 1,476 Real estate taxes and capital expenditures as required by our mortgages 483 — 1,161 — Resident security deposits 612 — 655 — Workers' compensation letter of credit collateral 17,934 — 17,836 — Total $ 19,720 $ 923 $ 20,747 $ 1,476 |
Schedule of allowance for doubtful accounts | Our allowance for doubtful accounts consists of the following: Balance January 1, 2017 $ 3,191 Provision for doubtful accounts 4,697 Write-offs (4,316 ) Balance December 31, 2017 3,572 Provision for doubtful accounts 4,904 Write-offs (5,054 ) Balance December 31, 2018 $ 3,422 |
Schedule of disaggregation of revenue | The following table presents revenue disaggregated by type of contract and payer: Year Ended December 31, 2018 Leasing revenue (1) 649,493 Revenue from contracts with customers: Medicare and Medicaid programs (1) 255,032 Additional requested services, and private pay and other third party payer SNF services (1) 189,879 Management fee revenue 15,145 Reimbursed costs incurred on behalf of managed communities 280,845 740,901 Total revenues 1,390,394 (1) Included in senior living revenue in our consolidated statements of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consists of the following: December 31, December 31, 2018 2017 Land $ 16,383 $ 16,383 Buildings and improvements 208,375 211,812 Furniture, fixtures and equipment 239,240 208,262 Property and equipment, at cost 463,998 436,457 Accumulated depreciation (220,125 ) (184,953 ) Property and equipment, net $ 243,873 $ 251,504 |
Other Intangible Assets and G_2
Other Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 3,767 (3,767 ) — 5,676 (5,596 ) 80 3,958 (3,767 ) 191 5,867 (5,596 ) 271 |
Schedule of finite-lived intangible assets | The changes in the carrying amount of our other intangible assets for the years ended December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Indefinite lived intangible assets 191 — 191 191 — 191 Definite lived intangible assets 3,767 (3,767 ) — 5,676 (5,596 ) 80 3,958 (3,767 ) 191 5,867 (5,596 ) 271 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 , which are included in other long term assets on our consolidated balance sheets, were as follows: 2018 2017 Non-current deferred tax assets: Allowance for doubtful accounts 894 933 Deferred gains on sale and leaseback transactions 18,789 20,548 Insurance reserves 2,558 2,369 Tax credits 19,636 20,286 Tax loss carryforwards 57,914 35,999 Interest expense 801 — Depreciable assets 4,831 4,114 Goodwill 2,992 3,865 Other assets 1,050 1,301 Total non-current deferred tax assets before valuation allowance 109,465 89,415 Valuation allowance: (101,300 ) (80,154 ) Total non-current deferred tax assets 8,165 9,261 Non-current deferred tax liabilities: Lease expense (5,434 ) (5,941 ) Employee stock grants (35 ) (36 ) Other liabilities (1,374 ) (1,312 ) Total non-current deferred tax liabilities (6,843 ) (7,289 ) Net deferred tax assets $ 1,322 $ 1,972 |
Schedule of changes in valuation allowance | 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, 2017 $ 100,524 $ — $ (20,280 ) $ (90 ) $ 80,154 Year Ended December 31, 2018 $ 80,154 $ — $ 21,074 $ 72 $ 101,300 |
Schedule of provision for income taxes from continuing operations | The provision for income taxes from operations is as follows: Years Ended December 31, 2018 2017 Current tax provision (benefit): Federal $ (554 ) $ (3,167 ) State 151 603 Total current tax provision (benefit) (403 ) (2,564 ) Deferred tax provision (benefit): Federal 554 (1,109 ) State 96 (863 ) Total deferred tax provision (benefit) 650 (1,972 ) Total tax provision (benefit) $ 247 $ (4,536 ) |
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 operations and the U.S. federal statutory income tax rate are as follows: For the years ended December 31, 2018 2017 Taxes at statutory U.S. federal income tax rate (21.0 )% (35.0 )% State and local income taxes, net of federal tax benefit (5.8 )% (17.0 )% Tax credits — % (2.6 )% Change in valuation allowance 26.8 % (72.0 )% Tax rate change — % 107.2 % Other differences, net 0.3 % 1.5 % Effective tax rate 0.3 % (17.9 )% |
Fair Values of Assets and Lia_2
Fair Values of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 categorized by the level of inputs used in the valuation of each asset. As of December 31, 2018 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) $ 23,390 $ 23,390 $ — $ — Available for sale securities: Equity securities (2) Financial services industry 1,686 1,686 — — REIT industry 105 105 — — Other 3,675 3,675 — — Total equity securities 5,466 5,466 — — Debt securities (3) International bond fund (4) 2,537 — 2,537 — High yield fund (5) 2,669 — 2,669 — Industrial bonds 1,692 — 1,692 — Technology bonds 2,375 — 2,375 — Government bonds 9,791 9,791 — — Energy bonds 595 — 595 — Financial bonds 1,858 — 1,858 — Other 1,268 — 1,268 — Total debt securities 22,785 9,791 12,994 — Total available for sale securities 28,251 15,257 12,994 — Total $ 51,641 $ 38,647 $ 12,994 $ — As of December 31, 2017 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) $ 23,578 $ 23,578 $ — $ — Available for sale securities: Equity securities (2) Financial services industry 2,199 2,199 — — REIT industry 145 145 — — Other 4,094 4,094 — — Total equity securities 6,438 6,438 — — Debt securities (3) International bond fund (4) 2,511 — 2,511 — High yield fund (5) 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 3,254 — 3,254 — Total debt securities 26,844 10,610 16,234 — Total available for sale securities 33,282 17,048 16,234 — Total $ 56,860 $ 40,626 $ 16,234 $ — _______________________________________ (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 $19,529 and $20,316 of balances that are restricted at December 31, 2018 and 2017 , respectively. (2) The fair value of our equity investments is readily determinable. During the years ended December 31, 2018 and 2017 , we received gross proceeds of $2,407 and $3,200 , respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $280 and $388 , respectively, and gross realized losses totaling $72 and $147 , respectively. (3) As of December 31, 2018 , our debt investments, which are classified as available for sale, had a fair value of $22,785 with an amortized cost of $21,806 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,276 , net of unrealized losses of $296 . As of December 31, 2017 , our debt investments had a fair value of $26,844 with an amortized cost of $25,589 ; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,401 , net of unrealized losses of $146 . Debt investments include $13,943 and $18,068 of balances that are restricted as of December 31, 2018 and 2017 , respectively. At December 31, 2018 , eight of the debt investments we hold, with a fair value of $1,688 , have been in a loss position for less than 12 months and 44 of the debt investments we hold, with a fair value of $12,234 , have been in a loss position for greater than 12 months. We do not believe these investments 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 investments remain strong with solid fundamentals, or we intend to hold these investments until recovery, and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2018 and 2017 , we received gross proceeds of $7,031 and $19,182 , respectively, in connection with the sales of debt investments and recorded gross realized gains totaling $10 and $251 , respectively, and gross realized losses totaling $119 and $84 , respectively. We record gains and losses on the sales of these investments using the specific identification method. (4) 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. (5) 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, 2018 | |
