Leases with DHC and Healthpeak Properties Inc. and Management Agreements with DHC | Leases with DHC and Healthpeak Properties Inc. and Management Agreements with DHC 2020 Restructuring of our Business Arrangements with DHC . Effective as of January 1, 2020: • our five then existing master leases with DHC as well as our then existing management and pooling agreements with DHC were terminated and replaced with new management agreements and a related omnibus agreement; • we issued 10,268,158 of our common shares to DHC and an aggregate of 16,118,849 of our common shares to DHC’s shareholders of record as of December 13, 2019; • as consideration for the share issuances, DHC provided to us $75,000 by assuming certain of our working capital liabilities and through cash payments; we recognized $22,899 in loss on termination of leases, representing the excess of the fair value of the share issuances of $97,899 compared to the consideration of $75,000 paid by DHC. As of September 30, 2020, DHC assumed $51,547 of our working capital liabilities. We received cash of $23,453 from DHC during the nine months ended September 30, 2020; and • pursuant to a guaranty agreement dated as of January 1, 2020, made by us in favor of DHC’s applicable subsidiaries, we have guaranteed the payment and performance of each of our applicable subsidiary’s obligations under our applicable management agreements with DHC. We recognized transaction costs of $142 and $1,412 related to the 2020 restructuring of our business arrangements with DHC for the three and nine months ended September 30, 2020, respectively. 2021 Amendments to our Management Arrangements with DHC. As part of the implementation of the Strategic Plan, on June 9, 2021, we amended our management arrangements with DHC. See Notes 1, 16 and 17 for additional information on the Strategic Plan. The principal changes to the management arrangements include: • we will cooperate with DHC in transitioning the management of 108 senior living communities with approximately 7,500 living units that we then managed, to other third party managers without payment of any termination fee to us; • DHC will no longer have the right to sell up to an additional $682,000 of senior living communities managed by us and terminate our management of those communities without payment of a termination fee to us upon sale; • DHC's ability to terminate the management agreement was revised: (i) to not commence until 2025; (ii) the maximum amount of communities that may be terminated was reduced to 10% (from 20%) of the total managed portfolio by revenue per year; and (iii) to provide that achieving less than 80% (from 90%) of budgeted earnings before interest, taxes, and depreciation and amortization, or EBITDA, will be required to qualify as a “Non-Performing Asset” DHC will not be obligated to pay any termination fee to us if it exercises these termination rights; • we will continue to manage for DHC 120 senior living communities we then managed for it; • we will close and reposition the 27 skilled nursing units in CCRC communities that we will continue to manage with approximately 1,500 living units; • the incentive fee that we may earn in any calendar year for the senior living communities that we will continue to manage for DHC will no longer be subject to a cap and that any senior living communities that are undergoing a major renovation or repositioning will be excluded from the calculation of the incentive fee and the incentive fee calculation will be reset pursuant to the terms of the management agreements as a result of expected capital projects DHC is planning in the next five years; • The RMR Group LLC, or RMR LLC, assumed oversight of major community renovation or repositioning activities at the senior living communities that we will continue to manage for DHC; and • the term of our existing management agreements with DHC was extended by two years to December 31, 2036. We and DHC entered into a n amended and restated master management agreement for the senior living communities that we will continue to manage for DHC and interim management agreements for the senior living communities that we and DHC agreed to transition to new operators. These agreements replaced our prior management and omnibus agreements with DHC. In addition, we delivered to DHC a related amended and restated guaranty agreement pursuant to which we will continue to guarantee the payment and performance of each of our applicable subsidiary's obligations under the applicable management agreements. During the three months ended September 30, 2021, we transitioned the management of 69 senior living communities with approximately 4,800 living units to new operators. As of September 30, 2021, DHC had entered into agreements for us to transition an additional 35 senior living communities with approximately 2,100 living units to new operators in 2021; of which 27 senior living communities with approximately 1,700 living units were transitioned to new operators in October 2021. In October 2021, DHC entered into agreements for us to transition three senior living communities with approximately 500 living units to new operators. During the nine months ended September 30, 2021, we closed all 1,532 SNF units within the 27 CCRC communities that we will continue to manage for DHC. We expect the transition of management of the 11 senior living communities and the repositioning of the 1,532 closed SNF units to be completed during the remainder of 2021. For the three and nine months ended September 30, 2021, we recognized $2,710 and $12,329, respectively, of management fees related to the management of these communities and units. See Note 17 for summary of progress made on the repositioning phase of the Strategic Plan in October 2021. Senior Living Communities Leased from Healthpeak Properties, Inc. As of June 30, 2021, we leased four senior living communities under one lease with PEAK. On March 8, 2021, we entered into a second amendment to our master lease with PEAK, pursuant to which we agreed to pay a lease termination fee upon the sale by PEAK of any