Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-16817 | |
Entity Registrant Name | ALERISLIFE INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 04-3516029 | |
Entity Address, Address Line One | Two Newton Place, 255 Washington Street, | |
Entity Address, Address Line Two | Suite 230 | |
Entity Address, City or Town | Newton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02458 | |
City Area Code | 617 | |
Local Phone Number | 796-8387 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ALR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,609,007 | |
Entity Central Index Key | 0001159281 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 79,126 | $ 66,987 |
Restricted cash and cash equivalents | 21,317 | 24,970 |
Accounts receivable, net | 9,676 | 9,244 |
Due from related person | 56,497 | 41,664 |
Debt and equity investments, of which $7,100 and $7,609 are restricted, respectively | 10,890 | 19,535 |
Prepaid expenses and other current assets | 21,817 | 24,433 |
Total current assets | 199,323 | 186,833 |
Property and equipment, net | 162,785 | 159,843 |
Operating lease right-of-use assets | 5,796 | 9,197 |
Finance lease right-of-use assets | 2,773 | 3,467 |
Restricted cash and cash equivalents | 991 | 982 |
Restricted debt and equity investments | 2,715 | 3,873 |
Other long-term assets | 8,155 | 12,082 |
Total assets | 382,538 | 376,277 |
Current liabilities: | ||
Accounts payable | 16,367 | 37,516 |
Accrued expenses and other current liabilities | 44,861 | 31,488 |
Accrued compensation and benefits | 33,413 | 34,295 |
Accrued self-insurance obligations | 26,701 | 31,739 |
Operating lease liabilities | 501 | 699 |
Finance lease liabilities | 1,351 | 872 |
Due to related persons | 2,500 | 3,879 |
Current portion of debt | 437 | 419 |
Total current liabilities | 126,131 | 140,907 |
Long-term liabilities: | ||
Accrued self-insurance obligations | 27,007 | 34,744 |
Operating lease liabilities | 5,331 | 9,366 |
Finance lease liabilities | 2,351 | 3,050 |
Long-term debt | 67,161 | 6,364 |
Other long-term liabilities | 227 | 256 |
Total long-term liabilities | 102,077 | 53,780 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $0.01: 75,000,000 shares authorized, 32,609,009 and 32,662,649 shares issued and outstanding, respectively | 326 | 327 |
Additional paid-in-capital | 462,144 | 461,298 |
Accumulated deficit | (308,107) | (281,064) |
Accumulated other comprehensive (loss) income | (33) | 1,029 |
Total shareholders’ equity | 154,330 | 181,590 |
Total liabilities and shareholders' equity | $ 382,538 | $ 376,277 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt and equity investments, restricted | $ 7,100 | $ 7,609 |
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) | 32,609,009 | 32,662,649 |
Common stock, shares outstanding (in shares) | 32,609,009 | 32,662,649 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUES | ||||
Total revenues | $ 182,659,000 | $ 225,831,000 | $ 526,925,000 | $ 753,552,000 |
Other operating income | 2,000 | 0 | 44,000 | 7,795,000 |
OPERATING EXPENSES | ||||
General and administrative | 17,015,000 | 21,817,000 | 53,205,000 | 66,956,000 |
Restructuring expenses | 1,570,000 | 1,220,000 | 1,944,000 | 16,859,000 |
Depreciation and amortization | 3,088,000 | 2,983,000 | 9,535,000 | 8,912,000 |
Total operating expenses | 189,963,000 | 232,518,000 | 549,216,000 | 776,677,000 |
Operating loss | (7,302,000) | (6,687,000) | (22,247,000) | (15,330,000) |
Interest, dividend and other income | 225,000 | 84,000 | 434,000 | 244,000 |
Interest and other expense | (1,474,000) | (507,000) | (3,757,000) | (1,379,000) |
Unrealized (loss) gain on equity investments | (1,997,000) | 22,000 | (3,679,000) | 555,000 |
Realized gain on sale of debt and equity investments | 1,573,000 | 0 | 1,528,000 | 193,000 |
Gain (loss) on termination of lease | 498,000 | (3,277,000) | 777,000 | (3,277,000) |
Loss before income taxes | (8,477,000) | (10,365,000) | (26,944,000) | (18,994,000) |
(Provision) benefit for income taxes | (31,000) | 164,000 | (99,000) | (194,000) |
Net loss | $ (8,508,000) | $ (10,201,000) | $ (27,043,000) | $ (19,188,000) |
Weighted average shares outstanding—basic (in shares) | 31,875 | 31,618 | 31,825 | 31,567 |
Weighted average shares outstanding—diluted (in shares) | 31,875 | 31,618 | 31,825 | 31,567 |
Net loss per share—basic (in dollars per share) | $ (0.27) | $ (0.32) | $ (0.85) | $ (0.61) |
Net loss per share—diluted (in dollars per share) | $ (0.27) | $ (0.32) | $ (0.85) | $ (0.61) |
Total management and operating revenues | ||||
REVENUES | ||||
Total revenues | $ 41,537,000 | $ 42,922,000 | $ 119,704,000 | $ 140,140,000 |
Lifestyle services | ||||
REVENUES | ||||
Total revenues | 14,546,000 | 15,382,000 | 43,330,000 | 52,388,000 |
OPERATING EXPENSES | ||||
Cost of revenues | 14,562,000 | 13,536,000 | 42,112,000 | 45,414,000 |
Residential | ||||
REVENUES | ||||
Total revenues | 17,514,000 | 16,320,000 | 48,994,000 | 49,755,000 |
Residential management fees | ||||
REVENUES | ||||
Total revenues | 9,477,000 | 11,220,000 | 27,380,000 | 37,997,000 |
Reimbursed community-level costs incurred on behalf of managed communities | ||||
REVENUES | ||||
Total revenues | 137,768,000 | 177,231,000 | 396,352,000 | 585,662,000 |
OPERATING EXPENSES | ||||
Cost of revenues | 137,768,000 | 177,231,000 | 396,352,000 | 585,662,000 |
Other reimbursed expenses | ||||
REVENUES | ||||
Total revenues | 3,354,000 | 5,678,000 | 10,869,000 | 27,750,000 |
Residential wages and benefits | ||||
OPERATING EXPENSES | ||||
Cost of revenues | 10,156,000 | 8,547,000 | 27,942,000 | 30,456,000 |
Other residential operating expenses | ||||
OPERATING EXPENSES | ||||
Cost of revenues | $ 5,804,000 | $ 7,184,000 | $ 18,126,000 | $ 22,418,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,508) | $ (10,201) | $ (27,043) | $ (19,188) |
Other comprehensive loss: | ||||
Unrealized loss on debt investments, net of tax of $0 | (282) | (67) | (1,066) | (317) |
Realized loss (gain) on debt investments reclassified and included in net loss, net of tax of $0 | 3 | 0 | 4 | (18) |
Other comprehensive loss | (279) | (67) | (1,062) | (335) |
Comprehensive loss | $ (8,787) | $ (10,268) | $ (28,105) | $ (19,523) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax on unrealized gain (loss) on debt investments | $ 0 | $ 0 | $ 0 | $ 0 |
Tax on realized loss on debt investments | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 31,679,207 | ||||
Beginning balance at Dec. 31, 2020 | $ 210,532 | $ 317 | $ 460,038 | $ (251,139) | $ 1,316 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 3,315 | 3,315 | |||
Unrealized loss on debt investments, net of tax | (294) | (294) | |||
Grants under share award plan and share-based compensation | 76 | 76 | |||
Repurchases and forfeitures under share award plan (in shares) | (2,778) | ||||
Repurchases and forfeitures under share award plan | (1) | (1) | |||
Ending balance (in shares) at Mar. 31, 2021 | 31,676,429 | ||||
Ending balance at Mar. 31, 2021 | 213,628 | $ 317 | 460,113 | (247,824) | 1,022 |
Beginning balance (in shares) at Dec. 31, 2020 | 31,679,207 | ||||
Beginning balance at Dec. 31, 2020 | 210,532 | $ 317 | 460,038 | (251,139) | 1,316 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (19,188) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 31,753,484 | ||||
Ending balance at Sep. 30, 2021 | 191,767 | $ 318 | 460,798 | (270,330) | 981 |
Beginning balance (in shares) at Mar. 31, 2021 | 31,676,429 | ||||
Beginning balance at Mar. 31, 2021 | 213,628 | $ 317 | 460,113 | (247,824) | 1,022 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (12,302) | (12,302) | |||
Unrealized loss on debt investments, net of tax | 44 | 44 | |||
Realized loss on debt investments reclassified and included in net loss, net of tax | (18) | (18) | |||
Grants under share award plan and share based compensation (in shares) | 87,500 | ||||
Grants under share award plan and share-based compensation | 638 | $ 1 | 637 | ||
Repurchases and forfeitures under share award plan (in shares) | (2,801) | ||||
Repurchases and forfeitures under share award plan | (16) | (13) | (3) | ||
Ending balance (in shares) at Jun. 30, 2021 | 31,761,128 | ||||
Ending balance at Jun. 30, 2021 | 201,974 | $ 318 | 460,737 | (260,129) | 1,048 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (10,201) | (10,201) | |||
Unrealized loss on debt investments, net of tax | (67) | (67) | |||
Grants under share award plan and share-based compensation | 76 | 76 | |||
Repurchases and forfeitures under share award plan (in shares) | (7,644) | ||||
Repurchases and forfeitures under share award plan | (15) | (15) | |||
Ending balance (in shares) at Sep. 30, 2021 | 31,753,484 | ||||
Ending balance at Sep. 30, 2021 | $ 191,767 | $ 318 | 460,798 | (270,330) | 981 |
Beginning balance (in shares) at Dec. 31, 2021 | 32,662,649 | 32,662,649 | |||
Beginning balance at Dec. 31, 2021 | $ 181,590 | $ 327 | 461,298 | (281,064) | 1,029 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (9,730) | (9,730) | |||
Unrealized loss on debt investments, net of tax | (494) | (494) | |||
Realized loss on debt investments reclassified and included in net loss, net of tax | 3 | 3 | |||
Grants under share award plan and share-based compensation | 193 | 193 | |||
Repurchases and forfeitures under share award plan (in shares) | (111,754) | ||||
Repurchases and forfeitures under share award plan | (24) | $ (1) | (23) | ||
Ending balance (in shares) at Mar. 31, 2022 | 32,550,895 | ||||
Ending balance at Mar. 31, 2022 | $ 171,538 | $ 326 | 461,468 | (290,794) | 538 |
Beginning balance (in shares) at Dec. 31, 2021 | 32,662,649 | 32,662,649 | |||
Beginning balance at Dec. 31, 2021 | $ 181,590 | $ 327 | 461,298 | (281,064) | 1,029 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | $ (27,043) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 32,609,009 | 32,609,009 | |||
Ending balance at Sep. 30, 2022 | $ 154,330 | $ 326 | 462,144 | (308,107) | (33) |
Beginning balance (in shares) at Mar. 31, 2022 | 32,550,895 | ||||
Beginning balance at Mar. 31, 2022 | 171,538 | $ 326 | 461,468 | (290,794) | 538 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (8,805) | (8,805) | |||
Unrealized loss on debt investments, net of tax | (290) | (290) | |||
Realized loss on debt investments reclassified and included in net loss, net of tax | (2) | (2) | |||
Grants under share award plan and share based compensation (in shares) | 87,500 | ||||
Grants under share award plan and share-based compensation | 570 | 570 | |||
Ending balance (in shares) at Jun. 30, 2022 | 32,638,395 | ||||
Ending balance at Jun. 30, 2022 | 163,011 | $ 326 | 462,038 | (299,599) | 246 |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (8,508) | (8,508) | |||
Unrealized loss on debt investments, net of tax | (282) | (282) | |||
Realized loss on debt investments reclassified and included in net loss, net of tax | 3 | 3 | |||
Grants under share award plan and share-based compensation | 123 | 123 | |||
Repurchases and forfeitures under share award plan (in shares) | (29,386) | ||||
Repurchases and forfeitures under share award plan | $ (17) | (17) | |||
Ending balance (in shares) at Sep. 30, 2022 | 32,609,009 | 32,609,009 | |||
Ending balance at Sep. 30, 2022 | $ 154,330 | $ 326 | $ 462,144 | $ (308,107) | $ (33) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (27,043) | $ (19,188) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 9,535 | 8,912 |
Unrealized loss (gain) on equity investments | 3,679 | (555) |
Realized gain on sale of debt and equity investments | (1,528) | (193) |
Gain on termination of lease | (777) | (408) |
Long-lived asset impairment | 24 | 890 |
Share-based compensation | 845 | 761 |
Provision for losses on accounts receivables | 438 | 1,432 |
Other non-cash (income) expense adjustments, net | 571 | 652 |
Changes in assets and liabilities: | ||
Accounts receivable | (870) | (975) |
Due from related person | (14,833) | 63,142 |
Prepaid expenses and other current and long term assets | 6,076 | 2,175 |
Accounts payable | (18,142) | (7,014) |
Accrued expenses and other current liabilities | 12,313 | (10,387) |
Accrued compensation and benefits | (882) | (32,471) |
Due to related persons | (1,379) | (3,172) |
Other current and long term liabilities | (12,670) | (1,801) |
Net cash (used in) provided by operating activities | (44,643) | 1,800 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (13,201) | (7,350) |
Purchases of debt and equity investments | (1,334) | (231) |
Proceeds from sale of debt and equity investments | 7,824 | 2,035 |
Net cash used in investing activities | (6,711) | (5,546) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Net proceeds from borrowings | 60,563 | 0 |
Repayments of borrowings | (327) | (308) |
Repayments of finance lease principal | (387) | (600) |
Payment of employee tax obligations on withheld shares | 0 | (3) |
Net cash provided by (used in) financing activities | 59,849 | (911) |
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 8,495 | (4,657) |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 92,939 | 109,597 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 101,434 | 104,940 |
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents: | ||
Cash and cash equivalents | 79,126 | 80,188 |
Current restricted cash and cash equivalents | 21,317 | 23,615 |
Other restricted cash and cash equivalents | 991 | 1,137 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 101,434 | 104,940 |
Supplemental cash flow information: | ||
Interest paid | 2,863 | 597 |
Income taxes paid, net | 49 | 436 |
Operating lease payments | 724 | 6,388 |
Financing lease interest payments | 207 | 255 |
Non-cash investing and financing activities: | ||