Debt Disclosure [Abstract] | |
Summary of mortgage notes | The following table is a summary of this mortgage note as of December 31, 2018 : Balance as of Contractual Stated Effective Monthly December 31, 2018 Interest Rate Interest Rate Maturity Date Payment Lender Type $ 8,151 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payment excluding unamortized discount and debt issuance costs of $279 . |
Schedule of principal payments due under mortgage notes | Principal payments due under the terms of our mortgage note are as follows: 2019 $ 365 2020 387 2021 413 2022 440 2023 469 Thereafter 6,077 $ 8,151 Less: Unamortized net discount and debt issuance costs $ (279 ) Total mortgage note payable $ 7,872 Less: Short term portion of mortgage note payable $ (339 ) Long term portion of mortgage note payable $ 7,533 |
Leases with SNH and HCP and M_2
Leases with SNH and HCP and Management Agreements with SNH (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 : Number of Properties Annual Minimum Rent as of December 31, 2018 Current Expiration Date Remaining Renewal Options 1. Lease No. 1 for SNFs and independent and assisted living communities 82 $ 59,276 December 31, 2024 Two 15-year renewal options. 2. Lease No. 2 for SNFs and independent and assisted living communities 47 67,032 June 30, 2026 Two 10-year renewal options. 3. Lease No. 3 for independent and assisted living communities 17 35,988 December 31, 2028 Two 15-year renewal options. 4. Lease No. 4 for SNFs and independent and assisted living communities 29 35,604 April 30, 2032 Two 15-year renewal options. 5. Lease No. 5 for independent and assisted living communities 9 9,860 December 31, 2028 Two 15-year renewal options. 6. One HCP lease 4 2,797 April 30, 2028 One 10-year renewal option. Totals 188 $ 210,557 |
Schedule of future minimum rents | The future minimum rents required by our leases as of December 31, 2018 , are as follows: 2019 210,557 2020 210,613 2021 210,670 2022 210,728 2023 210,787 Thereafter 766,623 $ 1,819,978 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 : 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 345,517 $ 343,098 $ 348,910 $ 352,869 Operating loss (7,183 ) (20,241 ) (22,532 ) (21,605 ) Net loss (7,949 ) (20,894 ) (21,582 ) (23,658 ) Net loss per common share—Basic and diluted $ (0.16 ) $ (0.42 ) $ (0.43 ) $ (0.47 ) 2017 First Second Third Fourth Revenues $ 350,689 $ 350,025 $ 347,101 $ 348,291 Operating loss (6,069 ) (7,613 ) (5,930 ) (3,442 ) 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 ) |
Organization and Business (Deta
Organization and Business (Details) $ in Thousands | Dec. 31, 2018USD ($)statecommunitybedliving_unitsuitefacilityapartmentproperty | Dec. 31, 2017USD ($)community |
Real estate properties | ||
Number of real estate properties leased | property | 188 | |
Accumulated deficit | $ | $ 292,636 | $ 220,489 |
Senior living communities | ||
Real estate properties | ||
Number of properties operated | 284 | |
Number of states in which real estate properties are located | state | 32 | |
Number of living units in properties operated | living_unit | 32,016 | |
Number of properties owned and operated | 20 | |
Number of living units in properties owned and operated | living_unit | 2,108 | |
Number of real estate properties leased | 188 | |
Number of units leased and operated | living_unit | 20,142 | |
Number of properties managed | 76 | |
Number of units in properties managed | living_unit | 9,766 | |
Independent and assisted living communities | ||
Real estate properties | ||
Number of properties operated | 255 | |
Number of living units in properties operated | living_unit | 29,511 | |
SNF | ||
Real estate properties | ||
Number of properties operated | facility | 29 | |
Number of living units in properties operated | living_unit | 2,505 | |
Independent living apartment | ||
Real estate properties | ||
Number of living units in properties operated | apartment | 10,895 | |
Assisted living suites | ||
Real estate properties | ||
Number of living units in properties operated | suite | 16,389 | |
Skilled nursing units | ||
Real estate properties | ||
Number of living units in properties operated | bed | 4,732 | |
Revolving Credit Facility Maturing February 2020 | Revolving Credit Facility | Line of Credit | ||
Real estate properties | ||
Debt outstanding | $ | $ 51,484 | |
SNH | Senior living communities | ||
Real estate properties | ||
Number of properties operated | 260 | |
Number of real estate properties leased | 184 | 185 |
Percentage of real estate properties operated | 91.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | Jan. 11, 2019USD ($) | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($)shareholdercontract | Dec. 31, 2019USD ($)installment_payment | Dec. 31, 2019USD ($)installment_payment | Dec. 31, 2018USD ($)segmentshareholdercontract | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Jun. 30, 2018USD ($) | Jan. 01, 2018USD ($) |
Equity Method Investments | ||||||||||
Equity investment of an investee | $ 8,633 | $ 8,633 | $ 8,185 | |||||||
Cumulative effect of new accounting principle | $ 0 | |||||||||
Equity securities | 5,466 | 5,466 | ||||||||
Equity securities net unrealized holding gain | 419 | 419 | ||||||||
Debt investments | 22,785 | 22,785 | ||||||||
Debt investments net unrealized holding gain | 979 | 979 | ||||||||
Interest and dividend income | 818 | 762 | ||||||||
Amounts due from the Medicare program | 8,821 | 8,821 | 9,558 | |||||||
Amounts due from various state Medicaid programs | 12,757 | 12,757 | 13,059 | |||||||
Unamortized gross balance of deferred financing costs | 187 | 187 | 1,377 | |||||||
Write off of deferred debt issuance costs | 554 | |||||||||
Estimated minimum loss | 0 | 0 | ||||||||
Self insurance reserve | $ 67,534 | $ 67,534 | 66,945 | |||||||
Number of forms of contracts offered to new residents | contract | 1 | 1 | ||||||||
Number of forms of contracts offered to existing residents | contract | 4 | 4 | ||||||||
Rent expense | $ 209,150 | 206,531 | ||||||||
Number of operating segments | segment | 2 | |||||||||
Number of reporting segments | segment | 1 | |||||||||
AIC | ||||||||||
Equity Method Investments | ||||||||||
Number of other current shareholders of the related party | shareholder | 6 | 6 | ||||||||
Ownership percentage | 14.30% | 14.30% | ||||||||
Equity investment of an investee | $ 6,034 | $ 6,034 | ||||||||
Accumulated Other Comprehensive Income | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | (1,947) | |||||||||
Accumulated Deficit | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | 1,947 | |||||||||
Equity Securities | ||||||||||
Equity Method Investments | ||||||||||
Available for sale securities | 6,438 | |||||||||
Available for sale securities net unrealized holding gain | 1,107 | |||||||||
Debt Securities | ||||||||||
Equity Method Investments | ||||||||||
Available for sale securities | 26,844 | |||||||||
Available for sale securities net unrealized holding gain | 1,255 | |||||||||
Other current assets | ||||||||||
Equity Method Investments | ||||||||||
Unamortized gross balance of deferred financing costs | 187 | 187 | 635 | |||||||
Other long-term assets | ||||||||||
Equity Method Investments | ||||||||||
Unamortized gross balance of deferred financing costs | 0 | 0 | 742 | |||||||
Refundable Admission Fees | ||||||||||
Equity Method Investments | ||||||||||
Admission fees | 755 | 755 | 1,142 | |||||||
Non-Refundable Admission Fees | ||||||||||
Equity Method Investments | ||||||||||
Admission fees | 1,119 | 1,119 | 1,154 | |||||||
Non-Refundable Admission Fees | Other long term liabilities | ||||||||||
