Leases and Management Agreements with SNH | Leases with SNH and HCP and Management Agreements with SNH Senior Living Communities Leased from SNH . We are SNH’s largest tenant and SNH is our largest landlord. As of March 31, 2019 and 2018 , we leased 184 and 185 senior living communities from SNH, respectively. We lease senior living communities from SNH pursuant to five master leases with SNH. Under our master leases with SNH, we pay SNH annual rent plus percentage rent equal to 4.0% of the increase in gross revenues at the applicable 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. Different base years apply to those communities that pay percentage rent. The base year is usually the first full calendar year after each community is initially leased. Our total annual rent payable to SNH as of March 31, 2019 and 2018 was $209,565 and $ 206,908 , respectively, excluding percentage rent. Our total rent expense under all of our leases with SNH, which for the three months ended March 31, 2018 was net of lease inducement amortization and the amortization of the deferred gain associated with the sale and leaseback transaction with SNH in June 2016, as described below, was $53,782 and $51,522 for the three months ended March 31, 2019 and 2018 , respectively, which amounts included estimated percentage rent of $1,549 and $1,391 for the three months ended March 31, 2019 and 2018 , respectively. Pursuant to the Transaction Agreement, our rent payable to SNH was reduced by a total of $14,379 in aggregate for February and March 2019 and we did not pay such amount to SNH. However, as the Transaction Agreement was not entered into until April 1, 2019, our rent expense for the three months ended March 31, 2019 was not adjusted for the rent reduction for February and March 2019. On March 11, 2019, we entered into a letter agreement with SNH, pursuant to which, with respect to our master leases with SNH, SNH agreed to defer, until March 31, 2019, payment of the aggregate minimum rent due and payable by us to SNH under the master leases for February 2019. As of March 31, 2019 and December 31, 2018 , we had outstanding rent due and payable to SNH of $36,379 and $18,781 , respectively, which amounts are included in due to related persons in our condensed consolidated balance sheets. The rent due and payable as of March 31, 2019 included rent due and payable for February 2019 that was deferred and payable for March 2019. The rent due and payable as of March 31, 2019 includes $14,379 that we are not required to pay as a result of the modification of our leases with SNH pursuant to the Transaction Agreement, which was effective April 1, 2019. Our leases with SNH are “triple net” leases, which generally require us to pay rent and all property operating expenses, to obtain, maintain and comply with all applicable permits and licenses necessary to operate the leased communities, to indemnify SNH from liability which may arise by reason of its ownership of the communities, to maintain the communities at our expense, to remove and dispose of hazardous substances on the communities in compliance with applicable law and to maintain insurance on the communities for SNH’s and our benefit. SNH’s consent is generally required for any direct or indirect assignment or sublease of any of the communities. Also, in the event of any assignment or subletting, we remain liable under the terms of the applicable lease. In the event of any damage, or immaterial condemnation, of a leased community, 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 community, the lease will terminate with respect to that leased community, 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 community, we may terminate the lease with respect to that leased community, 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 community and our rent will be reduced accordingly. We may not enter any management agreement affecting any leased community without the prior written consent of SNH. Our leases may be subordinated to any mortgages on communities leased from SNH. As of March 31, 2019, none of our leases were subordinated to any mortgage notes. Under our leases with SNH, we are required to operate continuously and maintain, at our expense, the leased communities in good order and repair, including structural and non-structural components. 