Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001351051 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-33459 | ||
Entity Registrant Name | Genesis Healthcare, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-3934755 | ||
Entity Address, Address Line One | 101 East State Street | ||
Entity Address, City or Town | Kennett Square | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19348 | ||
City Area Code | 610 | ||
Local Phone Number | 444-6350 | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | ||
Trading Symbol | GEN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 115.6 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Listing, Par Value Per Share | $ 0.001 | ||
Entity Common Stock, Shares Outstanding | 108,163,948 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Listing, Par Value Per Share | 0.001 | ||
Entity Common Stock, Shares Outstanding | 744,396 | ||
Class C Common Stock | |||
Document Information [Line Items] | |||
Entity Listing, Par Value Per Share | $ 0.001 | ||
Entity Common Stock, Shares Outstanding | 55,902,144 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 12,097 | $ 20,865 |
Restricted cash and equivalents | 63,101 | 73,762 |
Restricted investments in marketable securities | 31,855 | 35,631 |
Accounts receivable | 567,636 | 622,717 |
Prepaid expenses | 108,908 | 82,747 |
Other current assets | 44,079 | 36,528 |
Assets held for sale | 1,171 | 3,375 |
Total current assets | 828,847 | 875,625 |
Property and equipment, net of accumulated depreciation of $431,361 and $976,802 at December 31, 2019 and December 31, 2018, respectively | 962,105 | 2,887,554 |
Finance lease right-of-use assets, net of accumulated amortization of $23,401 at December 31, 2019 | 37,097 | |
Operating lease right-of-use assets | 2,399,505 | |
Restricted cash and equivalents | 50,608 | 47,649 |
Restricted investments in marketable securities | 105,087 | 100,522 |
Other long-term assets | 85,725 | 125,595 |
Deferred income taxes | 3,772 | 5,867 |
Identifiable intangible assets, net of accumulated amortization of $76,243 and $99,160 at December 31, 2019 and December 31, 2018, respectively | 87,446 | 119,082 |
Goodwill | 85,642 | 85,642 |
Assets held for sale | 16,306 | 16,087 |
Total assets | 4,662,140 | 4,263,623 |
Current liabilities: | ||
Current installments of long-term debt | 162,426 | 122,531 |
Current installments of finance lease obligations | 2,839 | |
Current installments of finance lease obligations under Topic 840 | 2,171 | |
Current installments of operating lease obligations | 140,887 | |
Current installments of financing obligations under Topic 840 | 2,001 | |
Accounts payable | 238,384 | 234,786 |
Accrued expenses | 226,092 | 227,813 |
Accrued compensation | 153,698 | 172,726 |
Self-insurance reserves | 146,476 | 149,545 |
Current portion of liabilities held for sale | 368 | 639 |
Total current liabilities | 1,071,170 | 912,212 |
Long-term liabilities: | ||
Long-term debt | 1,450,994 | 1,082,933 |
Finance lease obligations | 39,335 | 967,942 |
Operating lease obligations | 2,681,403 | |
Financing obligations | 2,732,939 | |
Deferred income taxes | 5,245 | 6,281 |
Self-insurance reserves | 406,864 | 453,993 |
Liabilities held for sale | 19,789 | 25,942 |
Other long-term liabilities | 69,905 | 126,247 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Additional paid-in-capital | 248,594 | 270,408 |
Accumulated deficit | (1,010,296) | (1,609,828) |
Accumulated other comprehensive income (loss) | 602 | (262) |
Total stockholders’ deficit before noncontrolling interests | (760,935) | (1,339,520) |
Noncontrolling interests | (321,630) | (705,346) |
Total stockholders' deficit | (1,082,565) | (2,044,866) |
Total liabilities and stockholders’ deficit | 4,662,140 | 4,263,623 |
Class A Common Stock | ||
Stockholders’ deficit: | ||
Common stock | 108 | 101 |
Class B Common Stock | ||
Stockholders’ deficit: | ||
Common stock | 1 | 1 |
Class C Common Stock | ||
Stockholders’ deficit: | ||
Common stock | $ 56 | $ 60 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Other assets: | ||
Accumulated depreciation on property and equipment | $ 976,802 | $ 431,361 |
Accumulated amortization on finance lease ROU asset | 23,401 | |
Accumulated amortization on intangible assets | 99,160 | $ 76,243 |
Stockholders’ deficit: | ||
Capital Lease Obligations Incurred | $ 69,255 | |
Class A Common Stock | ||
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 101,235,935 | 107,888,854 |
Common stock, shares, outstanding (in shares) | 101,235,935 | 107,888,854 |
Class B Common Stock | ||
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 744,396 | 744,396 |
Common stock, shares, outstanding (in shares) | 744,396 | 744,396 |
Class C Common Stock | ||
Stockholders’ deficit: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 59,700,801 | 56,172,193 |
Common stock, shares, outstanding (in shares) | 59,700,801 | 56,172,193 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
Net revenues | $ 4,565,834 | $ 4,976,650 |
Salaries, wages and benefits | 2,485,010 | 2,786,908 |
Other operating expenses | 1,374,847 | 1,479,880 |
General and administrative costs | 144,471 | 149,182 |
Lease expense | 387,063 | |
Lease expense under Topic 840 | 129,859 | |
Depreciation and amortization expense | 123,159 | 220,896 |
Interest expense | 180,392 | 463,738 |
(Gain) loss on early extinguishment of debt | (122) | 391 |
Investment income | (7,296) | (6,832) |
Other income | (173,505) | (12,920) |
Transaction costs | 26,362 | 31,953 |
Long-lived asset impairments | 16,937 | 104,997 |
Goodwill and identifiable intangible asset impairments | 3,538 | |
Equity in net income of unconsolidated affiliates | (712) | (100) |
Income (loss) before income tax expense (benefit) | 9,228 | (374,840) |
Income tax expense (benefit) | 1,754 | (2,423) |
Net income (loss) | 7,474 | (372,417) |
Less net loss attributable to noncontrolling interests | 7,145 | 137,186 |
Net income (loss) attributable to Genesis Healthcare, Inc. | $ 14,619 | $ (235,231) |
Basic: | ||
Weighted-average shares outstanding for basic net income (loss) per share | 107,286 | 101,007 |
Basic net income (loss) per common share attributable to Genesis Healthcare, Inc. | $ 0.14 | $ (2.33) |
Diluted: | ||
Weighted-average shares outstanding for diluted net income (loss) per share | 165,314 | 101,007 |
Diluted net income (loss) per common share attributable to Genesis Healthcare, Inc. | $ 0.10 | $ (2.33) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ 7,474 | $ (372,417) |
Net unrealized gain (loss) on marketable securities, net of tax | 1,198 | (48) |
Comprehensive income (loss) | 8,672 | (372,465) |
Less: comprehensive loss attributable to noncontrolling interests | 6,811 | 137,334 |
Comprehensive income (loss) attributable to Genesis Healthcare, Inc. | $ 15,483 | $ (235,131) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Stockholders' Deficit | Noncontrolling Interests | Total |
Balance, beginning of period at Dec. 31, 2017 | $ 97 | $ 1 | $ 61 | $ 290,573 | $ (1,374,597) | $ (362) | $ (1,084,227) | $ (595,905) | $ (1,680,132) |
Balance, beginning of period (in shares) at Dec. 31, 2017 | 97,101 | 744 | 61,561 | ||||||
Increase (decrease) in stockholders' deficit | |||||||||
Net loss | (235,231) | (235,231) | (137,186) | (372,417) | |||||
Net unrealized gain (loss) on marketable securities, net of tax | 100 | 100 | (148) | (48) | |||||
Share-based compensation | 8,820 | 8,820 | 8,820 | ||||||
Issuance of common stock | $ 2 | (2) | |||||||
Issuance of common stock, shares | 2,275 | ||||||||
Conversion of common stock among classes | $ 2 | $ (1) | (29,855) | (29,854) | 29,854 | ||||
Conversion of common stock among classes (in shares) | 1,860 | (1,860) | |||||||
Distributions to noncontrolling interests | (64) | (64) | (1,961) | (2,025) | |||||
Issuance of stock warrants | 936 | 936 | 936 | ||||||
Balance, end of period at Dec. 31, 2018 | $ 101 | $ 1 | $ 60 | 270,408 | (1,609,828) | (262) | (1,339,520) | (705,346) | (2,044,866) |
Balance, end of period (in shares) at Dec. 31, 2018 | 101,236 | 744 | 59,701 | ||||||
Increase (decrease) in stockholders' deficit | |||||||||
Net loss | 14,619 | 14,619 | (7,145) | 7,474 | |||||
Net unrealized gain (loss) on marketable securities, net of tax | 864 | 864 | 334 | 1,198 | |||||
Share-based compensation | 7,309 | 7,309 | 7,309 | ||||||
Issuance of common stock | $ 3 | (3) | |||||||
Issuance of common stock, shares | 3,124 | ||||||||
Conversion of common stock among classes | $ 4 | $ (4) | (29,184) | (29,184) | 29,184 | ||||
Conversion of common stock among classes (in shares) | 3,529 | (3,529) | |||||||
Distributions to noncontrolling interests | 64 | 64 | (5,817) | (5,753) | |||||
Contributions from noncontrolling interests | 27,031 | 27,031 | |||||||
Cumulative effect of accounting change | 584,913 | 584,913 | 340,129 | 925,042 | |||||
Balance, end of period at Dec. 31, 2019 | $ 108 | $ 1 | $ 56 | $ 248,594 | $ (1,010,296) | $ 602 | $ (760,935) | $ (321,630) | $ (1,082,565) |
Balance, end of period (in shares) at Dec. 31, 2019 | 107,889 | 744 | 56,172 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ 7,474 | $ (372,417) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Non-cash interest and leasing arrangements, net | 27,311 | 72,193 |
Other non-cash gain, net | (173,505) | (12,920) |
Share based compensation | 7,309 | 8,820 |
Depreciation and amortization expense | 123,159 | 220,896 |
Reduction in the carrying amount of operating lease right-of-use assets | 117,127 | |
(Recovery) provision for losses on accounts receivable | (4,469) | 2,554 |
Equity in net income of unconsolidated affiliates | (712) | (100) |
Benefit for deferred taxes | (179) | (3,475) |
Long-lived asset impairments | 16,937 | 104,997 |
Goodwill and identifiable intangible asset impairments | 3,538 | |
Gain on early extinguishment of debt | (2,822) | (94) |
Changes in assets and liabilities: | ||
Accounts receivable | 45,745 | 66,508 |
Accounts payable and other accrued expenses and other | (76,911) | (71,916) |
Operating lease obligations | (93,630) | |
Net cash (used in) provided by operating activities | (7,166) | 18,584 |
Cash flows from investing activities: | ||
Capital expenditures | 62,727 | 51,152 |
Purchases of marketable securities | (70,316) | (79,650) |
Proceeds on maturity or sale of marketable securities | 71,174 | 69,180 |
Purchases of assets | (591,660) | |
Sales of assets | 257,806 | 74,375 |
Restricted deposits | (3,820) | (873) |
Notes receivable and other investment reductions | 12,590 | 396 |
Other, net | (50) | (400) |
Net cash (used in) provided by investing activities | (387,003) | 11,876 |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 4,661,000 | 4,591,439 |
Repayments under revolving credit facilities | (4,630,664) | (4,548,815) |
Proceeds from issuance of long-term debt | 538,538 | 574,171 |
Repayment of long-term debt | (199,626) | (544,077) |
Repayment of finance lease obligations | (2,645) | |
Debt issuance costs | (10,182) | (17,030) |
Debt settlement costs | (485) | |
Contributions from noncontrolling interests | 27,031 | |
Distributions to noncontrolling interests and stockholders | (5,753) | (2,025) |
Net cash provided by financing activities | 377,699 | 53,178 |
Net (decrease) increase in cash, cash equivalents and restricted cash and equivalents | (16,470) | 83,638 |
Cash, cash equivalents and restricted cash and equivalents: | ||
Beginning of period | 142,276 | 58,638 |
End of period | 125,806 | 142,276 |
Supplemental cash flow information: | ||
Interest paid | 153,589 | 393,632 |
Net taxes paid | 1,496 | 4,427 |
Non-cash investing and financing activities: | ||
Finance lease obligations, net write-down due to lease activity | (69,255) | |
Finance lease obligations, net write-down due to lease activity | (930,110) | |
Assets subject to finance lease obligations, net (gross-up) write-down due to lease activity | (53,588) | |
Assets subject to capital lease obligations, net (gross-up) write-down due to lease activity, under ASC 840 | 50,321 | |
Operating lease obligations, net gross-up due to lease activity | 2,916,017 | |
Assets subject to operating leases, net (gross-up) due to lease activity | (2,523,708) | |
Financing obligations, net write-down due to lease activity | (2,734,940) | (168,993) |
Assets subject to financing obligations, net write-down due to lease activity | $ 1,718,507 | $ 131,048 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2019 | |
General Information | |
General Information | (1) Description of Business Genesis Healthcare, Inc. is a healthcare services holding company that through its subsidiaries (collectively, the Company or Genesis), owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. At December 31, 2019, the Company provides inpatient services through 381 skilled nursing, assisted/senior living and behavioral health centers located in 26 states. Revenues of the Company’s owned, leased and otherwise consolidated inpatient businesses constitute approximately 87% of its revenues. The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. The Company has expanded its delivery model for providing rehabilitation services to community-based and at-home settings, as well as internationally in China. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 10% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing services, and other healthcare related services, which comprise the balance of the Company’s revenues. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net income (loss) attributable to Genesis Healthcare, Inc. and net loss attributable to noncontrolling interests in its consolidated statements of operations. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of control and economics that considers whether the Company has the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to the VIE. During 2019, the Company entered into two partnerships that acquired the real property of 33 skilled nursing facilities that are leased to the Company. Management has concluded that these entities are VIEs, of which the Company is the primary beneficiary. As a result, it has included the assets, liabilities, and operating results of these entities in its consolidated financial statements. See Note 4 – “ Significant Transactions and Events – Strategic Partnership .” Certain prior year disclosure amounts have been reclassified to conform to current period presentation. Financial Condition and Liquidity Considerations The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued (March 16, 2020). Management considered the recent results of operations as well as the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before March 16, 2021. Based upon such considerations, management determined that there are no known or knowable conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date of issuance of these financial statements (March 16, 2020). The Company’s results of operations continue to be negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in the Company’s inpatient segment, but also has had a detrimental effect on the Company’s rehabilitation therapy segment and its customers. In recent years, the Company has implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment. The Company expects to continue to pursue cost mitigation and other strategies in response to the operating environment and liquidity requirements. During the year ended December 31, 2019, the Company amended, or obtained waivers related to, the financial covenants of all of its material debt and lease agreements to account for these ongoing changes in its capital structure and business conditions. Although the Company is and projects to be in compliance with all of its material debt and lease covenants through March 16, 2021, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with the covenants. Should the Company fail to comply with its debt and lease covenants at a future measurement date it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions apply, the default could have a more significant impact on the Company’s financial position. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Estimates and Assumptions The consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to consolidate company financial information and make informed estimates and assumptions that affect the reported amounts of assets and liabi lities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to revenues, valuation of accounts receivable, self-insured liabilities, income taxes, impairment of long-lived assets, and other contingencies. Actual results could differ from those estimates. Revenue Recognition The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), effective January 1, 2018. The Company’s adoption of Topic 606 primarily impacted the presentation of revenues due to the inclusion of variable consideration in the form of implicit price concessions contained in certain of its contracts with customers. Under Topic 606, amounts estimated to be uncollectable are generally considered implicit price concessions that are a direct reduction to net revenues. To the extent there are material subsequent events that affect the payor's ability to pay, such amounts are recorded within operating expenses. The Company generates revenues, primarily by providing healthcare services to its customers. Revenues are recognized when control of the promised good or service is transferred to our customers, in an amount that reflects the consideration to which the Company expects to be entitled from patients, third-party payors (including government programs and insurers) and others, in exchange for those goods and services. Performance obligations are determined based on the nature of the services provided. The majority of the Company’s healthcare services represent a bundle of services that are not capable of being distinct and as such, are treated as a single performance obligation satisfied over time as services are rendered. The Company also provides certain ancillary services which are not included in the bundle of services, and as such, are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. Variable consideration also exists in the form of settlements with Medicare and Medicaid as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. Adjustments arising from a change in the transaction price were not significant for the years ended December 31, 2019 and 2018. The Company does not adjust the promised amount of consideration for the effects of a significant financing component due to its expectation that the period between the time the service is provided and the time payment is received will be one year or less. The Company recognizes revenue in the statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to private pay patients, which are billed monthly in advance. See Note 5 – “ Net Revenues and Accounts Receivable. ” Accounts Receivable The Company’s accounts receivable are primarily comprised of amounts due from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care providers that utilize its rehabilitation therapy and other services. The Company evaluates the valuation of accounts receivable based on analysis of historical collection trends, as well as its understanding of the nature and collectibility of accounts based on their age and other factors. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less when purchased and therefore, approximate fair value. The Company’s available cash is held in accounts at commercial banking institutions. The Company currently has bank deposits with commercial banking institutions that exceed Federal Deposit Insurance Corporation insurance limits. Restricted Cash and Equivalents Restricted cash and equivalents includes cash and money market funds held by the Company’s wholly-owned captive insurance subsidiary, which are substantially restricted to securing outstanding claims losses. Further, restricted cash and equivalents includes cash proceeds received under the ABL Credit Facilities that are pledged to cash collateralize letters of credit previously issued under the retired revolving credit facilities, as well as cash account balances subject to deposit account control agreements that were sprung under the ABL Credit Facilities resulting in the majority of the Company’s cash accounts being classified as restricted. See Note 12 – “ Long-Term Debt – Asset Based Lending Facilities.” The restricted cash and equivalents balances at December 31, 2019 and 2018 were $113.7 million and $121.4 million, respectively. Restricted Investments in Marketable Securities Restricted investments in marketable securities primarily consist of fixed interest rate securities that are considered to be available-for-sale and accordingly are reported at fair value with unrealized gains and losses, net of related tax effects, included within accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Fair values for fixed interest rate securities are based on quoted market prices. A decline in the market value of any security below cost that is deemed other-than-temporary is charged to income, resulting in the establishment of a new cost basis for the security. Realized gains and losses for securities classified as available-for-sale are derived using the specific identification method for determining the cost of securities sold. The restricted investments in marketable securities balances at December 31, 2019 and 2018 were $136.9 million and $136.2 million, respectively. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the depreciable assets, which generally range from 20-35 years for buildings, building improvements and land improvements, and 3-15 years for equipment, furniture and fixtures. Depreciation expense on leasehold improvements is calculated using the straight-line method over the lesser of the lease term or the estimated useful life of the asset. Expenditures for maintenance and repairs necessary to maintain property and equipment in efficient operating condition are expensed as incurred. Costs of additions and improvements are capitalized. Total depreciation expense for the years ended December 31, 2019 and 2018 was $96.1 million and $210.0 million, respectively. Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value, less costs to sell. See Note 19 – “ Asset Impairment Charges .” Goodwill and Identifiable Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company tests goodwill on an annual basis and between annual tests if events occur or circumstances exist that would reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual goodwill impairment assessment for its reporting units as of September 30 of each year. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. Definite-lived intangible assets consist of management contracts, customer relationships and favorable leases. These assets are amortized in accordance with the authoritative guidance for intangible assets using the straight-line method over their estimated useful lives. These assets are tested for impairment consistent with the Company’s long-lived assets. Indefinite-lived intangible assets consist of trade names. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events occur or circumstances exist that would indicate that the carrying amount of the intangible asset may not be recoverable. See Note 11 – “ Goodwill and Identifiable Intangible Assets ” and Note 19 – “ Asset Impairment Charges .” Self-Insurance Reserves The Company provides for self-insurance reserves for both general and professional liability and workers’ compensation claims based on estimates of the ultimate costs for both reported claims and claims incurred but not reported. Estimated losses from asserted and incurred but not reported claims are accrued based on the Company’s estimates of the ultimate costs of the claims, which include costs associated with litigating or settling claims, and the relationship of past reported incidents to eventual claims payments. All relevant information, including the Company’s own historical experience, the nature and extent of existing asserted claims and reported incidents, and independent actuarial analyses of this information is used in estimating the expected amount of claims. The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns whereas the reserves for general and professional liability are recorded on an undiscounted basis. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. See Note 21 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs – General and Professional Liability and Workers’ Compensation .” Income Taxes The Company’s effective tax rate is based on pretax income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. The Company accounts for income taxes in accordance with applicable guidance on accounting for income taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between book and tax bases on recorded assets and liabilities. Accounting guidance also requires that deferred tax assets be reduced by a valuation allowance, when it is more likely than not that a tax benefit will not be realized. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company evaluates, on a quarterly basis, its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are its forecast of pre-tax earnings, its forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. To the extent the Company prevails in matters for which reserves have been established, or is required to pay amounts in excess of its reserves, its effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of cash and result in an increase in the effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in the Company’s effective tax rate in the year of resolution. The Company records accrued interest and penalties associated with uncertain tax positions as income tax expense in the consolidated statement of operations. Leases The Company adopted a new leasing standard, FASB ASC Topic 842, Leases (Topic 842), on January 1, 2019 and elected the option to apply the transition requirements thereof at the effective date with the effects of initially applying the new standard recognized as a cumulative-effect adjustment to accumulated deficit on the adoption date. Consequently, financial information has not been updated for periods prior to January 1, 2019 . See Recently Adopted Accounting Pronouncements below. The Company leases skilled nursing facilities and assisted/senior living facilities, as well as certain office space, land, and equipment. Under Topic 842, the Company evaluates at contract inception whether a lease exists and recognizes a lease liability and right-of-use (ROU) asset for all leases with a term greater than 12 months. Leases are classified as either finance or operating. While many of the Company’s facilities are subject to master lease agreements, leases are assessed, classified, and measured at the facility level. All lease liabilities are measured as the present value of the future lease payments using a discount rate, which is generally the Company’s incremental borrowing rate for collateralized borrowings. The future lease payments used to measure the lease liability include both fixed and variable payments that depend on a rate or index, as well as the exercise price of any options to purchase the underlying asset that have been deemed reasonably certain of being exercised. Future lease payments for optional renewal periods that are not reasonably certain of being exercised are excluded from the measurement of the lease liability. Regarding variable payments that depend on a rate or index, the lease liability is measured using the applicable rate or index as of lease commencement and is only remeasured under certain circumstances, such as a change in the lease term. Lease incentives serve to reduce the amount of future lease payments included in the measurement of the lease liability. For all leases, the ROU asset is initially derived from the measurement of the lease liability and adjusted for certain items, such as initial direct costs and lease incentives received. ROU assets are subject to impairment testing. Amortization of finance lease ROU assets, which is generally recognized on a straight-line basis over the lesser of the lease term and the estimated useful life of the asset, is included within depreciation and amortization expense in the consolidated statements of operations. Interest expense associated with finance lease liabilities is included within interest expense in the consolidated statements of operations. Operating lease expense is recognized on a straight-line basis over the lease term and included within lease expense in the consolidation statements of operations. The lease term is determined based on the date the Company acquires control of the leased premises through the end of the lease term. Optional renewals periods are not initially included in the lease term unless they are deemed to be reasonably certain of being exercised at lease commencement. For further discussion, see Note 10 – “Leases.” Earnings (Loss) Per Share The Company follows the Financial Accounting Standards Board’s (FASB) authoritative guidance for the financial reporting of earnings (loss) per share. Earnings (loss) per share excludes dilution and is based upon the weighted average number of common shares outstanding during the respective periods. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise resulted in the issuance of common stock that then shared in the earnings of the Company. See Note 6 – “Earnings (Loss) Per Share .” Business Combinations The Company’s acquisition strategy is to identify facilities for purchase or lease that are complementary to its current affiliated facilities, accretive to its business or otherwise advance its strategy. The results of all of the Company’s operating subsidiaries are included in the accompanying financial statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting and include leasing and other financing arrangements as well as cash transactions. Assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, the initial fair value might not be finalized up to one year after the date of acquisition. In developing estimates of fair values for long-lived assets, the Company utilizes a variety of factors including market data, cash flows, growth rates, and replacement costs. Determining the fair value for specifically identified intangible assets involves significant judgment, estimates and projections related to the valuation to be applied to intangible assets such as favorable leases, customer relationships, management contracts and trade names. The subjective nature of management’s assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity. In transactions where significant judgment or other assumptions could have a material impact on the conclusion, the Company may engage third party specialists to assist in the valuation of the acquired assets and liabilities. Additionally, as the Company amortizes definite-lived acquired intangible assets over time, the purchase accounting allocation directly impacts the amortization expense recorded on the financial statements. Recently Adopted Accounting Pronouncements In February 2016, the FASB established Topic 842 by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The Company elected the option to apply the transition requirements in Topic 842 at the effective date of January 1, 2019 with the effects of initially applying Topic 842 recognized as a cumulative-effect adjustment to accumulated deficit in the period of adoption. Consequently, financial information has not been updated and the disclosures required under the new standard have not been provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The adoption of the new standard had a material effect on the Company’s financial statements. The most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; (2) the derecognition of existing assets and liabilities for sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that historically did not qualify for sale accounting; and (3) providing significant new disclosures about its leasing activities. Upon adoption, the Company: · Recognized operating lease liabilities of $0.6 billion based on the present value of the remaining minimum rental payments as determined in accordance with Topic 842 for leases that had historically been accounted for as operating leases under the previous leasing standards. The Company recognized corresponding ROU assets of approximately $0.5 billion based on the operating lease liabilities, adjusted for existing straight-line lease liabilities, existing assets and liabilities related to favorable and unfavorable terms of operating leases previously recognized in respect of business combinations, and the impairment of the ROU assets. The resulting net impact of $0.1 billion associated with this change in accounting was recognized as an increase to opening accumulated deficit as of January 1, 2019. · Derecognized existing financing obligations of $2.7 billion and existing property and equipment of $1.7 billion. The Company recognized new operating lease liabilities and corresponding ROU assets of $1.9 billion on its balance sheet for the associated leases. The resulting net impact of $1.0 billion associated with this change in accounting was recognized as a reduction to opening accumulated deficit as of January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. See Note 10 – “ Leases. ” In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits entities to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act (Tax Reform Act) on items within accumulated other comprehensive income (loss) to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income is not affected by this update. The Company adopted the new standard on January 1, 2019. The adoption of ASU 2018-02 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which simplifies the fair value measurement disclosure requirements. The Company adopted the new standard on January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets, such as available-for-sale debt securities. The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The standard has been further refined through subsequent releases by the FASB, including the extension of the effective date. As a smaller reporting company, the standard is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which serves to remove or amend certain requirements associated with the accounting for income taxes. The standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures. |