Equity Method Investments | ||||||||||
Admission fees | $ 863 | $ 863 | $ 898 | |||||||
Resident Fees | ||||||||||
Equity Method Investments | ||||||||||
Payment terms | Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance | |||||||||
Maximum | Buildings | ||||||||||
Equity Method Investments | ||||||||||
Estimated useful lives | 40 years | |||||||||
Maximum | Building improvements | ||||||||||
Equity Method Investments | ||||||||||
Estimated useful lives | 15 years | |||||||||
Maximum | Personal Property | ||||||||||
Equity Method Investments | ||||||||||
Estimated useful lives | 7 years | |||||||||
One form | ||||||||||
Equity Method Investments | ||||||||||
Percentage of resident admission fee that becomes non-refundable | 10.00% | 10.00% | ||||||||
Remaining percentage of resident admission fee that becomes non-refundable | 90.00% | 90.00% | ||||||||
Monthly reduction in refundable fee, as a percentage of original admission fee | 1.50% | 1.50% | ||||||||
Period during which admission fee becomes non-refundable | 60 months | |||||||||
Historical form | ||||||||||
Equity Method Investments | ||||||||||
Percentage of resident admission fee that becomes non-refundable | 10.00% | 10.00% | ||||||||
Percentage of admission fee that become refundable | 90.00% | 90.00% | ||||||||
Second historical form | ||||||||||
Equity Method Investments | ||||||||||
Percentage of admission fee that become refundable | 100.00% | 100.00% | ||||||||
Third historical form | ||||||||||
Equity Method Investments | ||||||||||
Percentage of resident admission fee that becomes non-refundable | 99.00% | 99.00% | ||||||||
Percentage of admission fee that become refundable | 1.00% | 1.00% | ||||||||
Fourth historical form | ||||||||||
Equity Method Investments | ||||||||||
Percentage of resident admission fee that becomes non-refundable | 30.00% | 30.00% | ||||||||
Percentage of admission fee that become refundable | 70.00% | 70.00% | ||||||||
Senior living communities | ||||||||||
Equity Method Investments | ||||||||||
Percentage of revenues derived from payments under the Medicare and Medicaid programs | 23.30% | 22.90% | ||||||||
Chief Executive Officer | Severance | ||||||||||
Equity Method Investments | ||||||||||
Amount recorded for one-time employee termination benefits | $ 1,160 | |||||||||
Senior Vice President | Severance | ||||||||||
Equity Method Investments | ||||||||||
Amount recorded for one-time employee termination benefits | $ 510 | |||||||||
Subsequent Event | Chief Executive Officer | Severance, Transition Payments | ||||||||||
Equity Method Investments | ||||||||||
Monthly payments for one-time employee termination benefits | $ 10 | |||||||||
Subsequent Event | Chief Executive Officer | Severance | ||||||||||
Equity Method Investments | ||||||||||
Percentage of one-time employee termination benefits | 80.00% | |||||||||
Subsequent Event | Senior Vice President | Severance | ||||||||||
Equity Method Investments | ||||||||||
Payments for one-time employee termination benefits | $ 510 | |||||||||
Accounting Standards Update 2016-01 | Accumulated Other Comprehensive Income | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | $ (1,107) | |||||||||
Accounting Standards Update 2016-01 | Accumulated Other Comprehensive Income | AIC | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | (840) | |||||||||
Accounting Standards Update 2016-01 | Accumulated Deficit | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | $ 1,107 | |||||||||
Accounting Standards Update 2016-01 | Accumulated Deficit | AIC | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | $ 840 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | $ 67,472 | |||||||||
Rent expense | $ 6,778 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Other long term liabilities | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | 1,216 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Accounts payable and accrued liabilities | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | 55 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Other current liabilities | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | 6,723 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Separately stated | ||||||||||
Equity Method Investments | ||||||||||
Cumulative effect of new accounting principle | 59,478 | |||||||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Subsequent Event | ||||||||||
Equity Method Investments | ||||||||||
Lease liability | 1,500,000 | |||||||||
Right of use asset | $ 1,500,000 | |||||||||
RMR LLC | Subsequent Event | Chief Executive Officer | Severance | ||||||||||
Equity Method Investments | ||||||||||
Percentage of one-time employee termination benefits | 20.00% | |||||||||
Chief Executive Officer | Subsequent Event | Severance, Cash Payment | ||||||||||
Equity Method Investments | ||||||||||
Payments for one-time employee termination benefits | $ 600 | |||||||||
Chief Executive Officer | Subsequent Event | Severance, Release Payments | ||||||||||
Equity Method Investments | ||||||||||
Payments for one-time employee termination benefits | $ 550 | |||||||||
Number of installment payments for one-time employee termination benefits | installment_payment | 4 | 4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Debt Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Investments | |||
Fair Value, Less than 12 months | $ 1,688 | $ 1,688 | |
Fair Value, Less than 12 months | $ 12,562 | ||
Unrealized Loss , Less than 12 months | 31 | ||
Unrealized Loss , Less than 12 months | 113 | ||
Fair Value, Greater than 12 months | 12,234 | ||
Fair Value, Greater than 12 months | 2,253 | ||
Unrealized Loss, Greater than 12 months | 265 | ||
Unrealized Loss, Greater than 12 months | 33 | ||
Fair Value, Total | 13,922 | ||
Fair Value, Total | 14,815 | ||
Unrealized Loss, Total | $ 296 | ||
Unrealized Loss, Total | $ 146 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | $ 19,720 | $ 20,747 |
Long term | 923 | 1,476 |
Insurance reserves | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 691 | 1,095 |
Long term | 923 | 1,476 |
Real estate taxes and capital expenditures as required by our mortgages | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 483 | 1,161 |
Resident security deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 612 | 655 |
Workers' compensation letter of credit collateral | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | $ 17,934 | $ 17,836 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Receivables and Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | ||
Balance at the beginning of the period | $ 3,572 | $ 3,191 |
Provision for doubtful accounts | 4,904 | 4,697 |
Write-offs | (5,054) | (4,316) |
Balance at the end of the period | $ 3,422 | $ 3,572 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Leasing revenue | $ 649,493 | |||||||||
Revenue from contracts with customers | 740,901 | |||||||||
Total revenues | $ 352,869 | $ 348,910 | $ 343,098 | $ 345,517 | $ 348,291 | $ 347,101 | $ 350,025 | $ 350,689 | 1,390,394 | $ 1,396,106 |
Medicare and Medicaid programs | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contracts with customers | 255,032 | |||||||||
Additional requested services, and private pay and other third party payer SNF services | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contracts with customers | 189,879 | |||||||||
Management fee revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contracts with customers | 15,145 | |||||||||
Total revenues | 15,145 | 14,080 | ||||||||
Reimbursed costs incurred on behalf of managed communities | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue from contracts with customers | 280,845 | |||||||||