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. Pursuant to the terms of our leases with SNH, for the three months ended March 31, 2019 and 2018 , we sold to SNH $22,578 and $0 , respectively, of improvements to communities leased from SNH. Pursuant to the Transaction Agreement, our monthly minimum rent, which is set at $11,000 for the period February 1, 2019 through December 31, 2019, subject to extension, will not increase as a result of capital improvements that SNH purchases from us during that period. The sales of capital improvements that we made to SNH for the three months ended March 31, 2019 occurred after February 1, 2019. At the end of each lease term, we are required to surrender the leased communities in substantially the same condition as that existed on the commencement date of the lease, subject to any permitted alterations and ordinary wear and tear. As of March 31, 2019 , our property and equipment included $2,478 for similar improvements to communities leased from SNH that we expect to request SNH to purchase from us. Events of default under each lease generally include failure to pay rent or any money due under the lease when it is due, failure to maintain the insurance required under such lease, failure to comply with certain ownership, change in control and Board election restrictions, the occurrence of certain events with respect to our insolvency or dissolution, and our being declared ineligible to receive reimbursement under Medicare or Medicaid programs among other licensing requirements. Upon the occurrence of any event of default, remedies under each lease provide that, among other things, SNH may, accelerate the rent, terminate the lease in whole or in part, enter the community and take possession of any and all our personal property and retain or sell the same at a public or private sale, make any payment or perform any act required to be performed by us under the lease, rent the community and recover from us any deficiency between the amount of rent which would have been due under the lease and the rent received from the re‑letting. Many of our debt and lease documents contain cross default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). In accordance with FASB ASC Topic 840, Leases, the sale and leaseback transaction we completed in June 2016 with SNH qualified for sale-leaseback accounting and we classified the related lease as an operating lease. Accordingly, the gain generated from the sale of $82,644 was deferred and was being amortized as a reduction of rent expense over the initial term of the related lease. In accordance with our adoption of Topic 842 effective January 1, 2019, we recorded through retained earnings our total deferred gain as of that date. In April 2019, we and SNH entered into an agreement to sell to a third party two SNFs located in Wisconsin that SNH owns and leases to us for an aggregate sales price of approximately $11,000 , excluding closing costs. These sales are subject to conditions; as a result, these sales may not occur, they may be delayed or their terms may change. In May 2019, we and SNH sold to a third party three SNFs located in California that SNH owned and leased to us for an aggregate sales price of approximately $21,500 , excluding closing costs. In accordance with FASB ASC Topic 360, Property, Plant and Equipment, or ASC Topic 360, these SNFs we and SNH had agreed to sell and have since sold, met the conditions to be classified as held for sale as of March 31, 2019 . These communities, while leased by us, generated income from operations before income taxes of $290 and $140 for the three months ended March 31, 2019 and 2018, respectively. 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. This community, while leased by us, generated a loss from operations before income taxes of $0 and $21 for the three months ended March 31, 2019 and 2018, respectively. 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 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 March 31, 2019, 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. Rent expense is recognized for actual rent paid plus or minus a straight line adjustment for the minimum lease escalators, which amount is not material to our condensed consolidated financial statements. The right of use asset balance has been decreased for the amount of accrued lease payments, which amounts are not material to our consolidated financial statements. The following table is a summary of our leases with SNH and with HCP as of March 31, 2019: Future Minimum Rents for the Twelve Months Ending March 31, Number of Properties Current Expiration Date Remaining Renewal Options Annual Minimum Rent as of March 31, 2019 2020 2021 2022 2023 2024 Thereafter Total IBR Lease Liability (1) 1. Lease No. 1 for SNFs and independent and assisted living communities 82 December 31, 2024 Two 15-year renewal options. $ 59,654 $ 59,654 $ 59,654 $ 59,654 $ 59,654 $ 59,654 $ 44,741 $ 343,011 4.53 % $ 301,522 2. Lease No. 2 for SNFs and independent and assisted living communities 47 June 30, 2026 Two 10-year renewal options. 67,725 67,725 67,725 67,725 67,725 67,725 152,382 491,007 4.64 % 416,275 3. Lease No. 3 for independent and assisted living communities 17 December 31, 2028 Two 15-year renewal options. 36,340 36,340 36,340 36,340 36,340 36,340 172,614 354,314 4.6 % 285,084 4. Lease No. 4 for SNFs and independent and assisted living communities 29 April 30, 2032 Two 15-year renewal options. 