Certain Significant Risks and U
Certain Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
Certain Significant Risks and Uncertainties | |
Certain Significant Risks and Uncertainties | (3) Revenue Sources The Company receives revenues from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care facilities that utilize its rehabilitation therapy and other services. The Company’s inpatient services segment derives approximately 78% of its revenue from Medicare and various state Medicaid programs. The following table depicts the Company’s inpatient services segment revenue by source for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 Medicare 20 % 21 % Medicaid 58 % 57 % Insurance 12 % 12 % Private 7 % 8 % Other 3 % 2 % Total 100 % 100 % The sources and amounts of the Company’s revenues are determined by a number of factors, including licensed bed capacity and occupancy rates of inpatient facilities, the mix of patients and the rates of reimbursement among payors. Likewise, payment for ancillary medical services, including services provided by the Company’s rehabilitation therapy services business, varies based upon the type of payor and payment methodologies. Changes in the case mix of the patients as well as payor mix among Medicare, Medicaid and private pay can significantly affect the Company’s profitability. It is not possible to quantify fully the effect of legislative changes, the interpretation or administration of such legislation or other governmental initiatives on the Company’s business and the business of the customers served by the Company’s rehabilitation therapy business. The potential impact of reforms to the United States healthcare system, including potential material changes to the delivery of healthcare services and the reimbursement paid for such services by the government or other third party payors, is uncertain at this time. Also, initiatives among managed care payors, conveners and referring acute care hospital systems to reduce lengths of stay and avoidable hospital admissions and to divert referrals to home health or other community-based care settings could have an adverse impact on the Company’s business. Accordingly, there can be no assurance that the impact of any future healthcare legislation, regulation or actions by participants in the health care continuum will not adversely affect the Company’s business. There can be no assurance that payments under governmental and private third-party payor programs will be timely, will remain at levels similar to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. The Company’s financial condition and results of operations are and will continue to be affected by the reimbursement process, which in the healthcare industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled. Laws and regulations governing the Medicare and Medicaid programs, and the Company’s business generally, are complex and are often subject to a number of ambiguities in their application and interpretation. The Company believes that it is in substantial compliance with all applicable laws and regulations. However, from time to time the Company and its affiliates are subject to pending or threatened lawsuits and investigations involving allegations of potential wrongdoing, some of which may be material or involve significant costs to resolve and/or defend, or may lead to other adverse effects on the Company and its affiliates including, but not limited to, fines, penalties and exclusion from participation in the Medicare and/or Medicaid programs. Concentration of Credit Risk The Company is exposed to the credit risk of its third-party customers, many of whom are in similar lines of business as the Company and are exposed to the same systemic industry risks of operations as the Company, resulting in a concentration of risk. These include organizations that utilize the Company’s rehabilitation services, staffing services and physician service offerings, engaged in similar business activities or having economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in regulatory and systemic industry conditions. Management assesses its exposure to loss on accounts at the customer level. The greatest concentration of risk exists in the Company’s rehabilitation therapy services business where it has over 140 distinct customers, many being chain operators with more than one location. One of the Company’s customers, a related party, comprises $28.9 million, approximately 34%, of the gross outstanding contract receivables in the rehabilitation services business at December 31, 2019. See Note 16 – “Related Party Transactions.” Additionally, one former customer comprises $7.0 million, approximately 8%, of the gross outstanding contract receivables in the rehabilitation therapy services business at December 31, 2019. A future adverse event impacting the solvency of these large customers resulting in their insolvency or other economic distress would have a material impact on the Company. Covenant Compliance Should the Company fail to comply with its debt and lease covenants at a future measurement date, it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions may apply, the default could have an even more significant impact on the Company’s financial position. Although the Company is in compliance, and projects to remain in compliance, with the covenants required by its material debt and lease agreements, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with its financial covenants through March 16, 2021. The Company’s ability to maintain compliance with financial covenants required by its debt and lease agreements depends in part on management’s ability to increase revenues and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly debt and lease covenant requirements. There can be no assurance that the confluence of these and other factors will not impede the Company’s ability to meet covenants required by its debt and lease agreements in the future. |
Significant Transactions and Ev
Significant Transactions and Events | 12 Months Ended |
Dec. 31, 2019 | |
Significant Transactions and Events | |
Significant Transactions and Events | (4) Strategic Partnerships Next Partnership On January 31, 2019, Welltower Inc. (Welltower) sold the real estate of 15 facilities to a real estate partnership (Next Partnership), of which the Company acquired a 46% membership interest for $16.0 million. The remaining interest is held by Next Healthcare (Next), a related party. See Note 16 – “ Related Party Transactions .” In conjunction with the facility sales, the Company received aggregate annual rent credits of $17.2 million. The Company will continue to operate these facilities pursuant to a master lease with the Next Partnership. The term of the master lease is 15 years with two five-year renewal options available. The Company will pay annual rent of $19.5 million, with no rent escalators for the first five years and an escalator of 2% beginning in the sixth lease year and thereafter. The Company also obtained a fixed price purchase option to acquire all of the real property of the facilities. The purchase option is exercisable between lease years five and seven, reducing in price each successive year down to a 10% premium over the net price paid by the partnership to acquire the facilities from Welltower. The Company has concluded the Next Partnership qualifies as a VIE and the Company is the primary beneficiary. As such, the Company has consolidated all of the accounts of the Next Partnership in the accompanying consolidated financial statements. The ROU assets and lease obligations related to the Next Partnership lease agreement have been fully eliminated in the Company’s consolidated financial statements. The Next Partnership acquired 22 skilled nursing facilities for a purchase price of $252.5 million but immediately sold seven of these facilities for $79.0 million. The initial consolidation of the remaining 15 facilities resulted in property and equipment of $173.5 million, non-recourse debt of $165.7 million, net of debt issuance costs, and non-controlling interest of $18.5 million. The impact of consolidation on the accompanying consolidated statement of operations was not material for the year ended December 31, 2019 apart from transaction costs of $5.3 million. Vantage Point Partnership On September 12, 2019, Welltower and Second Spring Healthcare Investments (Second Spring) sold the real estate of four and 14 facilities, respectively, to a real estate partnership (Vantage Point Partnership), in which the Company invested $37.5 million for an approximate 30% membership interest. The remaining membership interest is held by Vantage Point Capital, LLC (Vantage Point) for an investment of $85.3 million consisting of an equity investment of $8.5 million and a formation loan of $76.8 million. In conjunction with the facility sales, the Company received aggregate annual rent credits of $30.3 million. The Company will continue to operate these facilities pursuant to a new master lease with the Vantage Point Partnership. The term of the master lease is 15 years with two five-year renewal options available. The Company will pay annual rent of approximately $33.1 million, with no rent escalators for the first four years and an escalator of 2% beginning in the fifth lease year and thereafter. The Company also obtained a fixed price purchase option to acquire all of the real property of the facilities. The purchase option is exercisable during certain periods in fiscal years 2024 and 2025 for a 10% premium over the purchase price paid by the partnership. Further, Vantage Point holds a put option that would require the Company to acquire its membership interests in the Vantage Point Partnership. The put option becomes exercisable if the Company opts not to purchase the facilities or upon the occurrence of certain events of default. The Company has concluded the Vantage Point Partnership qualifies as a VIE and the Company is the primary beneficiary. As such, the Company has consolidated all of the accounts of the Vantage Point Partnership in the accompanying financial statements. The ROU assets and lease obligations related to the Vantage Point Partnership lease agreement have been fully eliminated in the Company’s consolidated financial statements. The Vantage Point Partnership acquired all 18 skilled nursing facilities for a purchase price of $339.2 million. The initial consolidation primarily resulted in property and equipment of $339.2 million, non-recourse debt of $306.1 million, net of debt issuance costs, and non-controlling interest of $8.5 million. The Company has not finalized the analysis of the consideration and purchase price allocation and will continue to review this during the measurement period. Other than transaction costs of $11.0 million, the impact of consolidation on the accompanying consolidated statement of operations was not material for the year ended December 31, 2019. During the third quarter of 2019, the Company sold the real property of seven skilled nursing facilities and one assisted/senior living facility located in Georgia, New Jersey, Virginia, and Maryland to affiliates of Vantage Point for an aggregate purchase price of $91.8 million, using the majority of the proceeds to acquire its interest in the Vantage Point Partnership and repay indebtedness. The operations of seven of these facilities were also divested. Three of the facilities were subject to real estate loans and two were subject to loans insured by the U.S. Department of Housing and Urban Development (HUD). See Note 9 – “Property and Equipment” and Note 12 – “Long-Term Debt – Real Estate Loans” and “Long-Term Debt – HUD Insured Loans.” The Company also divested the operations of an additional leased skilled nursing facility located in Georgia, marking an exit from the inpatient business in this state. The divested facilities had aggregate annual revenues of $84.1 million and annual pre-tax net income of $2.6 million. The divestitures resulted in an aggregate gain of $57.8 million. Divestiture of Non-Strategic Facilities 2019 Divestitures California Divestitures During the second quarter of 2019, the Company sold the real property and divested the operations of five skilled nursing facilities in California for a sale price of $56.5 million. Loan repayments of $41.8 million were paid on the facilities at closing. See Note 9 – “Property and Equipment” and Note 12 – “Long-Term Debt – Real Estate Loans” and “Long-Term Debt – HUD Insured Loans.” The Company incurred prepayment penalties and other closing costs of $2.4 million at settlement. The facilities generated annual revenues of $53.0 million and pre-tax net income of $1.6 million. The divestiture resulted in a gain of $25.0 million. The Company also divested the operations of one behavioral health center located in California upon the lease’s expiration in the second quarter of 2019. The center generated annual revenues of $3.1 million and pre-tax net loss of $0.3 million. The divestiture resulted in a loss of $0.1 million. During the third quarter of 2019, the Company sold the real property and divested the operations of one additional skilled nursing facility and one assisted/senior living facility in California for an aggregate sale price of $11.5 million. Loan repayments of $9.6 million were paid on the facilities at closing. See Note 9 – “Property and Equipment” and Note 12 – “Long-Term Debt – HUD Insured Loans.” The facilities generated annual revenues of $10.4 million and pre-tax net income of less than $0.1 million. The divestiture resulted in an aggregate gain of $0.6 million. Texas Divestitures During the fourth quarter of 2019, the Company sold the real property of seven facilities in Texas for a sales price of $20.1 million. The net proceeds were used principally to repay the indebtedness of the facilities. The Company recognized a net gain of $3.3 million associated with the sale of the facilities. The Company recognized a gain on early extinguishment of debt of $2.6 million associated with the write off of the debt premiums and issuance costs on the underlying HUD loans. These seven facilities had been classified as held for sale as of December 31, 2018. See Note 20 – “Assets Held for Sale.” Other Divestitures During the first quarter of 2019, the Company divested the operations of nine facilities located in New Jersey and Ohio that were subject to the master lease with Welltower (the Welltower Master Lease). The nine divested facilities had aggregate annual revenues of $90.2 million and annual pre-tax net loss of $6.0 million. The Company recognized a loss on exit reserves of $3.5 million. The Company also completed the closure of one facility located in Ohio. The facility generated annual revenues of $7.7 million and pre-tax net loss of $1.6 million. The closure resulted in a loss of $0.2 million. During the second quarter of 2019, the Company divested the operations of three leased skilled nursing facilities. Two of the facilities were located in Connecticut and subject to the Welltower Master Lease, while the third was located in Ohio. The facilities generated annual revenues of $24.7 million and pre-tax net loss of $2.9 million. The divestitures resulted in a loss of $1.1 million. During the third quarter of 2019, the Company divested the operations of 11 leased skilled nursing facilities and completed the closure of a twelfth facility. Nine of the facilities were located in Ohio, marking an exit from the inpatient business in this state, while the remaining three were located in Massachusetts, Utah, and Idaho. Four of the facilities were subject to a master lease with Omega Healthcare Investors, Inc. (Omega), three of which were removed from the lease, resulting in an annual rent credit of $1.9 million, with the fourth, the closed facility, remaining subject to the lease. The twelve facilities generated annual revenues of $75.6 million and pre-tax loss of $4.6 million. The divestitures resulted in a loss of $3.5 million. During the fourth quarter of 2019, the Company divested the operations of one leased skilled nursing facility in New Jersey. The facility generated annual revenues of $19.0 million and pre-tax net loss of $1.2 million. The divestiture resulted in a loss of $0.9 million, which was primarily attributable to exit costs. 2018 Divestitures During the year ended December 31, 2018, the Company divested the operations of 54 skilled nursing facilities and one assisted/senior living facility. These divestitures resulted in net gains of $34.8 million, which are included in other income on the consolidated statements of operations. See Note 18 – “ Other Income .” Texas Divestitures During the fourth quarter of 2018, the Company divested the operations of 23 skilled nursing facilities located in Texas, consisting of 22 owned facilities and one leased facility. The Company sold the real property associated with 15 of the owned facilities, with the real property of the remaining seven owned facilities being classified as held for sale at December 31, 2018. Sale proceeds of approximately $89.4 million, net of transaction costs, were used principally to repay the indebtedness of the facilities. The Company recognized a gain of $3.4 million primarily attributable to the derecognition of financing lease assets and obligations offset by a loss of $4.6 million for exit costs. Debt premiums and issuance costs of $9.4 million associated with underlying HUD loans were written off as a gain on early extinguishment of debt. Other Divestitures During the first quarter of 2018, the Company closed one leased skilled nursing facility located in Massachusetts. The facility remained subject to a master lease with Welltower until its sale in the second quarter of 2019. The facility generated annual revenues of $9.0 million and pre-tax net loss of $2.7 million. The closure resulted in a loss of $0.3 million. During the second quarter of 2018, the Company divested 19 leased skilled nursing facilities, one of which had previously been closed during 2017. The facilities were located across the states of California, Kentucky, Massachusetts, New Jersey, and Pennsylvania. Twelve of the facilities were subject to a master lease with Second Spring and six were subject to a master lease with Sabra Health Care REIT, Inc. (Sabra). The facilities generated annual revenues of $182.7 million and pre-tax loss of $23.8 million. The Company recorded a gain of $22.5 million on the divestitures, offset by a loss on exit costs of $8.4 million. Additionally, the Company recognized a capital lease net asset and obligation write-down of $16.8 million, a financing obligation net asset write-down of $113.3 million and a financing obligation write-down of $134.5 million associated with 12 of the facilities. The Company recorded accelerated depreciation expense of $5.3 million associated with the divestitures. During the third quarter of 2018, the Company divested seven leased facilities, consisting of six skilled nursing facilities and one behavioral health clinic. The facilities were located across the states of California, Indiana, Maryland, Pennsylvania, Ohio, and Texas. Three of the facilities were subject to a master lease with Welltower, while two others were subject to master leases with Second Spring and Sabra. The facilities generated annual revenues of $71.7 million and pre-tax loss of $9.7 million. The Company recorded a gain of $27.9 million on the divestitures, offset by a loss on exit costs of $3.1 million. Additionally, the Company recognized capital lease and financing obligation net asset write-downs of $44.5 million and capital lease and financing obligation write-downs of $77.0 million associated with four of the facilities. The Company recorded accelerated depreciation expense of $7.3 million associated with the divestitures. The Company received an annual rent credit of $0.6 million associated with the divestiture of one of the facilities. During the fourth quarter of 2018, the Company divested six facilities, consisting of five leased skilled nursing facilities and one owned assisted/senior living facility. The facilities were located across the states of Georgia, Idaho, Montana, and Nevada. Four of the facilities were subject to a master lease with Sabra. The facilities generated annual revenues of $36.8 million and pre-tax income of $3.1 million. The Company recorded a gain of $0.4 million on the divestitures, offset by a loss on exit costs of $1.1 million. The Company received an annual rent credit of $0.3 million associated with the divestiture of one of the leased facilities. The owned facility was sold for $2.2 million with net proceeds of $1.9 million being primarily used to pay down indebtedness. Additionally, the Company recorded a loss of $1.9 million for exit costs associated with the pending closure of certain clinics associated with the Company’s rehabilitation services business. Acquisitions On June 1, 2019, the Company acquired the operations of one skilled nursing facility in New Mexico. The new facility has 80 licensed beds and generates approximate annual net revenue of $3.4 million. The facility is leased from Omega and is classified as an operating lease. The facility’s 2019 pre-tax net income was de minimis. On November 1, 2018, the Company acquired the operations of eight skilled nursing facilities and one assisted/senior living facility in New Mexico and Arizona. The nine new facilities have approximately 1,000 beds and generate approximate annual net revenue of $60.0 million. The facilities are leased from Omega. Four of the facilities were classified as capital leases and resulted in an initial capital lease asset and obligation gross up of $14.6 million. The remaining five facilities were initially classified as operating leases. Lease Transactions Gains, losses and termination charges associated with master lease terminations and amendments are recorded as non-recurring charges. These amendments and terminations resulted in net gains of $93.8 million and net losses of $21.9 million for the years ended December 31, 2019 and 2018, respectively. These gains and losses are included in other income on the consolidated statements of operations. Welltower During the year ended December 31, 2019, the Company amended the Welltower Master Lease several times to reflect the lease termination of 30 facilities, including the 15 facilities sold to and now leased from the Next Partnership. As a result of the lease termination on the 30 facilities, the Company received annual rent credits of approximately $25.9 million. For those facilities remaining under the Welltower Master Lease, the Company reassessed the likelihood of exercising its renewal options and concluded that it no longer met the reasonably certain threshold. Lease modification analyses were performed at each amendment date and as of December 31, 2019 all 43 facilities subject to the Welltower Master Lease are classified as operating leases. In total, the amendments resulted in a net reduction to finance lease ROU assets and obligations of $11.7 million and $22.4 million, respectively, a net reduction to operating lease ROU assets and obligations of $112.8 million and $150.4 million, respectively and a gain of $48.3 million. Omega During the third quarter of 2019, the Company amended its master lease with Omega to reflect the lease termination of three facilities subject to the lease and received annual rent credits of $1.9 million. In conjunction with the lease termination, finance lease ROU assets and lease obligations of $10.1 million and $16.8 million, respectively, were written off. Additionally, for those facilities remaining under the master lease, the Company reassessed the likelihood of exercising its renewal options and concluded that it no longer met the reasonably certain threshold. Consequently, the remaining facilities subject to the master lease were reclassified from finance leases to operating leases and the corresponding ROU assets and liabilities were reduced by $164.6 million and $181.3 million, respectively. The lease termination and remeasurement resulted in an aggregate gain of $23.4 million. During the fourth quarter of 2019, the Company amended its master lease with Omega to reflect the inclusion of nine skilled nursing facilities and one assisted living facility in New Mexico and Arizona. These facilities were previously leased from Omega, following the terms of a separate lease agreement, and all facilities were classified as operating leases. There was no change in base rent for the 10 facilities upon addition to the master lease. The lease assessment and measurement resulted in operating lease classification with a $10.6 million ROU asset and lease liability gross up. In addition, the Company received $15.0 million as a short-term note payable in full to Omega by April 30, 2020. See Note 12 – “ Long-Term Debt – Notes Payable.” Second Spring During the third quarter of 2019, the Company amended its master lease with Second Spring to reflect the lease termination of 14 facilities subject to the lease and received annual rent credits of $28.4 million. In conjunction with the lease termination, finance lease ROU assets and lease obligations of $5.9 million and $8.8 million, respectively, were written off and operating lease ROU assets and lease obligations of $202.7 million and $205.4 million, respectively, were written off. Additionally, for those facilities remaining under the master lease, the Company reassessed the likelihood of exercising its renewal options and concluded that it no longer met the reasonably certain threshold. Consequently, the remaining facilities subject to the master lease were reclassified from finance leases to operating leases and the corresponding ROU assets and liabilities were increased by $54.4 million and $33.3 million, respectively. The lease termination and remeasurement resulted in an aggregate gain of $26.9 million. Sabra The Company is party to an agreement with Sabra resulting in permanent and unconditional annual cash rent savings of $19 million effective January 1, 2018. Sabra has pursued and the Company has supported Sabra’s previously announced sale of the Company’s leased assets. At the closing of such sales, the Company has entered into lease agreements with new landlords for a majority of the assets currently leased with Sabra. During the year ended December 31, 2018, Sabra completed the sale of 34 facilities to third party landlords with whom the Company has entered into new lease agreements. Those transactions are summarized below. During the second quarter of 2018, Sabra completed the sale and lease termination of 21 facilities, consisting of 20 skilled nursing facilities and one assisted/senior living facility. The facilities were located across nine states. As a result of the sales, the Company will receive an annual rent credit of $19.4 million for the remaining lease term. The Company continues to operate 12 of the facilities under a new lease with a new landlord, Next Healthcare Capital (Next), as described in Note 16 - "Related Party Transactions." The Company continues to operate the other nine facilities under a separate lease with a new landlord. The new lease has a ten-year initial term, one five-year renewal option and initial annual rent of $7.4 million. The Company recognized accelerated depreciation expense of $9.6 million associated with the property and equipment sold and a gain on the write off of certain lease liabilities of $9.9 million. During the fourth quarter of 2018, Sabra completed the sale and lease termination of 13 skilled nursing facilities located in California, Colorado, Connecticut, and New Mexico. As a result of the sales, the Company will receive an annual rent credit of $6.7 million for the remaining lease term. The Company continues to operate four of the facilities under a lease agreement with a new landlord. The new lease has a 9.5 year initial term, one five-year renewal option and initial annual rent of $3.4 million. The Company continues to operate the other nine facilities under a lease agreement with a new landlord. The new lease has a ten-year initial term, one five-year renewal option, and initial annual rent of $3.3 million. The Company recognized accelerated depreciation expense of $7.4 million associated with the property and equipment sold and a gain on the write off of certain lease liabilities of $6.2 million. As a result of the amendments and lease terminations noted above, the Company recorded a lease termination charge of $34.1 million in the year ended December 31, 2018, with an offsetting obligation recorded in other long-term liabilities. The charge represents the discounted residual rents the Company will continue to pay Sabra on the facilities that have been terminated due to either divestiture or sale to a new landlord. On an undiscounted basis, the Company was obligated to pay Sabra approximately $41.0 million as of December 31, 2018. This obligation will be repaid over a period of approximately four years ending in 2023. Other During the first quarter of 2019, the Company amended a master lease agreement for 19 skilled nursing facilities. The amendment extended the lease term by five years through October 31, 2026, removed the Company’s option to purchase certain facilities under the lease and adjusted certain financial covenants. The Company had previously determined that the renewal option period was not reasonably certain of exercise. Upon execution of the amendment, the operating lease ROU assets and obligations were remeasured, resulting in an increase of $77.2 million to both operating lease ROU assets and obligations. During the third quarter of 2019, the Company amended a master lease agreement to reflect the lease termination of six facilities subject to the lease. In conjunction with the lease termination, operating lease ROU assets of $4.9 million were written off, resulting in a loss of $4.9 million. During the second quarter of 2018, the Company negotiated the extensions of four separate lease agreements resulting in the derecognition of certain lease assets totaling $1.9 million. During the year ended December 31, 2018, the cease to use asset associated with a leased facility divestiture initially recorded during 2017 was further adjusted to reflect changes in the sublease assumption, resulting in a loss of $2.0 million. Restructuring Transactions Overview During the first quarter of 2018, the Company entered into a number of agreements, amendments and new financing facilities further described below in an effort to strengthen significantly its capital structure. In total, the Restructuring Transactions reduced the Company’s annual cash fixed charges by approximately $62.0 million beginning in 2018 and also provided $70.0 million of additional cash and borrowing availability, increasing the Company’s liquidity and financial flexibility. In connection with the Restructuring Transactions, the Company entered into a new asset based lending facility agreement, replacing its prior revolving credit facilities, expanding its term loan borrowings, amending its real estate loans with Welltower while refinancing some of those loan amounts through new real estate loans. The new asset based lending facility agreement and real estate loans are financed through MidCap Funding IV Trust and MidCap Financial Trust (collectively, MidCap), respectively. See Note 12 – “ Long-Term Debt .” The Company also amended the financial covenants in all of its material loan agreements and all but two of its material master leases. Financial covenants were amended to account for changes in the Company’s capital structure as a result of the Restructuring Transactions and to account for the current business climate. Welltower Master Lease Amendment During the first quarter of 2018, the Company entered into a definitive agreement with Welltower to amend the Welltower Master Lease (the Welltower Master Lease Amendment). The Welltower Master Lease Amendment reduced the Company’s annual base rent payment by $35.0 million effective as of January 1, 2018, reduced the annual rent escalator from approximately 2.9% to 2.5% effective on April 1, 2018 and further reduced the annual rent escalator to 2.0% beginning January 1, 2019. In addition, the Welltower Master Lease Amendment extended the initial term of the master lease by five years to January 31, 2037 and extended the optional renewal term of the master lease by five years to December 31, 2048. The Welltower Master Lease Amendment also provides a potential upward rent reset, conditioned upon achievement of certain upside operating metrics, effective January 1, 2023. If triggered, the incremental rent from the reset is capped at $35.0 million. Omnibus Agreement During the first quarter of 2018, the Company entered into an Omnibus Agreement with Welltower and Omega, pursuant to which Welltower and Omega committed to provide up to $40.0 million in new term loans and amend the current term loan agreement to, among other things, accommodate a refinancing of the Company’s existing asset based credit facility, in each case subject to certain conditions, including the completion of a restructuring of certain of the Company’s other material debt and lease obligations. The Omnibus Agreement also provided that upon satisfying certain conditions, including raising new capital that is used to pay down certain indebtedness owed to Welltower and Omega, (a) $50.0 million of outstanding indebtedness owed to Welltower would be written off and (b) the Company may request conversion of not more than $50.0 million of the outstanding balance of the Company’s Welltower Real Estate Loans into equity. If the proposed equity conversion would result in any adverse REIT qualification, status or compliance consequences to Welltower, then the debt that would otherwise be converted to equity shall instead be converted into a loan incurring paid in kind interest at 2% per annum compounded quarterly, with a term of ten years commencing on the date the applicable conditions precedent to the equity conversion have been satisfied. Moreover, the Company agreed to support Welltower in connection with the sale of certain of Welltower’s interests in facilities covered by the Welltower Master Lease, including negotiating and entering into definitive new master lease agreements with third party buyers. The conditions described above have not been satisfied as of December 31, 2019. In connection with the Omnibus Agreement, the Company agreed to issue warrants to Welltower and Omega to purchase 900,000 shares and 600,000 shares, respectively, of the Company’s Class A Common Stock at an exercise price equal to $1.33 per share. Issuance of the warrant to Welltower is subject to the satisfaction of certain conditions, which had not occurred as of December 31, 2019. The warrants may be exercised at any time during the period commencing six months from the date of issuance and ending five years from the date of issuance. |
