Related Person Transactions | Note 10. Related Person Transactions We have relationships and historical and continuing transactions with SNH, RMR LLC and others related to them, including other companies to which RMR LLC provides management services and which have directors, trustees and officers who are also directors or officers of us or RMR LLC. For further information about these and other such relationships and certain other related person transactions, please refer to our Annual Report . SNH: We were formerly a 100% owned subsidiary of SNH until SNH spun us out to its shareholders in 2001. As of June 30, 2015, SNH owned 4,235,000 of our common shares, representing approximately 8.6% of our outstanding common shares, and SNH is our largest shareholder. As of June 30 , 2015, we leased 180 senior living communities from SNH. Our total minimum annual rent payable to SNH as of June 30 , 2015 and 2014 was $191,397 and $190,867 , respectively , excluding percentage rent. Our total rent expense under our leases with SNH, net of lease inducement amortization, was $48,973 and $48,822 for the three months ended June 30, 2015 and 2014, respectively, and $97,915 and $97,581 for the six months ended June 30, 2015 and 2014, respectively, which amounts included estimated percentage rent of $1,393 and $1,403 for the three months ended June 30, 2015 and 2014, respectively, and $2,824 and $2,819 for of the six months ended June 30, 2015 and 2014, respectively. As of June 30 , 2015 and December 31, 2014, we had outstanding rent due and payable to SNH of $17,286 and $17,310 , respectively. During the six months ended June 30 , 2015 and 2014, pursuant to the terms of our leases with SNH, we sold $8,902 and $17,423 , respectively, of improvements made to properties leased from SNH, and, as a result, our annual rent payable to SNH increased by approximately $717 and $1,395 , respectively . As of June 30 , 2015, our property and equipment included $8,205 for similar improvements we have made to properties we lease from SNH that we typically request that SNH purchase from us for an increase in future rent; however, we are not obligated to make these sales and SNH is not obligated to fund such amounts. In February 2015, SNH acquired a land parcel adjacent to a senior living community we lease from SNH for $490 . This property was added to the lease for that senior living community and our annual rent payable to SNH increased by $39 as a result . In February 2015, we and SNH sold a vacant assisted living communi ty located in Pennsylvania for $250 , and as a result of this sale, our annual minimum rent payable to SNH decreased by $23 in accordance with the terms of the applicable lease. In July 2015, we and SNH sold a SNF located in Iowa with 12 living units for $155 , and as a result of this sale, our annual minimum rent payable to SNH decreased by $16 in accordance with the terms of the applicable lease. In August 2015, we and SNH sold a SNF located in Wisconsin with 39 living units for $850 , and as a result of this sale, our annual minimum rent payable to SNH decreased by $85 in accordance with the terms of the applicable lease. As of June 30 , 2015, we managed 60 sen ior living communities for SNH; as of June 30, 2014, we managed 44 senior living communities for SNH. Pursuant to these management agreements with SNH, we earned management fees of $2,699 and $2,433 for the three months ended June 30, 2015 and 2014, respectively, and $5,222 and $4,858 for the six months ended June 30, 2015 and 2014, respectively. In May 2015, we began managing pursuant to 14 separate management agreements 14 senior living communities that SNH acquired at that time. The economic terms of these management agreements are substantially similar to our other management agreements with SNH for senior living communities including assisted living units. Also in May 2015, SNH acquired a senior living community with 40 private pay independent living units located in Georgia. This senior living community is adjacent to another community that we manage for SNH. The operations of this community and the community already managed are conducted as a single integrated community under the same management agreement. Pursuant to our management agreement with D&R Yonkers LLC, we earned management fees o f $54 and $59 for the three months ended June 30, 2015 and 2014, respectively, and $108 and $119 for the six months ended June 30, 2015 and 2014, respectively. SNH’s executive officers are the principals of D&R Yonkers LLC, which was established in order to accommodate certain state licensing requirements. RMR LLC: Pursuant to our business management agreement with RMR LLC , we recognized business management fees of $2,142 and $2,134 , and information sys tem service charges of $0 and $1,384 , for the three months ended June 30 , 201 5 and 2014, respectively, and business management fees of $4,269 and $4,140 , and information system service charges of $0 and $2,903 , for the six months ended June 30, 2015 and 2014, respectively. These amounts are included in general and administrative expenses in our condensed consolid ated statements of operations. On March 16, 2015, we and RMR LLC entered into an amended and restated business management agreement, which was approved by our Compensation Committee, comprised solely of our Independent Directors. As amended, RMR LLC may terminate the business management agreement upon 120 days’ written notice, and we continue to have the right to terminate the business management agreement upon 60 days’ written notice, subject to approval by a majority vote of our Independent Directors. As amended, if we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal. If we terminate for cause, as defined, no termination fee is payable. Also, as amended, RMR LLC agrees to provide certain transition services to us for 120 days following termination by us or notice of termination by RMR LLC . Our rent expense for our headquarters that we le ase from an affiliate of R eit Management & Research Trust, or RMR Trust, was $436 and $317 for the three months ended June 30, 2015 and 2014, respectively, and $847 and $672 for the six months ended June 30, 2015 and 2014, respectively. RMR Trust is an owner of RMR LLC, our manager. AIC : As of June 30 , 2015, o ur investment in AIC had a carrying value of $6,904 . We recognized income of $23 and $118 related to our investment in AIC for the three months ended June 30, 2015 and 2014, respectively, and $95 and $21 for the six months ended June 30, 2015 and 2014, respectively. Our other comprehensive (loss) income includes unrealized (losses) gains on securities held for sale which are owned by AIC of $(64) and $22 for the three months ended June 30, 2015 and 2014, respectively, and $(19) and $41 for the six months ended June 30, 2015 and 2014, respectively. In June 2015, we and the other shareholders of AIC renewed our participation in an insurance program arranged by AIC. In connection with that renewal, we purchased a three year combined property insurance policy providing $500,000 of coverage annually with the premium to be paid annually and a one year combined policy providing terrorism coverage of $200,000 for our properties. We currently expect to pay aggregate annual premiums, including taxes and fees, of approximately $4,067 in connection with these policies for the policy year ending June 30, 2016, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. |