Total revenues | $ 280,845 | $ 259,850 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment | ||
Property and equipment, at cost | $ 463,998 | $ 436,457 |
Accumulated depreciation | (220,125) | (184,953) |
Property and equipment, net | 243,873 | 251,504 |
Depreciation expense | 35,859 | 37,996 |
Long lived asset impairment | 387 | 528 |
Fair values of the impaired assets | 362 | 341 |
Impairment of long-lived assets | 74 | 1,584 |
Assets held for sale | 0 | 59,080 |
SNH | ||
Property and Equipment | ||
Assets held for sale for increased rent pursuant to the terms of leases with SNH | 1,863 | 1,702 |
Land | ||
Property and Equipment | ||
Property and equipment, at cost | 16,383 | 16,383 |
Buildings and improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 208,375 | 211,812 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, at cost | $ 239,240 | $ 208,262 |
Other Intangible Assets and G_3
Other Intangible Assets and Goodwill (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($)community | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Indefinite lived intangible assets | $ 191 | $ 191 | $ 191 |
Definite lived intangible assets, gross | 5,676 | 3,767 | 5,676 |
Definite lived intangible assets, Accumulated amortization | (5,596) | (3,767) | (5,596) |
Definite lived intangible assets, Net | 80 | 0 | 80 |
Intangible assets, gross carrying amount | 5,867 | 3,958 | 5,867 |
Intangible assets, Net | 271 | 191 | 271 |
Amortization of intangibles | $ 80 | 196 | |
December 2017 Sales Group | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Indefinite lived intangible assets disposed | $ 2,337 | $ 2,337 | |
Number of communities disposed | community | 2 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non-current deferred tax assets: | ||
Allowance for doubtful accounts | $ 894 | $ 933 |
Deferred gains on sale and leaseback transactions | 18,789 | 20,548 |
Insurance reserves | 2,558 | 2,369 |
Tax credits | 19,636 | 20,286 |
Tax loss carryforwards | 57,914 | 35,999 |
Interest expense | 801 | 0 |
Depreciable assets | 4,831 | 4,114 |
Goodwill | 2,992 | 3,865 |
Other assets | 1,050 | 1,301 |
Total non-current deferred tax assets before valuation allowance | 109,465 | 89,415 |
Valuation allowance | (101,300) | (80,154) |
Total non-current deferred tax assets | 8,165 | 9,261 |
Non-current deferred tax liabilities: | ||
Lease expense | (5,434) | (5,941) |
Employee stock grants | (35) | (36) |
Other liabilities | (1,374) | (1,312) |
Total non-current deferred tax liabilities | (6,843) | (7,289) |
Net deferred tax assets | 1,322 | 1,972 |
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 | |
Net operating loss carry forward, which begins to expire in 2026 if unused | 167,010 | |
Tax credit carry forward, which begins to expire in 2022 if unused | $ 18,869 | |
Period expected to be in cumulative loss position | 3 years | |
Movement in valuation allowance for deferred tax assets | ||
(Provision) benefit for income taxes | $ (247) | 4,536 |
Valuation Allowance for Deferred Tax Assets | ||
Movement in valuation allowance for deferred tax assets | ||
Beginning balance | 80,154 | 100,524 |
Amounts Charged To Expense | 0 | 0 |
Amounts Charged Off, Net of Recoveries | 21,074 | (20,280) |
Amounts Charged (Credited) to Equity | 72 | (90) |
Ending balance | $ 101,300 | $ 80,154 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax provision (benefit): | ||
Federal | $ (554,000) | $ (3,167,000) |
State | 151,000 | 603,000 |
Total current tax provision (benefit) | (403,000) | (2,564,000) |
Deferred tax provision (benefit): | ||
Federal | 554,000 | (1,109,000) |
State | 96,000 | (863,000) |
Total deferred tax provision (benefit) | 650,000 | (1,972,000) |
Total tax provision (benefit) | $ 247,000 | $ (4,536,000) |
Difference between the entity's effective tax (benefit) rate on continuing operations and the U.S. Federal statutory income tax (benefit) rate | ||
Taxes at statutory U.S. federal income tax rate | (21.00%) | (35.00%) |
State and local income taxes, net of federal tax benefit | (5.80%) | (17.00%) |
Tax credits | 0.00% | (2.60%) |
Change in valuation allowance | 26.80% | (72.00%) |
Tax rate change | 0.00% | 107.20% |
Other differences, net | 0.30% | 1.50% |
Effective tax rate | 0.30% | (17.90%) |
Unrecognized tax benefits | $ 0 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,417,629 | 1,056,923 |
Fair Values of Assets and Lia_3
Fair Values of Assets and Liabilities - Recurring Measurements (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)security | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) | |
Fair Values of Assets and Liabilities | |||
Cash equivalents | $ 23,390 | $ 23,578 | |
Equity securities | 5,466 | ||
Debt securities | 22,785 | ||
Total available for sale securities | 28,251 | 33,282 | |
Total | 51,641 | 56,860 | |
Restricted cash equivalents | 19,529 | 20,316 | |
Gross realized gains recorded on sale of equity securities | 280 | ||
Gross realized losses recorded on sale of equity securities | $ 72 | ||
Debt securities in a loss position less than 12 months, number of positions | security | 8 | ||
Debt securities in a loss position less than 12 months, fair value | $ 1,688 | $ 1,688 | |
Debt securities in a loss position greater than 12 months, number of positions | security | 44 | ||
Debt securities in a loss position greater than 12 months, fair value | $ 12,234 | ||
Gross realized gains recorded on sale of debt securities | 10 | ||
Equity securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 6,438 | ||
Proceeds from sale of equity securities | 2,407 | ||
Proceeds from sale of available for sale securities | 3,200 | ||
Gross realized gains recorded on sale of available for sale securities | 388 | ||
Gross realized losses recorded on sale of available for sale securities | 147 | ||
Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 1,686 | ||
Available for sale securities | 2,199 | ||
REIT industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 105 | ||
Available for sale securities | 145 | ||
Other | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 3,675 | ||
Available for sale securities | 4,094 | ||
Debt securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 26,844 | ||
Proceeds from sale of available for sale securities | 19,182 | ||
Gross realized gains recorded on sale of available for sale securities | 251 | ||
Gross realized losses recorded on sale of available for sale securities | 84 | ||
Amortized cost of debt securities | 21,806 | ||
Amortized cost of available for sale securities | 25,589 | ||
Unrealized gains on debt securities | 1,276 | ||
Unrealized gains on available for sale securities | 1,401 | ||
Unrealized losses on debt securities | 296 | ||
Unrealized losses on available for sale securities | 146 | ||
Proceeds from sale of debt securities | 7,031 | ||
Gross realized losses recorded on sale of debt securities | 119 | ||
International bond fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,537 | ||
Available for sale securities | 2,511 | ||
High yield fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,669 | ||
Available for sale securities | 2,744 | ||
Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,692 | ||
Available for sale securities | 2,017 | ||
Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,375 | ||
Available for sale securities | 2,972 | ||
Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 9,791 | ||
Available for sale securities | 10,707 | ||
Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 595 | ||
Available for sale securities | 1,216 | ||
Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,858 | ||
Available for sale securities | 1,423 | ||
Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,268 | ||
Available for sale securities | 3,254 | ||
Restricted Debt Securities | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 13,943 | ||
Available for sale securities | 18,068 | ||
Quoted Prices in Active Markets for Identical (Level 1) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 23,390 | 23,578 | |
Equity securities | 5,466 | ||
Debt securities | 9,791 | ||
Total available for sale securities | 15,257 | 17,048 | |
Total | 38,647 | 40,626 | |
Quoted Prices in Active Markets for Identical (Level 1) | Equity securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 6,438 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 1,686 | ||
Available for sale securities | 2,199 | ||
Quoted Prices in Active Markets for Identical (Level 1) | REIT industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 105 | ||
Available for sale securities | 145 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 3,675 | ||
Available for sale securities | 4,094 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Debt securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 10,610 | ||
Quoted Prices in Active Markets for Identical (Level 1) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 9,791 | ||
Available for sale securities | 10,610 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Quoted Prices in Active Markets for Identical (Level 1) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Other Observable Inputs (Level 2) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 0 | 0 | |
Equity securities | 0 | ||
Debt securities | 12,994 | ||
Total available for sale securities | 12,994 | 16,234 | |
Total | 12,994 | 16,234 | |
Significant Other Observable Inputs (Level 2) | Equity securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 0 | ||
Significant Other Observable Inputs (Level 2) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Other Observable Inputs (Level 2) | REIT industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Other Observable Inputs (Level 2) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Other Observable Inputs (Level 2) | Debt securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 16,234 | ||
Significant Other Observable Inputs (Level 2) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,537 | ||
Available for sale securities | 2,511 | ||
Significant Other Observable Inputs (Level 2) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,669 | ||
Available for sale securities | 2,744 | ||
Significant Other Observable Inputs (Level 2) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,692 | ||
Available for sale securities | 2,017 | ||
Significant Other Observable Inputs (Level 2) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 2,375 | ||
Available for sale securities | 2,972 | ||
Significant Other Observable Inputs (Level 2) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 97 | ||
Significant Other Observable Inputs (Level 2) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 595 | ||
Available for sale securities | 1,216 | ||
Significant Other Observable Inputs (Level 2) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,858 | ||
Available for sale securities | 1,423 | ||
Significant Other Observable Inputs (Level 2) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 1,268 | ||
Available for sale securities | 3,254 | ||
Significant Unobservable Inputs (Level 3) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 0 | 0 | |
Equity securities | 0 | ||
Debt securities | 0 | ||
Total available for sale securities | 0 | 0 | |
Total | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Equity securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | REIT industry | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Debt securities | |||
Fair Values of Assets and Liabilities | |||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | 0 | ||
Available for sale securities | 0 | ||
Significant Unobservable Inputs (Level 3) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt securities | $ 0 | ||
Available for sale securities | $ 0 |
Fair Values of Assets and Lia_4
Fair Values of Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying value and fair value | ||
Mortgage notes payable | $ 7,533 | $ 7,872 |
Liabilities held for sale | 0 | 34,781 |
Carrying value | Significant Unobservable Inputs (Level 3) | ||
Carrying value and fair value | ||
Mortgage notes payable | 7,872 | 8,188 |
Total | Significant Unobservable Inputs (Level 3) | ||
Carrying value and fair value | ||
Mortgage notes payable | $ 8,986 | $ 9,617 |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) | Dec. 18, 2018USD ($)communityliving_unitperiod | Dec. 31, 2018USD ($)communityagreement | Jun. 30, 2018USD ($)community | Feb. 28, 2018USD ($)community | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($)communityagreement | Dec. 31, 2018USD ($)communityagreement | Dec. 31, 2017USD ($) | Dec. 17, 2018USD ($) | May 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Payments of fees | $ 0 | $ 1,889,000 | |||||||||
Write off of deferred debt issuance costs | $ 554,000 | ||||||||||
Amount available for borrowing under credit facility | $ 25,216,000 | $ 25,216,000 | 25,216,000 | ||||||||
Gain (loss) on early extinguishment of debt | 0 | 143,000 | |||||||||
Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense and other associated costs | $ 1,053,000 | $ 3,012,000 | |||||||||
Mortgages | 6.47% FNMA Mortgage Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 6.47% | ||||||||||
Prepayment penalty | 1.00% | ||||||||||
Prepaid principal | $ 13,105,000 | ||||||||||
Gain (loss) on early extinguishment of debt | $ 143,000 | ||||||||||
Mortgages | 6.36% FMCC Mortgage Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 6.36% | 6.36% | |||||||||
Prepayment penalty | 3.00% | ||||||||||
Prepaid principal | $ 2,375,000 | ||||||||||
Gain (loss) on early extinguishment of debt | $ (145,000) | ||||||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Maturing February 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 54,000,000 | $ 100,000,000 | |||||||||
Number of extension options | period | 2 | ||||||||||
Extension period | 1 year | ||||||||||
Payments of fees | $ 1,889,000 | ||||||||||
Write off of deferred debt issuance costs | $ 554,000 | ||||||||||
Commitment fee | 0.35% | ||||||||||
Weighted average interest rate | 6.30% | 5.40% | 6.30% | 6.30% | 5.40% | ||||||
Amount available for borrowing under credit facility | $ 2,516,000 | $ 2,516,000 | $ 2,516,000 | ||||||||
Letters of credit issued | $ 0 | $ 0 | 0 | ||||||||
Interest expense and other associated costs | $ 1,965,000 | $ 1,296,000 | |||||||||
Number of real estate properties securing borrowings on credit facility | community | 10 | ||||||||||
Number of units in real estate properties securing borrowings on credit facility | living_unit | 1,219 | ||||||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Maturing February 2020 | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 4.85% | ||||||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Maturing February 2020 | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 7.00% | ||||||||||
Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 22,700,000 | $ 17,800,000 | |||||||||
Extension period | 1 year | ||||||||||
Number of irrevocable standby letters of credit agreements | agreement | 7 | 7 | 7 | ||||||||
Workers' Compensation Insurance Program | Cash Equivalents | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral securing workers' compensation insurance program | $ 17,934,000 | $ 17,934,000 | $ 17,934,000 | ||||||||