Net Revenues and Accounts Recei
Net Revenues and Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Net Revenues and Accounts Receivable | |
Net Revenues and Accounts Receivable | (5) Net Revenues and Accounts Receivable Revenue Streams Inpatient Services The Company generates revenues primarily by providing services to patients within its facilities. The Company uses interdisciplinary teams of experienced medical professionals to provide services prescribed by physicians. These teams include registered nurses, licensed practical nurses, certified nursing assistants and other professionals who provide individualized comprehensive nursing care. Many of the Company’s facilities are equipped to provide specialty care, such as on-site dialysis, ventilator care, cardiac and pulmonary management, as well as standard services, such as room and board, special nutritional programs, social services, recreational activities and related healthcare and other services. The Company assesses collectibility on all accounts prior to providing services. Rehabilitation Therapy Services The Company generates revenues by providing rehabilitation therapy services, including speech-language pathology, physical therapy, occupational therapy and respiratory therapy at its skilled nursing facilities and assisted/senior living facilities, as well as facilities of third-party skilled nursing operators and other outpatient settings. The majority of revenues generated by rehabilitation therapy services rendered are billed to contracted third party providers. Other Services The Company generates revenues by providing an array of other specialty medical services, including physician services, staffing services, and other healthcare related services. Disaggregation of Revenues The Company disaggregates revenue from contracts with customers by reportable operating segments and payor type. The Company notes that disaggregation of revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source. Payments are generally received within 30 to 60 days after billing. See Note 7 – “ Segment Information .” The composition of net revenues by payor type and operating segment for the years ended December 31, 2019 and 2018 are as follows (in thousands): Year ended December 31, 2019 Rehabilitation Inpatient Therapy Other Services Services Services Total Medicare $ 800,253 $ 90,811 $ — $ 891,064 Medicaid 2,313,479 2,144 — 2,315,623 Insurance 463,135 22,273 — 485,408 Private 310,022 296 — 310,318 Third party providers — 336,509 78,709 415,218 Other 69,143 10,513 68,547 148,203 Total net revenues $ 3,956,032 $ 462,546 $ 147,256 $ 4,565,834 Year ended December 31, 2018 Rehabilitation Inpatient Therapy Other Services Services Services Total Medicare $ 913,615 $ 89,514 $ — $ 1,003,129 Medicaid 2,461,228 2,096 — 2,463,324 Insurance 517,512 23,071 — 540,583 Private 339,680 438 — 340,118 Third party providers — 415,541 83,952 499,493 Other 64,838 17,254 47,911 130,003 Total net revenues $ 4,296,873 $ 547,914 $ 131,863 $ 4,976,650 (1) Includes Assisted/Senior living revenue of $93.1 million and $96.1 million for the years ended December 31, 2019 and 2018, respectively. Such amounts do not represent contracts with customers under Topic 606. (2) Primarily consists of revenue from Veteran Affairs and administration of third party facilities. (3) Includes net revenues from all payors generated by the other services, excluding third party providers. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | (6) Earnings (Loss) Per Share The Company has three classes of common stock. Classes A and B are identical in economic and voting interests. Class C has a 1:1 voting ratio with each of the other two classes, representing the voting interests of the legacy FC-GEN Operations Investment, LLC (FC-GEN) owners. Class C common stock is a participating security; however, it shares in a de minimis economic interest and is therefore excluded from the denominator of the basic earnings (loss) per share (EPS) calculation. Basic EPS was computed by dividing net income (loss) attributable to Genesis Healthcare, Inc. by the weighted-average number of outstanding common shares for the period. Diluted EPS is computed by dividing net income (loss) attributable to Genesis Healthcare, Inc. plus the effect of any assumed conversions of noncontrolling interests by the weighted-average number of outstanding common shares after giving effect to all potential dilutive common stock. A reconciliation of the numerator and denominator used in the calculation of basic net income (loss) per common share follows (in thousands, except per share data): Year ended December 31, 2019 2018 Numerator: Net income (loss) $ 7,474 $ (372,417) Less: Net loss attributable to noncontrolling interests 7,145 137,186 Net income (loss) attributable to Genesis Healthcare, Inc. $ 14,619 $ (235,231) Denominator: Weighted-average shares outstanding for basic net income (loss) per share 107,286 101,007 Basic net income (loss) per common share attributable to Genesis Healthcare, Inc. $ 0.14 $ (2.33) A reconciliation of the numerator and denominator used in the calculation of diluted net income (loss) per common share follows (in thousands, except per share data): Year ended December 31, 2019 2018 Numerator: Net income (loss) $ 7,474 $ (372,417) Less: Net loss attributable to noncontrolling interests 7,145 137,186 Net income (loss) attributable to Genesis Healthcare, Inc. $ 14,619 $ (235,231) Plus: Assumed conversion of noncontrolling interests 1,868 — Net income (loss) available to common stockholders after assumed conversions $ 16,487 $ (235,231) Denominator: Weighted-average common shares outstanding 107,286 101,007 Plus: Assumed conversion of noncontrolling interests 57,074 — Plus: Unvested restricted stock units and stock warrants 954 — Adjusted weighted-average common shares outstanding, diluted 165,314 101,007 Diluted net income (loss) per common share attributable to Genesis Healthcare, Inc. $ 0.10 $ (2.33) As the Company was in a net loss position for the year ended December 31, 2018, the computation of diluted net loss per common share for this period excludes the effects of 61.5 million anti-dilutive shares attributable to the assumed conversion of noncontrolling interests, unvested restricted stock units, and stock warrants. As of December 31, 2018, there were 59.7 million units attributable to the noncontrolling interests outstanding. In the year ended December 31, 2018, the Company issued a warrant to purchase 600,000 shares of its Class A common stock at an exercise price of $1.33 per share, exercisable beginning on September 6, 2018 and ending on March 6, 2023. See Note 4 – “ Significant Transactions and Events – Restructuring Transactions – Omnibus Agreement.” In the year ended December 31, 2017, the Company issued a warrant to purchase 900,000 shares of its Class A common stock at an exercise price of $1.00 per share, exercisable through December 30, 2022. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Segment Information | (7) The Company has three reportable operating segments: (i) inpatient services; (ii) rehabilitation therapy services; and (iii) other services. For additional information on these reportable segments, see Note 1 – “ General Information – Description of Business .” A summary of the Company’s segmented revenues follows (in thousands, except percentages): Year ended December 31, 2019 2018 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 3,857,793 84.4 % $ 4,195,596 84.3 % $ (337,803) (8.1) % Assisted/Senior living facilities 93,054 2.0 % 95,571 1.9 % (2,517) (2.6) % Administration of third party facilities 8,310 0.2 % 8,733 0.2 % (423) (4.8) % Elimination of administrative services (3,125) (0.1) % (3,027) — % (98) (3.2) % Inpatient services, net 3,956,032 86.5 % 4,296,873 86.4 % (340,841) (7.9) % Rehabilitation therapy services: Total therapy services 738,124 16.2 % 889,069 17.9 % (150,945) (17.0) % Elimination of intersegment rehabilitation therapy services (275,578) (6.0) % (341,155) (6.9) % 65,577 19.2 % Third party rehabilitation therapy services, net 462,546 10.2 % 547,914 11.0 % (85,368) (15.6) % Other services: Total other services 198,920 4.4 % 161,038 3.2 % 37,882 23.5 % Elimination of intersegment other services (51,664) (1.1) % (29,175) (0.6) % (22,489) (77.1) % Third party other services, net 147,256 3.3 % 131,863 2.6 % 15,393 11.7 % Net revenues $ 4,565,834 100.0 % $ 4,976,650 100.0 % $ (410,816) (8.3) % A summary of the Company’s condensed consolidated statement of operations follows (in thousands): Year ended December 31, 2019 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 3,959,157 $ 738,124 $ 198,676 $ 244 $ (330,367) $ 4,565,834 Salaries, wages and benefits 1,761,273 601,196 122,541 — — 2,485,010 Other operating expenses 1,599,549 44,088 62,104 — (330,894) 1,374,847 General and administrative costs — — — 144,471 — 144,471 Lease expense 382,897 1,297 1,463 1,406 — 387,063 Depreciation and amortization expense 99,529 12,230 720 10,775 (95) 123,159 Interest expense 83,887 55 35 97,831 (1,416) 180,392 Gain on early extinguishment of debt — — — (122) — (122) Investment income — — — (8,712) 1,416 (7,296) Other (income) loss (172,709) (926) 112 18 — (173,505) Transaction costs — — — 26,362 — 26,362 Long-lived asset impairments 16,937 — — — — 16,937 Equity in net loss (income) of unconsolidated affiliates — — — 4,091 (4,803) (712) Income (loss) before income tax expense 187,794 80,184 11,701 (275,876) 5,425 9,228 Income tax expense — — — 1,754 — 1,754 Net income (loss) $ 187,794 $ 80,184 $ 11,701 $ (277,630) $ 5,425 $ 7,474 Year ended December 31, 2018 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 4,299,900 $ 889,069 $ 160,913 $ 125 $ (373,357) $ 4,976,650 Salaries, wages and benefits 1,944,091 733,763 109,054 — — 2,786,908 Other operating expenses 1,740,537 51,590 61,110 — (373,357) 1,479,880 General and administrative costs — — — 149,182 — 149,182 Lease expense 127,323 — 1,289 1,247 — 129,859 Depreciation and amortization expense 193,930 12,779 684 13,503 — 220,896 Interest expense 367,562 55 36 96,085 — 463,738 Loss on early extinguishment of debt — — — 391 — 391 Investment income — — — (6,832) — (6,832) Other (income) loss (14,872) 1,942 78 (68) — (12,920) Transaction costs — — — 31,953 — 31,953 Long-lived asset impairments 104,997 — — — — 104,997 Goodwill and identifiable intangible asset impairments 3,538 — — — — 3,538 Equity in net (income) loss of unconsolidated affiliates — — — (1,608) 1,508 (100) (Loss) income before income tax benefit (167,206) 88,940 (11,338) (283,728) (1,508) (374,840) Income tax benefit — — — (2,423) — (2,423) Net (loss) income $ (167,206) $ 88,940 $ (11,338) $ (281,305) $ (1,508) $ (372,417) The following table presents the segment assets as of December 31, 2019 compared to December 31, 2018 (in thousands): December 31, 2019 December 31, 2018 Inpatient services $ 4,221,579 $ 3,735,778 Rehabilitation therapy services 281,978 329,687 Other services 49,877 36,240 Corporate and eliminations 108,706 161,918 Total assets $ 4,662,140 $ 4,263,623 |
Restricted Investments in Marke
Restricted Investments in Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Investments in Marketable Securities | |
Restricted Investments in Marketable Securities | (8) The current portion of restricted investments in marketable securities principally represents an estimate of the level of outstanding self-insured losses the Company expects to pay in the succeeding year through its wholly-owned captive insurance company. See Note 21 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs .” Restricted investments in marketable securities at December 31, 2019 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted investments in marketable securities: Mortgage/government backed securities $ 20,957 $ 90 $ (17) $ (7) $ 21,023 Corporate bonds 48,362 566 — (2) 48,926 Government bonds 66,734 286 (22) (5) 66,993 $ 136,053 $ 942 $ (39) $ (14) 136,942 Less: Current portion of restricted investments (31,855) Long-term restricted investments $ 105,087 Restricted investments in marketable securities at December 31, 2018 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted investments in marketable securities: Mortgage/government backed securities $ 11,945 $ 4 $ — $ (130) $ 11,819 Corporate bonds 56,199 49 (42) (387) 55,819 Government bonds 68,767 76 (2) (326) 68,515 $ 136,911 $ 129 $ (44) $ (843) 136,153 Less: Current portion of restricted investments (35,631) Long-term restricted investments $ 100,522 Maturities of restricted investments yielded proceeds of $69.2 million and $65.7 million for the years ended December 31, 2019 and 2018, respectively. Sales of investments yielded proceeds of $2.0 million and $3.5 million for the years ended December 31, 2019 and 2018, respectively. Associated gross realized gain and loss for the years ended December 31, 2019 and 2018 were de minimis. The majority of the Company’s investments are investment grade government and corporate debt securities that have maturities of five years or less. The Company generally holds the investments until maturity. Restricted investments in marketable securities held at December 31, 2019 mature as follows (in thousands): Amortized Fair cost value Due in one year or less $ 46,681 $ 46,766 Due after 1 year through 5 years 86,372 87,165 Due after 5 years through 10 years — — Due after 10 years 3,000 3,011 $ 136,053 $ 136,942 Actual maturities may differ from stated maturities because borrowers may have the right to call or prepay certain obligations and may exercise that right with or without prepayment penalties. The Company has issued letters of credit totaling $125.0 million at December 31, 2019 to its third party administrators and excess insurance carriers. Restricted cash of $0.7 million and restricted investments with an amortized cost of $136.1 million and a fair value of $136.9 million are pledged as security for these letters of credit as of December 31, 2019. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Property and Equipment | (9) Property and equipment consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Land, buildings and improvements $ 1,004,447 $ 469,575 Finance lease land, buildings and improvements — 693,546 Financing obligation land, buildings and improvements — 2,274,211 Equipment, furniture and fixtures 386,248 417,684 Construction in progress 2,771 9,340 Gross property and equipment 1,393,466 3,864,356 Less: accumulated depreciation (431,361) (976,802) Net property and equipment $ 962,105 $ 2,887,554 On January 1, 2019, the Company derecognized net financing obligation land and buildings of $1.7 billion and reclassified net finance lease land and buildings of $0.6 billion to finance lease ROU assets within the consolidated balance sheets due to the adoption of Topic 842. See Note 2 – “Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements” and Note 10 – “Leases.” Additionally, improvements of approximately $12.7 million and $73.6 million, which were historically associated with finance leases (referred to as “capital leases” prior to the adoption of Topic 842) and financing obligations, respectively, have been reclassified to “Land, buildings and improvements.” During 2019, the Company identified a buyer for eight facilities located in California. Seven of these facilities were sold in 2019, resulting in a net reduction of property and equipment of $36.9 million, and closure of the eighth is pending regulatory approval. At December 31, 2019, net property and equipment of $16.3 million attributable to one California skilled nursing facility remains classified as held for sale. The property and equipment of these facilities was primarily classified in the “Land, buildings and improvements” line item as of December 31, 2018. See Note 4 – “Significant Transactions and Events – Divestiture of Non-Strategic Facilities – 2019 Divestitures – California Divestitures ” and Note 20 – “Assets Held for Sale.” During the year ended December 31, 2019, the Company sold the real property of eight facilities and consolidated the property and equipment of the Next Partnership and the Vantage Point Partnership. See Note 4 – “ Significant Transactions and Events – Strategic Partnerships .” The sales resulted in a net reduction of property and equipment of $29.4 million, while the consolidation of the partnerships resulted in an increase of $512.7 million, both of which were primarily classified in the “Land, buildings and improvements” line item. During the year ended December 31, 2019, the Company recognized long-lived asset impairment charges resulting in the reduction of net property and equipment of $10.7 million. See Note 19 – “ Asset Impairment Charges – Long-Lived Assets with a Definite Useful Life.” |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Lessee operating and finance leases | (10) The Company leases the majority of the skilled nursing facilities and assisted/senior living facilities used in its operations, most of which are subject to triple-net leases, meaning that in addition to rent, the Company is responsible for paying property taxes, insurance, and maintenance and repair costs. As of December 31, 2019, the Company leased approximately 78% of its centers; 45% were leased pursuant to master lease agreements with four landlords. The Company also leases certain office space, land, and equipment. The Company’s real estate leases generally have initial lease terms of 10 to 15 years or more and typically include one or more options to renew, with renewal terms that generally extend the lease term for an additional five to ten years or more. Exercise of the renewal options is generally subject to the satisfaction of certain conditions which vary by contract and generally follow payment terms that are consistent with those in place during the initial term. The Company assesses renewal options using a “reasonably certain” threshold, which is understood to be a high threshold and, therefore, the majority of its leases’ terms do not include renewal periods when measuring the lease liability. For leases where the Company is reasonably certain to exercise its renewal option, the option periods are included within the lease term and, therefore, the measurement of the ROU asset and lease liability. The payment structure of the Company’s leases generally contain annual escalation clauses that are either fixed or variable in nature, some of which are dependent upon published indices. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense for these leases is recognized on a straight-line basis over the lease term as an other operating expense. Certain leases include options for the Company to purchase the leased asset. For such leases, the Company assesses the likelihood of exercising the purchase option using a “reasonably certain” threshold, which is understood to be a high threshold and, therefore, purchase options are generally assumed to be exercised when a compelling economic reason to exercise the option exists. Certain leases include options to terminate the lease, the terms and conditions of which vary by contract. Such options allow the contract parties to terminate their obligations under the lease contract, typically in return for an agreed financial consideration. The Company’s lease agreements do not contain any material residual value guarantees. The Company leases certain facilities from affiliates of related parties. See Note 16 – “Related Party Transactions.” The Company makes certain assumptions in determining the discount rate. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate for collateralized borrowings, based on the information available at commencement date, in determining the present value of lease payments. In order to apply the incremental borrowing rate, a portfolio approach was utilized to group assets based on similar lease terms in a manner whereby the Company reasonably expects that the application does not differ materially from application to individual leases. Subsequent to lease commencement date, the Company reassesses lease classification when there is a contract modification that is not accounted for as a separate contract, a change in lease term, or a change in the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset. This reassessment is made using current facts, circumstances and conditions. As a result of a lease’s modification, the remaining consideration in the contract is reallocated to lease and non-lease components, as applicable, and the lease liability is remeasured using the applicable discount rate at the effective date of the modification. The remeasurement of the lease liability will result in adjustment to the corresponding ROU asset, unless the lease is fully or partially terminated, in which case, a gain or loss will be recognized. Lease Transactions During the year ended December 31, 2019, the Company amended, extended and terminated the leases with respect to numerous facilities subject to material lease agreements, resulting in ROU asset and liability adjustments. See Note 4 – “Significant Transactions and Events – Lease Transactions.” During the year ended December 31, 2019, the Company recognized impairment charges resulting in the reduction of Asset Impairment Charges – Long-Lived Assets with a Definite Useful Life.” The maturity of total operating and finance lease obligations at December 31, 2019 is as follows (in thousands): Year ending December 31, Operating Leases Finance Leases (1) 2020 $ 382,926 $ 7,659 2021 386,440 7,468 2022 384,450 7,264 2023 382,649 7,032 2024 388,091 6,812 Thereafter 3,045,668 35,886 Total lease payments 4,970,224 72,121 Less interest (2,147,934) (29,947) Total lease obligations 2,822,290 42,174 Less current portion (140,887) (2,839) Long-term lease obligations $ 2,681,403 $ 39,335 (1) Finance lease payments include $37.2 million related to options to renew lease terms that are reasonably certain of being exercised. The Company’s future minimum commitments under finance leases (formerly capital leases), financing obligations, and operating leases as of December 31, 2018 were as follows (in thousands): Year ending December 31, Finance Leases Financing Obligations Operating Leases 2019 $ 88,793 $ 237,335 $ 110,755 2020 89,397 242,052 109,391 2021 91,292 245,311 106,031 2022 93,281 242,214 84,003 2023 95,376 247,852 76,701 Thereafter 3,325,042 6,661,624 373,753 Total future minimum lease payments 3,783,181 7,876,388 $ 860,634 Less amount representing interest (2,813,068) (5,141,448) Total lease obligation 970,113 2,734,940 Less current portion (2,171) (2,001) Long-term obligation $ 967,942 $ 2,732,939 The following table provides lease costs by expense line item on the consolidated statements of operations for the year ended December 31, 2019: Year ended Lease Cost Classification December 31, 2019 Operating lease cost Lease expense $ 387,063 Finance lease cost: Amortization of finance lease right-of-use assets Depreciation and amortization expense 16,224 Interest on finance lease obligations Interest expense 50,162 Total finance lease expense 66,386 Variable lease cost Other operating expenses 37,841 Short-term leases Other operating expenses 24,297 Total lease cost $ 515,587 The following table provides remaining lease term and discount rates by lease classification as of December 31, 2019: Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 12.6 Finance leases 10.2 Weighted-average discount rate Operating leases Finance leases The following table includes supplemental lease information for the year ended December 31, 2019 (in thousands): Year ended Other information December 31, 2019 Cash paid for amounts included in the measurement of lease obligations Operating cash flows from operating leases $ 364,334 Operating cash flows from finance leases 47,188 Financing cash flows from finance leases 2,645 Right-of-use assets obtained in exchange for new lease obligations Operating leases 96,718 Finance leases 1,160 Lease Covenants Certain lease agreements contain a number of restrictive covenants that, among other things, and subject to certain exceptions, impose operating and financial restrictions on the Company and its subsidiaries. These leases also require the Company to meet defined financial covenants, including a minimum level of consolidated liquidity, a maximum consolidated net leverage ratio and a minimum consolidated fixed charge coverage. These leases include cross-default provisions with each other and certain material debt instruments. The Company has master lease agreements with Welltower, Sabra, Omega and Second Spring (collectively, the Master Lease Agreements). The Master Lease Agreements each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and minimum liquidity. At December 31, 2019, the Company is in compliance with the financial covenants contained in the Master Lease Agreements. The Company has two master lease agreements with Cindat Best Years Welltower JV LLC (CBYW) involving 28 of its facilities. The Company did not meet certain financial covenants contained in one of the master lease agreements involving two of its facilities at December 31, 2019. On March 9, 2020, the Company received a waiver for these covenant breaches through April 1, 2021. At December 31, 2019, the Company is in compliance with the financial covenants contained in the other master lease agreement. At December 31, 2019, the Company did not meet certain financial covenants contained in one lease related to two of its facilities. The Company is, and expects to continue to be, current in the timely payment of its obligations under this lease. The lease does not have cross default provisions, nor does it trigger cross default provisions in any of the Company’s other loan or lease agreements. The Company will continue to work with the related credit party to amend the lease and the related financial covenants. The Company does not believe the breach of such financial covenants at December 31, 2019 will have a material adverse impact on its financial condition or results of operations. The Company has been afforded certain cure rights to such defaults by posting collateral in the form of additional letters of credit or security deposit. The Company’s ability to maintain compliance with its lease covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly lease covenant compliance requirements. Should the Company fail to comply with its lease covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing lease agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Identifiable Intangible Assets | |
Goodwill and Identifiable Intangible Assets | (11) Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The changes in the carrying value of goodwill are as follows (in thousands): Rehabilitation Therapy Services Other Services Consolidated Balance at December 31, 2018 Goodwill 73,814 11,828 85,642 Accumulated impairment losses — — — $ 73,814 $ 11,828 $ 85,642 Balance at December 31, 2019 Goodwill 73,814 11,828 85,642 Accumulated impairment losses — — — $ 73,814 $ 11,828 $ 85,642 During the year ended December 31, 2017, as a result of changes in the regulatory and reimbursement environment, the Company performed a quantitative impairment test for all reporting units, the results of which indicated that the carrying value of the inpatient reporting unit exceeded its fair value. Consequently, the Company recorded an impairment of $351.5 million, representing the entire balance of goodwill associated with the inpatient reporting unit. Identifiable intangible assets consist of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 Weighted Average Remaining Life (Years) Customer relationship assets, net of accumulated amortization of $76,243 $ 36,891 8 Trade names 50,555 Indefinite Identifiable intangible assets $ 87,446 December 31, 2018 Weighted Average Remaining Life (Years) Customer relationship assets, net of accumulated amortization of $65,756 $ 47,077 8 Favorable leases, net of accumulated amortization of $33,404 21,449 10 Trade names 50,556 Indefinite Identifiable intangible assets $ 119,082 Identifiable intangible assets consist of customer relationship assets, favorable lease contracts and trade names. Customer relationship assets exist in the Company’s rehabilitation services, respiratory services, management services and medical staffing businesses. These assets are amortized on a straight-line basis over the expected period of benefit. Favorable lease contracts represented the estimated value of future cash outflows of operating lease contracts compared to lease rates that could be negotiated in an arms-length transaction at the time of measurement. Favorable lease contracts were amortized on a straight-line basis over the lease terms. Upon the Company’s adoption of Topic 842, the existing favorable lease balances were included in the measurement of the new operating lease ROU assets. See Note 2 – “Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements.” The Company’s trade names have value, in particular in the rehabilitation business which markets its services to other providers of skilled nursing and assisted/senior living services. The trade name asset has an indefinite life and is measured no less than annually or if indicators of potential impairment become apparent. Amortization expense related to customer relationship assets, which is included in depreciation and amortization expense, for the years ended December 31, 2019 and 2018 was $10.5 million and $10.5 million, respectively. Amortization expense related to favorable leases, which was included in lease expense, for the year ended December 31, 2018 was $6.5 million. Based upon amounts recorded at December 31, 2019, amortization expense related to identifiable intangible assets is estimated to be $5.2 million in 2020, $5.1 million in 2021, $5.0 million in 2022, $4.6 million in 2023, and $4.6 million in 2024 and $12.4 million, thereafter. The Company recorded no asset impairment charges related to identifiable intangible assets during the year ended December 31, 2019. During the year ended December 31, 2018, the Company recorded a $3.5 million impairment of favorable lease assets associated with underperforming properties, which is included in goodwill and identifiable asset impairments on the consolidated statements of operations. See Note 19 – “ Asset Impairment Charges – Identifiable Intangible Assets with a Definite Useful Life .” |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt. | |