Decrease in accrued capital | 1,935 | 558 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ (2,991) | $ 9,746 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization General. AlerisLife Inc., collectively with its consolidated subsidiaries, the Company, we, us or our, is a holding company incorporated in Maryland. Substantially all of our business is conducted by our two segments: (i) our residential segment through our Five Star Senior Living, or Five Star, brand and (ii) our lifestyle services segment primarily through our Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, brands, as well as Windsong Home Health. The accompanying condensed consolidated financial statements of the Company are unaudited. Certain information and disclosures required by the rules and regulations of the Securities and Exchange Commission, or SEC, and the U.S. Generally Accepted Accounting Principles, or GAAP, for complete financial statements have been condensed or omitted pursuant to SEC rules and regulations related to interim financial statements. We believe the disclosures made are adequate to make the information presented not misleading. As of September 30, 2022, through our residential segment, we owned and operated or managed, 140 senior living communities located in 28 states with 19,973 living units, including 10,422 independent living apartments and 9,551 assisted living suites, which includes 1,817 Bridge to Rediscovery memory care units. We managed 120 of these senior living communities (17,889 living units) for Diversified Healthcare Trust, or DHC, and owned 20 of these senior living communities (2,084 living units). The foregoing numbers exclude living units categorized as out of service. Our lifestyle services segment provides a comprehensive suite of lifestyle services including Ageility rehabilitation and fitness, Windsong Home Health and other home based, concierge services at senior living communities we own and operate or manage as well as at unaffiliated senior living communities. As of September 30, 2022, Ageility operated eight inpatient rehabilitation clinics in senior living communities owned by DHC that are not operated by Five Star. As of September 30, 2022, Ageility operated 203 outpatient rehabilitation locations, of which 109 were located at Five Star operated senior living communities and 94 were located within senior living communities not operated by Five Star. The accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021, or Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Estimates and Assumptions. The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances and implicit price concessions, recoverability of long-lived assets, self-insurance reserves and estimates concerning our provision for income taxes or valuation allowance related to deferred tax assets. 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 condensed consolidated financial statements in the period that they are determined. There have been no changes to our significant accounting policies disclosed in our Annual Report. See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report. Recently Issued Accounting Pronouncements Not Yet Adopted. In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 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 smaller reporting companies, such as us, and clarifies that receivables arising from operating leases are not in the scope of this ASU. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326 , Financial Instruments-Credit Losses , which clarifies guidance around how to report expected recoveries. Entities will apply the provisions of the ASU as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for smaller reporting companies, like us, for reporting periods beginning after December 15, 2022. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. |
Revenue and Other Operating Inc
Revenue and Other Operating Income | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Other Operating Income | Revenue and Other Operating Income The following tables present revenue from contracts by segment with customers disaggregated by type of payer, as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors: Three Months Ended September 30, 2022 Residential Lifestyle Services Total Private payer $ 17,263 $ 134 $ 17,397 Medicare and Medicaid programs 242 9,795 10,037 Other third-party payer programs 9 4,617 4,626 Residential management fees 9,477 (1) — 9,477 Reimbursed community-level costs incurred on behalf of managed communities 137,768 (1) — 137,768 Other reimbursed expenses 3,354 (1) — 3,354 Total revenues $ 168,113 $ 14,546 $ 182,659 ______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. Three Months Ended September 30, 2021 Residential Lifestyle Services Total Private payer $ 16,032 $ 293 $ 16,325 Medicare and Medicaid programs 288 10,073 10,361 Other third-party payer programs — 5,016 5,016 Residential management fees 11,220 (1) — 11,220 Reimbursed community-level costs incurred on behalf of managed communities 177,231 (1) — 177,231 Other reimbursed expenses 5,678 (1) (2) — 5,678 Total revenues $ 210,449 $ 15,382 $ 225,831 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $813 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the three months ended September 30, 2021 . Nine Months Ended September 30, 2022 Residential Lifestyle Services Total Private payer $ 48,192 $ 369 $ 48,561 Medicare and Medicaid programs 752 28,598 29,350 Other third-party payer programs 50 14,363 14,413 Residential management fees 27,380 (1) — 27,380 Reimbursed community-level costs incurred on behalf of managed communities 396,352 (1) — 396,352 Other reimbursed expenses 10,869 (1) (2) — 10,869 Total revenues $ 483,595 $ 43,330 $ 526,925 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $476 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 Residential Lifestyle Services Total Private payer $ 48,935 $ 805 $ 49,740 Medicare and Medicaid programs 820 31,433 32,253 Other third-party payer programs — 20,150 20,150 Residential management fees 37,997 (1) — 37,997 Reimbursed community-level costs incurred on behalf of managed communities 585,662 (1) — 585,662 Other reimbursed expenses 27,750 (1) (2) — 27,750 Total revenues $ 701,164 $ 52,388 $ 753,552 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $12,344 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2021. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We do not allocate assets to operating segments and, therefore, no asset information is provided for reportable segments. Certain of our general and administrative expenses incurred at our corporate office are deemed centralized services and allocated amongst operating segments. Centralized services are largely determined by job function and allocated by percentage of each community's and clinic's gross reve nues. Results of operations and selected financial information by reportable segment and the reconciliation to the condensed consolidated financial statements are as follows: Three Months Ended September 30, 2022 Residential Lifestyle Services Corporate and Other (1) Total Revenues $ 168,113 $ 14,546 $ — $ 182,659 Other operating income 2 — — 2 Operating expenses 159,451 14,672 15,840 189,963 Operating income (loss) 8,664 (126) (15,840) (7,302) Allocated corporate and other costs (8,885) (654) 9,539 — Other loss, net (400) — (775) (1,175) Loss before income taxes (621) (780) (7,076) (8,477) Provision for income taxes — — (31) (31) Net loss $ (621) $ (780) $ (7,107) $ (8,508) _______________________________________ (1) As more fully described in Note 17, the corporate and other segment recognized $1,568 of restructuring expenses in the three months ended September 30, 2022. Three Months Ended September 30, 2021 Residential (1) Lifestyle Services (2) Corporate and Other (3) Total Revenues $ 210,449 $ 15,382 $ — $ 225,831 Operating expenses 200,570 13,349 18,599 232,518 Operating income (loss) 9,879 2,033 (18,599) (6,687) Allocated corporate and other costs (10,388) (770) 11,158 — Other loss, net (3,202) — (476) (3,678) (Loss) income before income taxes (3,711) 1,263 (7,917) (10,365) Benefit for income taxes — — 164 164 Net (loss) income $ (3,711) $ 1,263 $ (7,753) $ (10,201) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $813 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the three months ended September 30, 2021. (2) As more fully described in Note 17, the lifestyle services segment recognized $(310) of restructuring expenses in the three months ended September 30, 2021. (3) As more fully described in Note 17, the corporate and other segment recognized $717 of restructuring expenses in the three months ended September 30, 2021. Nine Months Ended September 30, 2022 Residential (1) Lifestyle Services Corporate and Other (2) Total Revenues $ 483,595 $ 43,330 $ — $ 526,925 Other operating income 44 — — 44 Operating expenses 460,111 42,444 46,661 549,216 Operating income (loss) 23,528 886 (46,661) (22,247) Allocated corporate and other costs (25,566) (2,166) 27,732 — Other loss, net (2,179) — (2,518) (4,697) Loss before income taxes (4,217) (1,280) (21,447) (26,944) Provision for income taxes — — (99) (99) Net loss $ (4,217) $ (1,280) $ (21,546) $ (27,043) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $476 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2022. (2) As more fully described in Note 17, the corporate and other segment recognized $1,468 of restructuring expenses in the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 Residential (1) Lifestyle Services (2) Corporate and Other (3) Total Revenues $ 701,164 $ 52,388 $ — $ 753,552 Other operating income 7,776 19 — 7,795 Operating expenses 671,991 47,204 57,482 776,677 Operating income (loss) 36,949 5,203 (57,482) (15,330) Allocated corporate and other costs (34,811) (2,621) 37,432 — Other loss, net (2,557) — (1,107) (3,664) (Loss) income before income taxes (419) 2,582 (21,157) (18,994) Provision for income taxes — — (194) (194) Net (loss) income $ (419) $ 2,582 $ (21,351) $ (19,188) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $12,344 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2021. (2) As more fully described in Note 17, the lifestyle services segment recognized $1,410 of restructuring expenses in the nine months ended September 30, 2021. (3) As more fully described in Note 17, the corporate and other segment recognized $3,105 of restructuring expenses in the nine months ended September 30, 2021. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consist of the following: September 30, 2022 December 31, 2021 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 212,155 207,333 Furniture, fixtures and equipment 69,017 62,606 Property and equipment, at cost 293,327 282,094 Less: accumulated depreciation (130,542) (122,251) Property and equipment, net $ 162,785 $ 159,843 On September 30, 2021, we terminated our lease for the four communities that we leased from Healthpeak Properties, Inc., or PEAK. Under the terms of the termination agreements, we recorded a loss on lease termination of $3,277. Included in the calculation of the loss on lease termination was the derecognition of $1,173 of all property and equipment at the four previously leased communities. The loss was the aggregate of the lease termination fee of $3,100, other obligations of $548, legal transaction costs of $37, the net derecognition carrying amounts of our right of use asset of $16,055, and leasehold improvements and other fixed assets of $1,173, partially offset by the remaining lease obligations of $17,636. On April 4, 2021, a fire at one of the four senior living communities that we previously leased from PEAK caused extensive damage to the community. As a result, we recorded an impairment on certain furniture, fixtures and building improvements for the nine months ended September 30, 2021 of $890, which is recorded in other residential expenses in the condensed consolidated statement of operations. Insurance proceeds received for property damages to the previously leased community caused by the fire of $1,500 were subsequently transferred to PEAK. We recorded depreciation expense relating to our property and equipment of $2,849 and $2,692 for the three months ended September 30, 2022 and 2021, respectively, and $8,291 and $8,082 for the nine months ended September 30, 2022 and 2021, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomeAccumulated other comprehensive (loss) income of ($33) and $1,029 as of September 30, 2022 and December 31, 2021, respectively, represents the unrealized gains and losses of our debt investments, net of tax. The cost of debt investments sold and for which realized gains and losses are reclassified and included in net loss are determined on a specific identification basis. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recognized a provision for income taxes of $31 and $99 for the three and nine months ended September 30, 2022, respectively, and a benefit for income taxes of $164 and provision for income taxes of $194 for the three and nine months ended September 30, 2021, respectively. The provision and benefit for income taxes for the three and nine months ended September 30, 2022 and 2021 is related to state income taxes. We previously determined it was more likely than not that as a result of our recurring net operating losses and forecasted net operating losses a majority of our net deferred tax assets would not be realized and concluded that a valuation allowance was required, which eliminated the majority of our net deferred tax assets recorded in our condensed consolidated balance sheets. 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. When applicable, net income (loss) per share—diluted reflects the more dilutive earnings per share using the weighted average number of our common shares calculated using the two-class method, or the treasury stock method. The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted net loss per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average shares outstanding—basic 31,875 31,618 31,825 31,567 Effect of dilutive securities: unvested share awards — — — — Weighted average shares outstanding—diluted (1) 31,875 31,618 31,825 31,567 _______________________________________ (1) For the three months ended September 30, 2022 and 2021, 1,433 and 157 of our unvested common shares were not included in the calculation of net loss per share—diluted because to do so would have been anti-dilutive. For the nine months ended September 30, 2022 and 2021, 1,218 and 146, respectively, of our unvested common shares were not included in the calculation of the net loss per share—diluted because to do so would have been antidilutive. |
Fair Values of Assets and Liabi