of the four communities we leased in an amount equal to the difference between: (i) the net present value of the allocated minimum rate payments that would otherwise have been payable with respect to that community for the period beginning on the sale date and ending on April 30, 2023 (discounted at 9%) and (ii) the net present value of the reinvestment returns of the net proceeds from the sale of the community (discounted at 9%), and assuming such net proceeds are reinvested for the period commencing on the sale date and ending on April 30, 2023 at a rate of 5.5%. On June 3, 2021, we entered into an operations transfer agreement to assist with the transfer of three of four communities that we leased from PEAK to new operators, subject to regulatory and other approvals. These three communities had 152 living units and had senior living revenues of $1,458 and $4,467 for the three and nine months ended September 30, 2021, respectively and lease expense of $538 and $1,622 for the three and nine months ended September 30, 2021, respectively. On September 30, 2021, we terminated our lease on all four communities that we leased from PEAK. We recognized a $3,277 loss on lease termination for these communities during the three and nine months ended September 30, 2021. The loss was the aggregate of the lease termination fee of $3,100, other obligations of $548, legal transaction costs of $37, and the net derecognition carrying amounts of the Company's right of use asset of $16,055, leasehold improvements and other fixed assets of $1,173, and the remaining lease obligations of $17,636. On April 4, 2021, one of the communities that we leased from PEAK had a fire that caused extensive damage and the community has been out of service since that date. Insurance proceeds received for damage to the community of $1,500 were remitted to PEAK as of September 30, 2021. As of October 1, 2021 the PEAK communities are no longer part of our senior living operations. Senior Living Communities Managed for the Account of DHC and its Related Entities . As of September 30, 2021 and 2020, we managed 159 and 239 senior living communities, respectively, for the account of DHC. We earned management fees of $10,418 and $14,609 from the senior living communities we managed for the account of DHC for the three months ended September 30, 2021 and 2020, respectively, and $35,437 and $46,206 for the nine months ended September 30, 2021 and 2020, respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for the account of DHC of $702 and $573 for the three months ended September 30, 2021 and 2020, respectively, and $2,251 and $1,479 for the nine months ended September 30, 2021 and 2020, respectively. These amounts are included in management fee revenue in our condensed consolidated statements of operations. We also provide ancillary services to residents at some of the senior living communities we manage for the account of DHC, such as rehabilitation and wellness services. At senior living communities we manage for the account of DHC where we provide rehabilitation and wellness services on an outpatient basis, the residents, third party payers or government programs pay us for those rehabilitation and wellness services. At senior living communities we manage for the account of DHC where we provide inpatient rehabilitation and wellness services, DHC 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 $960 and $5,972 for the three months ended September 30, 2021 and 2020, respectively, and $9,031 and $19,843 for the nine months ended September 30, 2021 and 2020, respectively, for rehabilitation and wellness services we provided at senior living communities we manage for the account of DHC and that are payable by DHC. These amounts are included in rehabilitation and wellness services in our condensed consolidated statements of operations. We earned management fees of $100 and $120 for the three months ended September 30, 2021 and 2020, respectively, $309 and $372 for the nine months ended September 30, 2021 and 2020, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in management fee revenues in our condensed consolidated statements of operations. In 2020, DHC sold nine senior living communities that we previously managed. Upon completion of these sales, our management agreements with DHC with respect to those communities were terminated. In addition, in 2020, DHC also closed seven additional senior living communities and closed one building in one senior living community. For the three and nine months ended September 30, 2020, we recognized $622 and $2,338 of management fees related to these communities. During the nine months ended September 30, 2021, we closed 1,532 SNF units and are in the process of repositioning them. We will continue to manage the repositioned units for DHC. For the three months ended September 30, 2021 and 2020, we recognized $29 and $1,306 of management fee revenue related to these closed SNF units, respectively. For the nine months ended September 30, 2021 and 2020, we recognized $1,863 and $4,503 of management fee revenue related to these closed SNF units, respectively. In the three months ended September 30, 2021 we transitioned the management of 69 senior living communities that we managed for DHC with approximately 4,800 living units to new operators. For the three months ended September 30, 2021 and 2020, we recognized $1,306 and $2,820 of management fee revenue related to these transitioned communities, respectively. For the nine months ended September 30, 2021 and 2020, we recognized $6,354 and $8,629 of management fee revenue related to these transitioned communities, respectively. Ageility Clinics Leased from DHC. We lease space from DHC at certain of the senior living communities that we manage for DHC. We use this leased space for outpatient rehabilitation and wellness services clinics. We recognized rent expense of $370 and $392 for the three months ended September 30, 2021 and 2020, respectively, and $1,165 and $1,175 for the nine months ended September 30, 2021 and 2020, respectively, with respect to these leases. |