Long-Term Debt | (12) Long-term debt at December 31, 2019 and 2018 consisted of the following (in thousands): December 31, 2019 December 31, 2018 Asset based lending facilities, net of debt issuance costs of $8,615 and $11,335 at December 31, 2019 and December 31, 2018, respectively $ 412,346 $ 419,289 Term loan agreements, net of debt issuance costs of $1,084 and $1,851 and debt premium balance of $4,816 and $8,446 at December 31, 2019 and December 31, 2018, respectively 196,714 184,652 Real estate loans, net of debt issuance costs of $3,846 and $5,360 and debt premium balance of $19,328 and $28,992 at December 31, 2019 and December 31, 2018, respectively 265,700 307,690 HUD insured loans, net of debt issuance costs of $2,909 and $5,247 and debt premium balance of $0 and $860 at December 31, 2019 and December 31, 2018, respectively 117,117 181,762 Notes payable 116,952 81,398 Mortgages and other secured debt (recourse) 6,369 4,190 Mortgages and other secured debt (non-recourse), net of debt issuance costs of $9,349 and $187 and debt premium balance of $1,422 and $1,520 at December 31, 2019 and December 31, 2018, respectively 498,222 26,483 1,613,420 1,205,464 Less: Current installments of long-term debt (162,426) (122,531) Long-term debt $ 1,450,994 $ 1,082,933 Asset Based Lending Facilities On March 6, 2018, the Company entered into a new asset based lending facility agreement with MidCap. The agreement initially provided for a $555.0 million asset based lending facility comprised of (a) a $325.0 million first lien term loan facility, (b) a $200.0 million first lien revolving credit facility and (c) a $30.0 million delayed draw term loan facility (collectively, the ABL Credit Facilities). The commitments under the delayed draw term loan facility will be reduced to $27.5 million on March 31, 2020, $25.0 million on June 30, 2020, $22.5 million on September 30, 2020, and $20.0 million on December 31, 2020 and thereafter. On June 5, 2019, the ABL Credit Facilities were amended to simultaneously increase the aggregate revolving credit facility commitment by $40.0 million and partially prepay the first lien term loan facility by $40.0 million. The resulting commitment levels of the revolving credit facility and first lien term loan facility were $240.0 million and $285.0 million, respectively. The ABL Credit Facilities have a five-year term set to mature on March 6, 2023. The ABL Credit Facilities include a springing maturity clause that would accelerate its maturity 90 days prior to the maturity of the Term Loan Agreements, Welltower Real Estate Loans or MidCap Real Estate Loans (as defined below), in the event those agreements are not extended or refinanced. The revolving credit facility includes a swinging lockbox arrangement whereby the Company transfers all funds deposited within its designated lockboxes to MidCap on a daily basis and then draws from the revolving credit facility as needed. The Company has presented the entire revolving credit facility borrowings balance of $136.0 million in current installments of long-term debt at December 31, 2019. Despite this classification, the Company expects that it will have the ability to borrow and repay on the revolving credit facility through its maturity date. Cash proceeds of $50.6 million received under the ABL Credit Facilities remain in a restricted account. This amount is pledged to cash collateralize letters of credit previously issued under the retired revolving credit facilities. The Company has classified this deposit and all cash account balances subject to deposit account control agreements that were sprung under the ABL Credit Facilities as restricted cash and equivalents within the consolidated balance sheets at December 31, 2019 and 2018. Borrowings under the term loan and revolving credit facility components of the ABL Credit Facilities bear interest at a 90-day LIBOR rate (subject to a floor of 0.5%) plus an applicable margin of 6%. Borrowings under the delayed draw component bear interest at a 90-day LIBOR rate (subject to a floor of 1%) plus an applicable margin of 11%. Borrowing levels under the term loan and revolving credit facility components of the ABL Credit Facilities are limited to a borrowing base that is computed based upon the level of eligible accounts receivable. In addition to paying interest on the outstanding principal borrowed under the revolving credit facility, the Company is required to pay a commitment fee to the lenders for any unutilized commitments. The commitment fee rate equals 0.5% per annum on the revolving credit facility and 2% on the delayed draw term loan facility. The term loan facility and revolving credit facility include a termination fee equal to 2% if the loans are prepaid within the first two years and 1.5% thereafter. The term loan facility and revolving credit facility include an exit fee equal to $1.6 million and $1.0 million, respectively, due and payable on the earlier of the loan’s retirement or on the maturity date. The ABL Credit Facilities contain representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default and security interests that are customarily required for similar financings. Financial covenants include a minimum consolidated fixed charge coverage ratio, a maximum leverage ratio and minimum liquidity. Borrowings and interest rates under the ABL Credit Facilities were as follows at December 31, 2019 (dollars in thousands): Weighted Average ABL Credit Facilities Commitment Borrowings Interest Term loan facility $ 285,000 $ 285,000 7.91 % Revolving credit facility (Non-HUD) 168,000 78,860 7.91 % Revolving credit facility (HUD) 72,000 27,101 7.91 % Delayed draw term loan facility 30,000 30,000 12.91 % $ 555,000 $ 420,961 8.26 % As of December 31, 2019, the Company had a total borrowing base capacity of $436.5 million with outstanding borrowings under the ABL Credit Facilities of $421.0 million, leaving the Company with approximately $15.5 million of available borrowing capacity under the ABL Credit Facilities. Term Loan Agreements The Company and certain of its affiliates, including FC-GEN (the Borrower) are party to a term loan agreement, as amended (the Term Loan Agreement) with an affiliate of Welltower and an affiliate of Omega. The Term Loan Agreement originally provided for term loans (the Term Loans) in the aggregate principal amount of $120.0 million and later expanded to $160.0 million. The Term Loan Agreement was amended on May 9, 2019 to extend the maturity date from July 29, 2020 to November 30, 2021. The original Term Loan for $120.0 million bears interest at a rate equal to 14.0% per annum, with up to 9.0% per annum to be paid in kind. The additional Term Loan for $40.0 million bears interest at a rate equal to 10.0% per annum, with up to 5.0% per annum to be paid in kind. The Term Loans had an outstanding accreted principal balance of $193.0 million and $178.1 million at December 31, 2019 and 2018, respectively. The Term Loan Agreement is secured by a first priority lien on the equity interests of the subsidiaries of the Company and the Borrower as well as certain other assets of the Company, the Borrower and their subsidiaries, subject to certain exceptions. The Term Loan Agreement is also secured by a junior lien on the assets that secure the ABL Credit Facilities on a first priority basis. Welltower and Omega, or their respective affiliates, are each currently landlords under certain master lease agreements to which the Company and/or its affiliates are tenants. The Term Loan Agreement contains financial, affirmative and negative covenants, and events of default that are customary for debt securities of this type. Financial covenants include maintenance covenants which require the Company to maintain a maximum leverage ratio, a minimum interest coverage ratio and a minimum fixed charge coverage ratio. The most restrictive financial covenant is the minimum interest coverage ratio which requires the Company to maintain a coverage ratio, as defined therein, of no less than 1.70 to 1.0 through December 31, 2020 and increasing to 1.80 to 1.0 thereafter. Real Estate Loans On March 30, 2018, the Company entered into two real estate loans with MidCap (MidCap Real Estate Loans) with combined available proceeds of $75.0 million. The MidCap Real Estate Loans are secured by 12 skilled nursing facilities and are subject to a five-year term maturing on March 30, 2023. The maturity of the MidCap Real Estate Loans will accelerate in the event the ABL Credit Facilities are repaid in full and terminated. The loans, which were interest only in the first year, are subject to an annual interest rate equal to 30-day LIBOR (subject to a floor of 1.5%) plus an applicable margin of 5.85%. Beginning April 1, 2019, mandatory principal payments commenced with the balance of the loans to be repaid at maturity. Proceeds from the MidCap Real Estate Loans were used to repay partially the Welltower Real Estate Loans (defined below). On November 8, 2018, one of the MidCap Real Estate Loans was amended with an additional borrowing of $10.0 million. The proceeds were used to retire a maturing mortgage loan on a corporate office building. The office building has been added as collateral and the loan maturity remains March 30, 2023. The $10.0 million additional loan is subject to an annual interest rate equal to 30-day LIBOR (subject to a floor of 2.0%) plus an applicable margin of 6.25% with principal amortizing immediately and the balance due at maturity. On May 1, 2019, the Company divested the real property and operations of five skilled nursing facilities in California, three of which were subject to the MidCap Real Estate Loans. The Company used the sale proceeds to repay $27.7 million on the MidCap Real Estate Loans. During the third quarter of 2019, the Company divested the real property of two skilled nursing facilities in New Jersey and one skilled nursing facility in Maryland that were subject to the MidCap Real Estate Loans and used the sale proceeds to repay $12.1 million on the loans. See Note 4 – “Significant Transactions and Events – Strategic Partnerships – Vantage Point Partnership.” The MidCap Real Estate Loans had an outstanding principal balance of $42.2 million and $83.0 million at December 31, 2019 and 2018, respectively. The Company is subject to multiple real estate loan agreements with Welltower (Welltower Real Estate Loans). The Welltower Real Estate Loans are subject to payments of interest only during the term with a balloon payment due at maturity, provided, that to the extent the subsidiaries receive any net proceeds from the sale and/or refinance of the underlying facilities such net proceeds are required to be used to repay the outstanding principal balance of the Welltower Real Estate Loans. Each Welltower Real Estate Loan has a maturity date of January 1, 2022 and an annual interest rate of 12.0%, of which 7.0% will be paid in cash and 5.0% will be paid in kind. The Company has agreed to make commercially reasonable efforts to secure commitments to repay no less than $105.0 million of the Welltower Real Estate Loan obligations. As of December 31, 2019, the Company has not yet secured the total required repayments or commitments. As a result, the annual cash component of the interest payments was increased by approximately $2.0 million with a corresponding decrease in the paid in kind component of interest. At December 31, 2019, the Welltower Real Estate Loans are secured by a mortgage lien on the real property and a second lien on certain receivables of the operator of the one remaining facility subject to the Welltower Real Estate Loans. The Welltower Real Estate Loans contain a conversion option, whereby up to $50.0 million of the balance can be converted into Class A common stock of the Company or a 10-year note bearing 2% paid in kind interest. The conversion option is available to the Company upon the satisfaction of certain conditions, the most significant include: the raise of new capital and application thereof to existing Welltower debt instruments, the repayment of $105.0 million to Welltower, as described above, the partial repayment of the Term Loans, and the partial repayment of the Welltower Real Estate Loans, such that the remaining outstanding principal balance does not exceed $50.0 million. The Welltower Real Estate Loans had an outstanding accreted principal balance of $208.0 million and $201.1 million at December 31, 2019 and 2018, respectively. HUD Insured Loans As of December 31, 2019, the Company has 16 owned skilled nursing facility loans insured by HUD. The HUD insured loans have an original amortization term ranging from 30 to 35 years and an average remaining term of 29 years with fixed interest rates ranging from 3.0% to 3.5% and a weighted average interest rate of 3.3%. Depending on the mortgage agreement, prepayments are generally allowed only after 12 months from the inception of the mortgage. Prepayments are subject to a penalty of 10% of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1% until no penalty is required thereafter. Any further HUD insured loans will require additional HUD approval. The HUD insured loans for owned facilities had an aggregate principal balance of $140.6 million and $210.0 million at December 31, 2019 and 2018, respectively. The loan of one facility in California was classified as held for sale at December 31, 2019. This loan had an outstanding balance of $20.2 million, net of debt issuances costs, and escrow reserve funds of $1.1 million. The loans of three facilities in Texas were classified as held for sale at December 31, 2018. These loans had an outstanding balance of $26.6 million, net of debt issuance costs and debt premiums, and aggregate escrow reserve funds of $3.4 million. See Note 20 – “Assets Held for Sale.” All HUD insured loans are non-recourse loans to the Company. All loans are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of December 31, 2019, the Company has total escrow reserve funds of $11.7 million with the loan servicer that are reported within prepaid expenses in the consolidated balance sheets. During the year ended December 31, 2019, the Company sold the real property of three skilled nursing facilities and one assisted/senior living facility in California subject to HUD financing, the proceeds of which were used to retire HUD insured loans totaling $23.8 million. See Note 4 – “Significant Transactions and Events – Divestiture of Non-Strategic Facilities – 2019 Divestitures – California Divestitures.” In addition, the Company sold the real property of one skilled nursing facility in New Jersey and one skilled nursing facility in Virginia. The proceeds of these two sales were used to retire HUD insured loans totaling $18.4 million. See Note 4 – “Significant Transactions and Events – Strategic Partnerships – Vantage Point Partnership.” Finally, the Company sold the real property of three skilled nursing facilities in Texas that were subject to HUD insured loans and had been classified as held for sale in the consolidated balance sheets as of December 31, 2018. The proceeds from the sale were used to retire HUD insured loans totaling $23.4 million. See Note 4 – “Significant Transactions and Events – Divestiture of Non-Strategic Facilities – 2019 Divestitures – Texas Divestitures.” Notes Payable On January 17, 2018, the Company converted $19.6 million of its trade payables into a note payable. The note, as amended, was repaid in equal monthly installments through December 2019 at an annual interest rate of 5.75%. The loan was repaid in full at December 31, 2019 and had an outstanding balance of $7.8 million at December 31, 2018. In November 2016, the Company issued a note totaling $51.2 million to Welltower. The note accrues cash interest at 3.0% and paid-in-kind interest at 7.0%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every May 1 and November 1. The note was amended on May 9, 2019 to extend the maturity date from October 30, 2020 to December 15, 2021. Upon the satisfaction of certain conditions, including the repayment of the Term Loans, repayment of the other note payable, noted below, to Welltower, and partial repayment of the Welltower Real Estate Loans, the outstanding note balance in excess of $6.0 million will be forgiven by Welltower. The note had an outstanding accreted balance of $64.2 million and $60.0 million at December 31, 2019 and 2018, respectively. In December 2016, the Company issued a second note for $11.7 million to Welltower, which accrues cash interest at 3.0% and paid-in-kind interest at 7.0%. Cash interest is paid and paid-in-kind interest accretes the principal amount semi-annually every June 15 and December 15. The note matures on December 15, 2021, and had an outstanding accreted principal balance of $14.6 million and $13.6 million at December 31, 2019 and 2018, respectively. In October 2019, the Company converted $23.2 million of its trade payables into a note payable. The note requires monthly interest payments based on an annual interest rate of 3.5%. The balance of the note is due on the maturity date, September 30, 2022. In November 2019, the Company issued a short-term note payable for $15.0 million, the entire balance of which was outstanding at December 31, 2019. The balance of the note is due no later than April 30, 2020. Other Debt Mortgages and other secured debt (recourse). The Company carries mortgage loans and notes payable on certain of its corporate office buildings and other acquired assets. The loans are secured by the underlying real property and have fixed or variable rates of interest with a weighted average interest of 1.5% at December 31, 2019, and maturity dates ranging from 2020 to 2024. On November 8, 2018, the mortgage loan of $10.0 million on one of the Company’s corporate office buildings matured and was refinanced through a MidCap Real Estate Loan. Mortgages and other secured debt (non-recourse). Loans are carried by certain of the Company’s consolidated joint ventures and VIEs. The loans consist principally of revenue bonds and secured bank loans. Loans are secured by the underlying real and personal property of individual facilities and have fixed or variable rates of interest with a weighted average interest rate of 7.2% at December 31, 2019. Maturity dates range from 2022 to 2034. Loans are labeled “ non-recourse” because neither the Company nor any of its wholly-owned subsidiaries is obligated to perform under the respective loan agreements. The aggregate principal balance of these loans includes a $1.4 million debt premium on one debt instrument. In the year ended December 31, 2019, the Company consolidated the financial statements of the Next Partnership and the Vantage Point Partnership. See Note 4 – “ Significant Transactions and Events – Strategic Partnerships – Next Partnership ” and Note 4 – “ Significant Transactions and Events – Strategic Partnerships – Vantage Point Partnership. ” The Next Partnership’s debt consists of a three-year term loan in an initial amount of $142.1 million and a 10-year mezzanine loan in the amount of $27.0 million. In December 2019, the Next Partnership term loan was partially refinanced via three new HUD insured loans. Proceeds from the new HUD insured loans were principally used to pay down $38.7 million on the Next Partnership term loan, such that the outstanding principal balance was $103.4 million at December 31, 2019. The new loans had an aggregate initial principal balance of $41.7 million, all of which remained outstanding as of December 31, 2019. The loans have an original amortization term of 35 years and a fixed interest rate of 3.15%. Proceeds were principally used to repay a portion of the term loan associated with the Next Partnership and fees. The HUD insured loans are non-recourse loans to the Company and are subject to HUD regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, insurance and for capital replacement expenditures. As of December 31, 2019, the Company has total escrow reserve funds of $3.9 million with the loan servicer that are reported within prepaid expenses in the consolidated balance sheets. The Vantage Point Partnership’s debt consists of a 7-year term loan with available proceeds of $240.9 million, $233.6 million of which was drawn as of December 31, 2019, as well as a promissory note due to Vantage Point in the amount of $76.8 million, due on September 12, 2028. On January 10, 2020, the Vantage Point Partnership acquired its nineteenth facility. In conjunction with the acquisition, the remaining available proceeds on the term loan, $7.3 million, were drawn. Debt Covenants The ABL Credit Facilities, the Term Loan Agreement and the Welltower Real Estate Loans (collectively, the Credit Facilities) each contain a number of financial, affirmative and negative covenants, including a maximum leverage ratio, a minimum interest coverage ratio, a minimum fixed charge coverage ratio and minimum liquidity. The Credit Facilities include cross-default provisions with each other and certain material lease agreements. At December 31, 2019, the Company was in compliance with its financial covenants contained in the Credit Facilities. The Company’s ability to maintain compliance with its debt covenants depends in part on management’s ability to increase revenue and control costs. Due to continuing changes in the healthcare industry, as well as the uncertainty with respect to changing referral patterns, patient mix, and reimbursement rates, it is possible that future operating performance may not generate sufficient operating results to maintain compliance with its quarterly debt covenant compliance requirements. Should the Company fail to comply with its debt covenants at a future measurement date, it would, absent necessary and timely waivers and/or amendments, be in default under certain of its existing credit agreements. To the extent any cross-default provisions may apply, the default would have an even more significant impact on the Company’s financial position. The maturity of total debt of $1.6 billion, excluding debt issuance costs and other non-cash debt discounts and premiums, at December 31, 2019 is as follows (in thousands): Twelve months ended December 31, 2020 $ 162,482 2021 278,941 2022 346,155 2023 344,985 2024 11,171 Thereafter 469,923 Total debt maturity $ 1,613,657 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders’ Deficit. | |
Stockholders' Deficit | (13) The total number of shares of all classes of stock that the Company shall have authority to issue is 1,200,000,000 consisting of: · 1,000,000,000 shares of Class A common stock, par value $0.001 per share, of which 107,888,854 shares and 101,235,935 shares were issued at December 31, 2019 and 2018, respectively; · 20,000,000 shares of Class B common stock, par value $0.001 per share, of which 744,396 shares and 744,396 shares were issued at December 31, 2019 and 2018, respectively; · 150,000,000 shares of Class C common stock, par value $0.001 per share, of which 56,172,193 shares and 59,700,801 shares were issued at December 31, 2019 and 2018, respectively; and · 30,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares were issued at December 31, 2019 and 2018. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | (14) The Company provides stock-based compensation to attract and retain employees while also aligning employees’ interests with the interests of its shareholders. The 2015 Plan, which is shareholder-approved, permits the grant of various cash-based and equity-based awards to selected employees, directors, independent contractors and consultants of the Company. The 2015 Plan permits the grant of up to 24.4 million shares of Class A common stock, subject to certain adjustments and limitations. Stock-based compensation expense is comprised of restricted stock units, which are based on estimated fair value, made to certain employees and directors. The Company accounts for forfeitures when they occur. Restricted Stock Units The Company grants restricted stock units under the 2015 Plan. Each unit represents an obligation to deliver to the holder one share of the Company’s Class A common stock upon vesting. Restricted stock units are subject to some combination of service-based, performance-based, and market-based vesting conditions. Units subject to only service-based vesting conditions generally vest in equal installments over three years on the anniversary of the grant date with expense being recognized over the requisite service period. The fair value of such units is measured at the market price of the Company’s stock on the date of the grant. Units subject to performance-based or market-based vesting conditions are generally subject to a service-based vesting condition (i.e. cliff vest). Consequently, expense of such awards is recognized over the requisite service period. Units subject to performance-based vesting conditions generally cliff vest upon satisfaction of performance targets. The fair value of such units is measured at the market price of the Company’s stock on the date of the grant. Units subject to market-based vesting conditions generally cliff vest upon the Company’s share price meeting specified target prices. The fair value of such units is measured using the Monte-Carlo simulation model, which incorporates into the fair value determination the possibility that the target share prices may not be met. Further, expense related to these units is recognized regardless of whether the market-based vesting condition is satisfied, provided that the requisite service has been provided. A summary of the Company’s non-vested restricted stock units as of and for the year ended December 31, 2019 is shown below (number of units in thousands): Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Non-vested balance at January 1, 2019 10,192 $ 1.89 Granted 4,778 1.30 Vested (3,375) 1.82 Forfeited (1,636) 1.24 Non-vested balance at December 31, 2019 9,959 $ 1.74 For the year ended December 31, 2018, the weighted-average grant date fair value of restricted stock units granted was $2.43. As of December 31, 2019, there was approximately $12.3 million of unrecognized expense related to non-vested restricted stock units, which is expected to be recognized over a weighted-average term of 1.6 years. During the years ended December 31, 2019 and 2018, the fair value of restricted stock units that vested was $4.4 million and $5.8 million, respectively. At December 31, 2019, 5.3 million shares of the Company’s Class A common stock are available for delivery under the 2015 Plan. Stock-based compensation expense related to restricted stock units included in general and administrative costs was $7.3 million and $8.8 million for the years ended December 31, 2019 and 2018, respectively. The income tax benefit for stock-based compensation expense was $4.4 million and $4.8 million for the years ended December 31, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | (15) The Company’s provision for income taxes was based upon management’s estimate of taxable income or loss for each respective accounting period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets, including net operating loss and credit carryforwards, and liabilities and the amounts reported in the financial statements. These temporary differences would result in taxable or deductible amounts in future years when the reported amounts of the assets are recovered or liabilities are settled. The Company effectively owns 66.1% of FC-GEN, an entity taxed as a partnership for U.S. income tax purposes. This is the Company’s only source of taxable income. The taxable income of the partnership is subject to the income allocation rules of IRC Sec. 704. Management believes the mechanics of IRC Sec. 704 will cause a greater portion of the temporary tax deductions to be allocated to the Company. This allocation reduced the Company’s taxable income for the years ended December 31, 2019 and 2018, respectively. Income Tax Provision Total income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2019 2018 Continuing operations $ 1,754 $ (2,423) Stockholder's deficit 346 (115) Total $ 2,100 $ (2,538) The components of the provision for income taxes on income (loss) for the years ended December 31, 2019 and 2018 were as follows (in thousands): Year ended December 31, 2019 2018 Current: Federal $ 1,014 $ 1,064 State 28 (12) 1,042 1,052 Deferred: Federal 29 (521) State 683 (2,954) 712 (3,475) Total $ 1,754 $ (2,423) At December 31, 2019 and 2018, the current income taxes were primarily generated on the taxable income of the Company’s Bermuda captive insurance company. Reasonable estimates for the Company’s state and local provision were made based on the Company’s analysis of the state’s enacted response to U.S. federal tax reform. During the years ended December 31, 2019 and 2018, the Company’s rehabilitation therapy services business operations within the People’s Republic of China and Hong Kong generated both U.S. federal and foreign taxable losses. The deferred tax assets generated by the foreign operations were fully valued at December 31, 2019 and 2018. Management does not anticipate these operations will generate significant taxable income in the near term. The operations currently do not have a material effect on the Company’s effective tax rate. Under the U.S. Tax Cuts and Jobs Act, the Company's federal net operating losses that have been incurred prior to January 1, 2018 will continue to have a 20-year carryforward limitation applied and will need to be evaluated for recoverability in the future as such. For net operating losses created after December 31, 2017, the net operating losses will have an indefinite life, but usage will be limited to 80% of taxable income in any given year. Further, the Company has recorded a deferred tax asset for the deferred interest that it estimates will not be deducted in tax years 2019 and 2018. The deferred interest can be carried forward indefinitely, such that it may be deductible in future tax years based upon certain limitations. The Company has estimated the impact of the U.S. Tax Cuts and Jobs Act on state income taxes reflected in its income tax benefit for the years ended December 31, 2019 and 2018. In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gives appropriate consideration to all positive and negative evidence related to the realization of its deferred tax assets. The assessment considers the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods and the Company’s experience with operating loss and tax credit expirations. A history of cumulative losses is a significant piece of negative evidence used in the assessment. At December 31, 2019 and 2018, the Company has established a full valuation allowance against the majority of its net deferred tax assets in the amount of $386.2 million and $342.6 million, respectively, based on management’s assessment that the Company will not realize its deferred tax assets. The valuation allowance does not include the discounted unpaid loss reserve deferred tax asset of the Company’s captive insurance company, which continues to have taxable income that will allow the Company to utilize its deferred tax assets. Total income tax expense (benefit) for the periods presented was as follows (in thousands): Year ended December 31, 2019 2018 Computed “expected” expense (benefit) $ 1,939 $ (78,716) (Reduction) increase in income taxes resulting from: State and local income taxes, net of federal tax benefit 107 113 Income tax credits (2,088) (2,397) Non-controlling interest 4,038 28,366 Adjustment to deferred taxes, including credits and valuation allowance (2,977) 50,302 FIN 48 — (38) Other, net 735 (53) Total income tax expense (benefit) $ 1,754 $ (2,423) The Company’s effective income tax rates were 19.0% and 0.6% in the years ended December 31, 2019 and 2018, respectively. The 19.0% effective rate is primarily attributable to the current income tax expense of the Company’s captive insurance company. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 are presented below (in thousands): 2019 2018 Deferred tax assets: Investment in partnership $ 224,215 $ 195,095 Net operating loss carryforwards 133,611 121,111 Discounted unpaid loss reserve 2,156 3,567 General business credits 30,006 28,729 Total deferred tax assets 389,988 348,502 Valuation allowance (386,216) (342,635) Deferred tax assets, net of valuation allowance $ 3,772 $ 5,867 Deferred tax liabilities: Long-lived assets: intangible property (5,245) (6,281) Total deferred tax liabilities (5,245) (6,281) Net deferred tax liabilities $ (1,473) $ (414) Uncertain Tax Positions The Company follows ASC 740 guidance for recognizing and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements, and accounting for the related income tax effects of individual tax positions that do not meet the recognition thresholds required in order for any part of the benefit of that tax position to be recognized in an entity’s financial statements. The Company, excluding its corporate groups, is only subject to state and local income tax in certain jurisdictions. The Company’s corporate groups are subject to federal, state and local income taxes. The Company is also subject to income based taxes in the People’s Republic of China and Hong Kong. However, these business operations have generated current taxable losses since their inception. Significant judgment is required in evaluating its uncertain tax positions and determining its provision for income taxes. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the technical merits of a tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company is subject to various federal and state income tax audits in the ordinary course of business. Such audits could result in increased tax payments, interest and penalties. While the Company believes its tax positions are appropriate, it cannot assure that the various authorities engaged in the examination of its income tax returns will not challenge the Company’s positions. The Company believes it has adequately reserved, if necessary, for its potential audit exposures of uncertain tax positions, though no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves through closely monitoring and continuously evaluating, if any, the changes of facts and circumstances and tax legislative development, such as the closing of a tax audit or the expiration of the statute of limitations. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. A reconciliation of unrecognized tax benefits follows (in thousands): Balance, December 31, 2017 $ 115 Reductions due to lapses of applicable statute of limitations (38) Balance, December 31, 2018 $ 77 Reductions due to lapses of applicable statute of limitations — Balance, December 31, 2019 $ 77 The Company’s unrecognized tax benefits reserve for uncertain tax positions primarily related to the accrual of penalty on underpayment of quarterly estimated tax. All of the gross unrecognized tax benefits would affect the effective tax rate if recognized. Unrecognized tax benefits are adjusted in the period in which new information about a tax position becomes available or the final outcome differs from the amount recorded. Unrecognized tax benefits are not expected to change significantly over the next twelve months. The Company recognizes potential accrued interest related to unrecognized tax benefits in income tax expense. Penalties, if incurred, would also be recognized as a component of income tax expense. The amount of accrued interest related to unrecognized tax benefits was less than $0.1 million as of both December 31, 2019 and 2018. Generally, the Company has open tax years for state purposes subject to tax audit on average of between three years to six years. The Company’s U.S. income tax returns from 2013 through 2018 are open and could be subject to examination. Exchange Rights and Tax Receivable Agreement The owners of FC-GEN have the right to exchange their membership units in FC-GEN , along with an equivalent number of Class C shares, for shares of Class A common stock of the Company or cash, at the Company’s option. As a result of such exchanges, the Company’s membership interest in FC-GEN will increase and its purchase price will be reflected in its share of the tax basis of FC-GEN’s tangible and intangible assets. Any resulting increases in tax basis are likely to increase tax depreciation and amortization deductions and, therefore, reduce the amount of income tax the Company would otherwise be required to pay in the future. Any such increase would also decrease gain (or increase loss) on future dispositions of the affected assets. There were exchanges of 3.5 million FC-GEN units and Class C shares during the year ended December 31, 2019, equating to 3.5 million Class A shares. The exchanges during the year ended December 31, 2019, resulted in a $16.9 million IRC Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN. There were exchanges of 1.9 million FC-GEN units and Class C shares during the year ended December 31, 2018, equating to 1.9 million Class A shares. The exchanges during the year ended December 31, 2018 resulted in a $9.6 million IRC Section 754 tax basis step-up in the tax deductible goodwill of FC-GEN. The Company is party to a tax receivable agreement (TRA) with the owners of FC-GEN. The agreement provides for the payment by the Company to the owners of FC-GEN of 90% of the cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) the increases in tax basis attributable to the owners of FC-GEN and (ii) tax benefits related to imputed interest deemed to be paid by the Company as a result of the TRA. Under the TRA, the benefits deemed realized by the Company as a result of the increase in tax basis attributable to the owners of FC-GEN generally will be computed by comparing the actual income tax liability of the Company to the amount of such taxes that the Company would have been required to pay had there been no such increase in tax basis. Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis and deductions, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including: the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair value of the depreciable or amortizable assets of FC-GEN and its subsidiaries at the time of each exchange, which fair value may fluctuate over time; the price of shares of Company Class A Common Stock at the time of the exchange—the increase in any tax deductions, and the tax basis increase in other assets of FC-GEN and its subsidiaries is directly proportional to the price of shares of Company Class A Common Stock at the time of the exchange; the amount and timing of the Company’s income—the Company is required to pay 90% of the deemed benefits as and when deemed realized. If FC-GEN does not have taxable income, the Company is generally not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the TRA; and future tax rates of jurisdictions in which the Company has tax liability. The TRA also provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control, FC-GEN (or its successor’s) obligations under the TRA would be based on certain assumptions defined in the TRA. As a result of these assumptions, FC-GEN could be required to make payments under the TRA that are greater or less than the specified percentage of the actual benefits realized by the Company that are subject to the TRA. In addition, if FC-GEN elects to terminate the TRA early, it would be required to make an early termination payment, which upfront payment may be made significantly in advance of the anticipated future tax benefits. Payments generally are due under the TRA within a specified period of time following the filing of FC-GEN’s U.S. federal and state income tax returns for the taxable year with respect to which the payment obligation arises. Payments under the TRA generally will be based on the tax reporting positions that FC-GEN will determine. Although FC-GEN does not expect the Internal Revenue Service (IRS) to challenge the Company’s tax reporting positions, FC-GEN will not be reimbursed for any overpayments previously made under the TRA, but any overpayments will reduce future payments. As a result, in certain circumstances, payments could be made under the TRA in excess of the benefits that FC-GEN actually realizes in respect of the tax attributes subject to the TRA. The term of the TRA generally will continue until all applicable tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA and make an early termination payment. In certain circumstances (such as certain changes in control, the election of the Company to exercise its right to terminate the agreement and make an early termination payment or an IRS challenge to a tax basis increase) it is possible that cash payments under the TRA may exceed actual cash savings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | (16) The Company provides rehabilitation services to certain facilities owned and operated by two customers in which certain members of the Company’s board of directors, board observers, and shareholders with greater than 5% of the Company’s Class A common stock beneficially own an ownership interest. In the case of one significant customer, these services resulted in net revenues of $114.3 million and $126.4 million in the years ended December 31, 2019 and 2018, respectively. The services resulted in net accounts receivable balances of $28.9 million and $32.3 million at December 31, 2019 and 2018, respectively. Further, the Company holds a note receivable from this customer, which was derived from past due accounts receivable, in the amount of $56.3 million. The Company has reserved $55.0 million on the note receivable balance. The reserve represents the judgment of management and does not indicate a forgiveness of any amount owed by this related party customer. The Company is monitoring the financial condition of this customer and will adjust the reserve levels accordingly as new information about their outlook is available. In the case of the other customer, services began in the third quarter of 2018. The Company recorded net revenues of $6.6 million and $1.9 million in the years ended December 31, 2019 and 2018, respectively, resulting in net accounts receivable balances of $1.4 million and $1.1 million at December 31, 2019 and 2018, respectively. Prior to December 31, 2019, certain members of the Company’s board of directors, board observers, and shareholders with greater than 5% of the Company’s Class A common stock indirectly beneficially held ownership interests in FC Compassus LLC (Compassus) totaling less than 10% in the aggregate. Effective December 31, 2019, no members indirectly beneficially hold ownership interests in Compassus. The Company is party to certain immaterial preferred provider and affiliation agreements with Compassus. Separately, the Company had a note receivable balance of $23.2 million from Compassus. The note was comprised of principal of $12.0 million and accrued interest, and was associated with the Company’s sale of its hospice and home health operations to Compassus, which was completed during 2016. The note balance was paid in full during December 2019. Prior to September 20, 2019, certain members of the Company’s board of directors, board observers, and shareholders with greater than 5% of the Company’s Class A common stock indirectly beneficially held ownership interests in Trident USA totaling less than 10% in the aggregate. Effective September 20, 2019, no members indirectly beneficially hold ownership interests in Trident USA. However, the Company remains party to mobile radiology and laboratory/diagnostic services agreements with Trident USA. Fees for these services were $8.4 million and $12.6 million in the years ended December 31, 2019 and 2018, respectively. Certain subsidiaries of the Company are subject to a lease of 12 centers in New Hampshire and Florida from 12 separate limited liability companies affiliated with Next (the Next Landlord Entities). The lease was effective June 1, 2018 and the initial annualized rent to be paid is $13.0 million. The lease includes a purchase option that is exercisable in 2022. In addition, certain subsidiaries of the Company are subject to a lease of 15 centers from 15 separate limited liability companies affiliated with the Next Landlord Entities. The Company owns a 46% membership interest in the Next Partnership. The lease was effective February 1, 2019 and the initial annualized rent to be paid is $19.5 million. The lease includes a purchase option that is exercisable during 2024 through 2026. See Note 4 – “ Significant Transactions and Events – Strategic Partnerships – Next Partnership .” Certain members of the Company’s board of directors each directly or indirectly hold an ownership interest in the Next Landlord Entities totaling approximately 4% in the aggregate. These members have earned acquisition fees, and may earn asset management fees and other fees paid from the Next Landlord Entities. As of December 31, 2019, Welltower held approximately 8.9% of the shares of the Company’s Class A Common Stock, representing approximately 5.8% of the voting power of the Company’s voting securities. The Company is party to a master lease with an affiliate of Welltower. The initial term of the master lease expires on January 31, 2037 and the Company has one eleven-year renewal option. Beginning January 1, 2019, annual rent escalators under the master lease were 2.0%. During the year ended December 31, 2019, the Company paid rent of approximately $73.7 million to Welltower. The Company holds options to purchase certain facilities subject to the master lease. At December 31, 2019, the Company leased 43 facilities from Welltower. The Company and certain of its affiliates are also party to certain debt instruments with Welltower. See Note 12 – “ Long-Term Debt – Term Loan Agreements, ” “ Long-Term Debt – Real Estate Loans, ” and “ Long-Term Debt – Notes Payable .” During the third quarter of 2019, the Company entered into a consulting agreement with one of the Company’s board observers. The consulting agreement has a term of one year and compensation of approximately $0.6 million. Services provided include sourcing, negotiating and assisting with closing of transactions and financing. On March 5, 2020, the consulting agreement was terminated. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Plan | |
Defined Contribution Plan | (17) The Company sponsors a defined contribution plan covering substantially all employees who meet certain eligibility requirements. The Company did not match employee contributions for the defined contribution plan in 2019 and 2018. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2019 | |
Other Income | |
Other Income | (18) In the years ended December 31, 2019 and 2018, the Company completed multiple transactions, including the divestitures of numerous owned assets and the termination and refinancing of certain facilities subject to lease agreements. See Note 4 – “ Significant Transactions and Events .” These transactions resulted in a net gain recorded as other income in the consolidated statements of operations. The following table summarizes those net gains (in thousands): Year ended December 31, 2019 2018 Gain on sale of owned assets (1) $ (90,723) $ — Loss recognized for exit costs associated with divestiture of operations (2) 12,997 21,459 Gain on lease termination or modification (3) (95,779) (34,379) Total other income $ (173,505) $ (12,920) (1) The Company sold 13 owned skilled nursing facilities and two assisted/senior living facilities in 2019. The gain represents sale proceeds in excess of the carrying value of the assets sold. The Company sold 22 skilled nursing facilities and one assisted/senior living facility in 2018. The sale price approximated the carrying value of those assets sold. (2) The Company divested operations of 44 facilities and 55 facilities in 2019 and 2018, respectively. Upon divestiture, the Company recognizes exit costs for uncollectible accounts receivable resulting from a sale, the write-off of inventory balances assumed by the new operator, and other costs associated with the transition of operations. (3) The Company has amended numerous lease agreements in 2019 and 2018 in conjunction with its efforts detailed in Note 4 – “ Significant Transactions and Events .” These transactions resulted in a combination of base rent reductions, annual escalator reductions, lease term extensions or reductions and facility terminations. Each lease amendment triggers a lease reassessment of the respective ROU asset and lease liability with an offsetting adjustment recorded to the consolidated statements of operations as other income or loss. |
Asset Impairment Charges
Asset Impairment Charges | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Identifiable Intangible Assets | |
Asset Impairment Charges | ( 19) Long-Lived Assets with a Definite Useful Life In each quarter, the Company’s long-lived assets with a definite useful life are tested for impairment at the lowest levels for which there are identifiable cash flows. The Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived assets and then compared the estimated undiscounted cash flows to the carrying amount of the long-lived assets. The cash flow period was based on the remaining useful lives of the primary asset in each long-lived asset group, principally a building or ROU asset in the inpatient segment and customer relationship assets in the rehabilitation therapy services segment. During the years ended December 31, 2019 and 2018, the Company recognized impairment charges in the inpatient segment totaling $16.9 m illion and $105.0 million, respectively. Identifiable Intangible Assets with a Definite Useful Life Favorable lease contracts represent the estimated value of future cash outflows of operating lease contracts compared to lease rates that could be negotiated in an arms-length transaction at the time of measurement. Favorable lease contracts are amortized on a straight-line basis over the lease terms. These favorable lease contracts are measured for impairment using estimated future net undiscounted cash flows expected to be generated from the use of the leased assets compared to the carrying amount of the favorable lease. The cash flow period was based on the remaining useful lives of the asset, which for favorable lease assets is the lease term. During the year ended December 31, 2018, the Company recognized impairment charges on its favorable lease intangible assets with a definite useful life of $3.5 million. This charge is presented in goodwill and identifiable intangible asset impairments on the consolidated statements of operations. Goodwill and Identifiable Intangible Assets with an Indefinite Useful Life The Company performed its annual goodwill impairment test as of September 30, 2019 and 2018. For the years ended December 31, 2019 and 2018, the Company performed a qualitative impairment test, which indicated that no impairment existed. The Company conducts the test at the reporting unit level that management has determined aligns with the Company’s segment reporting. See Note 7 – “Segment Information.” Indefinite-lived intangible assets consist of trade names. In conjunction with the annual goodwill impairment test, the Company performed an assessment of its indefinite-lived intangible assets, noting no impairment existed for the years ended December 31, 2019 and 2018. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2019 | |
Assets Held for Sale | |
Assets Held for Sale | (20) In the normal course of business, the Company continually evaluates the performance of its operating units, with an emphasis on selling or closing underperforming or non-strategic assets. These assets are evaluated to determine whether they qualify as assets held for sale or discontinued operations. The assets and liabilities of a disposal group classified as held for sale shall be presented separately in the asset and liability sections, respectively, of the statement of financial position in the period in which they are identified only. Assets held for sale that qualify as discontinued operations are removed from the results of continuing operations. The results of operations in the current and prior year periods, along with any cost to exit such businesses in the year of discontinuation, are classified as discontinued operations in the consolidated statements of operations. During the year ended December 31, 2019, the Company identified a disposal group of seven skilled nursing facilities and one assisted/senior living facility operated by the Company in the state of California that qualified as assets held for sale, but did not meet the criteria as a discontinued operation. The Company is party to a purchase and sale agreement, as amended, to sell the facilities for $88.8 million. During the year ended December 31, 2019, the sale of seven of the eight facilities was completed. See Note 4 – “ Significant Transactions and Events – Divestiture of Non-Strategic Facilities – 2019 Divestitures – California Divestitures.” The sale of the remaining HUD-insured facility occurred on February 26, 2020. See Note 23 – “ Subsequent Events - Divestitures .” During the year ended December 31, 2018, the Company identified a disposal group of 23 skilled nursing facilities operated by the Company in the state of Texas that qualified as assets held for sale, but did not meet the criteria as a discontinued operation. The Company completed the sale of the operations of all 23 skilled nursing facilities and the real estate of 16 skilled nursing facilities during the fourth quarter of 2018. The Company was party to a purchase and sale agreement, as amended, to sell the remaining seven facilities for $20.1 million. Four of the facilities were subject to Welltower Real Estate Loans and three of the facilities were subject to HUD-insured loans. The Company classified as assets held for sale in its consolidated balance sheets as of December 31, 2018, the real property and other balances associated with the remaining seven facilities. In the fourth quarter of 2019, the Company completed the sale of the remaining seven facilities, marking an exit from the inpatient business in Texas. See Note 4 – “ Significant Transactions and Events – Divestiture of Non-Strategic Facilities – 2019 Divestitures – Texas Divestitures.” In total, the Company classified as assets held for sale in its consolidated balance sheets as of December 31, 2019 and 2018, the real property and other balances associated with one facility and seven facilities, respectively. The following table sets forth the major classes of assets and liabilities included as part of the disposal groups as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Current assets: Prepaid expenses $ 1,171 $ 3,375 Long-term assets: Property and equipment, net of accumulated depreciation of $2,201 and $3,640 at December 31, 2019 and December 31, 2018, respectively 16,306 16,087 Total assets $ 17,477 $ 19,462 Current liabilities: Current installments of long-term debt $ 368 $ 639 Long-term liabilities: Long-term debt 19,789 25,942 Total liabilities $ 20,157 $ 26,581 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | (21) Loss Reserves For Certain Self-Insured Programs General and Professional Liability and Workers’ Compensation The Company self-insures for certain insurable risks, including general and professional liabilities and workers’ compensation liabilities through the use of self-insurance or retrospective and self-funded insurance policies and other hybrid policies, which vary among states in which the Company operates, including wholly-owned captive insurance subsidiaries, to provide for potential liabilities for general and professional liability claims and workers’ compensation claims. General and professional liability policies are typically written for a duration of 12 months or less and are measured on a “claims made” basis. Regarding workers’ compensation, the Company self-insures to its deductible and purchases statutorily required insurance coverage in excess of its deductible. Excess insurance policies are typically written for a duration of 12 months or less and are measured on an “occurrence” basis. There is a risk that amounts funded by the Company’s self-insurance programs may not be sufficient to respond to all claims asserted under those programs. Insurance reserves represent estimates of future claims payments. This liability includes an estimate of the development of reported losses and losses incurred but not reported. Provisions for changes in insurance reserves are made in the period of the related coverage. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. The Company’s management employs its judgment and periodic independent actuarial analysis in determining the adequacy of certain self-insured workers’ compensation and general and professional liability obligations recorded as liabilities in the Company’s financial statements. The Company evaluates the adequacy of its self-insurance reserves on a semi-annual basis or more frequently when it is aware of changes to its incurred loss patterns that could impact the accuracy of those reserves. The methods of making such estimates and establishing the resulting reserves are reviewed periodically and are based on historical paid claims information and nationwide nursing home trends. The foundation for most of these methods is the Company’s actual historical reported and/or paid loss data. Any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, and future payments may be different than the estimated reserves. The Company utilizes a combination of third-party administrators (TPAs), in-house adjusters, and legal counsel, along with systems designed to maintain and process claims to provide it with the data utilized in its assessments of reserve adequacy. Where TPAs are utilized, they operate under the oversight of the Company’s in-house risk management and legal functions. These functions and systems ensure that the claims are properly administered so that the historical data is reliable for estimation purposes. Case reserves, which are approved by the Company’s legal and risk management departments, are determined based on an estimate of the ultimate settlement and/or ultimate loss exposure of individual claims. The provision for general and professional liability risks totaled $70.1 million and $102.5 million for the years ended December 31, 2019 and 2018, respectively. The reduction in the provision for general and professional liability for the year ended December 31, 2019 is the result of favorable prior year claim development and lower current year loss exposures. The favorable development is due to the combination of the ongoing impact of tort reform, claim settlements, and other risk management activities. The reserves for general and professional liability, which are recorded on an undiscounted basis, were $392.8 million and $435.3 million as of December 31, 2019 and 2018, respectively. The provision for workers’ compensation risks totaled $47.6 million and $49.9 million for the years ended December 31, 2019 and 2018, respectively. The reserves for workers’ compensation risks were $160.5 million and $168.3 million as of December 31, 2019 and 2018, respectively. These reserves are discounted based on actuarial estimates of claim payment patterns using a discount rate for the current policy year of 1.6%. The discount rates are based upon the risk-free rate for the appropriate duration for the respective policy year. The removal of discounting would have resulted in an increased reserve for workers’ compensation risks of $12.0 million and $8.3 million as of December 31, 2019 and 2018, respectively. Health Insurance The Company offers employees an option to participate in self-insured health plans. Health insurance claims are paid as they are submitted to the plans’ administrators. The Company maintains an accrual for claims that have been incurred but not yet reported to the plans’ administrators and therefore have not yet been paid. This accrual for incurred but not yet reported claims was $15.1 million and $16.6 million as of December 31, 2019 and 2018, respectively. The liability for the self-insured health plan is recorded in accrued compensation in the consolidated balance sheets. Although management believes that the amounts provided in the Company’s consolidated financial statements are adequate and reasonable, there can be no assurances that the ultimate liability for such self-insured risks will not exceed management’s estimates. Legal Proceedings The Company and certain of its subsidiaries are involved in various litigation and regulatory investigations arising in the ordinary course of business. While there can be no assurance, based on the Company’s evaluation of information currently available, with the exception of the specific matters noted below, management does not believe the results of such litigation and regulatory investigations would have a material adverse effect on the results of operations, financial position or cash flows of the Company. However, the Company’s assessment of materiality may be affected by limited information (particularly in the early stages of government investigations). Accordingly, the Company’s assessment of materiality may change in the future based upon availability of discovery and further developments in the proceedings at issue. The results of legal proceedings are inherently uncertain, and material adverse outcomes are possible. From time to time the Company may enter into confidential discussions regarding the potential settlement of pending investigations or litigation. There are a variety of factors that influence the Company’s decisions to settle and the amount it may choose to pay, including the strength of the Company’s case, developments in the investigation or litigation, the behavior of other interested parties, the demand on management time and the possible distraction of the Company’s employees associated with the case and/or the possibility that the Company may be subject to an injunction or other equitable remedy. The settlement of any pending investigation, litigation or other proceedings could require the Company to make substantial settlement payments and result in its incurring substantial costs. Settlement Agreement In 2017, the Company and the U.S. Department of Justice (the DOJ) entered into a settlement agreement regarding four matters arising out of the activities of Skilled Healthcare Group, Inc. (Skilled) or Sun Healthcare Group, Inc. prior to their operations becoming part of the Company’s operations (collectively, the Successor Matters). The Company agreed to the settlement in order to resolve the allegations underlying the Successor Matters and to avoid the uncertainty and expense of litigation. The settlement agreement called for payment of a collective settlement amount of $52.7 million (the Settlement Amount), including separate Medicaid repayment agreements with each affected state Medicaid program. The Company will continue to remit the Settlement Amount through January 1, 2022. The remaining outstanding Settlement Amount at December 31, 2019 was $25.7 million, of which $12.1 million is recorded in accrued expenses and $13.6 million is recorded in other long-term liabilities. Conditional Asset Retirement Obligations Certain of the Company’s leased and owned real estate assets contain asbestos, which is believed to be appropriately contained in accordance with environmental regulations. If these properties were demolished or subject to renovation activities that disturb the asbestos, certain environmental regulations are in place, which specify the manner in which the asbestos must be handled and disposed. At December 31, 2019 and 2018, the Company has a liability for the asset retirement obligation associated primarily with the cost of asbestos removal aggregating approximately $6.6 million and $9.0 million, respectively, which is included in other long-term liabilities. The liability for each facility will be accreted to its settlement value, which is estimated to approximate $16.9 million through the estimated settlement dates extending from 2020 through 2042. Due to the time over which these obligations could be settled and the judgment used to determine the liability, the ultimate obligation may differ from the estimate. Upon settlement, any difference between actual cost and the estimate is recognized as a gain or loss in that period. Annual accretion of the liability is recorded each year for the impacted assets until the obligation year is reached, either by sale of the property, demolition or some other future event such as a government action. Employment Agreements The Company has employment agreements and arrangements with its executive officers and certain members of management. The agreements generally continue until terminated by the executive or management, and provide for severance payments under certain circumstances. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | (22) The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, restricted investments in marketable securities, accounts receivable, accounts payable and current and long-term debt. The Company’s financial instruments, other than its accounts receivable and accounts payable, are spread across a number of large financial institutions whose credit ratings the Company monitors and believes do not currently carry a material risk of non-performance. Recurring Fair Value Measures Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability. Level 3 — Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability). The tables below present the Company’s assets measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 12,097 $ 12,097 $ — $ — Restricted cash and equivalents 113,709 113,709 — — Restricted investments in marketable securities: Mortgage/government backed securities 21,023 — 21,023 — Corporate bonds 48,926 — 48,926 — Government bonds 66,993 45,903 21,090 — Total $ 262,748 $ 171,709 $ 91,039 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 20,865 $ 20,865 $ — $ — Restricted cash and equivalents 121,411 121,411 — — Restricted investments in marketable securities: Mortgage/government backed securities 11,819 — 11,819 — Corporate bonds 55,819 — 55,819 — Government bonds 68,515 40,699 27,816 — Total $ 278,429 $ 182,975 $ 95,454 $ — The Company places its cash and cash equivalents, restricted cash and equivalents and restricted investments in marketable securities in quality financial instruments and limits the amount invested in any one institution or in any one type of instrument. The Company has not experienced any significant losses on such investments. Many of the Company’s financial instruments have quoted prices but are traded less frequently, instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fairly valued using other financial instruments, the parameters of which can be directly observed. These financial instruments have been reported as Level 2 measurements. Debt Instruments The table below shows the carrying amounts and estimated fair values, net of debt issuance costs and other non-cash debt discounts and premiums, of the Company’s primary long-term debt instruments: December 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Asset based lending facilities $ 412,346 $ 412,346 $ 419,289 $ 419,289 Term loan agreements 196,714 196,714 184,652 184,652 Real estate loans 265,700 265,700 307,690 307,690 HUD insured loans 117,117 117,117 181,762 180,950 Notes payable 116,952 116,952 81,398 81,398 Mortgages and other secured debt (recourse) 6,369 6,369 4,190 4,190 Mortgages and other secured debt (non-recourse) 498,222 498,222 26,483 26,483 $ 1,613,420 $ 1,613,420 $ 1,205,464 $ 1,204,652 The fair value of debt is based upon market prices or is computed using discounted cash flow analysis, based on the Company’s estimated borrowing rate at the end of each fiscal period presented. The majority of the Company’s debt instruments contain variable rates that are based upon current market prices, or have been refinanced within the recent past. Consequently, management believes the carrying value of these debt instruments approximates fair value. The Company believes this approach approximates the exit price notion of fair value measurement and the inputs to the pricing models qualify as Level 2 measurements. Non-Recurring Fair Value Measures The Company recently applied the fair value measurement principles to certain of its non-recurring nonfinancial assets in connection with an impairment test . The following tables present the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands): Impairment Charges - Carrying Value Year ended December 31, 2019 December 31, 2019 Assets: Property and equipment, net $ 962,105 $ 10,696 Finance lease right-of-use assets, net 37,097 — Operating lease right-of-use assets 2,399,505 6,241 Intangible assets, net 87,446 — Goodwill 85,642 — Impairment Charges - Carrying Value Year ended December 31, 2018 December 31, 2018 Assets: Property and equipment, net $ 2,887,554 $ 104,997 Intangible assets, net 119,082 3,538 Goodwill 85,642 — The fair value allocation related to the Company’s acquisitions and the fair value of tangible and intangible assets related to the Company’s impairment analysis are determined using a discounted cash flow approach, which is a significant unobservable input (Level 3). The Company estimates the fair value using the income approach (which is a discounted cash flow technique). These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows and discount rates. The Company’s estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flows in applying the income approach requires the Company to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates of revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows requires the selection of risk premiums, which can materially impact the present value of future cash flows. The Company estimated the fair value of acquired tangible and intangible assets using discounted cash flow techniques that included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflects the relative risk of the cash flows. The Company believes the estimates and assumptions used in the valuation methods are reasonable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | (23) Strategic Partnerships Vantage Point Partnership On January 10, 2020, Welltower sold the real estate of one skilled nursing facility located in Massachusetts to Vantage Point Partnership. The sale represents the final component of the transaction that was initiated on September 12, 2019. The Company will receive an annual rent credit of $0.7 million from Welltower as a result of the lease termination. The Vantage Point Partnership acquired this skilled nursing facility for a purchase price of $9.1 million. The initial consolidation of this skilled nursing facility primarily resulted in property and equipment of $9.1 million, non-recourse debt of $7.3 million with the balance of the purchase price settled primarily with proceeds held in escrow from the September 12, 2019 closing. The Company will continue to operate the facility under the master lease agreement with Vantage Point Partnership along with the other 18 facilities. The addition of this one skilled nursing facility resulted in an increase of annual rent of $0.9 million. See Note 4 - “ Significant Transactions and Events – Strategic Partnerships - Vantage Point Partnership .” NewGen Partnership On February 1, 2020, the Company transitioned operational responsibility for 19 facilities in the states of California, Washington and Nevada to New Generation Health, LLC (NewGen). The Company sold the real estate and operations of six skilled nursing facilities and transferred the leasehold rights to 13 skilled nursing, behavioral health and assisted living facilities for $78.9 million. The Company will retain a 50% interest in the facilities. Net transaction proceeds were used by the Company to repay indebtedness, including prepayment fees, of $33.7 million, fund its initial equity contribution and working capital requirement of approximately $15.0 million, and provide financing to the partnership of $9.0 million. Concurrently, the facilities have entered, or will enter upon regulatory approval, into management services agreements with NewGen for the day-to-day operations of the facilities. The Company will continue to provide administrative and back office services to the facilities pursuant to administrative support agreements, as well as therapy services pursuant to therapy services agreements. The Company is currently assessing whether it will continue to consolidate the financial statements of these facilities for financial reporting purposes. Divestitures On January 31, 2020, Omega sold the real estate of one skilled nursing facility located in Massachusetts. The Company leased the facility under a master lease agreement, but closed the facility on July 1, 2019. The sale resulted in the lease termination of the facility and an annual rent credit of $0.4 million. On February 1, 2020, the Company sold two owned skilled nursing facilities in North Carolina and one owned skilled nursing facility in Maryland for $61.8 million. Proceeds were used to retire $29.1 million of HUD financed debt. The three facilities generated revenues of $38.7 million and pre-tax income of $0.5 million. On February 26, 2020, the Company completed the sale of one owned HUD-insured skilled nursing facility in California for $20.8 million. The facility had been classified as an asset held for sale as of December 31, 2019. Proceeds were used to retire $20.5 million of HUD financed debt. The facility generated revenues of $14.0 million and pre-tax loss of $0.1 million. See Note 20 – “ Assets Held for Sale .” On March 4, 2020, the Company divested the operations of one leased assisted/senior living facility in Montana. The lease termination resulted in an annual rent credit of $0.7 million. The facility generated revenues of $2.5 million and pre-tax income of $0.1 million. The Company is currently assessing the impact these divestitures and lease amendments will have on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Genesis Healthcare, Inc. is a healthcare services holding company that through its subsidiaries (collectively, the Company or Genesis), owns and operates skilled nursing facilities, assisted/senior living facilities and a rehabilitation therapy business. The Company has an administrative services company that provides a full complement of administrative and consultative services that allows its affiliated operators and third-party operators with whom the Company contracts to better focus on delivery of healthcare services. At December 31, 2019, the Company provides inpatient services through 381 skilled nursing, assisted/senior living and behavioral health centers located in 26 states. Revenues of the Company’s owned, leased and otherwise consolidated inpatient businesses constitute approximately 87% of its revenues. The Company provides a range of rehabilitation therapy services, including speech pathology, physical therapy, occupational therapy and respiratory therapy. These services are provided by rehabilitation therapists and assistants employed or contracted at substantially all of the centers operated by the Company, as well as by contract to healthcare facilities operated by others. The Company has expanded its delivery model for providing rehabilitation services to community-based and at-home settings, as well as internationally in China. After the elimination of intercompany revenues, the rehabilitation therapy services business constitutes approximately 10% of the Company’s revenues. The Company provides an array of other specialty medical services, including management services, physician services, staffing services, and other healthcare related services, which comprise the balance of the Company’s revenues. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In the opinion of management, the consolidated financial statements include all necessary adjustments for a fair presentation of the financial position and results of operations for the periods presented. The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The Company presents noncontrolling interests within the stockholders’ deficit section of its consolidated balance sheets. The Company presents the amount of net income (loss) attributable to Genesis Healthcare, Inc. and net loss attributable to noncontrolling interests in its consolidated statements of operations. The consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority voting interest and the accounts of variable interest entities (VIEs) where the Company is subject to a majority of the risk of loss from the VIE's activities, or entitled to receive a majority of the entity's residual returns, or both. The Company assesses the requirements related to the consolidation of VIEs, including a qualitative assessment of control and economics that considers whether the Company has the power to direct the activities that most significantly impact the VIE's economic performance and has the obligation to absorb losses of, or the right to receive benefits that could be potentially significant to the VIE. During 2019, the Company entered into two partnerships that acquired the real property of 33 skilled nursing facilities that are leased to the Company. Management has concluded that these entities are VIEs, of which the Company is the primary beneficiary. As a result, it has included the assets, liabilities, and operating results of these entities in its consolidated financial statements. See Note 4 – “ Significant Transactions and Events – Strategic Partnership .” Certain prior year disclosure amounts have been reclassified to conform to current period presentation. |
Financial Condition and Liquidity Considerations | Financial Condition and Liquidity Considerations The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date the Company’s financial statements were issued (March 16, 2020). Management considered the recent results of operations as well as the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due before March 16, 2021. Based upon such considerations, management determined that there are no known or knowable conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for 12 months following the date of issuance of these financial statements (March 16, 2020). The Company’s results of operations continue to be negatively impacted by the persistent pressure of healthcare reforms enacted in recent years. This challenging operating environment has been most acute in the Company’s inpatient segment, but also has had a detrimental effect on the Company’s rehabilitation therapy segment and its customers. In recent years, the Company has implemented a number of cost mitigation strategies to offset the negative financial implications of this challenging operating environment. The Company expects to continue to pursue cost mitigation and other strategies in response to the operating environment and liquidity requirements. During the year ended December 31, 2019, the Company amended, or obtained waivers related to, the financial covenants of all of its material debt and lease agreements to account for these ongoing changes in its capital structure and business conditions. Although the Company is and projects to be in compliance with all of its material debt and lease covenants through March 16, 2021, the ongoing uncertainty related to the impact of healthcare reform initiatives may have an adverse impact on the Company’s ability to remain in compliance with the covenants. Should the Company fail to comply with its debt and lease covenants at a future measurement date it could, absent necessary and timely waivers and/or amendments, be in default under certain of its existing debt and lease agreements. To the extent any cross-default provisions apply, the default could have a more significant impact on the Company’s financial position. |
Estimates and Assumptions | Estimates and Assumptions The consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to consolidate company financial information and make informed estimates and assumptions that affect the reported amounts of assets and liabi lities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements relate to revenues, valuation of accounts receivable, self-insured liabilities, income taxes, impairment of long-lived assets, and other contingencies. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), effective January 1, 2018. The Company’s adoption of Topic 606 primarily impacted the presentation of revenues due to the inclusion of variable consideration in the form of implicit price concessions contained in certain of its contracts with customers. Under Topic 606, amounts estimated to be uncollectable are generally considered implicit price concessions that are a direct reduction to net revenues. To the extent there are material subsequent events that affect the payor's ability to pay, such amounts are recorded within operating expenses. The Company generates revenues, primarily by providing healthcare services to its customers. Revenues are recognized when control of the promised good or service is transferred to our customers, in an amount that reflects the consideration to which the Company expects to be entitled from patients, third-party payors (including government programs and insurers) and others, in exchange for those goods and services. Performance obligations are determined based on the nature of the services provided. The majority of the Company’s healthcare services represent a bundle of services that are not capable of being distinct and as such, are treated as a single performance obligation satisfied over time as services are rendered. The Company also provides certain ancillary services which are not included in the bundle of services, and as such, are treated as separate performance obligations satisfied at a point in time, if and when those services are rendered. The Company determines the transaction price based on contractually agreed-upon amounts or rates, adjusted for estimates of variable consideration, such as implicit price concessions. The Company utilizes the expected value method to determine the amount of variable consideration that should be included to arrive at the transaction price, using contractual agreements and historical reimbursement experience within each payor type. Variable consideration also exists in the form of settlements with Medicare and Medicaid as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. Adjustments arising from a change in the transaction price were not significant for the years ended December 31, 2019 and 2018. The Company does not adjust the promised amount of consideration for the effects of a significant financing component due to its expectation that the period between the time the service is provided and the time payment is received will be one year or less. The Company recognizes revenue in the statements of operations and contract assets on the consolidated balance sheets only when services have been provided. Since the Company has performed its obligation under the contract, it has unconditional rights to the consideration recorded as contract assets and therefore classifies those billed and unbilled contract assets as accounts receivable. Payments that the Company receives from customers in advance of providing services represent contract liabilities. Such payments primarily relate to private pay patients, which are billed monthly in advance. See Note 5 – “ Net Revenues and Accounts Receivable. ” |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable are primarily comprised of amounts due from Medicare, Medicaid, private insurance, self-pay residents, other third-party payors and long-term care providers that utilize its rehabilitation therapy and other services. The Company evaluates the valuation of accounts receivable based on analysis of historical collection trends, as well as its understanding of the nature and collectibility of accounts based on their age and other factors. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less when purchased and therefore, approximate fair value. The Company’s available cash is held in accounts at commercial banking institutions. The Company currently has bank deposits with commercial banking institutions that exceed Federal Deposit Insurance Corporation insurance limits. |
Restricted Cash and Equivalents | Restricted Cash and Equivalents Restricted cash and equivalents includes cash and money market funds held by the Company’s wholly-owned captive insurance subsidiary, which are substantially restricted to securing outstanding claims losses. Further, restricted cash and equivalents includes cash proceeds received under the ABL Credit Facilities that are pledged to cash collateralize letters of credit previously issued under the retired revolving credit facilities, as well as cash account balances subject to deposit account control agreements that were sprung under the ABL Credit Facilities resulting in the majority of the Company’s cash accounts being classified as restricted. See Note 12 – “ Long-Term Debt – Asset Based Lending Facilities.” The restricted cash and equivalents balances at December 31, 2019 and 2018 were $113.7 million and $121.4 million, respectively. |
Restricted Investments in Marketable Securities | Restricted Investments in Marketable Securities Restricted investments in marketable securities primarily consist of fixed interest rate securities that are considered to be available-for-sale and accordingly are reported at fair value with unrealized gains and losses, net of related tax effects, included within accumulated other comprehensive income (loss), a separate component of stockholders’ deficit. Fair values for fixed interest rate securities are based on quoted market prices. A decline in the market value of any security below cost that is deemed other-than-temporary is charged to income, resulting in the establishment of a new cost basis for the security. Realized gains and losses for securities classified as available-for-sale are derived using the specific identification method for determining the cost of securities sold. The restricted investments in marketable securities balances at December 31, 2019 and 2018 were $136.9 million and $136.2 million, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the depreciable assets, which generally range from 20-35 years for buildings, building improvements and land improvements, and 3-15 years for equipment, furniture and fixtures. Depreciation expense on leasehold improvements is calculated using the straight-line method over the lesser of the lease term or the estimated useful life of the asset. Expenditures for maintenance and repairs necessary to maintain property and equipment in efficient operating condition are expensed as incurred. Costs of additions and improvements are capitalized. Total depreciation expense for the years ended December 31, 2019 and 2018 was $96.1 million and $210.0 million, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value, less costs to sell. See Note 19 – “ Asset Impairment Charges .” |
Goodwill and Identifiable Intangible Assets | Goodwill and Identifiable Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company tests goodwill on an annual basis and between annual tests if events occur or circumstances exist that would reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual goodwill impairment assessment for its reporting units as of September 30 of each year. The Company first assesses qualitative factors to determine whether it is necessary to perform quantitative goodwill impairment testing. If determined necessary, the Company applies the quantitative impairment test to identify and measure the amount of impairment, if any. Definite-lived intangible assets consist of management contracts, customer relationships and favorable leases. These assets are amortized in accordance with the authoritative guidance for intangible assets using the straight-line method over their estimated useful lives. These assets are tested for impairment consistent with the Company’s long-lived assets. Indefinite-lived intangible assets consist of trade names. The Company tests indefinite-lived intangible assets for impairment on an annual basis or more frequently if events occur or circumstances exist that would indicate that the carrying amount of the intangible asset may not be recoverable. See Note 11 – “ Goodwill and Identifiable Intangible Assets ” and Note 19 – “ Asset Impairment Charges .” |
Self-Insurance Reserves | Self-Insurance Reserves The Company provides for self-insurance reserves for both general and professional liability and workers’ compensation claims based on estimates of the ultimate costs for both reported claims and claims incurred but not reported. Estimated losses from asserted and incurred but not reported claims are accrued based on the Company’s estimates of the ultimate costs of the claims, which include costs associated with litigating or settling claims, and the relationship of past reported incidents to eventual claims payments. All relevant information, including the Company’s own historical experience, the nature and extent of existing asserted claims and reported incidents, and independent actuarial analyses of this information is used in estimating the expected amount of claims. The reserves for loss for workers’ compensation risks are discounted based on actuarial estimates of claim payment patterns whereas the reserves for general and professional liability are recorded on an undiscounted basis. The Company also considers amounts that may be recovered from excess insurance carriers in estimating the ultimate net liability for such risks. See Note 21 – “ Commitments and Contingencies – Loss Reserves For Certain Self-Insured Programs – General and Professional Liability and Workers’ Compensation .” |
Income Taxes | Income Taxes The Company’s effective tax rate is based on pretax income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. The Company accounts for income taxes in accordance with applicable guidance on accounting for income taxes, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between book and tax bases on recorded assets and liabilities. Accounting guidance also requires that deferred tax assets be reduced by a valuation allowance, when it is more likely than not that a tax benefit will not be realized. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. The Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. The Company evaluates, on a quarterly basis, its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are its forecast of pre-tax earnings, its forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. To the extent the Company prevails in matters for which reserves have been established, or is required to pay amounts in excess of its reserves, its effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would require use of cash and result in an increase in the effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in the Company’s effective tax rate in the year of resolution. The Company records accrued interest and penalties associated with uncertain tax positions as income tax expense in the consolidated statement of operations. |
Leases | Leases The Company adopted a new leasing standard, FASB ASC Topic 842, Leases (Topic 842), on January 1, 2019 and elected the option to apply the transition requirements thereof at the effective date with the effects of initially applying the new standard recognized as a cumulative-effect adjustment to accumulated deficit on the adoption date. Consequently, financial information has not been updated for periods prior to January 1, 2019 . See Recently Adopted Accounting Pronouncements below. The Company leases skilled nursing facilities and assisted/senior living facilities, as well as certain office space, land, and equipment. Under Topic 842, the Company evaluates at contract inception whether a lease exists and recognizes a lease liability and right-of-use (ROU) asset for all leases with a term greater than 12 months. Leases are classified as either finance or operating. While many of the Company’s facilities are subject to master lease agreements, leases are assessed, classified, and measured at the facility level. All lease liabilities are measured as the present value of the future lease payments using a discount rate, which is generally the Company’s incremental borrowing rate for collateralized borrowings. The future lease payments used to measure the lease liability include both fixed and variable payments that depend on a rate or index, as well as the exercise price of any options to purchase the underlying asset that have been deemed reasonably certain of being exercised. Future lease payments for optional renewal periods that are not reasonably certain of being exercised are excluded from the measurement of the lease liability. Regarding variable payments that depend on a rate or index, the lease liability is measured using the applicable rate or index as of lease commencement and is only remeasured under certain circumstances, such as a change in the lease term. Lease incentives serve to reduce the amount of future lease payments included in the measurement of the lease liability. For all leases, the ROU asset is initially derived from the measurement of the lease liability and adjusted for certain items, such as initial direct costs and lease incentives received. ROU assets are subject to impairment testing. Amortization of finance lease ROU assets, which is generally recognized on a straight-line basis over the lesser of the lease term and the estimated useful life of the asset, is included within depreciation and amortization expense in the consolidated statements of operations. Interest expense associated with finance lease liabilities is included within interest expense in the consolidated statements of operations. Operating lease expense is recognized on a straight-line basis over the lease term and included within lease expense in the consolidation statements of operations. The lease term is determined based on the date the Company acquires control of the leased premises through the end of the lease term. Optional renewals periods are not initially included in the lease term unless they are deemed to be reasonably certain of being exercised at lease commencement. For further discussion, see Note 10 – “Leases.” |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company follows the Financial Accounting Standards Board’s (FASB) authoritative guidance for the financial reporting of earnings (loss) per share. Earnings (loss) per share excludes dilution and is based upon the weighted average number of common shares outstanding during the respective periods. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or otherwise resulted in the issuance of common stock that then shared in the earnings of the Company. See Note 6 – “Earnings (Loss) Per Share .” |