Fair Values of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Assets and Liabilities | Fair Values of Assets and Liabilities Recurring Fair Value Measures The tables below present certain of our assets measured at fair value at September 30, 2022 and December 31, 2021, categorized by the level of input used in the valuation of each asset. As of September 30, 2022 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 36,548 $ 36,548 $ — $ — Investments: Total equity investments (2) 5,937 5,937 — — Total debt investments (3) 7,668 3,192 4,476 — Total investments 13,605 9,129 4,476 — Total $ 50,153 $ 45,677 $ 4,476 $ — As of December 31, 2021 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 26,417 $ 26,417 $ — $ — Investments: Total equity investments (2) 13,033 6,980 6,053 — Total debt investments (3) 10,375 4,612 5,763 — Total investments 23,408 11,592 11,816 — Total $ 49,825 $ 38,009 $ 11,816 $ — ______________________________________ (1) Cash equivalents consist of short-term, highly liquid investments and money market funds held primarily for obligations arising from our self-insurance programs. Cash equivalents are reported in our condensed consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $19,766 and $23,546 of balances that were restricted at September 30, 2022 and December 31, 2021, respectively. In addition to the cash equivalents of $36,548 and $26,417 at September 30, 2022 and December 31, 2021, respectively, reflected above, there were cash balances of $62,344 and $64,116 and restricted cash balances of $2,542 and $2,406 at September 30, 2022 and December 31, 2021, respectively. (2) The fair value of our equity investments is readily determinable. During the nine months ended September 30, 2022 and 2021, we received gross proceeds of $6,804 and $741, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $1,646 and $175, respectively, and gross realized losses totaling $114 and $0, respectively. (3) As of September 30, 2022, our debt investments, which are classified as available for sale, had a fair value of $7,668 with an amortized cost of $8,438; the difference between the fair value and amortized cost amounts resulted from net unrealized losses of $770, inclusive of unrealized gains of $2. As of December 31, 2021, our debt investments had a fair value of $10,375 with an amortized cost of $10,079; the difference between the fair value and amortized cost amounts resulted from net unrealized gains of $296, inclusive of unrealized losses of $10. Debt investments include $6,055 and $6,907 of balances that were restricted as of September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, 87 debt investments we held, with a fair value of $6,925, had been in a loss position for less than 12 months and one of the debt investments we held, with a fair value of $45, had 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 as of September 30, 2022, we do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery, and other factors that support our conclusion that the loss is temporary. During the nine months ended September 30, 2022 and 2021, we received gross proceeds of $1,020 and $1,294, respectively, in connection with the sales of debt investments and recorded gross realized losses of $5 and $0, respectively, and gross realized gains of $1 and $18, respectively. We record gains and losses on the sales of these investments using the specific identification method. The amortized cost basis and fair value of available for sale debt securities at September 30, 2022, by contractual maturity, are shown below: Amortized Cost Fair Value Due in one year or less $ 976 $ 973 Due after one year through five years 4,004 3,768 Due after five years through ten years 2,446 2,112 Due after ten years 1,012 815 Total $ 8,438 $ 7,668 Our financial assets (which include cash equivalents and investments) have been valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third-party pricing services or other market observable data. During the nine months ended September 30, 2022, 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. The carrying value of accounts receivable and accounts payable approximates fair value as of September 30, 2022 and December 31, 2021. The carrying value and fair value of our debt was $67,598 and $57,463, respectively, as of September 30, 2022 and $6,783 and $7,689, respectively, as of December 31, 2021. These are categorized in Level 3 of the fair value hierarchy. We estimate the fair value of our debt by using discounted cash flow analyses and currently prevailing market terms as of the measurement date. Non-Recurring Fair Value Measures We review the carrying value of our long-lived assets, including our right-of-use assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness On January 27, 2022, certain of our subsidiaries entered into a credit and security agreement, or the Credit Agreement, with MidCap Funding VIII Trust as administrative agent and a lender, or MidCap. Under the terms of the Credit Agreement, we entered into a $95,000 senior secured term loan, or the Loan, $63,000 of which was funded upon effectiveness of the Credit Agreement, including approximately $3,200 in closing costs. The remaining proceeds include $12,000 for capital improvements at senior living communities we own and an opportunity for another $20,000 that is available to us upon achieving certain financial targets. Certain of our subsidiaries are borrowers under the Credit Agreement and we and one of our subsidiaries provided a payment guarantee of up to $40,000 of the obligations under the Credit Agreement as well as non-recourse carve-outs. The guaranty is evidenced by a Guaranty and Security Agreement, or the Guaranty Agreement, made by us and one of our subsidiaries in favor of MidCap. Pursuant to the Guaranty Agreement, our subsidiary granted MidCap a security interest on all of the assets of the subsidiary. The Guaranty Agreement requires us and our subsidiary to comply with various covenants, including restricting our ability to make distributions to shareholders. The Loan is secured by real estate mortgages on 14 senior living communities owned by us, our assets and certain related collateral. The maturity date of the Loan is January 27, 2025. Subject to the payment of an extension fee of 35 basis points and meeting certain other conditions, we may elect to extend the stated maturity date of the Loan for two one year periods. We are required to pay interest on outstanding amounts at an annual base rate of the Secured Overnight Financing Rate, or SOFR, plus a term SOFR adjustment of 11 basis points (subject to a minimum base rate of 50 basis points) plus 450 basis points. The Credit Agreement requires interest only payments for the first two years and requires mandatory prepayment of the Loan on account of certain events of default. Voluntary prepayments made within 18 months of the effective date of the Loan will be subject to a prepayment fee equal to the greater of the present value of remaining interest payments relating to the principal amount being repaid or 0.50% of the outstanding balance of the Loan as of the date of prepayment. The Loan may thereafter be voluntarily prepaid without premium or penalty. We will be required to pay an exit fee between 1.0% and 1.5%, subject to the conditions set forth in the Credit Agreement, upon any prepayment of the Loan, which would be in addition to any prepayment fees that may be payable. The Loan provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, including a change of control of us, as defined in the Credit Agreement. The default rate of interest is 5.0% per annum in excess of the rate otherwise payable under the Credit Agreement. The Credit Agreement also contains a number of financial and other covenants including covenants that restrict a borrower's ability to incur indebtedness or to pay or make distributions under certain circumstances and requires us to maintain a debt yield percentage ranging from 3.0% to 7.5% beginning March 31, 2023 and a debt service coverage ratio ranging from 1.15:1.00 to 1.25:1.00 beginning September 30, 2023. The Credit Agreement also contains certain representations and warranties and reporting obligations. The annual interest rate on the Loan as of September 30, 2022 was 7.7%. We incurred aggregate interest expense related to our Loan of $1,288 and $3,067 for the three and nine months ended September 30, 2022, respectively. The Loan replaced our $65,000 secured revolving credit facility, the Credit Facility, which was governed by a credit agreement with a syndicate of lenders, and was scheduled to expire on June 12, 2022, before it was terminated on January 27, 2022. No borrowings were outstanding under the Credit Facility at the time we entered into the Credit Agreement. We were required to pay a quarterly commitment fee of 0.35% per annum on the unused portion of the available capacity under our Credit Facility. We also had a letter of credit issued under the Credit Facility which was terminated when we replaced the Credit Facility with the Loan. We incurred aggregate interest expense related to our Credit Facility of $0 and $108 for the three months ended September 30, 2022 and 2021, respectively, and $28 and $566 for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022, one of our senior living communities was encumbered by a mortgage note. This mortgage note contains standard mortgage covenants. We recorded a discount in connection with the assumption of this mortgage note as part of our acquisition of the senior living community secured by this mortgage in order to record this mortgage note at its then estimated fair value. We amortize this discount as an increase in interest expense until the maturity of this mortgage note. This mortgage note requires payments of principal and interest monthly until maturity. The following table is a summary of this mortgage note as of September 30, 2022: Balance as of September 30, 2022 Contractual Stated Effective Maturity Date Monthly Lender Type $ 6,659 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $184. We incurred interest expense, net of discount amortization, of $111 and $119 with respect to the mortgage note for the three months ended September 30, 2022 and 2021, respectively, and $339 and $359 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the required principal payments due during the next five years and thereafter under the terms of our mortgage note and Loan are as follows: Year Mortgage Loan Principal Payment Total 2022 $ 113 $ — $ 113 2023 469 — 469 2024 498 1,191 1,689 2025 531 61,809 62,340 2026 565 — 565 Thereafter 4,483 — 4,483 Total 6,659 63,000 69,659 Less: Unamortized net discount and issuance costs (184) (1,877) (2,061) Total debt 6,475 61,123 67,598 Less: Current portion of debt (437) — (437) Long-term debt $ 6,038 $ 61,123 $ 67,161 At September 30, 2022, we had one irrevocable standby letter of credit outstanding, totaling $23,850. This letter of credit, which secures our workers' compensation insurance program, is collateralized by $19,159 of cash equivalents and $4,691 of debt and equity investments. This letter of credit expires in June 2023 and is automatically extended for one-year terms unless notice of nonrenewal is provided prior to the end of the applicable term. At September 30, 2022, the cash equivalents collateralizing this letter of credit are classified as current restricted cash and cash equivalents in our condensed consolidated balance sheets, and the debt and equity investments collateralizing this letter of credit are classified as current restricted debt and equity investments in our condensed consolidated balance sheets. We believe we were in compliance with all applicable covenants under our Loan and mortgage note as of September 30, 2022. |
Management Agreements with DHC
Management Agreements with DHC | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Management Agreements with DHC | Management Agreements with DHC We manage for DHC most of the senior living communities that we operate. 2021 Amendments to our Management Arrangements with DHC. As part of the implementation of the repositioning of our residential management business, on June 9, 2021, we and DHC entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that we 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. The principal changes to the management arrangements included: • We agreed to cooperate with DHC to transition the operations for 107 senior living communities owned by DHC with approximately 7,400 living units that we then managed to other third party managers and to close one senior living community with approximately 100 living units, without payment of any termination fee to us; • DHC no longer has the right to sell up to an additional $682,000 of senior living communities managed by us and terminate our management of those senior living 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 number of senior living 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% (rather than 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 continue to manage for DHC 119 of the 120 senior living communities that were incorporated under the Master Management Agreement as of June 9, 2021 (the management for one active adult community with 169 living units was terminated by mutual agreement effective October 31, 2022); • We closed the 27 skilled nursing units in continuing care retirement communities, or CCRCs, that we continue to manage for DHC as independent or assisted living communities, which had 1,532 living units; • The incentive fee that we may earn in any calendar year for the senior living communities that we continue to manage for DHC will no longer be subject to a cap, 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 through mid-2026; • The RMR Group LLC, or RMR, assumed oversight of major community renovation or repositioning activities at the senior living communities that we 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 have the right to extend the term for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, we receive a management fee equal to 5% of the gross revenues realized at the applicable senior living communities plus reimbursement for our direct costs and expenses related to such communities. We also receive 3% of construction costs for construction projects we manage at the senior living communities we manage. We may also receive an annual incentive fee equal to 15% of the amount by which the annual EBITDA of all senior living communities on a combined basis exceeds the target EBITDA for all senior living communities on a combined basis for such calendar year. The target EBITDA for those senior living communities on a combined basis is increased annually based on the greater of the annual increase of the Consumer Price Index, or CPI, or 2%, plus 6% of any capital investments funded at the managed senior living communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2%. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee. The Master Management Agreement expires in 2036, subject to our right to extend for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, DHC will have the right to terminate up to 10% of the senior living communities, based on total revenues per year for failure to meet 80% of a target EBITDA for the applicable period. As part of the repositioning of our residential management business, we transitioned the management of 107 senior living communities that we managed for DHC with approximately 7,400 living units to new operators during the third and fourth quarters of 2021, of which 69 senior living communities with approximately 4,800 living units were transitioned during the three months ended September 30, 2021. We closed one senior living community with approximately 100 living units that we managed for DHC in February 2022. We also closed all 1,532 skilled nursing facility, or SNF, living units within the 27 CCRC communities, of which 1,473 and 59 living units were closed during the 2021 second and third quarters, respectively. For the three and nine months ended September 30, 2021, we recognized $2,710 and $12,329, respectively, of residential management fees related to the management of these senior living communities and living units. As of September 30, 2022 and 2021, we managed 120 and 159 senior living communities, respectively, for DHC. We earned residential management fees of $8,497 and $10,418 from the senior living communities we managed for DHC for the three months ended September 30, 2022 and 2021, respectively, and $24,713 and $35,437 for the nine months ended September 30, 2022 and 2021, respectively. In addition, we earned fees for our management of capital expenditure projects at the senior living communities we managed for DHC of $876 and $702 for the three months ended September 30, 2022 and 2021, respectively, and $2,363 and $2,251 for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in residential management fees in our condensed consolidated statements of operations. Effective October 31, 2022, the management for one active adult community that DHC owns in Plano, Texas was terminated by mutual agreement. We earned total management fees relating to that community of $61 and $54 for the three months ended September 30, 2022 and 2021, respectively, and $175 and $154 for the nine months ended September 30, 2022 and 2021, respectively. DHC paid us a termination fee of approximately $350 in connection with the termination of our management of this active adult community. We also provide lifestyle services to residents at some of the senior living communities we manage for DHC, such as rehabilitation and wellness services. At senior living communities we manage for 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 previously managed for DHC where we currently provide or previously provided 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 $1,590 and $1,508 for the three months ended September 30, 2022 and 2021, respectively, and $5,242 and $9,579 for the nine months ended September 30, 2022 and 2021, respectively, for lifestyle services we provided at senior living communities we previously managed for DHC and that were payable by DHC. These amounts are included in lifestyle services revenues in our condensed consolidated statements of operations. We earned residential management fees of $104 and $100 for the three months ended September 30, 2022 and 2021, respectively, and $304 and $309 for the nine months ended September 30, 2022 and 2021, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in residential management fees in our condensed consolidated statements of operations. Included in accrued expenses and other current liabilities and accrued compensation and benefits on our condensed consolidated balance sheets are $28,747 and $21,352, respectively, at September 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. See Note 1 to our Consolidated Financial Statements included in Part IV, Item 5 of our Annual Report for additional information about our management agreements with DHC. We previously leased four senior living communities from PEAK. On September 30, 2021, we and PEAK terminated our leases for all four communities that we leased from PEAK. These four communities had approximately 200 living units and had residential revenues of $1,457 and lease expense of $724 for the three months ended September 30, 2021, and residential revenues of $4,893 and lease expense of $2,185 for the nine months ended September 30, 2021. As of October 1, 2021, the PEAK senior living communities were no longer part of our residential operations. For further information about our PEAK lease termination, see Note 11 included in Part IV, Item 15 of our Annual Report. |