Workers' Compensation Insurance Program | Debt and Equity Investments | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Collateral securing workers' compensation insurance program | 5,415,000 | 5,415,000 | 5,415,000 | ||||||||
Other Than Workers' Compensation Insurance Program Collateral | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 2,516,000 | $ 2,516,000 | $ 2,516,000 | ||||||||
Number of irrevocable standby letters of credit agreements | agreement | 6 | 6 | 6 | ||||||||
Senior Living Communities | Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of real estate properties mortgaged | community | 1 | 1 | 1 | ||||||||
Senior Living Communities | Mortgages | 6.64% FNMA Mortgage Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 6.64% | ||||||||||
Number of properties sold | community | 1 | ||||||||||
Prepaid principal | $ 16,776,000 | ||||||||||
Gain (loss) on early extinguishment of debt | $ 543,000 | ||||||||||
Senior Living Communities | Mortgages | 5.75% Commercial Lender Mortgage | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 5.75% | ||||||||||
Number of properties sold | community | 2 | ||||||||||
Prepaid principal | $ 16,588,000 | ||||||||||
Gain (loss) on early extinguishment of debt | $ 638,000 |
Indebtedness - Summary of Mortg
Indebtedness - Summary of Mortgage (Details) - Mortgages - September 2032 $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Mortgage Notes | $ 8,151 |
Contractual Stated Interest Rate | 6.20% |
Effective Interest Rate | 6.70% |
Monthly Payment | $ 72 |
Unamortized net discount and debt issuance costs | $ 279 |
Indebtedness Indebtedness - Pri
Indebtedness Indebtedness - Principal Payments Due (Details) - Mortgages - September 2032 $ in Thousands | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
2,019 | $ 365 |
2,020 | 387 |
2,021 | 413 |
2,022 | 440 |
2,023 | 469 |
Thereafter | 6,077 |
Total mortgage notes payable, gross | 8,151 |
Less: Unamortized net discount and debt issuance costs | (279) |
Total mortgage note payable | 7,872 |
Less: Short term portion of mortgage note payable | (339) |
Long term portion of mortgage note payable | $ 7,533 |
Leases with SNH and HCP and M_3
Leases with SNH and HCP and Management Agreements with SNH - Lease Summary (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Nov. 30, 2018living_unit | Jun. 30, 2018USD ($)living_unit | Nov. 30, 2017communityclosing | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($)communityleaseproperty | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)community | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($)community | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)communitytermleaseperiodproperty | Dec. 31, 2017USD ($)community | |
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 188 | 188 | ||||||||||||
Total minimum annual rent payable | $ 1,819,978 | $ 1,819,978 | ||||||||||||
Gain recognized on sale leaseback transaction | 6,609 | $ 6,608 | ||||||||||||
Deferred gain on sale and leaseback transaction, noncurrent | 59,478 | $ 66,087 | 59,478 | 66,087 | ||||||||||
Revenues | $ 352,869 | $ 348,910 | $ 343,098 | $ 345,517 | 348,291 | $ 347,101 | $ 350,025 | $ 350,689 | $ 1,390,394 | 1,396,106 | ||||
Lease No. 1 | Two 15-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 82 | 82 | ||||||||||||
Renewal term | 15 years | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Lease No. 2 | Two 10-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 47 | 47 | ||||||||||||
Renewal term | 10 years | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Lease No. 3 | Two 15-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 17 | 17 | ||||||||||||
Renewal term | 15 years | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Lease No. 4 | Two 15-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 29 | 29 | ||||||||||||
Renewal term | 15 years | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
Lease No. 5 | Two 15-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 9 | 9 | ||||||||||||
Renewal term | 15 years | |||||||||||||
Number of renewal options | term | 2 | |||||||||||||
One HCP lease | One 10-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | property | 4 | 4 | ||||||||||||
Renewal term | 10 years | |||||||||||||
Number of renewal options | term | 1 | |||||||||||||
SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of leases | lease | 5 | 5 | ||||||||||||
Total minimum annual rent payable | $ 207,760 | 207,026 | $ 207,760 | 207,026 | ||||||||||
Rent expense under leases, net of lease inducement amortization | 206,190 | 203,639 | ||||||||||||
Outstanding rent due and payable | 18,781 | 18,555 | 18,781 | 18,555 | ||||||||||
Amount funded for leasehold improvements | 17,956 | $ 39,800 | 17,956 | 39,800 | ||||||||||
Increase (decrease) in annual lease rent payable | 1,433 | $ 3,193 | ||||||||||||
Assets held for sale for increased rent pursuant to the terms of leases with SNH | $ 1,863 | $ 1,863 | ||||||||||||
Minimum percentage of ownership interest of voting stock above which the option to cancel all the lease rights exist | 9.80% | 9.80% | ||||||||||||
SNH | Two 10-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Renewal term | 10 years | |||||||||||||
SNH | Two 15-year renewal options | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Renewal term | 15 years | |||||||||||||
Senior living communities | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties operated | community | 284 | 284 | ||||||||||||
Number of properties leased and operated | community | 188 | 188 | ||||||||||||
Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties operated | community | 260 | 260 | ||||||||||||
Percentage of real estate properties operated | 91.50% | 91.50% | ||||||||||||
Number of properties leased and operated | community | 184 | 185 | 184 | 185 | ||||||||||
Percentage rent | $ 5,542 | $ 5,533 | ||||||||||||
Assets removed from balance sheet as part of sale-leaseback agreement | $ 29,706 | 29,706 | ||||||||||||
Gain recognized on sale leaseback transaction | $ 82,644 | |||||||||||||
Deferred gain on sale and leaseback transaction, current | $ 6,609 | 6,609 | ||||||||||||
Deferred gain on sale and leaseback transaction, noncurrent | $ 59,478 | $ 59,478 | ||||||||||||
Number of communities managed | community | 76 | 70 | ||||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 7.00% | |||||||||||||
Number of living units in communities managed, additions | living_unit | 238 | 98 | ||||||||||||
New Long Term Lease Agreement | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Rent as percentage of gross revenue | 4.00% | |||||||||||||
Number of consecutive years of lease term | term | 2 | |||||||||||||
Lease term | 15 years | |||||||||||||
AL Management Agreement Before May 2015 | Minimum | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Management fees as a percentage of gross revenues | 3.00% | 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% | 35.00% | ||||||||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 8.00% | 8.00% | ||||||||||||
AL Management Agreement On Or After May 2015 | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
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 | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
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% | ||||||||||||
New Pooling Agreement | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
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% | ||||||||||||
2017 Transaction Agreement | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties sold to, and subsequently managed for SNH | community | 6 | |||||||||||||