Business Combinations | Business Combinations The Company’s acquisition strategy is to identify facilities for purchase or lease that are complementary to its current affiliated facilities, accretive to its business or otherwise advance its strategy. The results of all of the Company’s operating subsidiaries are included in the accompanying financial statements subsequent to the date of acquisition. Acquisitions are accounted for using the acquisition method of accounting and include leasing and other financing arrangements as well as cash transactions. Assets and liabilities of the acquired entities are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Given the time it takes to obtain pertinent information to finalize the acquired company’s balance sheet, the initial fair value might not be finalized up to one year after the date of acquisition. In developing estimates of fair values for long-lived assets, the Company utilizes a variety of factors including market data, cash flows, growth rates, and replacement costs. Determining the fair value for specifically identified intangible assets involves significant judgment, estimates and projections related to the valuation to be applied to intangible assets such as favorable leases, customer relationships, management contracts and trade names. The subjective nature of management’s assumptions increases the risk associated with estimates surrounding the projected performance of the acquired entity. In transactions where significant judgment or other assumptions could have a material impact on the conclusion, the Company may engage third party specialists to assist in the valuation of the acquired assets and liabilities. Additionally, as the Company amortizes definite-lived acquired intangible assets over time, the purchase accounting allocation directly impacts the amortization expense recorded on the financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB established Topic 842 by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The Company elected the option to apply the transition requirements in Topic 842 at the effective date of January 1, 2019 with the effects of initially applying Topic 842 recognized as a cumulative-effect adjustment to accumulated deficit in the period of adoption. Consequently, financial information has not been updated and the disclosures required under the new standard have not been provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The adoption of the new standard had a material effect on the Company’s financial statements. The most significant effects relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; (2) the derecognition of existing assets and liabilities for sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that historically did not qualify for sale accounting; and (3) providing significant new disclosures about its leasing activities. Upon adoption, the Company: · Recognized operating lease liabilities of $0.6 billion based on the present value of the remaining minimum rental payments as determined in accordance with Topic 842 for leases that had historically been accounted for as operating leases under the previous leasing standards. The Company recognized corresponding ROU assets of approximately $0.5 billion based on the operating lease liabilities, adjusted for existing straight-line lease liabilities, existing assets and liabilities related to favorable and unfavorable terms of operating leases previously recognized in respect of business combinations, and the impairment of the ROU assets. The resulting net impact of $0.1 billion associated with this change in accounting was recognized as an increase to opening accumulated deficit as of January 1, 2019. · Derecognized existing financing obligations of $2.7 billion and existing property and equipment of $1.7 billion. The Company recognized new operating lease liabilities and corresponding ROU assets of $1.9 billion on its balance sheet for the associated leases. The resulting net impact of $1.0 billion associated with this change in accounting was recognized as a reduction to opening accumulated deficit as of January 1, 2019. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. See Note 10 – “ Leases. ” In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits entities to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act (Tax Reform Act) on items within accumulated other comprehensive income (loss) to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income is not affected by this update. The Company adopted the new standard on January 1, 2019. The adoption of ASU 2018-02 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which simplifies the fair value measurement disclosure requirements. The Company adopted the new standard on January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which is intended to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets, such as available-for-sale debt securities. The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The standard has been further refined through subsequent releases by the FASB, including the extension of the effective date. As a smaller reporting company, the standard is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect that the standard will have on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which serves to remove or amend certain requirements associated with the accounting for income taxes. The standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures. |
Certain Significant Risks and_2
Certain Significant Risks and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Certain Significant Risks and Uncertainties | |
Schedule of revenue by major source (in thousands) | Year ended December 31, 2019 2018 Medicare 20 % 21 % Medicaid 58 % 57 % Insurance 12 % 12 % Private 7 % 8 % Other 3 % 2 % Total 100 % 100 % |
Net Revenues and Accounts Rec_2
Net Revenues and Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Revenues and Accounts Receivable | |
Schedule of revenues by revenue source | The composition of net revenues by payor type and operating segment for the years ended December 31, 2019 and 2018 are as follows (in thousands): Year ended December 31, 2019 Rehabilitation Inpatient Therapy Other Services Services Services Total Medicare $ 800,253 $ 90,811 $ — $ 891,064 Medicaid 2,313,479 2,144 — 2,315,623 Insurance 463,135 22,273 — 485,408 Private 310,022 296 — 310,318 Third party providers — 336,509 78,709 415,218 Other 69,143 10,513 68,547 148,203 Total net revenues $ 3,956,032 $ 462,546 $ 147,256 $ 4,565,834 Year ended December 31, 2018 Rehabilitation Inpatient Therapy Other Services Services Services Total Medicare $ 913,615 $ 89,514 $ — $ 1,003,129 Medicaid 2,461,228 2,096 — 2,463,324 Insurance 517,512 23,071 — 540,583 Private 339,680 438 — 340,118 Third party providers — 415,541 83,952 499,493 Other 64,838 17,254 47,911 130,003 Total net revenues $ 4,296,873 $ 547,914 $ 131,863 $ 4,976,650 (1) Includes Assisted/Senior living revenue of $93.1 million and $96.1 million for the years ended December 31, 2019 and 2018, respectively. Such amounts do not represent contracts with customers under Topic 606. (2) Primarily consists of revenue from Veteran Affairs and administration of third party facilities. (3) Includes net revenues from all payors generated by the other services, excluding third party providers. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings (Loss) Per Share | |
Schedule of reconciliation of the numerator and denominator used in the calculation of basic net income (loss) per common share | A reconciliation of the numerator and denominator used in the calculation of basic net income (loss) per common share follows (in thousands, except per share data): Year ended December 31, 2019 2018 Numerator: Net income (loss) $ 7,474 $ (372,417) Less: Net loss attributable to noncontrolling interests 7,145 137,186 Net income (loss) attributable to Genesis Healthcare, Inc. $ 14,619 $ (235,231) Denominator: Weighted-average shares outstanding for basic net income (loss) per share 107,286 101,007 Basic net income (loss) per common share attributable to Genesis Healthcare, Inc. $ 0.14 $ (2.33) |
Schedule of reconciliation of the numerator and denominator used in the calculation of diluted net loss per common share | A reconciliation of the numerator and denominator used in the calculation of diluted net income (loss) per common share follows (in thousands, except per share data): Year ended December 31, 2019 2018 Numerator: Net income (loss) $ 7,474 $ (372,417) Less: Net loss attributable to noncontrolling interests 7,145 137,186 Net income (loss) attributable to Genesis Healthcare, Inc. $ 14,619 $ (235,231) Plus: Assumed conversion of noncontrolling interests 1,868 — Net income (loss) available to common stockholders after assumed conversions $ 16,487 $ (235,231) Denominator: Weighted-average common shares outstanding 107,286 101,007 Plus: Assumed conversion of noncontrolling interests 57,074 — Plus: Unvested restricted stock units and stock warrants 954 — Adjusted weighted-average common shares outstanding, diluted 165,314 101,007 Diluted net income (loss) per common share attributable to Genesis Healthcare, Inc. $ 0.10 $ (2.33) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Summary of segmented revenues | A summary of the Company’s segmented revenues follows (in thousands, except percentages): Year ended December 31, 2019 2018 Increase / (Decrease) Revenue Revenue Revenue Revenue Dollars Percentage Dollars Percentage Dollars Percentage Revenues: Inpatient services: Skilled nursing facilities $ 3,857,793 84.4 % $ 4,195,596 84.3 % $ (337,803) (8.1) % Assisted/Senior living facilities 93,054 2.0 % 95,571 1.9 % (2,517) (2.6) % Administration of third party facilities 8,310 0.2 % 8,733 0.2 % (423) (4.8) % Elimination of administrative services (3,125) (0.1) % (3,027) — % (98) (3.2) % Inpatient services, net 3,956,032 86.5 % 4,296,873 86.4 % (340,841) (7.9) % Rehabilitation therapy services: Total therapy services 738,124 16.2 % 889,069 17.9 % (150,945) (17.0) % Elimination of intersegment rehabilitation therapy services (275,578) (6.0) % (341,155) (6.9) % 65,577 19.2 % Third party rehabilitation therapy services, net 462,546 10.2 % 547,914 11.0 % (85,368) (15.6) % Other services: Total other services 198,920 4.4 % 161,038 3.2 % 37,882 23.5 % Elimination of intersegment other services (51,664) (1.1) % (29,175) (0.6) % (22,489) (77.1) % Third party other services, net 147,256 3.3 % 131,863 2.6 % 15,393 11.7 % Net revenues $ 4,565,834 100.0 % $ 4,976,650 100.0 % $ (410,816) (8.3) % |
Summary of condensed consolidated statements of operations and Total assets | A summary of the Company’s condensed consolidated statement of operations follows (in thousands): Year ended December 31, 2019 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 3,959,157 $ 738,124 $ 198,676 $ 244 $ (330,367) $ 4,565,834 Salaries, wages and benefits 1,761,273 601,196 122,541 — — 2,485,010 Other operating expenses 1,599,549 44,088 62,104 — (330,894) 1,374,847 General and administrative costs — — — 144,471 — 144,471 Lease expense 382,897 1,297 1,463 1,406 — 387,063 Depreciation and amortization expense 99,529 12,230 720 10,775 (95) 123,159 Interest expense 83,887 55 35 97,831 (1,416) 180,392 Gain on early extinguishment of debt — — — (122) — (122) Investment income — — — (8,712) 1,416 (7,296) Other (income) loss (172,709) (926) 112 18 — (173,505) Transaction costs — — — 26,362 — 26,362 Long-lived asset impairments 16,937 — — — — 16,937 Equity in net loss (income) of unconsolidated affiliates — — — 4,091 (4,803) (712) Income (loss) before income tax expense 187,794 80,184 11,701 (275,876) 5,425 9,228 Income tax expense — — — 1,754 — 1,754 Net income (loss) $ 187,794 $ 80,184 $ 11,701 $ (277,630) $ 5,425 $ 7,474 Year ended December 31, 2018 Rehabilitation Inpatient Therapy Other Services Services Services Corporate Eliminations Consolidated Net revenues $ 4,299,900 $ 889,069 $ 160,913 $ 125 $ (373,357) $ 4,976,650 Salaries, wages and benefits 1,944,091 733,763 109,054 — — 2,786,908 Other operating expenses 1,740,537 51,590 61,110 — (373,357) 1,479,880 General and administrative costs — — — 149,182 — 149,182 Lease expense 127,323 — 1,289 1,247 — 129,859 Depreciation and amortization expense 193,930 12,779 684 13,503 — 220,896 Interest expense 367,562 55 36 96,085 — 463,738 Loss on early extinguishment of debt — — — 391 — 391 Investment income — — — (6,832) — (6,832) Other (income) loss (14,872) 1,942 78 (68) — (12,920) Transaction costs — — — 31,953 — 31,953 Long-lived asset impairments 104,997 — — — — 104,997 Goodwill and identifiable intangible asset impairments 3,538 — — — — 3,538 Equity in net (income) loss of unconsolidated affiliates — — — (1,608) 1,508 (100) (Loss) income before income tax benefit (167,206) 88,940 (11,338) (283,728) (1,508) (374,840) Income tax benefit — — — (2,423) — (2,423) Net (loss) income $ (167,206) $ 88,940 $ (11,338) $ (281,305) $ (1,508) $ (372,417) The following table presents the segment assets as of December 31, 2019 compared to December 31, 2018 (in thousands): December 31, 2019 December 31, 2018 Inpatient services $ 4,221,579 $ 3,735,778 Rehabilitation therapy services 281,978 329,687 Other services 49,877 36,240 Corporate and eliminations 108,706 161,918 Total assets $ 4,662,140 $ 4,263,623 |
Restricted Investments in Mar_2
Restricted Investments in Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Investments in Marketable Securities | |
Schedule of Restricted Investments in Marketable Securities | Restricted investments in marketable securities at December 31, 2019 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted investments in marketable securities: Mortgage/government backed securities $ 20,957 $ 90 $ (17) $ (7) $ 21,023 Corporate bonds 48,362 566 — (2) 48,926 Government bonds 66,734 286 (22) (5) 66,993 $ 136,053 $ 942 $ (39) $ (14) 136,942 Less: Current portion of restricted investments (31,855) Long-term restricted investments $ 105,087 Restricted investments in marketable securities at December 31, 2018 consist of the following (in thousands): Unrealized losses Amortized Unrealized Less than Greater than cost gains 12 months 12 months Fair value Restricted investments in marketable securities: Mortgage/government backed securities $ 11,945 $ 4 $ — $ (130) $ 11,819 Corporate bonds 56,199 49 (42) (387) 55,819 Government bonds 68,767 76 (2) (326) 68,515 $ 136,911 $ 129 $ (44) $ (843) 136,153 Less: Current portion of restricted investments (35,631) Long-term restricted investments $ 100,522 |
Schedule of Maturities of Restricted Investments in Marketable Securities | Restricted investments in marketable securities held at December 31, 2019 mature as follows (in thousands): Amortized Fair cost value Due in one year or less $ 46,681 $ 46,766 Due after 1 year through 5 years 86,372 87,165 Due after 5 years through 10 years — — Due after 10 years 3,000 3,011 $ 136,053 $ 136,942 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Land, buildings and improvements $ 1,004,447 $ 469,575 Finance lease land, buildings and improvements — 693,546 Financing obligation land, buildings and improvements — 2,274,211 Equipment, furniture and fixtures 386,248 417,684 Construction in progress 2,771 9,340 Gross property and equipment 1,393,466 3,864,356 Less: accumulated depreciation (431,361) (976,802) Net property and equipment $ 962,105 $ 2,887,554 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of operating lease liability maturities - ASC 842 | The maturity of total operating and finance lease obligations at December 31, 2019 is as follows (in thousands): Year ending December 31, Operating Leases Finance Leases (1) 2020 $ 382,926 $ 7,659 2021 386,440 7,468 2022 384,450 7,264 2023 382,649 7,032 2024 388,091 6,812 Thereafter 3,045,668 35,886 Total lease payments 4,970,224 72,121 Less interest (2,147,934) (29,947) Total lease obligations 2,822,290 42,174 Less current portion (140,887) (2,839) Long-term lease obligations $ 2,681,403 $ 39,335 (1) Finance lease payments include $37.2 million related to options to renew lease terms that are reasonably certain of being exercised. |
Schedule of finance lease liability maturities - ASC 842 | Year ending December 31, Operating Leases Finance Leases (1) 2020 $ 382,926 $ 7,659 2021 386,440 7,468 2022 384,450 7,264 2023 382,649 7,032 2024 388,091 6,812 Thereafter 3,045,668 35,886 Total lease payments 4,970,224 72,121 Less interest (2,147,934) (29,947) Total lease obligations 2,822,290 42,174 Less current portion (140,887) (2,839) Long-term lease obligations $ 2,681,403 $ 39,335 (1) Finance lease payments include $37.2 million related to options to renew lease terms that are reasonably certain of being exercised. |
Schedule of future minimum lease commitments under ASC 840 | The Company’s future minimum commitments under finance leases (formerly capital leases), financing obligations, and operating leases as of December 31, 2018 were as follows (in thousands): Year ending December 31, Finance Leases Financing Obligations Operating Leases 2019 $ 88,793 $ 237,335 $ 110,755 2020 89,397 242,052 109,391 2021 91,292 245,311 106,031 2022 93,281 242,214 84,003 2023 95,376 247,852 76,701 Thereafter 3,325,042 6,661,624 373,753 Total future minimum lease payments 3,783,181 7,876,388 $ 860,634 Less amount representing interest (2,813,068) (5,141,448) Total lease obligation 970,113 2,734,940 Less current portion (2,171) (2,001) Long-term obligation $ 967,942 $ 2,732,939 |
Schedule of leases | Year ended Lease Cost Classification December 31, 2019 Operating lease cost Lease expense $ 387,063 Finance lease cost: Amortization of finance lease right-of-use assets Depreciation and amortization expense 16,224 Interest on finance lease obligations Interest expense 50,162 Total finance lease expense 66,386 Variable lease cost Other operating expenses 37,841 Short-term leases Other operating expenses 24,297 Total lease cost $ 515,587 |
Schedule of quantitative information associated with operating and finance leases | Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term (years) Operating leases 12.6 Finance leases 10.2 Weighted-average discount rate Operating leases Finance leases The following table includes supplemental lease information for the year ended December 31, 2019 (in thousands): Year ended Other information December 31, 2019 Cash paid for amounts included in the measurement of lease obligations Operating cash flows from operating leases $ 364,334 Operating cash flows from finance leases 47,188 Financing cash flows from finance leases 2,645 Right-of-use assets obtained in exchange for new lease obligations Operating leases 96,718 Finance leases 1,160 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Identifiable Intangible Assets | |
Schedule of Changes in Carrying Value of Goodwill (in thousands) | The changes in the carrying value of goodwill are as follows (in thousands): Rehabilitation Therapy Services Other Services Consolidated Balance at December 31, 2018 Goodwill 73,814 11,828 85,642 Accumulated impairment losses — — — $ 73,814 $ 11,828 $ 85,642 Balance at December 31, 2019 Goodwill 73,814 11,828 85,642 Accumulated impairment losses — — — $ 73,814 $ 11,828 $ 85,642 |
Schedule of identifiable intangible assets (in thousands) | Identifiable intangible assets consist of the following at December 31, 2019 and 2018 (in thousands): December 31, 2019 Weighted Average Remaining Life (Years) Customer relationship assets, net of accumulated amortization of $76,243 $ 36,891 8 Trade names 50,555 Indefinite Identifiable intangible assets $ 87,446 December 31, 2018 Weighted Average Remaining Life (Years) Customer relationship assets, net of accumulated amortization of $65,756 $ 47,077 8 Favorable leases, net of accumulated amortization of $33,404 21,449 10 Trade names 50,556 Indefinite Identifiable intangible assets $ 119,082 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt. | |
Schedule of long-term debt | Long-term debt at December 31, 2019 and 2018 consisted of the following (in thousands): December 31, 2019 December 31, 2018 Asset based lending facilities, net of debt issuance costs of $8,615 and $11,335 at December 31, 2019 and December 31, 2018, respectively $ 412,346 $ 419,289 Term loan agreements, net of debt issuance costs of $1,084 and $1,851 and debt premium balance of $4,816 and $8,446 at December 31, 2019 and December 31, 2018, respectively 196,714 184,652 Real estate loans, net of debt issuance costs of $3,846 and $5,360 and debt premium balance of $19,328 and $28,992 at December 31, 2019 and December 31, 2018, respectively 265,700 307,690 HUD insured loans, net of debt issuance costs of $2,909 and $5,247 and debt premium balance of $0 and $860 at December 31, 2019 and December 31, 2018, respectively 117,117 181,762 Notes payable 116,952 81,398 Mortgages and other secured debt (recourse) 6,369 4,190 Mortgages and other secured debt (non-recourse), net of debt issuance costs of $9,349 and $187 and debt premium balance of $1,422 and $1,520 at December 31, 2019 and December 31, 2018, respectively 498,222 26,483 1,613,420 1,205,464 Less: Current installments of long-term debt (162,426) (122,531) Long-term debt $ 1,450,994 $ 1,082,933 |
Schedule of borrowings and interest rates under ABL Credit Facility | Borrowings and interest rates under the ABL Credit Facilities were as follows at December 31, 2019 (dollars in thousands): Weighted Average ABL Credit Facilities Commitment Borrowings Interest Term loan facility $ 285,000 $ 285,000 7.91 % Revolving credit facility (Non-HUD) 168,000 78,860 7.91 % Revolving credit facility (HUD) 72,000 27,101 7.91 % Delayed draw term loan facility 30,000 30,000 12.91 % $ 555,000 $ 420,961 8.26 % |
Schedule of maturity of total debt | The maturity of total debt of $1.6 billion, excluding debt issuance costs and other non-cash debt discounts and premiums, at December 31, 2019 is as follows (in thousands): Twelve months ended December 31, 2020 $ 162,482 2021 278,941 2022 346,155 2023 344,985 2024 11,171 Thereafter 469,923 Total debt maturity $ 1,613,657 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Schedule of Nonvested Share Activity | A summary of the Company’s non-vested restricted stock units as of and for the year ended December 31, 2019 is shown below (number of units in thousands): Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Non-vested balance at January 1, 2019 10,192 $ 1.89 Granted 4,778 1.30 Vested (3,375) 1.82 Forfeited (1,636) 1.24 Non-vested balance at December 31, 2019 9,959 $ 1.74 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of total income tax (benefit) expense by income category | Total income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2019 2018 Continuing operations $ 1,754 $ (2,423) Stockholder's deficit 346 (115) Total $ 2,100 $ (2,538) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes on income (loss) for the years ended December 31, 2019 and 2018 were as follows (in thousands): Year ended December 31, 2019 2018 Current: Federal $ 1,014 $ 1,064 State 28 (12) 1,042 1,052 Deferred: Federal 29 (521) State 683 (2,954) 712 (3,475) Total $ 1,754 $ (2,423) |
Schedule of Effective Income Tax Rate Reconciliation | Total income tax expense (benefit) for the periods presented was as follows (in thousands): Year ended December 31, 2019 2018 Computed “expected” expense (benefit) $ 1,939 $ (78,716) (Reduction) increase in income taxes resulting from: State and local income taxes, net of federal tax benefit 107 113 Income tax credits (2,088) (2,397) Non-controlling interest 4,038 28,366 Adjustment to deferred taxes, including credits and valuation allowance (2,977) 50,302 FIN 48 — (38) Other, net 735 (53) Total income tax expense (benefit) $ 1,754 $ (2,423) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 are presented below (in thousands): 2019 2018 Deferred tax assets: Investment in partnership $ 224,215 $ 195,095 Net operating loss carryforwards 133,611 121,111 Discounted unpaid loss reserve 2,156 3,567 General business credits 30,006 28,729 Total deferred tax assets 389,988 348,502 Valuation allowance (386,216) (342,635) Deferred tax assets, net of valuation allowance $ 3,772 $ 5,867 Deferred tax liabilities: Long-lived assets: intangible property (5,245) (6,281) Total deferred tax liabilities (5,245) (6,281) Net deferred tax liabilities $ (1,473) $ (414) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of unrecognized tax benefits follows (in thousands): Balance, December 31, 2017 $ 115 Reductions due to lapses of applicable statute of limitations (38) Balance, December 31, 2018 $ 77 Reductions due to lapses of applicable statute of limitations — Balance, December 31, 2019 $ 77 |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income | |
Summary of Net (Gain) Loss Recorded as Other Income | The following table summarizes those net gains (in thousands): Year ended December 31, 2019 2018 Gain on sale of owned assets (1) $ (90,723) $ — Loss recognized for exit costs associated with divestiture of operations (2) 12,997 21,459 Gain on lease termination or modification (3) (95,779) (34,379) Total other income $ (173,505) $ (12,920) (1) The Company sold 13 owned skilled nursing facilities and two assisted/senior living facilities in 2019. The gain represents sale proceeds in excess of the carrying value of the assets sold. The Company sold 22 skilled nursing facilities and one assisted/senior living facility in 2018. The sale price approximated the carrying value of those assets sold. (2) The Company divested operations of 44 facilities and 55 facilities in 2019 and 2018, respectively. Upon divestiture, the Company recognizes exit costs for uncollectible accounts receivable resulting from a sale, the write-off of inventory balances assumed by the new operator, and other costs associated with the transition of operations. (3) The Company has amended numerous lease agreements in 2019 and 2018 in conjunction with its efforts detailed in Note 4 – “ Significant Transactions and Events .” These transactions resulted in a combination of base rent reductions, annual escalator reductions, lease term extensions or reductions and facility terminations. Each lease amendment triggers a lease reassessment of the respective ROU asset and lease liability with an offsetting adjustment recorded to the consolidated statements of operations as other income or loss. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Assets Held for Sale | |
Schedule of major classes of assets and liabilities included as part of the disposal groups | The following table sets forth the major classes of assets and liabilities included as part of the disposal groups as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Current assets: Prepaid expenses $ 1,171 $ 3,375 Long-term assets: Property and equipment, net of accumulated depreciation of $2,201 and $3,640 at December 31, 2019 and December 31, 2018, respectively 16,306 16,087 Total assets $ 17,477 $ 19,462 Current liabilities: Current installments of long-term debt $ 368 $ 639 Long-term liabilities: Long-term debt 19,789 25,942 Total liabilities $ 20,157 $ 26,581 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Financial Instruments | |
Schedule of fair value of assets measured on a recurring basis | The tables below present the Company’s assets measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2019 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 12,097 $ 12,097 $ — $ — Restricted cash and equivalents 113,709 113,709 — — Restricted investments in marketable securities: Mortgage/government backed securities 21,023 — 21,023 — Corporate bonds 48,926 — 48,926 — Government bonds 66,993 45,903 21,090 — Total $ 262,748 $ 171,709 $ 91,039 $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable December 31, Identical Assets Observable Inputs Inputs Assets: 2018 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ 20,865 $ 20,865 $ — $ — Restricted cash and equivalents 121,411 121,411 — — Restricted investments in marketable securities: Mortgage/government backed securities 11,819 — 11,819 — Corporate bonds 55,819 — 55,819 — Government bonds 68,515 40,699 27,816 — Total $ 278,429 $ 182,975 $ 95,454 $ — |
Schedule of carrying amounts and estimated fair values of long-term debt, net of issuance costs and other non-cash debt discounts and premiums | December 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Asset based lending facilities $ 412,346 $ 412,346 $ 419,289 $ 419,289 Term loan agreements 196,714 196,714 184,652 184,652 Real estate loans 265,700 265,700 307,690 307,690 HUD insured loans 117,117 117,117 181,762 180,950 Notes payable 116,952 116,952 81,398 81,398 Mortgages and other secured debt (recourse) 6,369 6,369 4,190 4,190 Mortgages and other secured debt (non-recourse) 498,222 498,222 26,483 26,483 $ 1,613,420 $ 1,613,420 $ 1,205,464 $ 1,204,652 |
Schedule of hierarchy of nonfinancial assets measured at fair value on a nonrecurring basis | The following tables present the Company’s hierarchy for nonfinancial assets measured at fair value on a non-recurring basis (in thousands): Impairment Charges - Carrying Value Year ended December 31, 2019 December 31, 2019 Assets: Property and equipment, net $ 962,105 $ 10,696 Finance lease right-of-use assets, net 37,097 — Operating lease right-of-use assets 2,399,505 6,241 Intangible assets, net 87,446 — Goodwill 85,642 — Impairment Charges - Carrying Value Year ended December 31, 2018 December 31, 2018 Assets: Property and equipment, net $ 2,887,554 $ 104,997 Intangible assets, net 119,082 3,538 Goodwill 85,642 — |
General Information (Details)
General Information (Details) | 12 Months Ended | |
Dec. 31, 2019statefacility | Dec. 31, 2018 | |
Product Concentration Risk | ||
Concentration risk | ||
Concentration risk (as a percent) | 100.00% | 100.00% |
Rehabilitation therapy service | Product Concentration Risk | ||
Concentration risk | ||
Concentration risk (as a percent) | 10.20% | 11.00% |
Rehabilitation therapy service | Revenue | Product Concentration Risk | ||
Concentration risk | ||
Concentration risk (as a percent) | 10.00% | |
Inpatient Services | ||
Description of business | ||
Number of skilled nursing, assisted/senior living and behavioral health centers through which inpatient services are provided | 381 | |
Number of states with facilities | state | 26 | |
Inpatient Services | Product Concentration Risk | ||
Concentration risk | ||
Concentration risk (as a percent) | 86.50% | 86.40% |
Inpatient Services | Revenue | Product Concentration Risk | ||
Concentration risk | ||
Concentration risk (as a percent) | 87.00% | |
Skilled Nursing Facility | ||
Concentration risk | ||
Number of facilities leased from VIE in partnership | 33 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revenue recognition through Restricted Investments (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Investments in Marketable Securities | ||
Restricted cash and equivalents | $ 113.7 | $ 121.4 |
Restricted investments in marketable securities | $ 136.9 | $ 136.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - PP&E (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment | ||
Depreciation expense | $ 96.1 | $ 210 |
Buildings Building Improvements And Land Improvements [Member] | Minimum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 20 years | |
Buildings Building Improvements And Land Improvements [Member] | Maximum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 35 years | |
Equipment, furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 3 years | |
Equipment, furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Property and equipment, useful life | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - New accounting pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 |
Lease amendments | ||
Operating lease liability | $ 600,000 | $ 2,822,290 |
Operating lease right-of-use assets | 500,000 | $ 2,399,505 |
Increase in Accumulated Deficit | 100,000 | |
Net Financing Obligation Derecognized | 2,700,000 | |
Property and equipment derecognized from PP&E due to adoption of Topic 842 | 1,700,000 | |
New Operating Lease, Right-of-Use Asset | 1,900,000 | |
Decrease In Accumulated Deficit | $ 1,000 | |
ASU 2016-02 | ||
Lease amendments | ||
Practical expedients package adoption | true | |
New Accounting Pronouncement or Change in Accounting Principle, Prior Period Not Restated [true false] | true | |
New Operating Lease, Liability | $ 1,900 | |
New Operating Lease, Right-of-Use Asset | $ 1,900 | |
Use-of-hindsight practical expedient election | false | |
Land easement practical expedient election | false |
Certain Significant Risks and_3
Certain Significant Risks and Uncertainties - Revenue Sources (Details) - Government contracts - Inpatient Services | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Sources | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Medicare | ||
Revenue Sources | ||
Concentration Risk, Percentage | 20.00% | 21.00% |
Medicaid | ||
Revenue Sources | ||
Concentration Risk, Percentage | 58.00% | 57.00% |
Insurance | ||
Revenue Sources | ||
Concentration Risk, Percentage | 12.00% | 12.00% |
Private | ||
Revenue Sources | ||
Concentration Risk, Percentage | 7.00% | 8.00% |
Other | ||
Revenue Sources | ||
Concentration Risk, Percentage | 3.00% | 2.00% |
Revenue | Medicare and Medicaid | ||
Revenue Sources | ||
Concentration Risk, Percentage | 78.00% |
Certain Significant Risks and_4
Certain Significant Risks and Uncertainties - Concentration of Credit Risk (Details) - Credit Concentration Risk [Member] - Accounts Receivable - Rehabilitation Services $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)customer | |
Minimum | |
Concentration Risk | |
Number of distinct customers | 140 |
Group Of Largest Customers | |
Concentration Risk | |
Concentration risk (as a percent) | 8.00% |
Number of large customers comprising over 34% of the net outstanding contract receivables | 1 |
Number of former customers representing approximately 8% of gross outstanding contract receivables | 1 |
Contract receivables, net | $ | $ 7 |
Related Party Customer | |
Concentration Risk | |
Concentration risk (as a percent) | 34.00% |
Gross contract receivables | $ | $ 28.9 |
Significant Transactions and _2