Senior Living Communities Lease
Senior Living Communities Leased from Healthpeak Properties, Inc. | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Senior Living Communities Leased from Healthpeak Properties, Inc. | Management Agreements with DHC We manage for DHC most of the senior living communities that we operate. 2021 Amendments to our Management Arrangements with DHC. As part of the implementation of the repositioning of our residential management business, on June 9, 2021, we and DHC entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that we 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. The principal changes to the management arrangements included: • We agreed to cooperate with DHC to transition the operations for 107 senior living communities owned by DHC with approximately 7,400 living units that we then managed to other third party managers and to close one senior living community with approximately 100 living units, without payment of any termination fee to us; • DHC no longer has the right to sell up to an additional $682,000 of senior living communities managed by us and terminate our management of those senior living 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 number of senior living 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% (rather than 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 continue to manage for DHC 119 of the 120 senior living communities that were incorporated under the Master Management Agreement as of June 9, 2021 (the management for one active adult community with 169 living units was terminated by mutual agreement effective October 31, 2022); • We closed the 27 skilled nursing units in continuing care retirement communities, or CCRCs, that we continue to manage for DHC as independent or assisted living communities, which had 1,532 living units; • The incentive fee that we may earn in any calendar year for the senior living communities that we continue to manage for DHC will no longer be subject to a cap, 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 through mid-2026; • The RMR Group LLC, or RMR, assumed oversight of major community renovation or repositioning activities at the senior living communities that we 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 have the right to extend the term for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, we receive a management fee equal to 5% of the gross revenues realized at the applicable senior living communities plus reimbursement for our direct costs and expenses related to such communities. We also receive 3% of construction costs for construction projects we manage at the senior living communities we manage. We may also receive an annual incentive fee equal to 15% of the amount by which the annual EBITDA of all senior living communities on a combined basis exceeds the target EBITDA for all senior living communities on a combined basis for such calendar year. The target EBITDA for those senior living communities on a combined basis is increased annually based on the greater of the annual increase of the Consumer Price Index, or CPI, or 2%, plus 6% of any capital investments funded at the managed senior living communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2%. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee. The Master Management Agreement expires in 2036, subject to our right to extend for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, DHC will have the right to terminate up to 10% of the senior living communities, based on total revenues per year for failure to meet 80% of a target EBITDA for the applicable period. As part of the repositioning of our residential management business, we transitioned the management of 107 senior living communities that we managed for DHC with approximately 7,400 living units to new operators during the third and fourth quarters of 2021, of which 69 senior living communities with approximately 4,800 living units were transitioned during the three months ended September 30, 2021. We closed one senior living community with approximately 100 living units that we managed for DHC in February 2022. We also closed all 1,532 skilled nursing facility, or SNF, living units within the 27 CCRC communities, of which 1,473 and 59 living units were closed during the 2021 second and third quarters, respectively. For the three and nine months ended September 30, 2021, we recognized $2,710 and $12,329, respectively, of residential management fees related to the management of these senior living communities and living units. As of September 30, 2022 and 2021, we managed 120 and 159 senior living communities, respectively, for DHC. We earned residential management fees of $8,497 and $10,418 from the senior living communities we managed for DHC for the three months ended September 30, 2022 and 2021, respectively, and $24,713 and $35,437 for the nine months ended September 30, 2022 and 2021, respectively. In addition, we earned fees for our management of capital expenditure projects at the senior living communities we managed for DHC of $876 and $702 for the three months ended September 30, 2022 and 2021, respectively, and $2,363 and $2,251 for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in residential management fees in our condensed consolidated statements of operations. Effective October 31, 2022, the management for one active adult community that DHC owns in Plano, Texas was terminated by mutual agreement. We earned total management fees relating to that community of $61 and $54 for the three months ended September 30, 2022 and 2021, respectively, and $175 and $154 for the nine months ended September 30, 2022 and 2021, respectively. DHC paid us a termination fee of approximately $350 in connection with the termination of our management of this active adult community. We also provide lifestyle services to residents at some of the senior living communities we manage for DHC, such as rehabilitation and wellness services. At senior living communities we manage for 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 previously managed for DHC where we currently provide or previously provided 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 $1,590 and $1,508 for the three months ended September 30, 2022 and 2021, respectively, and $5,242 and $9,579 for the nine months ended September 30, 2022 and 2021, respectively, for lifestyle services we provided at senior living communities we previously managed for DHC and that were payable by DHC. These amounts are included in lifestyle services revenues in our condensed consolidated statements of operations. We earned residential management fees of $104 and $100 for the three months ended September 30, 2022 and 2021, respectively, and $304 and $309 for the nine months ended September 30, 2022 and 2021, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in residential management fees in our condensed consolidated statements of operations. Included in accrued expenses and other current liabilities and accrued compensation and benefits on our condensed consolidated balance sheets are $28,747 and $21,352, respectively, at September 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. See Note 1 to our Consolidated Financial Statements included in Part IV, Item 5 of our Annual Report for additional information about our management agreements with DHC. We previously leased four senior living communities from PEAK. On September 30, 2021, we and PEAK terminated our leases for all four communities that we leased from PEAK. These four communities had approximately 200 living units and had residential revenues of $1,457 and lease expense of $724 for the three months ended September 30, 2021, and residential revenues of $4,893 and lease expense of $2,185 for the nine months ended September 30, 2021. As of October 1, 2021, the PEAK senior living communities were no longer part of our residential operations. For further information about our PEAK lease termination, see Note 11 included in Part IV, Item 15 of our Annual Report. |
Business Management Agreement w
Business Management Agreement with RMR | 9 Months Ended |
Sep. 30, 2022 | |
Management Agreement [Abstract] | |
Business Management Agreement with RMR | Business Management Agreement with RMR RMR provides us certain services that we require to operate our business, and which relate to various aspects of our business. RMR provides these services to us pursuant to our business management and shared services agreement. Pursuant to the business management and shared services agreement, we incurred aggregate fees and certain cost reimbursements payable to RMR of $1,299 and $1,550 for the three months ended September 30, 2022 and 2021, respectively, and $3,763 and $5,149 for the nine months ended September 30, 2022 and 2021, respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of operations. For further information about our relationship with RMR, see Note 14 of this Quarterly Report on Form 10-Q and our Annual Report. |
Related Person Transactions
Related Person Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We 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 September 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. 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 $328 and $370 for the three months ended September 30, 2022 and 2021, respectively, and $979 and $1,165 for the nine months ended September 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 together owned approximately 2,030,115 of our common shares, representing 6.2% of our outstanding common shares, as of September 30, 2022. We lease our current, and we previously leased our former, headquarters from a subsidiary of ABP Trust. On July 2, 2022, we entered into an agreement to terminate the lease for our former 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 current 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. Another officer of RMR serves as a director and the president and chief executive officer of Sonesta and certain other officers of Sonesta are also officers of RMR. Commencing on September 1, 2022, our annual lease payments range from $986 to $1,057 over the term of the lease, inclusive of certain operating costs, including a base amount for utilities and real estate taxes. The lease expires on May 31, 2030. The total aggregate estimated payments over the life of the lease will be approximately $7,861. As a result of the assumption of this lease, we established a right-of-use asset and lease liability of $5,843, using the incremental borrowing rate of 7.4%. On February 24, 2021, we and the ABP Trust subsidiary renewed the lease for our former headquarters 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. As of July 1, 2022, the annual base lease payments, exclusive of utilities and real estate taxes, were scheduled to range from $770 to $1,007 over the term of the lease. Our rent expense for our current and former headquarters, including utilities and real estate taxes that we paid above the base amount, or as additional rent, was $342 and $518 for the three months ended September 30, 2022 and 2021, respectively, and $1,316 and $1,554 for the nine months ended September 30, 2022 and 2021, respectively, which amounts are included in general and administrative expenses. As a result of the January 2022 amendment of the previous lease, we decreased our right-of-use asset and lease liability by $2,958 and $3,237, respectively, in the first quarter of 2022 to reflect the terms of the amendment using the incremental borrowing rate of 5.6% at the time of the January 2022 amendment. As a result of entering into an agreement on July 2, 2022 to terminate this lease on September 30, 2022, we reduced the remaining right-of-use asset and lease liability by $5,876 and $6,374, respectively. The remaining right-of-use asset and lease liability related to this lease was amortized to zero as of September 30, 2022. We recognized $498 of gain on termination of this lease during the three months ended September 30, 2022. As of September 30, 2022, we had a right-of-use asset and lease liability of $5,796 and $5,832, respectively, related to our lease at 255 Washington Street. As of December 31, 2021, we had a right-of-use asset and lease liability of $9,197 and $10,065, respectively, related to our lease at 400 Centre Street. 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. 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, we entered into a separation agreement with Ms. Potter on May 2, 2022. Under the separation agreement, we will pay Ms. Potter $12 per month from May 2022 until December 31, 2022 we also 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, we 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 during the nine months ended September 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 and recognized these costs in the fourth quarter of 2021. In addition, subject to the satisfaction of certain other conditions, we made a cash payment of $404 to Ms. Wigglesworth in January 2022 and recognized these costs in the first quarter of 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe 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. 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. In July 2021, we became aware of a potential issue with respect to completion of a form at one of the SNFs we previously managed for DHC. As a result of this discovery, we have made a voluntary self-disclosure to the Office of the Inspector General of HHS, or OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. We submitted our initial disclosure to the OIG in January 2022, and are in discussions with the OIG regarding possible damages. Based on the costs that we have incurred or expect to incur, including estimated OIG imposed penalties, and factoring in DHC's related obligations, we have recorded a total of $288 to general and administrative expenses in our consolidated statements of operations in the fourth quarter of 2021 and second quarter of 2022. In connection with our arrangement with Compass Group, or the Compass Agreement, to manage resident dining at the senior living communities we own or manage, we are obligated to repay amounts totaling $2,405 and $1,240, respectively, for incentives and transition costs incurred by the Compass Group in relation to the twenty communities that had been transitioned as of September 30, 2022. Of those amounts, $2,065 and $974, respectively, would be reimbursable by DHC, if we terminate the agreement prior to January 1, 2028. The repayment amounts are also subject to interest. We expect the remaining senior living communities to transition dining services to Compass Group in the next twelve months. |