35,944 35,944 35,944 35,944 35,944 35,944 290,548 470,268 4.64 % 352,119 5. Lease No. 5 for independent and assisted living communities 9 December 31, 2028 Two 15-year renewal options. 9,902 9,902 9,902 9,902 9,902 9,902 47,034 96,544 4.6 % 77,680 6. One HCP lease 4 April 30, 2028 One 10-year renewal option. 2,760 2,811 2,867 2,924 2,983 3,043 13,066 27,694 4.6 % 22,450 Totals 188 $ 212,325 $ 212,376 $ 212,432 $ 212,489 $ 212,548 $ 212,608 $ 720,385 $ 1,782,838 $ 1,455,130 (1) Total lease liability does not include the lease liability related to our headquarters of $2,119 . Senior Living Communities Managed for the Account of SNH and its Related Entities . As of March 31, 2019 and 2018 , we managed 76 and 72 senior living communities, respectively, for the account of SNH. We earned base management fees of $3,718 and $3,423 from the senior living communities we managed for the account of SNH for the three months ended March 31, 2019 and 2018 , respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for the account of SNH of $195 and $128 for the three months ended March 31, 2019 and 2018 , respectively. These amounts are included in management fee revenue in our condensed consolidated statements of operations. As further described in Note 13, pursuant to the Transaction Agreement, we and SNH have agreed to replace our long term management and pooling agreements with new management agreements, subject to certain conditions and the receipt of various approvals. In the first quarter of 2018, we sold two senior living communities pursuant to a transaction agreement we entered with SNH in November 2017 for an aggregate sales price of $41,917 . These two senior living communities had an aggregate carrying value of $19,425 , net of mortgage debt and premiums of $17,356 , of which the principal amount of $16,776 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC Topic 610 and related ASUs, effective with the adoption of these new ASUs on January 1, 2018. Under these new ASUs, the income recognition for real estate sales is largely based on the transfer of control rather than continuing involvement in the ownership of the real estate. We recorded a gain of $5,684 for the three months ended March 31, 2018 as a result of the sale of these two senior living communities, which gain is included in loss (gain) on sale of senior living communities in our condensed consolidated statements of operations. In June 2018, we sold the remaining two senior living communities described above for an aggregate sales price of $23,300 . These two senior living communities had an aggregate carrying value of $5,163 , net of mortgage debt and premiums of $17,226 , of which the principal amount of $16,588 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC Topic 610 and related ASUs, effective with our adoption of these new ASUs on January 1, 2018. We recorded a gain of $1,549 for the three months ended June 30, 2018 as a result of the sale of these two senior living communities, which gain is included in loss (gain) on sale of senior living communities in our condensed consolidated statements of operations. We also provide certain other services to residents at some of the senior living communities we manage for the account of SNH, such as rehabilitation services. At senior living communities we manage for the account of SNH where we provide rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay us for those rehabilitation services. At senior living communities we manage for the account of SNH where we provide both inpatient and outpatient rehabilitation services, SNH generally pays us for these services and charges for such services are included in amounts charged to residents, third party payers or government programs. We earned revenues of $1,675 and $1,699 for the three months ended March 31, 2019 and 2018 , respectively, for rehabilitation services we provided at senior living communities we manage for the account of SNH and that are payable by SNH. These amounts are included in senior living revenue in our condensed consolidated statements of operations. In order to accommodate certain requirements of New York healthcare licensing laws, a part of the senior living community SNH owns, and we manage, located in Yonkers, New York is subleased by a subsidiary of SNH to D&R Yonkers LLC. As of March 31, 2019 , D&R Yonkers LLC was owned by our Executive Vice President, Chief Financial Officer and Treasurer and by SNH’s former president and chief operating officer. We count the part of this senior living community that we manage for D&R Yonkers LLC and the part of this senior living community that we manage for the account of SNH as one senior living community. We earned management fees of $70 and $71 for the three months ended March 31, 2019 and 2018 , respectively, under this management arrangement with D&R Yonkers LLC, which amounts are included in management fee revenue in our condensed consolidated statements of operations. |