Number of closings for properties sold to, and subsequently managed for SNH | closing | 4 | |||||||||||||
Amended Management and Pooling Agreement | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | community | 2 | |||||||||||||
Annual rent increase (as a percent) | 2.00% | 2.00% | ||||||||||||
Rent escalation commencement period, period after certificate of occupancy | 12 months | 12 months | ||||||||||||
August 2017 Sale of Land Parcel in Delaware | Land | Delaware | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Increase (decrease) in annual lease rent payable | $ 33 | |||||||||||||
Proceeds from sale of land | $ 750 | |||||||||||||
June 2018 Sale of Skilled Nursing Facility in California | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of communities sold | living_unit | 97 | |||||||||||||
Proceeds from sale communities | $ 6,500 | |||||||||||||
Decrease in annual rent expense | 10.00% | |||||||||||||
June 2018 Florida Living Unit Leased Acquired by Related Party | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Increase (decrease) in annual lease rent payable | $ 14 | |||||||||||||
Management Fees, Base | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Revenues | $ 14,146 | $ 12,970 | ||||||||||||
Management Fees, Incentive | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Revenues | 36 | 0 | ||||||||||||
Management Fees, Capital Expenditures | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Revenues | 684 | 845 | ||||||||||||
Rehabilitation Services | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Revenues | $ 6,442 | 7,525 | ||||||||||||
D & Yonkers LLC | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Renewal term | 5 years | |||||||||||||
Management fees as a percentage of gross revenues | 3.00% | 3.00% | ||||||||||||
Number of renewal options | period | 8 | |||||||||||||
D & Yonkers LLC | Management Fees | Senior living communities | SNH | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Revenues | $ 279 | $ 265 | ||||||||||||
HCP Inc | Senior living communities | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Number of properties leased and operated | community | 4 | 4 | ||||||||||||
Renewal term | 10 years | |||||||||||||
HCP Inc | Minimum | Senior living communities | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Minimum annual escalator percentage rent (as a percent) | 2.00% | |||||||||||||
HCP Inc | Maximum | Senior living communities | ||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||
Minimum annual escalator percentage rent (as a percent) | 4.00% |
Leases with SNH and HCP and M_4
Leases with SNH and HCP and Management Agreements with SNH - Summary of Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)termproperty | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 188 |
Annual minimum rent | $ | $ 210,557 |
Two 10-year renewal options | Lease No. 2 | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 47 |
Annual minimum rent | $ | $ 67,032 |
Renewal term | 10 years |
Number of renewal options | term | 2 |
Two 15-year renewal options | Lease No. 1 | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 82 |
Annual minimum rent | $ | $ 59,276 |
Renewal term | 15 years |
Number of renewal options | term | 2 |
Two 15-year renewal options | Lease No. 3 | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 17 |
Annual minimum rent | $ | $ 35,988 |
Renewal term | 15 years |
Number of renewal options | term | 2 |
Two 15-year renewal options | Lease No. 4 | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 29 |
Annual minimum rent | $ | $ 35,604 |
Renewal term | 15 years |
Number of renewal options | term | 2 |
Two 15-year renewal options | Lease No. 5 | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 9 |
Annual minimum rent | $ | $ 9,860 |
Renewal term | 15 years |
Number of renewal options | term | 2 |
One 10-year renewal options | One HCP lease | |
Operating Leased Assets [Line Items] | |
Number of properties leased and operated | property | 4 |
Annual minimum rent | $ | $ 2,797 |
Renewal term | 10 years |
Number of renewal options | term | 1 |
Leases with SNH and HCP and M_5
Leases with SNH and HCP and Management Agreements with SNH - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum rents | |
2,018 | $ 210,557 |
2,019 | 210,613 |
2,020 | 210,670 |
2,021 | 210,728 |
2,022 | 210,787 |
Thereafter | 766,623 |
Total | $ 1,819,978 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shareholders' Equity | ||
Weighted average amortization period stock based compensation | 2 years | |
Directors, officers and others | ||
Shareholders' Equity | ||
Common shares issued (in shares) | 471,000 | 590,600 |
Aggregate market value of shares issued | $ 227 | $ 920 |
Weighted average share price (in dollars per share) | $ 0.48 | $ 1.56 |
Officers and employees | ||
Shareholders' Equity | ||
Vesting period | 4 years | |
Share Award Plans | ||
Shareholders' Equity | ||
Weighted average share price (in dollars per share) | $ 0.48 | |
Unvested common shares (in shares) | 816,900 | 931,920 |
Share based compensation | $ 615 | $ 1,094 |
Estimated future stock based compensation expense | $ 991 | |
Remaining common shares available for issuance (in shares) | 2,527,600 | |
Share Award Plans | Officers and employees | ||
Shareholders' Equity | ||
Shares acquired (in shares) | 30,492 | 44,708 |
Aggregare acquired price | $ 11 | $ 66 |
Tranche One | Officers and employees | ||
Shareholders' Equity | ||
Award vesting percentage | 20.00% | |
Tranche Two | Officers and employees | ||
Shareholders' Equity | ||
Award vesting percentage | 20.00% | |
Tranche Three | Officers and employees | ||
Shareholders' Equity | ||
Award vesting percentage | 20.00% | |
Tranche Four | Officers and employees | ||
Shareholders' Equity | ||
Award vesting percentage | 20.00% | |
Tranche Five | Officers and employees | ||
Shareholders' Equity | ||
Award vesting percentage | 20.00% |
Dispositions (Details)
Dispositions (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2018USD ($)communityliving_unit | Feb. 28, 2018USD ($)community | Jan. 31, 2018community | Dec. 31, 2017USD ($)community | Nov. 30, 2017USD ($)community | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($)community | Dec. 31, 2017USD ($) | Jan. 30, 2018USD ($) | |
Disposal Group, Held-for-sale, Not Discontinued Operations | 2017 Transaction Agreement | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of communities disposed | community | 6 | 4 | |||||||
Debt transferred | $ 37,084 | ||||||||
Carrying value | $ 53,743 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2017 Transaction Agreement | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of communities disposed | community | 2 | 1 | 1 | 2 | |||||
Consideration | $ 23,300 | $ 22,250 | $ 39,150 | $ 39,150 | $ 19,667 | ||||
Debt transferred | 16,588 | $ 16,776 | $ 2,375 | 2,375 | |||||
Gain (loss) on disposal | $ 7,231 | ||||||||
Income from operations | 178 | 1,684 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | June 2018 Sale of Skilled Nursing Facility in California | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration | $ 6,500 | ||||||||
Gain (loss) on disposal | (102) | ||||||||
Income from operations | $ 320 | $ 498 | |||||||
Number of living units disposed | living_unit | 97 | ||||||||
Change in rent, percent | (10.00%) | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | August 2017 Sale of Land Parcel in Delaware | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Consideration | $ 750 | ||||||||
Change in rent | $ 33 |
Legal Proceedings and Claims (D