Self-Insurance Reserves
Self-Insurance Reserves | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Self-Insurance Reserves | Self-Insurance Reserves We partially self-insure up to certain limits for workers’ compensation, professional and general liability and automobile insurance programs through an offshore captive insurance company subsidiary. Claims that exceed these limits are reinsured up to contractual limits and reserves for these programs are included in accrued self-insurance obligations in our consolidated balance sheets. We fully self-insure all health-related claims for our covered employees and reserves are included in accrued compensation and benefits in our consolidated balance sheets. As of September 30, 2022 and December 31, 2021, we had accrued reserves of $59,257 and $73,174, respectively, under these programs, of which $27,007 and $34,744, respectively, are classified as long-term liabilities. As of September 30, 2022 and December 31, 2021, we recorded $2,271 and $2,686, respectively, of estimated amounts receivable from the reinsurance companies under these programs. At September 30, 2022, our workers' compensation insurance program was secured by an irrevocable standby letter of credit totaling $23,850 and collateralized by $19,159 of cash equivalents and $4,691 of debt and equity investments. See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report for further information on our critical accounting estimates and judgments involved in determining our self-insurance obligations. |
Restructuring Expense
Restructuring Expense | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | Restructuring Expense On April 9, 2021, we announced the repositioning of our residential management business to focus on larger independent living, assisted living and memory care communities as well as stand-alone independent living communities. These repositioning activities were substantially completed prior to December 31, 2021. A summary of the liabilities incurred as a result of this repositioning combined with a reconciliation of the related components of restructuring expense recognized in the three months ended September 30, 2022 and 2021, follows, first by cost component and then by segment. The expenses are aggregated and reported in the line item restructuring expenses in our condensed consolidated statements of operations. Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Severance, benefits and transition expenses $ 124 $ — $ — $ 124 Transaction expenses 906 (66) 112 728 Total $ 1,030 $ (66) $ 112 $ 852 Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 892 $ 2 $ 94 $ 800 Corporate and Other 138 (68) 18 52 Total $ 1,030 $ (66) $ 112 $ 852 _______________________________________ (1) The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheets as part of accrued compensation and benefits and accrued transaction expenses are reported in the condensed consolidated balance sheets as part of accrued expenses and other current liabilities. Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2021 Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 2,495 $ 875 $ 1,793 $ 1,577 Severance, benefits and transition expenses 3,494 (810) 1,475 1,209 Transaction expenses 738 1,155 1,441 452 Total $ 6,727 $ 1,220 $ 4,709 $ 3,238 Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2021 By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 4,144 $ 813 $ 2,752 $ 2,205 Lifestyle Services 576 (310) 266 — Corporate and Other 2,007 717 1,691 1,033 Total $ 6,727 $ 1,220 $ 4,709 $ 3,238 A summary of the liabilities incurred combined with a reconciliation of the related components of restructuring expense recognized in the nine months ended September 30, 2022 and 2021, follows, first by cost component and then by segment. The expenses are aggregated and reported in the line item restructuring expenses in our condensed consolidated statements of operations. Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 1,005 $ (33) $ 972 $ — Severance, benefits and transition expenses 1,437 (171) 1,142 124 Transaction expenses 488 512 272 728 Total $ 2,930 $ 308 $ 2,386 $ 852 Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 2,541 $ 476 $ 2,217 $ 800 Corporate and Other 389 (168) 169 52 Total $ 2,930 $ 308 $ 2,386 $ 852 ______________________________________ (1) The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheets as part of accrued compensation and benefits and accrued transaction expenses are reported in the condensed consolidated balance sheets as part of accrued expenses and other current liabilities. Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2021 Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ — $ 6,480 $ 4,903 $ 1,577 Severance, benefits and transition expenses — 8,129 6,920 1,209 Transaction expenses — 2,250 1,798 452 Total $ — $ 16,859 $ 13,621 $ 3,238 Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2021 By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ — $ 12,344 $ 10,139 $ 2,205 Lifestyle Services — 1,410 1,410 — Corporate and Other — 3,105 2,072 1,033 Total $ — $ 16,859 $ 13,621 $ 3,238 In connection with the repositioning of our residential management services, we incurred restructuring obligations, recognized under ASC 420, Exit or Disposal Cost Obligations and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits of $(66) and $308 in the three and nine months ended September 30, 2022, $2 and $476, respectively, of which were reimbursed by DHC. During the three and nine months ended September 30, 2021, $1,220 and $16,859 of restructuring expenses were incurred, respectively, of which $813 and $12,344 was reimbursed by DHC, respectively. These expenses included $6,480 of retention bonus payments, $8,129 of severance, benefits and transition expenses, and $2,250 of transaction expenses. On August 3, 2022, we announced a restructuring plan based on a comprehensive operational review that was completed by Alvarez & Marsal, or A&M. The recommendations made by A&M included general and administrative cost reductions, a corporate reorganization that is designed to enhance accountability and certain operational changes to support team members to ensure the delivery of high-quality experiences to residents and customers and to increase occupancy at our senior living communities. This restructuring plan includes the elimination of certain positions in our corporate team. We expect to complete this restructuring by the middle of 2023. In connection with implementing this restructuring plan, we expect to incur non-recurring cash expenses of up to $3,000 in the corporate and other segment. • These expenses are expected to include up to $400 of retention payments, up to $2,000 of severance, benefits and transition expenses, and up to $600 of other restructuring expenses. For the three and nine months ended September 30, 2022, $1,636 of these restructuring expenses were incurred related to the restructuring plan. • These expenses included $93 of retention expenses, $1,404 of severance, benefits and transition expenses, and $139 of other restructuring expenses, which were recorded in restructuring expenses in our condensed consolidated statements of operations. As of September 30, 2022, $299 of these restructuring payments have been made. • These payments included $92 of retention payments, $198 of severance, benefits and transition payments, and $9 of other restructuring payments. As of September 30, 2022, we have an ending liability balance of $1,337. • This ending liability balance is comprised of $1 of retention expenses, $1,206 of severance, benefits and transition expenses, and $130 of other restructuring expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Estimates and Assumptions | The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances and implicit price concessions, recoverability of long-lived assets, self-insurance reserves and estimates concerning our provision for income taxes or valuation allowance related to deferred tax assets.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 condensed consolidated financial statements in the period that they are determined. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 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 smaller reporting companies, such as us, and clarifies that receivables arising from operating leases are not in the scope of this ASU. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326 , Financial Instruments-Credit Losses , which clarifies guidance around how to report expected recoveries. Entities will apply the provisions of the ASU as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for smaller reporting companies, like us, for reporting periods beginning after December 15, 2022. We do not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. |
Revenue and Other Operating I_2
Revenue and Other Operating Income (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present revenue from contracts by segment with customers disaggregated by type of payer, as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors: Three Months Ended September 30, 2022 Residential Lifestyle Services Total Private payer $ 17,263 $ 134 $ 17,397 Medicare and Medicaid programs 242 9,795 10,037 Other third-party payer programs 9 4,617 4,626 Residential management fees 9,477 (1) — 9,477 Reimbursed community-level costs incurred on behalf of managed communities 137,768 (1) — 137,768 Other reimbursed expenses 3,354 (1) — 3,354 Total revenues $ 168,113 $ 14,546 $ 182,659 ______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. Three Months Ended September 30, 2021 Residential Lifestyle Services Total Private payer $ 16,032 $ 293 $ 16,325 Medicare and Medicaid programs 288 10,073 10,361 Other third-party payer programs — 5,016 5,016 Residential management fees 11,220 (1) — 11,220 Reimbursed community-level costs incurred on behalf of managed communities 177,231 (1) — 177,231 Other reimbursed expenses 5,678 (1) (2) — 5,678 Total revenues $ 210,449 $ 15,382 $ 225,831 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $813 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the three months ended September 30, 2021 . Nine Months Ended September 30, 2022 Residential Lifestyle Services Total Private payer $ 48,192 $ 369 $ 48,561 Medicare and Medicaid programs 752 28,598 29,350 Other third-party payer programs 50 14,363 14,413 Residential management fees 27,380 (1) — 27,380 Reimbursed community-level costs incurred on behalf of managed communities 396,352 (1) — 396,352 Other reimbursed expenses 10,869 (1) (2) — 10,869 Total revenues $ 483,595 $ 43,330 $ 526,925 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $476 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 Residential Lifestyle Services Total Private payer $ 48,935 $ 805 $ 49,740 Medicare and Medicaid programs 820 31,433 32,253 Other third-party payer programs — 20,150 20,150 Residential management fees 37,997 (1) — 37,997 Reimbursed community-level costs incurred on behalf of managed communities 585,662 (1) — 585,662 Other reimbursed expenses 27,750 (1) (2) — 27,750 Total revenues $ 701,164 $ 52,388 $ 753,552 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. (2) Includes $12,344 of restructuring expenses reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2021. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Results of operations and selected financial information by reportable segment and the reconciliation to the condensed consolidated financial statements are as follows: Three Months Ended September 30, 2022 Residential Lifestyle Services Corporate and Other (1) Total Revenues $ 168,113 $ 14,546 $ — $ 182,659 Other operating income 2 — — 2 Operating expenses 159,451 14,672 15,840 189,963 Operating income (loss) 8,664 (126) (15,840) (7,302) Allocated corporate and other costs (8,885) (654) 9,539 — Other loss, net (400) — (775) (1,175) Loss before income taxes (621) (780) (7,076) (8,477) Provision for income taxes — — (31) (31) Net loss $ (621) $ (780) $ (7,107) $ (8,508) _______________________________________ (1) As more fully described in Note 17, the corporate and other segment recognized $1,568 of restructuring expenses in the three months ended September 30, 2022. Three Months Ended September 30, 2021 Residential (1) Lifestyle Services (2) Corporate and Other (3) Total Revenues $ 210,449 $ 15,382 $ — $ 225,831 Operating expenses 200,570 13,349 18,599 232,518 Operating income (loss) 9,879 2,033 (18,599) (6,687) Allocated corporate and other costs (10,388) (770) 11,158 — Other loss, net (3,202) — (476) (3,678) (Loss) income before income taxes (3,711) 1,263 (7,917) (10,365) Benefit for income taxes — — 164 164 Net (loss) income $ (3,711) $ 1,263 $ (7,753) $ (10,201) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $813 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the three months ended September 30, 2021. (2) As more fully described in Note 17, the lifestyle services segment recognized $(310) of restructuring expenses in the three months ended September 30, 2021. (3) As more fully described in Note 17, the corporate and other segment recognized $717 of restructuring expenses in the three months ended September 30, 2021. Nine Months Ended September 30, 2022 Residential (1) Lifestyle Services Corporate and Other (2) Total Revenues $ 483,595 $ 43,330 $ — $ 526,925 Other operating income 44 — — 44 Operating expenses 460,111 42,444 46,661 549,216 Operating income (loss) 23,528 886 (46,661) (22,247) Allocated corporate and other costs (25,566) (2,166) 27,732 — Other loss, net (2,179) — (2,518) (4,697) Loss before income taxes (4,217) (1,280) (21,447) (26,944) Provision for income taxes — — (99) (99) Net loss $ (4,217) $ (1,280) $ (21,546) $ (27,043) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $476 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2022. (2) As more fully described in Note 17, the corporate and other segment recognized $1,468 of restructuring expenses in the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 Residential (1) Lifestyle Services (2) Corporate and Other (3) Total Revenues $ 701,164 $ 52,388 $ — $ 753,552 Other operating income 7,776 19 — 7,795 Operating expenses 671,991 47,204 57,482 776,677 Operating income (loss) 36,949 5,203 (57,482) (15,330) Allocated corporate and other costs (34,811) (2,621) 37,432 — Other loss, net (2,557) — (1,107) (3,664) (Loss) income before income taxes (419) 2,582 (21,157) (18,994) Provision for income taxes — — (194) (194) Net (loss) income $ (419) $ 2,582 $ (21,351) $ (19,188) _______________________________________ (1) As more fully described in Note 17, the residential segment recognized $12,344 of restructuring expenses that were reimbursed by DHC, which are recognized as both income and expense, in the nine months ended September 30, 2021. (2) As more fully described in Note 17, the lifestyle services segment recognized $1,410 of restructuring expenses in the nine months ended September 30, 2021. (3) As more fully described in Note 17, the corporate and other segment recognized $3,105 of restructuring expenses in the nine months ended September 30, 2021. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: September 30, 2022 December 31, 2021 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 212,155 207,333 Furniture, fixtures and equipment 69,017 62,606 Property and equipment, at cost 293,327 282,094 Less: accumulated depreciation (130,542) (122,251) Property and equipment, net $ 162,785 $ 159,843 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted net loss per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Weighted average shares outstanding—basic 31,875 31,618 31,825 31,567 Effect of dilutive securities: unvested share awards — — — — Weighted average shares outstanding—diluted (1) 31,875 31,618 31,825 31,567 _______________________________________ (1) For the three months ended September 30, 2022 and 2021, 1,433 and 157 of our unvested common shares were not included in the calculation of net loss per share—diluted because to do so would have been anti-dilutive. For the nine months ended September 30, 2022 and 2021, 1,218 and 146, respectively, of our unvested common shares were not included in the calculation of the net loss per share—diluted because to do so would have been antidilutive. |
Fair Values of Assets and Lia_2
Fair Values of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring and Non Recurring Basis, Categorized by the Level of Inputs Used in the Valuation of Each Asset | The tables below present certain of our assets measured at fair value at September 30, 2022 and December 31, 2021, categorized by the level of input used in the valuation of each asset. As of September 30, 2022 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 36,548 $ 36,548 $ — $ — Investments: Total equity investments (2) 5,937 5,937 — — Total debt investments (3) 7,668 3,192 4,476 — Total investments 13,605 9,129 4,476 — Total $ 50,153 $ 45,677 $ 4,476 $ — As of December 31, 2021 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 26,417 $ 26,417 $ — $ — Investments: Total equity investments (2) 13,033 6,980 6,053 — Total debt investments (3) 10,375 4,612 5,763 — Total investments 23,408 11,592 11,816 — Total $ 49,825 $ 38,009 $ 11,816 $ — ______________________________________ (1) Cash equivalents consist of short-term, highly liquid investments and money market funds held primarily for obligations arising from our self-insurance programs. Cash equivalents are reported in our condensed consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $19,766 and $23,546 of balances that were restricted at September 30, 2022 and December 31, 2021, respectively. In addition to the cash equivalents of $36,548 and $26,417 at September 30, 2022 and December 31, 2021, respectively, reflected above, there were cash balances of $62,344 and $64,116 and restricted cash balances of $2,542 and $2,406 at September 30, 2022 and December 31, 2021, respectively. (2) The fair value of our equity investments is readily determinable. During the nine months ended September 30, 2022 and 2021, we received gross proceeds of $6,804 and $741, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $1,646 and $175, respectively, and gross realized losses totaling $114 and $0, respectively. (3) As of September 30, 2022, our debt investments, which are classified as available for sale, had a fair value of $7,668 with an amortized cost of $8,438; the difference between the fair value and amortized cost amounts resulted from net unrealized losses of $770, inclusive of unrealized gains of $2. As of December 31, 2021, our debt investments had a fair value of $10,375 with an amortized cost of $10,079; the difference between the fair value and amortized cost amounts resulted from net unrealized gains of $296, inclusive of unrealized losses of $10. Debt investments include $6,055 and $6,907 of balances that were restricted as of September 30, 2022 and December 31, 2021, respectively. At September 30, 2022, 87 debt investments we held, with a fair value of $6,925, had been in a loss position for less than 12 months and one of the debt investments we held, with a fair value of $45, had 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 as of September 30, 2022, we do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery, and other factors that support our conclusion that the loss is temporary. During the nine months ended September 30, 2022 and 2021, we received gross proceeds of $1,020 and $1,294, respectively, in connection with the sales of debt investments and recorded gross realized losses of $5 and $0, respectively, and gross realized gains of $1 and $18, respectively. We record gains and losses on the sales of these investments using the specific identification method. |
Schedule of Debt Securities | The amortized cost basis and fair value of available for sale debt securities at September 30, 2022, by contractual maturity, are shown below: Amortized Cost Fair Value Due in one year or less $ 976 $ 973 Due after one year through five years 4,004 3,768 Due after five years through ten years 2,446 2,112 Due after ten years 1,012 815 Total $ 8,438 $ 7,668 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgages | The following table is a summary of this mortgage note as of September 30, 2022: Balance as of September 30, 2022 Contractual Stated Effective Maturity Date Monthly Lender Type $ 6,659 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $184. |
Schedule of Principal Payments Due under Mortgage Notes | As of September 30, 2022, the required principal payments due during the next five years and thereafter under the terms of our mortgage note and Loan are as follows: Year Mortgage Loan Principal Payment Total 2022 $ 113 $ — $ 113 2023 469 — 469 2024 498 1,191 1,689 2025 531 61,809 62,340 2026 565 — 565 Thereafter 4,483 — 4,483 Total 6,659 63,000 69,659 Less: Unamortized net discount and issuance costs (184) (1,877) (2,061) Total debt 6,475 61,123 67,598 Less: Current portion of debt (437) — (437) Long-term debt $ 6,038 $ 61,123 $ 67,161 |
Restructuring Expense (Tables)
Restructuring Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Liabilities and Expenses Related to Strategic Plan | A summary of the liabilities incurred as a result of this repositioning combined with a reconciliation of the related components of restructuring expense recognized in the three months ended September 30, 2022 and 2021, follows, first by cost component and then by segment. The expenses are aggregated and reported in the line item restructuring expenses in our condensed consolidated statements of operations. Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Severance, benefits and transition expenses $ 124 $ — $ — $ 124 Transaction expenses 906 (66) 112 728 Total $ 1,030 $ (66) $ 112 $ 852 Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 892 $ 2 $ 94 $ 800 Corporate and Other 138 (68) 18 52 Total $ 1,030 $ (66) $ 112 $ 852 _______________________________________ (1) The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheets as part of accrued compensation and benefits and accrued transaction expenses are reported in the condensed consolidated balance sheets as part of accrued expenses and other current liabilities. Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2021 Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 2,495 $ 875 $ 1,793 $ 1,577 Severance, benefits and transition expenses 3,494 (810) 1,475 1,209 Transaction expenses 738 1,155 1,441 452 Total $ 6,727 $ 1,220 $ 4,709 $ 3,238 Summary of Liabilities and Expenses as of and for the Three Months Ended September 30, 2021 By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 4,144 $ 813 $ 2,752 $ 2,205 Lifestyle Services 576 (310) 266 — Corporate and Other 2,007 717 1,691 1,033 Total $ 6,727 $ 1,220 $ 4,709 $ 3,238 A summary of the liabilities incurred combined with a reconciliation of the related components of restructuring expense recognized in the nine months ended September 30, 2022 and 2021, follows, first by cost component and then by segment. The expenses are aggregated and reported in the line item restructuring expenses in our condensed consolidated statements of operations. Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 1,005 $ (33) $ 972 $ — Severance, benefits and transition expenses 1,437 (171) 1,142 124 Transaction expenses 488 512 272 728 Total $ 2,930 $ 308 $ 2,386 $ 852 Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 2,541 $ 476 $ 2,217 $ 800 Corporate and Other 389 (168) 169 52 Total $ 2,930 $ 308 $ 2,386 $ 852 ______________________________________ (1) The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheets as part of accrued compensation and benefits and accrued transaction expenses are reported in the condensed consolidated balance sheets as part of accrued expenses and other current liabilities. Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2021 Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ — $ 6,480 $ 4,903 $ 1,577 Severance, benefits and transition expenses — 8,129 6,920 1,209 Transaction expenses — 2,250 1,798 452 Total $ — $ 16,859 $ 13,621 $ 3,238 Summary of Liabilities and Expenses as of and for the Nine Months Ended September 30, 2021 By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ — $ 12,344 $ 10,139 $ 2,205 Lifestyle Services — 1,410 1,410 — Corporate and Other — 3,105 2,072 1,033 Total $ — $ 16,859 $ 13,621 $ 3,238 |
Basis of Presentation and Org_2
Basis of Presentation and Organization (Details) | 9 Months Ended | ||
Sep. 30, 2022 property living_unit apartment community segment suite state | Sep. 30, 2021 community | Jun. 09, 2021 living_unit community | |
Real Estate Properties [Line Items] | |||
Number of operating segments | segment | 2 | ||
Senior Living Communities | |||
Real Estate Properties [Line Items] | |||
Number of properties operated | 140 | ||
Number of states in which real estate properties are located | state | 28 | ||
Number of living units in properties operated | living_unit | 19,973 | 120 | |
Number of units in properties managed | living_unit | 17,889 | ||
Number of properties owned and operated | 20 | ||
Number of living units in properties owned and operated | living_unit | 2,084 | ||
Senior Living Communities | DHC | |||
Real Estate Properties [Line Items] | |||
Number of living units in properties operated | living_unit | 119 | ||
Number of properties managed | community | 120 | 159 | |
Number of real estate properties closed | community | 1 | ||
Independent Living Apartment | |||
Real Estate Properties [Line Items] | |||
Number of living units in properties operated | apartment | 10,422 | ||
Assisted Living Suites | |||
Real Estate Properties [Line Items] | |||
Number of living units in properties operated | suite | 9,551 | ||
Rediscovery Memory Care Units | |||
Real Estate Properties [Line Items] | |||
Number of living units in properties operated | living_unit | 1,817 | ||
Ageility Inpatient Rehabilitation | DHC | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties closed | 8 | ||
Outpatient Rehabilitation Clinics | DHC | |||
Real Estate Properties [Line Items] | |||
Number of properties operated | 203 | ||
Number of properties managed | 109 | ||
Number of real estate properties transitioned | 94 |
Revenue and Other Operating I_3
Revenue and Other Operating Income - Schedule of Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 182,659 | $ 225,831 | $ 526,925 | $ 753,552 |
Restructuring expenses | 1,570 | 1,220 | 1,944 | 16,859 |
Strategic Plan | ||||
Disaggregation of Revenue [Line Items] | ||||
Restructuring expenses | (66) | 1,220 | 308 | 16,859 |
Private payer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,397 | 16,325 | 48,561 | 49,740 |
Medicare and Medicaid programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,037 | 10,361 | 29,350 | 32,253 |
Other third-party payer programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,626 | 5,016 | 14,413 | 20,150 |
Residential management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,477 | 11,220 | 27,380 | 37,997 |
Reimbursed community-level costs incurred on behalf of managed communities | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 137,768 | 177,231 | 396,352 | 585,662 |
Other reimbursed expenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,354 | 5,678 | 10,869 | 27,750 |
Total revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 182,659 | 225,831 | 526,925 | 753,552 |
Residential | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 168,113 | 210,449 | 483,595 | 701,164 |
Residential | Operating Segments | Strategic Plan | ||||
Disaggregation of Revenue [Line Items] | ||||
Restructuring expenses | 813 | 476 | 12,344 | |
Residential | Operating Segments | Strategic Plan | DHC | ||||
Disaggregation of Revenue [Line Items] | ||||
Restructuring expenses | 2 | 813 | 12,344 | |
Residential | Private payer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,263 | 16,032 | 48,192 | 48,935 |
Residential | Medicare and Medicaid programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 242 | 288 | 752 | 820 |
Residential | Other third-party payer programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9 | 0 | 50 | 0 |
Residential | Residential management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,477 | 11,220 | 27,380 | 37,997 |
Residential | Reimbursed community-level costs incurred on behalf of managed communities | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 137,768 | 177,231 | 396,352 | 585,662 |
Residential | Other reimbursed expenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,354 | 5,678 | 10,869 | 27,750 |
Residential | Total revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 168,113 | 210,449 | 483,595 | 701,164 |
Lifestyle Services | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,546 | 15,382 | 43,330 | 52,388 |
Lifestyle Services | Operating Segments | Strategic Plan | ||||
Disaggregation of Revenue [Line Items] | ||||
Restructuring expenses | (310) | 1,410 | ||
Lifestyle Services | Private payer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 134 | 293 | 369 | 805 |
