Related Person Transactions | Related Person TransactionsWe have relationships and historical and continuing transactions with DHC, RMR, ABP Trust and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors and officers who are also our Directors or officers. The RMR Group Inc., or RMR Inc., is the managing member of RMR. The Chair of our Board and one of our Managing Directors, Adam D. Portnoy is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board, a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Jennifer B. Clark, our other Managing Director and our Secretary, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR and an officer of ABP Trust. Certain of our officers, and DHC’s officers, are also officers and employees of RMR. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as the chair of the boards and as a managing director or managing trustee of those companies. Other officers of RMR, including Ms. Clark, serve as managing trustees or managing directors of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. DHC . DHC is currently our largest shareholder, owning, as of June 30, 2022, 10,691,658 of our common shares, or 32.8% of our outstanding common shares. We manage for DHC most of the senior living communities we operate. RMR provides management services to both us and DHC and Mr. Portnoy is the chair of the board of trustees and a managing trustee of DHC. Ms. Clark is a former managing trustee and the secretary of DHC. Included in accrued expenses and other current liabilities and accrued compensation and benefits on our condensed consolidated balance sheets are $24,177 and $21,916, respectively, at June 30, 2022, and $20,345 and $22,619, respectively, at December 31, 2021 that will be or were subsequently, as applicable, reimbursed by DHC and are included in due from related person. We lease space from DHC at certain of the senior living communities that we manage for DHC. We use this leased space for Ageility outpatient rehabilitation locations. We recognized rent expense of $325 and $398 for the three months ended June 30, 2022 and 2021, respectively, and $647 and $795 for the six months ended June 30, 2022 and 2021, respectively, with respect to these leases. See Note 11 for more information regarding our relationships, agreements and transactions with DHC and certain parties related to it and us. RMR. We have an agreement with RMR for RMR to provide business management services to us. See Note 13 for more information regarding our management agreement with RMR. Adam D. Portnoy and ABP Trust. Adam D. Portnoy and ABP Trust and its subsidiaries owned approximately 2,030,115 of our common shares, representing 6.2% of our outstanding common shares, as of June 30, 2022. We lease our headquarters from a subsidiary of ABP Trust. On February 24, 2021, we and the ABP Trust subsidiary renewed the lease through December 31, 2031. As of the date of that renewal, the annual lease payments were scheduled to range from $1,026 to $1,395 over the term of the lease. On January 10, 2022, we and the ABP Trust subsidiary further amended the lease, which reduced the leased space from approximately 41,000 square feet to approximately 30,000 square feet. Commencing on July 1, 2022, the annual base lease payments, exclusive of utilities and real estate taxes, will range from $770 to $1,007 over the term of the lease. Our rent expense for our headquarters, including utilities and real estate taxes that we pay as additional rent, was $498 and $559 for the three months ended June 30, 2022 and 2021, respectively, and $974 and $1,036 for the six months ended June 30, 2022 and 2021, respectively, which amounts are included in general and administrative expenses. As a result of the 2022 amendment of the lease, we decreased our right-of-use asset and lease liability by $2,958 and $3,237, respectively, in the three months ended March 31, 2022, to reflect the terms of the amendment using a current incremental borrowing rate of 5.6%. We recognized a right-of-use asset and lease liability, which amounts were $6,004 and $9,197 for the right-of-use asset and $6,502 and $10,065 for the lease liability as of June 30, 2022 and December 31, 2021, respectively. The right-of-use asset has been reduced by the amount of accrued lease payments, which amounts are not material to our condensed consolidated financial statements. On July 2, 2022, we entered into an agreement to terminate the lease for our headquarters at 400 Centre Street in Newton, Massachusetts with a termination date of September 30, 2022 and entered into a separate agreement to assume a lease for our headquarters as of September 1, 2022 at 255 Washington Street, Newton, Massachusetts, from Sonesta International Hotels Corporation, or Sonesta. Mr. Portnoy is the controlling stockholder and a director of Sonesta, and Ms. Clark is a director and secretary of Sonesta. Other officers of RMR serve as a director and as officers of Sonesta. Commencing on September 1, 2022, our annual lease payment will range from $986 to $1,057 over the remaining period of the lease, inclusive of certain operating costs, including a base amount for utilities and real estate taxes, which expires on May 31, 2030. The total aggregate estimated payments over the life of the lease will be approximately $7,861. Retirement and Separation Arrangements. Katherine E. Potter resigned as our President and Chief Executive Officer effective April 30, 2022. Ms. Potter will remain with the Company as an employee through December 31, 2022 in order to assist in transitioning her duties and responsibilities . In connection with Ms. Potter’s resignation, the Company entered into a separation agreement with Ms. Potter on May 2, 2022. Under the separation agreement, the Company will pay Ms. Potter $12 per month from May 2022 until December 31, 2022 and paid her a lump sum cash payment in the amount of $483 in May 2022. Provided that Ms. Potter signs and does not revoke a release of claims, and subject to the satisfaction of certain other conditions, on December 31, 2022, the Company will make an additional cash payment to Ms. Potter in the amount of $483 and will fully accelerate the vesting of any unvested common shares of the Company previously awarded to Ms. Potter as of December 31, 2022, unless that date is accelerated pursuant to the separation agreement. We recorded the full separation cost for Ms. Potter of $1,319 in the three and six months ended June 30, 2022. In connection with her retirement, on November 22, 2021, we entered into a letter agreement with Margaret Wigglesworth, our former Executive Vice President and Chief Operating Officer. Pursuant to the letter agreement, Ms. Wigglesworth continued to serve as the Executive Vice President and Chief Operating Officer through November 22, 2021, and continued to serve as our employee through December 31, 2021. Pursuant to the letter agreement, we paid Ms. Wigglesworth her current cash salary and benefits through December 31, 2021. In addition, subject to the satisfaction of certain other conditions, we made a cash payment of $404 to Ms. Wigglesworth in January 2022. For further information about these and other such relationships and certain other related person transactions, see Note 15 included in Part IV, Item 15 of our Annual Report. |