Legal Proceedings and Claims (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 18 Months Ended | |||||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2016 | May 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2018 | |
Office of the Inspector General | Medicare Billing Voluntary Disclosure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Revenue received and expected to be repaid | $ 559 | $ 559 | ||||||
Expenses recognized during period | 682 | |||||||
Arizona Litigation Matter | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages awarded | $ 19,200 | |||||||
Damages awarded for pain and suffering | $ 2,500 | |||||||
Settlement amount | $ 7,250 | |||||||
Settlement amount paid by liability insurer | $ 800 | $ 3,021 | ||||||
Accrued litigation costs | $ 4,229 | |||||||
Medicare Billing | Office of the Inspector General | Medicare Billing Voluntary Disclosure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Revenue received and expected to be repaid | $ 759 | 759 | $ 888 | $ 759 | ||||
OIG Imposed Penalties | Office of the Inspector General | Medicare Billing Voluntary Disclosure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Expenses recognized during period | $ 594 | $ 658 | ||||||
Further Costs | Office of the Inspector General | Medicare Billing Voluntary Disclosure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Expenses recognized during period | $ 88 |
Business Management Agreement_2
Business Management Agreement with RMR LLC - Narrative (Details) - RMR LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Management Agreement [Line Items] | ||
Business management fee (as a percent) | 0.60% | |
Business management fees | $ 9,059 | $ 9,316 |
Renewal term | 1 year | |
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 | $ 236 | $ 276 |
Transition service period | 120 days |
Related Person Transactions - S
Related Person Transactions - SNH (Details) | 12 Months Ended | |
Dec. 31, 2018communitypropertyshares | Dec. 31, 2017community | |
Related person transactions | ||
Number of real estate properties leased | property | 188 | |
Senior living communities | ||
Related person transactions | ||
Number of real estate properties leased | 188 | |
SNH | ||
Related person transactions | ||
Ownership percentage by former parent | 100.00% | |
Number of shares owned (in shares) | shares | 4,235,000 | |
Percentage of outstanding common shares owned | 8.30% | |
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% | |
SNH | Senior living communities | ||
Related person transactions | ||
Number of real estate properties leased | 184 | 185 |
Number of communities managed | 76 | 70 |
Related Person Transactions - R
Related Person Transactions - REITs, for which RMR LLC provides Management Services (Details) $ in Thousands | Jan. 11, 2019USD ($) | Oct. 02, 2016shares | Jan. 31, 2019USD ($) | Dec. 31, 2019USD ($)installment_payment | Dec. 31, 2019USD ($)installment_payment | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Related person transactions | |||||||
Utilities and real estate taxes | $ 209,150 | $ 206,531 | |||||
Equity investment of an investee | 8,633 | 8,185 | |||||
Income (loss) arising from investment | 516 | 608 | |||||
Other comprehensive income (loss) | $ (68) | $ 461 | |||||
RMR LLC | |||||||
Related person transactions | |||||||
Share awards issued (in shares) | shares | 70,900 | 92,800 | |||||
Value of share awards issued | $ 25 | $ 139 | |||||
Payments for directors' and officers' insurance premiums | $ 152 | 151 | |||||
ABP Trust | |||||||
Related person transactions | |||||||
Percentage of outstanding common shares owned | 35.70% | ||||||
Standstill and lock-up agreement period | 10 years | ||||||
Maximum shares to be acquired under standstill and lock-up agreement (in shares) | shares | 18,000,000 | ||||||
Rent expense under leases | $ 964 | ||||||
Utilities and real estate taxes | $ 1,715 | 1,633 | |||||
AIC | |||||||
Related person transactions | |||||||
Service fee paid to related party | 3.00% | ||||||
Property insurance premium | $ 3,144 | 4,329 | |||||
Equity investment of an investee | 8,633 | 8,185 | |||||
Income (loss) arising from investment | 516 | 608 | |||||
Other comprehensive income (loss) | $ (68) | $ 461 | |||||
Officers and employees | Share Award Plans | |||||||
Related person transactions | |||||||
Shares acquired (in shares) | shares | 30,492 | 44,708 | |||||
Officers and employees | Share Award Plans | RMR LLC | |||||||
Related person transactions | |||||||
Shares acquired (in shares) | shares | 30,492 | ||||||
Subsequent Event | Severance, Transition Payments | Chief Executive Officer | |||||||
Related person transactions | |||||||
Monthly payments for one-time employee termination benefits | $ 10 | ||||||
Subsequent Event | Severance, Cash Payment | Chief Executive Officer | |||||||
Related person transactions | |||||||
Payments for one-time employee termination benefits | $ 600 | ||||||
Subsequent Event | Severance, Release Payments | Chief Executive Officer | |||||||
Related person transactions | |||||||
Payments for one-time employee termination benefits | $ 550 | ||||||
Number of installment payments for one-time employee termination benefits | installment_payment | 4 | 4 | |||||
Subsequent Event | Severance | Senior Vice President | |||||||
Related person transactions | |||||||
Payments for one-time employee termination benefits | $ 510 | ||||||
Subsequent Event | Severance | Chief Executive Officer | |||||||
Related person transactions | |||||||
Percentage of one-time employee termination benefits | 80.00% | ||||||
RMR LLC | Subsequent Event | Severance | Chief Executive Officer | |||||||
Related person transactions | |||||||
Percentage of one-time employee termination benefits | 20.00% | ||||||
Tranche One | RMR LLC | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche One | Officers and employees | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Two | RMR LLC | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Two | Officers and employees | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Three | RMR LLC | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Three | Officers and employees | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Four | RMR LLC | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Four | Officers and employees | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Five | RMR LLC | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% | ||||||
Tranche Five | Officers and employees | |||||||
Related person transactions | |||||||
Award vesting percentage | 20.00% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 1,332 | $ 1,211 |
Senior Living Wages and Benefits | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | 1,155 | 1,041 |
General and Administrative Expenses | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 177 | $ 170 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | ||||||||||
Revenues | $ 352,869 | $ 348,910 | $ 343,098 | $ 345,517 | $ 348,291 | $ 347,101 | $ 350,025 | $ 350,689 | $ 1,390,394 | $ 1,396,106 |
Operating loss | (21,605) | (22,532) | (20,241) | (7,183) | (3,442) | (5,930) | (7,613) | (6,069) | (71,561) | (23,054) |
Net loss | $ (23,658) | $ (21,582) | $ (20,894) | $ (7,949) | $ (1,006) | $ (6,603) | $ (6,506) | $ (6,787) | $ (74,083) | $ (20,902) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.47) | $ (0.43) | $ (0.42) | $ (0.16) | $ (0.02) | $ (0.13) | $ (0.13) | $ (0.14) | $ (1.49) | $ (0.42) |
Uncategorized Items - fve-20181
Label | Element | Value |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 22,223,000 |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 20,643,000 |