Lifestyle Services | Medicare and Medicaid programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,795 | 10,073 | 28,598 | 31,433 |
Lifestyle Services | Other third-party payer programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,617 | 5,016 | 14,363 | 20,150 |
Lifestyle Services | Residential management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Lifestyle Services | Reimbursed community-level costs incurred on behalf of managed communities | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Lifestyle Services | Other reimbursed expenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Lifestyle Services | Total revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 14,546 | $ 15,382 | $ 43,330 | $ 52,388 |
Revenue and Other Operating I_4
Revenue and Other Operating Income - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Other operating income | $ 2,000 | $ 0 | $ 44,000 | $ 7,795,000 |
Phase 3 | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds from government assistance | 7,724,000 | |||
State Programs | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Proceeds from government assistance | $ 71,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 182,659,000 | $ 225,831,000 | $ 526,925,000 | $ 753,552,000 | ||||
Other operating income | 2,000 | 0 | 44,000 | 7,795,000 | ||||
Operating expenses | 189,963,000 | 232,518,000 | 549,216,000 | 776,677,000 | ||||
Operating income (loss) | (7,302,000) | (6,687,000) | (22,247,000) | (15,330,000) | ||||
Allocated corporate and other costs | 0 | 0 | 0 | 0 | ||||
Other loss, net | (1,175,000) | (3,678,000) | (4,697,000) | (3,664,000) | ||||
Loss before income taxes | (8,477,000) | (10,365,000) | (26,944,000) | (18,994,000) | ||||
(Provision) benefit for income taxes | (31,000) | 164,000 | (99,000) | (194,000) | ||||
Net loss | (8,508,000) | $ (8,805,000) | $ (9,730,000) | (10,201,000) | $ (12,302,000) | $ 3,315,000 | (27,043,000) | (19,188,000) |
Restructuring expenses | 1,570,000 | 1,220,000 | 1,944,000 | 16,859,000 | ||||
Strategic Plan | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring expenses | (66,000) | 1,220,000 | 308,000 | 16,859,000 | ||||
Operating Segments | Residential | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 168,113,000 | 210,449,000 | 483,595,000 | 701,164,000 | ||||
Other operating income | 2,000 | 44,000 | 7,776,000 | |||||
Operating expenses | 159,451,000 | 200,570,000 | 460,111,000 | 671,991,000 | ||||
Operating income (loss) | 8,664,000 | 9,879,000 | 23,528,000 | 36,949,000 | ||||
Allocated corporate and other costs | (8,885,000) | (10,388,000) | (25,566,000) | (34,811,000) | ||||
Other loss, net | (400,000) | (3,202,000) | (2,179,000) | (2,557,000) | ||||
Loss before income taxes | (621,000) | (3,711,000) | (4,217,000) | (419,000) | ||||
(Provision) benefit for income taxes | 0 | 0 | 0 | 0 | ||||
Net loss | (621,000) | (3,711,000) | (4,217,000) | (419,000) | ||||
Operating Segments | Residential | Strategic Plan | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring expenses | 813,000 | 476,000 | 12,344,000 | |||||
Operating Segments | Residential | Strategic Plan | DHC | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring expenses | 2,000 | 813,000 | 12,344,000 | |||||
Operating Segments | Lifestyle Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 14,546,000 | 15,382,000 | 43,330,000 | 52,388,000 | ||||
Other operating income | 0 | 0 | 19,000 | |||||
Operating expenses | 14,672,000 | 13,349,000 | 42,444,000 | 47,204,000 | ||||
Operating income (loss) | (126,000) | 2,033,000 | 886,000 | 5,203,000 | ||||
Allocated corporate and other costs | (654,000) | (770,000) | (2,166,000) | (2,621,000) | ||||
Other loss, net | 0 | 0 | 0 | 0 | ||||
Loss before income taxes | (780,000) | 1,263,000 | (1,280,000) | 2,582,000 | ||||
(Provision) benefit for income taxes | 0 | 0 | 0 | 0 | ||||
Net loss | (780,000) | 1,263,000 | (1,280,000) | 2,582,000 | ||||
Operating Segments | Lifestyle Services | Strategic Plan | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring expenses | (310,000) | 1,410,000 | ||||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 0 | 0 | 0 | 0 | ||||
Other operating income | 0 | 0 | 0 | |||||
Operating expenses | 15,840,000 | 18,599,000 | 46,661,000 | 57,482,000 | ||||
Operating income (loss) | (15,840,000) | (18,599,000) | (46,661,000) | (57,482,000) | ||||
Allocated corporate and other costs | 9,539,000 | 11,158,000 | 27,732,000 | 37,432,000 | ||||
Other loss, net | (775,000) | (476,000) | (2,518,000) | (1,107,000) | ||||
Loss before income taxes | (7,076,000) | (7,917,000) | (21,447,000) | (21,157,000) | ||||
(Provision) benefit for income taxes | (31,000) | 164,000 | (99,000) | (194,000) | ||||
Net loss | (7,107,000) | (7,753,000) | (21,546,000) | (21,351,000) | ||||
Restructuring expenses | 1,568,000 | 1,468,000 | ||||||
Corporate and Other | Strategic Plan | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring expenses | $ (68,000) | $ 717,000 | $ (168,000) | $ 3,105,000 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 293,327 | $ 282,094 |
Less: accumulated depreciation | (130,542) | (122,251) |
Property and equipment, net | 162,785 | 159,843 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 12,155 | 12,155 |
Buildings, construction in process and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 212,155 | 207,333 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 69,017 | $ 62,606 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 USD ($) community | Sep. 30, 2022 USD ($) community | Sep. 30, 2021 USD ($) community | Sep. 30, 2022 USD ($) community | Sep. 30, 2021 USD ($) community | Dec. 31, 2021 USD ($) | Apr. 04, 2021 community | |
Property, Plant and Equipment [Line Items] | |||||||
Loss on termination of lease | $ (498) | $ 3,277 | $ (777) | $ 3,277 | |||
Property and equipment, net | 162,785 | 162,785 | $ 159,843 | ||||
Operating lease right-of-use assets | 5,796 | 5,796 | 9,197 | ||||
Depreciation expenses | $ 2,849 | 2,692 | 8,291 | 8,082 | |||
Residential | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Tangible asset impairment charges | 890 | ||||||
PEAK Inc | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Number of communities operating | community | 1 | ||||||
Loss on termination of lease | $ 3,277 | ||||||
Termination fee | $ 3,100 | ||||||
Other obligation fee | 548 | ||||||
Legal transaction cost | 37 | ||||||
Operating lease right-of-use assets | 16,055 | 16,055 | 16,055 | ||||
Lease liability | 17,636 | 17,636 | 17,636 | ||||
Proceeds from insurance | $ 1,500 | ||||||
PEAK Inc | Leasehold Improvements and Other Fixed Assets | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, net | $ 1,173 | $ 1,173 | $ 1,173 | ||||
PEAK Inc | Senior Living Communities | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Number of communities operating | community | 4 | 4 | 4 | 4 | 4 | 4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive (loss) income | $ 154,330 | $ 163,011 | $ 171,538 | $ 181,590 | $ 191,767 | $ 201,974 | $ 213,628 | $ 210,532 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated other comprehensive (loss) income | $ (33) | $ 1,029 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ (31) | $ 164 | $ (99) | $ (194) |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding—basic (in shares) | 31,875 | 31,618 | 31,825 | 31,567 |
Effect of dilutive securities: unvested share awards (in shares) | 0 | 0 | 0 | 0 |
Weighted average shares outstanding—diluted (in shares) | 31,875 | 31,618 | 31,825 | 31,567 |
Potentially dilutive restricted unvested common shares, not included in diluted EPS calculation (in shares) | 1,433 | 157 | 1,218 | 146 |
Fair Values of Assets and Lia_3
Fair Values of Assets and Liabilities - Recurring Measurements (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 USD ($) security | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 36,548 | $ 26,417 | |
Total equity investments | 5,937 | 13,033 | |
Total debt investments | 7,668 | 10,375 | |
Total investments | 13,605 | 23,408 | |
Total | 50,153 | 49,825 | |
Restricted cash equivalents | 19,766 | 23,546 | |
Cash | 62,344 | 64,116 | |
Restricted cash | 2,542 | 2,406 | |
Gross proceeds from sale of equity securities | 6,804 | $ 741 | |
Gross realized gains recorded on sale of equity securities | 1,646 | 175 | |
Gross realized losses recorded on sale of equity securities | 114 | 0 | |
Amortized cost of available for sale debt securities | 8,438 | 10,079 | |
Unrealized losses on available for sale debt securities | 770 | 10 | |
Unrealized gains on available for sale debt securities | $ 2 | 296 | |
Debt investments fair value less than 12 months | security | 87 | ||
Debt Securities unrealized loss position, less than 12 months | $ 6,925 | ||
Debt investments fair value greater than 12 months | security | 1 | ||
Debt Securities unrealized loss position, greater than 12 months | $ 45 | ||
Gross proceeds from sale of available for sale debt securities | 1,020 | 1,294 | |
Gross realized losses recorded on sale of debt securities | (5) | 0 | |
Gross realized gains recorded on sale of debt securities | 1 | $ 18 | |
Restricted debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total debt investments | 6,055 | 6,907 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 36,548 | 26,417 | |
Total equity investments | 5,937 | 6,980 | |
Total debt investments | 3,192 | 4,612 | |
Total investments | 9,129 | 11,592 | |
Total | 45,677 | 38,009 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Total equity investments | 0 | 6,053 | |
Total debt investments | 4,476 | 5,763 | |
Total investments | 4,476 | 11,816 | |
Total | 4,476 | 11,816 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Total equity investments | 0 | 0 | |
Total debt investments | 0 | 0 | |
Total investments | 0 | 0 | |
Total | $ 0 | $ 0 |
Fair Values of Assets and Lia_4
Fair Values of Assets and Liabilities - Debt Securities, Contractual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 976 | |
Due after one year through five years | 4,004 | |
Due after five years through ten years | 2,446 | |
Due after ten years | 1,012 | |
Total | 8,438 | $ 10,079 |
Fair Value | ||
Due in one year or less | 973 | |
Due after one year through five years | 3,768 | |
Due after five years through ten years | 2,112 | |
Due after ten years | 815 | |
Total | $ 7,668 | $ 10,375 |
Fair Values of Assets and Lia_5
Fair Values of Assets and Liabilities - Narrative (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 USD ($) community | Sep. 30, 2022 USD ($) community | Dec. 31, 2021 USD ($) | Apr. 04, 2021 community | |
Residential | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Tangible asset impairment charges | $ 890 | |||
PEAK Inc | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of communities operating | community | 1 | |||
PEAK Inc | Senior Living Communities | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Number of communities operating | community | 4 | 4 | 4 | |
Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Mortgage note payable | $ 67,598 | $ 6,783 | ||
Estimated Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Mortgage note payable | $ 57,463 | $ 7,689 |
Indebtedness - Debt Instruments
Indebtedness - Debt Instruments Summary (Details) | 3 Months Ended | 9 Months Ended | |||
Jan. 27, 2022 USD ($) community extension | Sep. 30, 2022 USD ($) community agreement | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) community agreement | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Net proceeds from borrowings | $ 60,563,000 | $ 0 | |||
Letters of credit outstanding | $ 23,850,000 | 23,850,000 | |||
Mortgage Principal Payment | |||||
Debt Instrument [Line Items] | |||||
Interest expense and other associated costs incurred | $ 111,000 | $ 119,000 | $ 339,000 | 359,000 | |
Mortgage Principal Payment | Senior Living Communities | |||||
Debt Instrument [Line Items] | |||||
Number of real estate properties mortgaged | community | 1 | 1 | |||
Senior Secured Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 95,000,000 | ||||
Net proceeds from borrowings | 63,000,000 | ||||
Unamortized gross balance of deferred financing costs | 3,200,000 | ||||
Proceeds for capital improvements | 12,000,000 | ||||
Achievement of certain financial threshold amount for credit agreement | 20,000,000 | ||||
Collateral securing workers' compensation insurance program | $ 40,000,000 | ||||
Debt instrument, extension fee, percentage | 0.35% | ||||
Number of extensions | extension | 2 | ||||
Extension term | 1 year | ||||
Debt instrument, term for interest only payments | 2 years | ||||
Prepayment fee, percentage of outstanding balance | 0.50% | ||||
Interest rate | 5% | 5% | |||
Effective Interest Rate | 7.70% | 7.70% | |||
Interest expense and other associated costs incurred | $ 1,288,000 | $ 3,067,000 | |||
Senior Secured Term Loan | Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, exit fee, percentage | 1% | ||||
Interest rate | 3% | 3% | |||
Debt coverage ratio | 1.15 | ||||
Senior Secured Term Loan | Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, exit fee, percentage | 1.50% | ||||
Interest rate | 7.50% | 7.50% | |||
Debt coverage ratio | 1.25 | ||||
Senior Secured Term Loan | Secured Debt | Senior Living Communities | |||||
Debt Instrument [Line Items] | |||||
Number of real estate properties securing borrowings on credit facility | community | 14 | ||||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 0.11% | ||||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 0.50% | ||||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 4.50% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest expense and other associated costs incurred | $ 0 | $ 108,000 | $ 28,000 | $ 566,000 | |
Revolving Credit Facility | Senior Secured Term Loan | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term subject to prepayment fee | 18 months | ||||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 65,000,000 | ||||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Quarterly commitment fee on the unused part of borrowing availability | 0.35% | ||||
Standby Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Number of irrevocable standby letters of credit agreements | agreement | 1 | 1 | |||
Standby Letters of Credit | Workers' Compensation Insurance Program | |||||
Debt Instrument [Line Items] | |||||
Extension term | 1 year | ||||
Standby Letters of Credit | Workers' Compensation Insurance Program | Cash Equivalents | |||||
Debt Instrument [Line Items] | |||||
Collateral securing workers' compensation insurance program | $ 19,159,000 | $ 19,159,000 | |||
Standby Letters of Credit | Workers' Compensation Insurance Program | Debt and Equity Investments | |||||
Debt Instrument [Line Items] | |||||
Collateral securing workers' compensation insurance program | $ 4,691,000 | $ 4,691,000 |
Indebtedness - Payments of Prin
Indebtedness - Payments of Principal and Interest (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Total | $ 69,659 |
Less: Unamortized net discount and issuance costs | 2,061 |
Mortgage Principal Payment | September 2032 | |
Debt Instrument [Line Items] | |
Total | $ 6,659 |
Contractual Stated Interest Rate | 6.20% |
Effective Interest Rate | 6.70% |
Monthly Payment | $ 72 |
Less: Unamortized net discount and issuance costs | $ 184 |
Indebtedness - Principal Paymen
Indebtedness - Principal Payments Due (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2022 | $ 113 | |
2023 | 469 | |
2024 | 1,689 | |
2025 | 62,340 | |
2026 | 565 | |
Thereafter | 4,483 | |
Total | 69,659 | |
Less: Unamortized net discount and issuance costs | (2,061) | |
Total debt | 67,598 | |
Less: Current portion of debt | (437) | $ (419) |
Long-term debt | 67,161 | $ 6,364 |
Mortgage Principal Payment | September 2032 | ||
Debt Instrument [Line Items] | ||
2022 | 113 | |
2023 | 469 | |
2024 | 498 | |
2025 | 531 | |
2026 | 565 | |
Thereafter | 4,483 | |
Total | 6,659 | |
Less: Unamortized net discount and issuance costs | (184) | |
Total debt | 6,475 | |
Less: Current portion of debt | (437) | |
Long-term debt | 6,038 | |
Secured Debt | Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 1,191 | |
2025 | 61,809 | |
2026 | 0 | |
Thereafter | 0 | |
Total | 63,000 | |
Less: Unamortized net discount and issuance costs | (1,877) | |
Total debt | 61,123 | |
Less: Current portion of debt | 0 | |
Long-term debt | $ 61,123 |
Management Agreements with DHC
Management Agreements with DHC (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 USD ($) living_unit renewal_term property community | Sep. 30, 2021 USD ($) community living_unit | Sep. 30, 2022 USD ($) living_unit renewal_term property community | Sep. 30, 2021 USD ($) community living_unit | Oct. 31, 2022 living_unit | Feb. 28, 2022 community | Dec. 31, 2021 USD ($) community living_unit | Jun. 09, 2021 living_unit community | Apr. 09, 2021 | |
Operating Leased Assets [Line Items] | |||||||||
Renewal term | 5 years | 5 years | |||||||
Number of renewal terms | renewal_term | 2 | 2 | |||||||
Management fee of gross revenue, base (as a percent) | 3% | 3% | |||||||
Terminate percentage on failure to meet target | 10% | ||||||||
Percentage of gross revenue, target EBITDA | 80% | ||||||||
Revenues | $ 182,659 | $ 225,831 | $ 526,925 | $ 753,552 | |||||
Due from related person | $ 56,497 | $ 56,497 | $ 41,664 | ||||||
Minimum | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Consumer price index percentage | 2% | 2% | |||||||
Maximum | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Consumer price index percentage | 6% | ||||||||
DHC | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Termination fee | $ 350 | ||||||||
DHC | Residential Management Fees | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Revenues | 2,710 | 12,329 | |||||||
DHC | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Due from related person | $ 28,747 | 28,747 | 20,345 | ||||||
Due from related parties, noncurrent | 21,352 | 21,352 | $ 22,619 | ||||||
DHC | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Termination fees | $ 682,000 | $ 682,000 | |||||||
Renewal term | 2 years | ||||||||
Transaction Agreement | SNH | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Management fee of gross revenue, base (as a percent) | 5% | 5% | |||||||
Management fee maximum (as a percent) | 15% | 15% | |||||||
Other Services Provided to Residents at Managed Communities | SNH | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Rehabilitation service revenue | $ 1,590 | $ 1,508 | $ 5,242 | $ 9,579 | |||||
Senior Living Communities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of living units in properties operated | living_unit | 19,973 | 19,973 | 120 | ||||||
Number of properties operated | property | 140 | 140 | |||||||
Senior Living Communities | DHC | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of real estate properties closed | community | 1 | ||||||||
Number of living units in properties operated | living_unit | 119 | ||||||||
Number of properties managed | community | 120 | 159 | 120 | 159 | |||||
Revenues form senior living communities | $ 61 | $ 54 | $ 175 | $ 154 | |||||
Senior Living Communities | DHC | Residential Management Fees | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Revenues form senior living communities | 8,497 | 10,418 | 24,713 | 35,437 | |||||
Senior Living Communities | DHC | Management Of Capital Expenditure Projects | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Revenues form senior living communities | 876 | $ 702 | 2,363 | $ 2,251 | |||||
Senior Living Communities | DHC | Strategic Plan | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of real estate properties transitioned | community | 69 | 69 | 107 | ||||||
Number of units in real estate properties transitioned | living_unit | 4,800 | 4,800 | 7,400 | ||||||
Number of real estate properties closed | community | 1 | ||||||||
Number of units in real estate property closed | living_unit | 1,473 | 1,473 | 100 | ||||||
Management agreement, percentage of communities allowed for termination | 20% | 10% | |||||||
Management agreement, percentage of EBITDA | 90% | 80% | |||||||
Senior Living Communities | DHC | Strategic Plan | Subsequent Event | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of living units in properties operated | living_unit | 169 | ||||||||
Senior Living Communities | SNH | DHC | Residential Management Fees | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Revenues form senior living communities | $ 104 | $ 100 | $ 304 | $ 309 | |||||
SNF | Strategic Plan | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of units in real estate property closed | living_unit | 1,532 | ||||||||
Continuing Care Retirement Communities | Strategic Plan | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of properties operated | community | 59 | 59 | 27 |
Senior Living Communities Lea_2
Senior Living Communities Leased from Healthpeak Properties, Inc. (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) community | Sep. 30, 2021 USD ($) community living_unit | Sep. 30, 2022 USD ($) community | Sep. 30, 2021 USD ($) community living_unit | Apr. 04, 2021 community | |
Operating Leased Assets [Line Items] | |||||
Revenues | $ | $ 182,659 | $ 225,831 | $ 526,925 | $ 753,552 | |
PEAK Inc | |||||
Operating Leased Assets [Line Items] | |||||
Number of communities operating | community | 1 | ||||
PEAK Inc | Senior Living Communities | |||||
Operating Leased Assets [Line Items] | |||||
Number of communities operating | community | 4 | 4 | 4 | 4 | 4 |
Number of units in properties leased and operated | living_unit | 200 | 200 | |||
Revenues | $ | $ 1,457 | $ 4,893 | |||
Rent expense | $ | $ 724 | $ 2,185 | |||
PEAK Inc | Senior Living Communities | Fair Value, Nonrecurring | |||||
Operating Leased Assets [Line Items] | |||||
Number of communities operating | community | 4 | 4 |
Business Management Agreement_2
Business Management Agreement with RMR (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
RMR LLC | ||||
Business Management Agreement [Line Items] | ||||
Business management fees and costs | $ 1,299 | $ 1,550 | $ 3,763 | $ 5,149 |
Related Person Transactions (De
Related Person Transactions (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||||||||
Dec. 31, 2022 USD ($) | Sep. 01, 2022 USD ($) | Jul. 02, 2022 USD ($) | Jul. 01, 2022 USD ($) | Feb. 24, 2021 USD ($) | May 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Jan. 10, 2022 ft² | Jan. 09, 2022 ft² | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||
Operating lease right-of-use assets | $ 5,796 | $ 5,796 | $ 9,197 | |||||||||||||
Gain on termination of lease | $ 498 | $ (3,277) | 777 | $ (3,277) | ||||||||||||
Prior President And Chief Executive Officer | Other Postretirement Benefits Plan | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount of cash payment in lump sum | $ 483 | |||||||||||||||
Separation expenses | $ 1,319 | |||||||||||||||
Prior President And Chief Executive Officer | Other Postretirement Benefits Plan | Forecast | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount paid for post retirement per month | $ 12 | |||||||||||||||
Amount of cash payment in lump sum | $ 483 | |||||||||||||||
DHC | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of shares owned (in shares) | shares | 10,691,658 | 10,691,658 | ||||||||||||||
Percentage of outstanding common shares owned | 32.80% | 32.80% | ||||||||||||||
DHC | Affiliated Entity | Senior Living Communities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | $ 328 | 370 | $ 979 | 1,165 | ||||||||||||
ABP Trust | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of shares owned (in shares) | shares | 2,030,115 | 2,030,115 | ||||||||||||||
Percentage of outstanding common shares owned | 6.20% | 6.20% | ||||||||||||||
Rent expense | $ 342 | $ 518 | $ 1,316 | $ 1,554 | ||||||||||||
Operating lease liability | $ 7,861 | $ 6,374 | 6,374 | |||||||||||||
Increase (decrease) in operating lease, right-of-use asset | 5,843 | $ 2,958 | 0 | |||||||||||||
Increase (decrease) in operating lease liability | $ 5,843 | $ 3,237 | $ 0 | |||||||||||||
Lessee, operating lease, discount rate | 7.40% | 5.60% | 7.40% | |||||||||||||
Area of leased space | ft² | 30 | 41 | ||||||||||||||
Operating lease right-of-use assets | $ 5,876 | $ 5,876 | ||||||||||||||
ABP Trust | Affiliated Entity | Headquarters | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Operating lease liability | 5,832 | 5,832 | 10,065 | |||||||||||||
Operating lease right-of-use assets | $ 5,796 | $ 5,796 | $ 9,197 | |||||||||||||
ABP Trust | Affiliated Entity | Minimum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | $ 986 | $ 770 | $ 1,026 | |||||||||||||
ABP Trust | Affiliated Entity | Maximum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | $ 1,057 | $ 1,007 | $ 1,395 | |||||||||||||
Margaret Wigglesworth | Affiliated Entity | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments to employees | $ 404 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) community | |
Compass | |||
Loss Contingencies [Line Items] | |||
Amount to be repaid by company if agreement is terminated | $ 2,405 | ||
Transition costs required to be paid if agreement terminated | $ 1,240 | ||
Number of communities that had been transitioned during collaboration agreement | community | 20 | ||
Compass | DHC | |||
Loss Contingencies [Line Items] | |||
Amount to be repaid by company if agreement is terminated | $ 2,065 | ||
Transition costs required to be paid if agreement terminated | $ 974 | ||
Office of the Inspector General | |||
Loss Contingencies [Line Items] | |||
Litigation settlement expense | $ 288 | $ 288 |
Self-Insurance Reserves (Detail
Self-Insurance Reserves (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Self insurance reserve | $ 59,257 | $ 73,174 |
Accrued self-insurance obligations | 27,007 | 34,744 |
Estimated amount receivable from reinsurance program | 2,271 | $ 2,686 |
Letters of credit outstanding | 23,850 | |
Standby Letters of Credit | Cash Equivalents | Workers' Compensation Insurance Program | ||
Loss Contingencies [Line Items] | ||
Collateral securing workers' compensation insurance program | 19,159 | |
Standby Letters of Credit | Debt and Equity Investments | Workers' Compensation Insurance Program | ||
Loss Contingencies [Line Items] | ||
Collateral securing workers' compensation insurance program | $ 4,691 |
Restructuring Expense - Summary
Restructuring Expense - Summary of Liabilities and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Expenses Incurred | $ 1,570 | $ 1,220 | $ 1,944 | $ 16,859 |
Corporate and Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses Incurred | 1,568 | 1,468 | ||
Strategic Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,030 | 6,727 | 2,930 | 0 |
Expenses Incurred | (66) | 1,220 | 308 | 16,859 |
Payments | 112 | 4,709 | 2,386 | 13,621 |
Ending Balance | 852 | 3,238 | 852 | 3,238 |
Strategic Plan | Corporate and Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 138 | 2,007 | 389 | 0 |
Expenses Incurred | (68) | 717 | (168) | 3,105 |
Payments | 18 | 1,691 | 169 | 2,072 |
Ending Balance | 52 | 1,033 | 52 | 1,033 |
Strategic Plan | Residential | Operating Segments | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 892 | 4,144 | 2,541 | 0 |
Expenses Incurred | 813 | 476 | 12,344 | |
Payments | 94 | 2,752 | 2,217 | 10,139 |
Ending Balance | 800 | 2,205 | 800 | 2,205 |
Strategic Plan | Residential | Operating Segments | DHC | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses Incurred | 2 | 813 | 12,344 | |
Strategic Plan | Lifestyle Services | Operating Segments | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 576 | 0 | ||
Expenses Incurred | (310) | 1,410 | ||
Payments | 266 | 1,410 | ||
Ending Balance | 0 | 0 | ||
Strategic Plan | Severance, benefits and transition expenses | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 124 | 3,494 | 1,437 | 0 |
Expenses Incurred | 0 | (810) | (171) | 8,129 |
Payments | 0 | 1,475 | 1,142 | 6,920 |
Ending Balance | 124 | 1,209 | 124 | 1,209 |
Strategic Plan | Transaction expenses | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 906 | 738 | 488 | 0 |
Expenses Incurred | (66) | 1,155 | 512 | 2,250 |
Payments | 112 | 1,441 | 272 | 1,798 |
Ending Balance | 728 | 452 | 728 | 452 |
Strategic Plan | Retention bonuses | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 2,495 | 1,005 | 0 | |
Expenses Incurred | 875 | (33) | 6,480 | |
Payments | 1,793 | 972 | 4,903 | |
Ending Balance | $ 0 | $ 1,577 | $ 0 | $ 1,577 |
Restructuring Expense - Narrati
Restructuring Expense - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Aug. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | $ 1,570 | $ 1,220 | $ 1,944 | $ 16,859 | |||||
Strategic Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | (66) | 1,220 | 308 | 16,859 | |||||
Payments | 112 | 4,709 | 2,386 | 13,621 | |||||
Restructuring reserve | 852 | 3,238 | 852 | 3,238 | $ 1,030 | $ 2,930 | $ 6,727 | $ 0 | |
Strategic Plan | Retention bonuses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | 875 | (33) | 6,480 | ||||||
Payments | 1,793 | 972 | 4,903 | ||||||
Restructuring reserve | 0 | 1,577 | 0 | 1,577 | 1,005 | 2,495 | 0 | ||
Strategic Plan | Severance, benefits and transition expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | 0 | (810) | (171) | 8,129 | |||||
Payments | 0 | 1,475 | 1,142 | 6,920 | |||||
Restructuring reserve | 124 | 1,209 | 124 | 1,209 | 124 | 1,437 | 3,494 | 0 | |
Strategic Plan | Transaction expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | (66) | 1,155 | 512 | 2,250 | |||||
Payments | 112 | 1,441 | 272 | 1,798 | |||||
Restructuring reserve | 728 | $ 452 | 728 | $ 452 | $ 906 | $ 488 | $ 738 | $ 0 | |
Restructuring Plan By A&M | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | $ 600 | ||||||||
Expenses incurred | 1,636 | 1,636 | |||||||
Payments | 299 | ||||||||
Restructuring reserve | 1,337 | 1,337 | |||||||
Restructuring Plan By A&M | Retention bonuses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | 400 | 93 | |||||||
Payments | 92 | ||||||||
Restructuring reserve | 1 | 1 | |||||||
Restructuring Plan By A&M | Severance, benefits and transition expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | 2,000 | 1,404 | |||||||
Payments | 198 | ||||||||
Restructuring reserve | 1,206 | 1,206 | |||||||
Restructuring Plan By A&M | Cash Expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | $ 3,000 | ||||||||
Restructuring Plan By A&M | Other Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring expenses | 139 | ||||||||
Restructuring Plan By A&M | Restructuring Payments | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Payments | 9 | ||||||||
Restructuring reserve | $ 130 | $ 130 |