Significant Transactions and Events - Next Partnership (Details) $ in Thousands | Sep. 12, 2019USD ($)facilityitem | Jan. 31, 2019USD ($)facilityitem | Mar. 31, 2020USD ($) | Dec. 31, 2019facility | Sep. 30, 2019USD ($)facility | Mar. 31, 2019facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018facility |
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 7 | |||||||
Annual rent | $ 387,063 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Number Of Facilities Divested Or Closed | facility | 44 | 55 | ||||||
Next Joint Venture | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Ownership interest in joint venture properties | 46.00% | |||||||
Payment for investment in joint venture | $ 16,000 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Payment for investment in joint venture | 16,000 | |||||||
Next Partnership | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Purchase price of facilities acquired | 252,500 | |||||||
Proceeds from sale of facilities | 79,000 | |||||||
Non-recourse debt | 165,700 | |||||||
Non-controlling interest | $ 18,500 | |||||||
Transaction costs | $ 5,300 | |||||||
Next Partnership | Skilled Nursing Facilities | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 7 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Number of facilities acquired | facility | 22 | |||||||
Number of facilities included in consolidation of VIE | facility | 15 | |||||||
Next Partnership | Land, Buildings and Improvements | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Property, plant and equipment, net, increase due to consolidation | $ 173,500 | |||||||
Vantage Point Partnership | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Annual rent credits | $ 30,300 | |||||||
Fixed price purchase option premium percentage | 10.00% | |||||||
Variable Interest Entity [Abstract] | ||||||||
Non-recourse debt | $ 306,100 | |||||||
Non-controlling interest | $ 8,500 | |||||||
Ownership interest | 30.00% | |||||||
Other Transaction costs | $ 11,000 | |||||||
Annual revenues | $ 84,100 | |||||||
Pre-tax net income (loss) | 2,600 | |||||||
Gain (loss) recognized in disposal group | $ 57,800 | |||||||
Vantage Point Partnership | Skilled Nursing Facilities | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 18 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Purchase price of facilities acquired | $ 339,200 | |||||||
Vantage Point Partnership | Land, Buildings and Improvements | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Purchase price of facilities acquired | $ 339,200 | |||||||
Property, plant and equipment, net, increase due to consolidation | $ 512,700 | |||||||
Vantage Point Partnership | Georgia New Jersey Virginia and Maryland | Skilled Nursing Facilities | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Purchase price of facilities acquired | $ 91,800 | |||||||
Vantage Point Partnership | Georgia New Jersey Virginia and Maryland | Skilled Nursing Facility | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 7 | |||||||
Vantage Point Partnership | Georgia New Jersey Virginia and Maryland | Assisted Or Senior Living Facility | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 1 | |||||||
Real estate loans | Vantage Point Partnership | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Number of facilities divested or closed subjected to loans | facility | 3 | |||||||
HUD insured loans | Vantage Point Partnership | ||||||||
Variable Interest Entity [Abstract] | ||||||||
Number of facilities divested or closed subjected to loans | facility | 2 | |||||||
Next Joint Venture | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Annual rent credits | $ 17,200 | |||||||
Number of years after the start of lease the fixed price purchase option becomes exercisable | 5 years | |||||||
Latest number of years after start of lease the fixed price purchase option may be exercised | 7 years | |||||||
Fixed price purchase option premium percentage | 10.00% | |||||||
Next Joint Venture | Vantage Point Partnership | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Payment for investment in joint venture | $ 37,500 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Payment for investment in joint venture | $ 37,500 | |||||||
Next master lease agreement | Skilled Nursing Facilities | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 19 | |||||||
Operating lease renewal term | 5 years | |||||||
Next master lease agreement | Next Joint Venture | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Annual Escalators (as a percent) | 2.00% | |||||||
Next master lease agreement | Vantage Point Partnership | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Term of operating lease | 15 years | |||||||
Number of renewal options | item | 2 | |||||||
Operating lease renewal term | 5 years | |||||||
Annual rent | $ 33,100 | |||||||
Annual Escalators (as a percent) | 2.00% | |||||||
Next master lease agreement | Next Joint Venture | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Term of operating lease | 15 years | |||||||
Number of renewal options | item | 2 | |||||||
Operating lease renewal term | 5 years | |||||||
Annual rent | $ 19,500 | |||||||
Welltower | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 15 | |||||||
Welltower | Vantage Point Partnership | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | item | 4 | |||||||
Second Spring Healthcare Investment | Vantage Point Partnership | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Number of facilities sold | facility | 14 | |||||||
Vantage Point Capital, LLC [Member] | ||||||||
Acquisitions, Lease Amendments and Terminations | ||||||||
Payment for investment in joint venture | $ 85,300 | |||||||
Variable Interest Entity [Abstract] | ||||||||
Investment in unconsolidated joint venture | 8,500 | |||||||
Loans and Leases Receivable, Related Parties | 76,800 | |||||||
Payment for investment in joint venture | $ 85,300 |
Significant Transactions and _3
Significant Transactions and Events - Divestiture of Non-Strategic Facilities (Details) | Jun. 01, 2019USD ($)item | Jan. 31, 2019facility | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)facility | Dec. 31, 2019USD ($)facility | Sep. 30, 2019USD ($)facilityitem | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | Sep. 30, 2018USD ($)facility | Jun. 30, 2018USD ($)agreementfacility | Mar. 31, 2018USD ($)facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | Dec. 31, 2017facility | Nov. 30, 2019USD ($) |
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 44 | 55 | ||||||||||||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 1,900,000 | |||||||||||||||
Write-off of finance lease ROU assets | $ 54,400,000 | |||||||||||||||
Write-off of operating lease liabilities | 33,300,000 | |||||||||||||||
Gain on partial lease termination | $ 95,779,000 | $ 34,379,000 | ||||||||||||||
Number Of Facilities Sold | facility | 7 | |||||||||||||||
Other Nonoperating Income (Expense) | 173,505,000 | 12,920,000 | ||||||||||||||
Increase in Operating lease obligations | (93,630,000) | |||||||||||||||
Divestiture exit costs | $ 1,900,000 | |||||||||||||||
Gain on early extinguishment of debt | $ 122,000 | $ (391,000) | ||||||||||||||
Losses recorded from leased facility divestiture | $ (2,000,000) | |||||||||||||||
Number of facilities sold to third party landlords | facility | 34 | |||||||||||||||
Number of lease agreements negotiated for extensions | agreement | 4 | |||||||||||||||
Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities presented as assets held for sale | facility | 8 | 8 | ||||||||||||||
Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Divestiture | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Gain (loss) recognized in disposal group | 400,000 | |||||||||||||||
Divestiture exit costs | $ 1,100,000 | |||||||||||||||
Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Number Of Facilities Sold | facility | 3 | |||||||||||||||
Annual revenues | 75,600,000 | |||||||||||||||
Pre-tax net income (loss) | 4,600,000 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 3,500,000 | |||||||||||||||
Annual rent credit | $ 300,000 | |||||||||||||||
Divestiture | Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Sales price | $ 2,200,000 | 2,200,000 | $ 2,200,000 | |||||||||||||
Repayments of loans | $ 1,900,000 | |||||||||||||||
Divestiture | Behavioral Health Center | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 11 | |||||||||||||||
Number of facilities closed | facility | 12 | |||||||||||||||
Annual rent credit granted on termination | $ 1,900,000 | |||||||||||||||
Disposed by sale | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 54 | |||||||||||||||
Number Of Facilities Sold | facility | 13 | 22 | ||||||||||||||
Maryland | Divestiture of real property and operations | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | item | 1 | |||||||||||||||
California | Divestiture of real and personal property | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual revenues | $ 10,400,000 | |||||||||||||||
Sales price | 11,500,000 | |||||||||||||||
Repayments of loans | $ 9,600,000 | |||||||||||||||
California | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | 5 | ||||||||||||||
Annual revenues | $ 53,000,000 | |||||||||||||||
Pre-tax net income (loss) | $ 100,000 | 1,600,000 | ||||||||||||||
Gain (loss) recognized in disposal group | $ 600,000 | 25,000,000 | ||||||||||||||
Sales price | 56,500,000 | |||||||||||||||
Repayments of loans | 41,800,000 | |||||||||||||||
Prepayment penalties and other closing costs at extinguishment | $ 2,400,000 | |||||||||||||||
California | Divestiture of real property and operations | Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
California | Lease termination | Behavioral Health Center | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Annual revenues | $ 3,100,000 | |||||||||||||||
Pre-tax net income (loss) | 300,000 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 100,000 | |||||||||||||||
Massachusetts Utah and Idaho | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 3 | |||||||||||||||
New Jersey | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Annual revenues | $ 19,000,000 | |||||||||||||||
Pre-tax net income (loss) | 1,200,000 | |||||||||||||||
Gain (loss) recognized in disposal group | 900,000 | |||||||||||||||
New Jersey | Divestiture of real property and operations | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | item | 2 | |||||||||||||||
New Jersey | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 1 | |||||||||||||||
Texas | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities presented as assets held for sale | facility | 7 | 7 | 7 | |||||||||||||
Gain on early extinguishment of debt | $ 2,600,000 | |||||||||||||||
Texas | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 23 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 3,400,000 | |||||||||||||||
Divestiture exit costs | $ 4,600,000 | |||||||||||||||
Number of owned facilities | facility | 22 | |||||||||||||||
Number Of Leased Facilities | $ 1 | |||||||||||||||
Cash proceeds | 89,400,000 | |||||||||||||||
Gain on early extinguishment of debt | $ 9,400,000 | |||||||||||||||
Texas | Disposed by sale | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 15 | |||||||||||||||
Number Of Facilities Sold | facility | 7 | 23 | ||||||||||||||
Texas | Assets held for sale | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 7 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 3,300,000 | |||||||||||||||
Sales price | 20,100,000 | $ 20,100,000 | $ 20,100,000 | |||||||||||||
Georgia, Idaho, Montana And Nevada | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual revenues | $ 36,800,000 | |||||||||||||||
Pre-tax net income (loss) | $ 3,100,000 | |||||||||||||||
Georgia, Idaho, Montana And Nevada | Divestiture | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 6 | |||||||||||||||
Georgia, Idaho, Montana And Nevada | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 5 | |||||||||||||||
Georgia, Idaho, Montana And Nevada | Divestiture | Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
California, Indiana, Maryland, Pennsylvania, Ohio, and Texas | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 6 | |||||||||||||||
Accelerated depreciation expense on property and equipment released at lease termination | $ 7,300,000 | |||||||||||||||
California, Indiana, Maryland, Pennsylvania, Ohio, and Texas | Divestiture | Skilled Nursing Facilities And Behavioral Health Clinic | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 7 | |||||||||||||||
Annual revenues | $ 71,700,000 | |||||||||||||||
Pre-tax net income (loss) | 9,700,000 | |||||||||||||||
Gain (loss) recognized in disposal group | 27,900,000 | |||||||||||||||
Annual rent credit | 600,000 | |||||||||||||||
Amount of capital lease and financing obligation net asset write-down | 44,500,000 | |||||||||||||||
Amount of capital lease obligation and financing obligation write-down | 77,000,000 | |||||||||||||||
Divestiture exit costs | $ 3,100,000 | |||||||||||||||
California, Kentucky, Massachusetts, New Jersey, and Pennsylvania | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Pre-tax net income (loss) | $ 23,800,000 | |||||||||||||||
California, Kentucky, Massachusetts, New Jersey, and Pennsylvania | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 19 | |||||||||||||||
Number of facilities closed | facility | 1 | |||||||||||||||
Annual revenues | $ 182,700,000 | |||||||||||||||
Gain (loss) recognized in disposal group | 22,500,000 | |||||||||||||||
Accelerated depreciation expense on property and equipment released at lease termination | 5,300,000 | |||||||||||||||
Amount of capital lease asset write-down due to divestiture | 16,800,000 | |||||||||||||||
Amount of net financing obligation asset write-down due to divestiture | 113,300,000 | |||||||||||||||
Amount of financing obligation write-down | 134,500,000 | |||||||||||||||
Divestiture exit costs | $ 8,400,000 | |||||||||||||||
California, Colorado, Connecticut And New Mexico | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Accelerated depreciation expense on property and equipment released at lease termination | $ 7,400,000 | |||||||||||||||
Gain (loss) on contract termination | 6,200,000 | |||||||||||||||
California, Colorado, Connecticut And New Mexico | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual rent credit | $ 6,700,000 | |||||||||||||||
California, Colorado, Connecticut And New Mexico | Sale and lease termination | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 13 | |||||||||||||||
New Jersey And Ohio | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual revenues | $ 90,200,000 | |||||||||||||||
Pre-tax net income (loss) | 6,000,000 | |||||||||||||||
Gain (loss) recognized in disposal group | 3,500,000 | |||||||||||||||
Ohio | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual revenues | 7,700,000 | |||||||||||||||
Pre-tax net income (loss) | 1,600,000 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 200,000 | |||||||||||||||
Ohio | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Ohio | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 9 | |||||||||||||||
Other income (loss) | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Gain on partial lease termination | $ 93,800,000 | |||||||||||||||
Gain (loss) on partial lease termination | $ 21,900,000 | |||||||||||||||
Other income (loss) | Disposed by sale | Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Gain (loss) recognized in disposal group | 34,800,000 | |||||||||||||||
Sabra Master Leases | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 4 | |||||||||||||||
Permanent and unconditional annual cash rent savings | $ 19,000,000 | |||||||||||||||
Sabra Master Leases | Sale and lease termination | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of states facilities sold located in | facility | 9 | |||||||||||||||
Sabra Master Leases | Lease termination | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Annual rent credit | $ 7,400,000 | |||||||||||||||
Sabra Master Leases | Lease termination | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Gain (Loss) on Write Off Of Lease Liabilities | 9,900,000 | |||||||||||||||
Sabra Master Leases | Florida And New Hampshire | Lease termination | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Accelerated depreciation expense on property and equipment released at lease termination | 9,600,000 | |||||||||||||||
Annual rent credit | $ 19,400,000 | |||||||||||||||
Sabra Master Leases | California, Kentucky, Massachusetts, New Jersey, and Pennsylvania | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 6 | |||||||||||||||
Sabra Master Leases | Kentucky, Ohio and Indiana | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 20 | |||||||||||||||
Sabra Master Leases | Other long-term liabilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Lease termination obligation | $ 34,100,000 | $ 34,100,000 | 34,100,000 | |||||||||||||
Welltower Master Lease | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities terminated from master lease agreement | facility | 30 | |||||||||||||||
Annual rent credit granted on termination | $ 25,900,000 | |||||||||||||||
Gain on partial lease termination | $ 48,300,000 | |||||||||||||||
Number Of Facilities Sold | facility | 15 | |||||||||||||||
Welltower Master Lease | Disposal Group Not Discontinued Operations Divestiture And Lease Termination | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Write-off of finance lease ROU assets | $ 11,700,000 | |||||||||||||||
Write-off of finance lease liabilities | 22,400,000 | |||||||||||||||
Write-off of operating lease ROU assets | 112,800,000 | |||||||||||||||
Write-off of operating lease liabilities | $ 150,400,000 | |||||||||||||||
Welltower Master Lease | Massachusetts | Disposed by sale | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 1 | |||||||||||||||
Annual revenues | $ 9,000,000 | |||||||||||||||
Pre-tax net income (loss) | 2,700,000 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 300,000 | |||||||||||||||
Welltower Master Lease | California, Indiana, Maryland, Pennsylvania, Ohio, and Texas | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 3 | |||||||||||||||
Welltower Master Lease | Connecticut | Disposal Group Not Discontinued Operations Divestiture And Lease Termination | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 2 | |||||||||||||||
Annual revenues | $ 24,700,000 | |||||||||||||||
Pre-tax net income (loss) | 2,900,000 | |||||||||||||||
Gain (loss) recognized in disposal group | $ 1,100,000 | |||||||||||||||
Welltower Master Lease | New Jersey And Ohio | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities divested or closed | facility | 9 | |||||||||||||||
Omega | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities terminated from master lease agreement | facility | 3 | |||||||||||||||
Annual rent credit granted on termination | $ 1,900,000 | |||||||||||||||
Write-off of finance lease ROU assets | 10,100,000 | |||||||||||||||
Write-off of finance lease liabilities | 16,800,000 | |||||||||||||||
Write-off of operating lease ROU assets | 164,600,000 | |||||||||||||||
Write-off of operating lease liabilities | 181,300,000 | |||||||||||||||
Gain on partial lease termination | $ 23,400,000 | |||||||||||||||
Omega | Divestiture of real property and operations | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities closed | facility | 3 | |||||||||||||||
Number of skilled nursing facilities leased to third party operator | facility | 4 | |||||||||||||||
Omega | New Mexico And Arizona | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Write-off of operating lease ROU assets | $ 10,600,000 | |||||||||||||||
Omega | New Mexico And Arizona | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 9 | |||||||||||||||
Omega | New Mexico And Arizona | Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities terminated from master lease agreement | facility | 1 | |||||||||||||||
Omega | New Mexico | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities acquired | item | 1 | |||||||||||||||
Number of beds in facilities | item | 80 | |||||||||||||||
Annual net revenue from acquired operations | $ 3,400,000 | |||||||||||||||
Second Spring Master Lease | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities terminated from master lease agreement | 14 | |||||||||||||||
Write-off of finance lease ROU assets | $ 5,900,000 | |||||||||||||||
Write-off of finance lease liabilities | 8,800,000 | |||||||||||||||
Write-off of operating lease ROU assets | 202,700,000 | |||||||||||||||
Write-off of operating lease liabilities | 205,400,000 | |||||||||||||||
Gain on partial lease termination | $ 26,900,000 | |||||||||||||||
Second Spring Master Lease | California, Kentucky, Massachusetts, New Jersey, and Pennsylvania | Divestiture | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 12 | |||||||||||||||
Second Spring And Sabra Master Lease [Member] | California, Indiana, Maryland, Pennsylvania, Ohio, and Texas | Divestiture | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities under lease | facility | 2 | |||||||||||||||
New Landlord Lease Agreement | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of lease renewal options | facility | 1 | |||||||||||||||
New Landlord Lease Agreement | California, Colorado, Connecticut And New Mexico | Skilled Nursing Facilities With Nine And Half Year Term | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 4 | |||||||||||||||
Initial lease term | 9 years 6 months | |||||||||||||||
Period of extension of the renewal term of the master lease | 5 years | |||||||||||||||
Initial annual rent | $ 3,400,000 | |||||||||||||||
New Landlord Lease Agreement | California, Colorado, Connecticut And New Mexico | Skilled Nursing Facilities With Ten Year Term | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 9 | |||||||||||||||
Initial lease term | 10 years | |||||||||||||||
Period of extension of the renewal term of the master lease | 5 years | |||||||||||||||
Initial annual rent | $ 3,300,000 | |||||||||||||||
Next master lease agreement | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities terminated from master lease agreement | facility | 6 | |||||||||||||||
Next master lease agreement | Skilled Nursing Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 19 | |||||||||||||||
Increase in operating ROU assets | $ 77,200,000 | |||||||||||||||
Extend term (in years) | 5 years | |||||||||||||||
Next master lease agreement | Lease termination | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Write-off of operating lease ROU assets | $ 4,900,000 | |||||||||||||||
Gain on partial lease termination | $ (4,900,000) | |||||||||||||||
Welltower | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 15 | |||||||||||||||
Welltower | Welltower Master Lease | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number of facilities subject to welltower master lease classified as operating leases | facility | 43 | |||||||||||||||
Sabra | Sabra Master Leases | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Undiscounted lease termination obligation | $ 41,000,000 | $ 41,000,000 | $ 41,000,000 | |||||||||||||
Lease termination obligation repayment period | 4 years | |||||||||||||||
Sabra | Sabra Master Leases | Sale and lease termination | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 1 | |||||||||||||||
Sabra | Sabra Master Leases | Sale and lease termination | Skilled Nursing Facilities And Assisted Senior Living Facilities | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Number Of Facilities Sold | facility | 21 | |||||||||||||||
Sabra | New Landlord Lease Agreement | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Initial lease term | 10 years | |||||||||||||||
Period of extension of the renewal term of the master lease | 5 years | |||||||||||||||
Note Payable Due April 30, 2020 [Member] | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Short-term note payable | $ 15,000,000 | |||||||||||||||
Note Payable Due April 30, 2020 [Member] | Omega | New Mexico And Arizona | ||||||||||||||||
Skilled Nursing Facility Divestitures | ||||||||||||||||
Short-term note payable | $ 15,000,000 | $ 15,000,000 |
Significant Transactions and _4
Significant Transactions and Events - Acquisitions (Details) $ in Millions | Nov. 01, 2018USD ($)facilityitem |
New Mexico And Arizona | |
Acquisitions | |
Number of facilities classified as capital leases | 4 |
Number of facilities classified as operating leases | 5 |
Capital lease assets and obligation | $ | $ 14.6 |
Omega | Skilled Nursing Facilities And Assisted Senior Living Facilities | New Mexico And Arizona | |
Acquisitions | |
Number of operations acquired | 9 |
Number of beds in facilities | item | 1,000 |
Annual net revenue from acquired operations | $ | $ 60 |
Omega | Skilled Nursing Facility | New Mexico | |
Acquisitions | |
Number of operations acquired | 8 |
Omega | Assisted Senior Living Facilities | Arizona | |
Acquisitions | |
Number of operations acquired | 1 |
Significant Transactions and _5
Significant Transactions and Events - Lease Amendments and Terminations (Details) | Dec. 31, 2019 |
FC-GEN Operations Investment, LLC | |
Business Acquisition [Line Items] | |
Ownership interest in combined entity (as a percent) | 66.10% |
Significant Transactions and _6
Significant Transactions and Events - Restructuring Transactions (Details) $ / shares in Units, $ in Millions | Apr. 01, 2018 | Mar. 31, 2018 | Feb. 21, 2018USD ($)$ / sharesshares | Jan. 01, 2018USD ($)lease | Dec. 31, 2019 | Dec. 31, 2018$ / shares | Mar. 06, 2018 | Dec. 31, 2017$ / shares |
Estimated reduction to annual cash fixed charges | $ 62 | |||||||
Estimated additional cash and borrowing availability | $ 70 | |||||||
Number of material master leases that did not amend financial covenants | lease | 2 | |||||||
Omnibus Agreement [Abstract] | ||||||||
Exercise price of warrant | $ / shares | $ 1.33 | $ 1 | ||||||
Welltower Master Lease Amendment | ||||||||
Lease Term and Discount Rate | ||||||||
Amount of reduction to annual base rent payment | $ 35 | |||||||
Percentage of Annual Escalators | 2.50% | 2.90% | 2.00% | |||||
Period of extension of initial term of master lease | 5 years | |||||||
Period of extension of the renewal term of the master lease | 5 years | |||||||
Incremental rent reset cap | $ 35 | |||||||
Welltower Inc | Omnibus Agreement | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Debt Instrument, Term | 10 years | |||||||
Amount of debt to be written off upon satisfying certain conditions | $ 50 | |||||||
Paid-in-kind interest rate | 2.00% | |||||||
Welltower and Omega Warrants | Omnibus Agreement | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Exercise price of warrant | $ / shares | $ 1.33 | |||||||
Minimum | Welltower and Omega Warrants | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Period from date of issuance that warrant may be exercised | 6 months | |||||||
Maximum | Term Loan Amendment | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Paid-in-kind interest rate | 5.00% | |||||||
Maximum | Omnibus Agreement | Term Loan Amendment | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Debt Instrument, Face Amount | $ 40 | |||||||
Maximum | Welltower Inc | Omnibus Agreement | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Amount of outstanding real estate bridge loans that may be converted into equity upon satisfying certain conditions | $ 50 | |||||||
Maximum | Welltower and Omega Warrants | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Period from date of issuance that warrant may be exercised | 5 years | |||||||
Class A Common Stock | Welltower Warrant | Omnibus Agreement | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Number of shares per warrant | shares | 900,000 | |||||||
Class A Common Stock | Omega Warrant | Omnibus Agreement | ||||||||
Omnibus Agreement [Abstract] | ||||||||
Number of shares per warrant | shares | 600,000 |
Net Revenues and Accounts Rec_3
Net Revenues and Accounts Receivable - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of revenue | ||
Total net revenues | $ 4,565,834 | $ 4,976,650 |
Inpatient Services | ||
Disaggregation of revenue | ||
Total net revenues | 3,956,032 | 4,296,873 |
Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Total net revenues | 462,546 | 547,914 |
Other Services | ||
Disaggregation of revenue | ||
Total net revenues | 147,256 | 131,863 |
Medicare | ||
Disaggregation of revenue | ||
Net revenues | 891,064 | 1,003,129 |
Medicare | Inpatient Services | ||
Disaggregation of revenue | ||
Net revenues | 800,253 | 913,615 |
Medicare | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 90,811 | 89,514 |
Medicaid | ||
Disaggregation of revenue | ||
Net revenues | 2,315,623 | 2,463,324 |
Medicaid | Inpatient Services | ||
Disaggregation of revenue | ||
Net revenues | 2,313,479 | 2,461,228 |
Medicaid | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 2,144 | 2,096 |
Insurance | ||
Disaggregation of revenue | ||
Net revenues | 485,408 | 540,583 |
Insurance | Inpatient Services | ||
Disaggregation of revenue | ||
Net revenues | 463,135 | 517,512 |
Insurance | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 22,273 | 23,071 |
Private | ||
Disaggregation of revenue | ||
Net revenues | 310,318 | 340,118 |
Private | Inpatient Services | ||
Disaggregation of revenue | ||
Net revenues | 339,680 | |
Net revenues | 310,022 | |
Private | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 296 | 438 |
Assisted living | Inpatient Services | ||
Disaggregation of revenue | ||
Total net revenues | 93,100 | 96,100 |
Third party providers | ||
Disaggregation of revenue | ||
Net revenues | 415,218 | 499,493 |
Third party providers | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 336,509 | 415,541 |
Third party providers | Other Services | ||
Disaggregation of revenue | ||
Net revenues | 78,709 | 83,952 |
Other | ||
Disaggregation of revenue | ||
Net revenues | 148,203 | 130,003 |
Other | Inpatient Services | ||
Disaggregation of revenue | ||
Net revenues | 69,143 | 64,838 |
Other | Rehabilitation therapy service | ||
Disaggregation of revenue | ||
Net revenues | 10,513 | 17,254 |
Other | Other Services | ||
Disaggregation of revenue | ||
Net revenues | $ 68,547 | $ 47,911 |
Earnings (Loss) Per Share - Gen
Earnings (Loss) Per Share - General Information (Details) | 12 Months Ended |
Dec. 31, 2019class | |
Income Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of classes of common stock | 3 |
Class C Common Stock | |
Income Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Voting ratio | 1 |
Number of classes of stock that share voting ratio | 2 |
Earnings (Loss) Per Share - Cal
Earnings (Loss) Per Share - Calculation of Basic net income (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 7,474 | $ (372,417) |
Less net loss attributable to noncontrolling interests | 7,145 | 137,186 |
Net income (loss) attributable to Genesis Healthcare, Inc. | $ 14,619 | $ (235,231) |
Denominator: | ||
Weighted-average shares outstanding for basic net income (loss) per share | 107,286 | 101,007 |
Basic net income (loss) per common share attributable to Genesis Healthcare, Inc. | $ 0.14 | $ (2.33) |
Earnings (Loss) Per Share - C_2
Earnings (Loss) Per Share - Calculation of diluted net income (loss) per common share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net income (loss) | $ 7,474 | $ (372,417) |
Less net loss attributable to noncontrolling interests | 7,145 | 137,186 |
Net loss attributable to Genesis Healthcare, Inc | 14,619 | (235,231) |
Plus: Assumed conversion of noncontrolling interests | 1,868 | |
Net loss attributable to Genesis Healthcare, Inc | $ 16,487 | $ (235,231) |
Denominator: | ||
Weighted-average common shares outstanding | 107,286 | 101,007 |
Plus: Assumed conversion of noncontrolling interests | 57,074 | |
Plus: Unvested restricted stock units and stock warrants | 954 | |
Adjusted weighted-average common shares outstanding, diluted | 165,314 | 101,007 |
Diluted net income (loss) per common share attributable to Genesis Healthcare, Inc. | $ 0.10 | $ (2.33) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Antidilutive Securities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of units attributed to the noncontrolling interests outstanding | 59,700,000 | |
Exercise price of warrant | $ 1.33 | $ 1 |
Assumed conversion of noncontrolling interests, unvested restricted stock units and stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 61,500,000 | |
Class A Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of shares that may be purchased under warrant | 600,000 | 900,000 |
Segment Information - Segment R
Segment Information - Segment Reporting (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information | ||
Number of Reportable Segments | segment | 3 | |
Net revenues | $ 4,565,834 | $ 4,976,650 |
Increase (Decrease) in Net Revenue From Prior Period | (410,816) | |
Salaries, wages and benefits | 2,485,010 | 2,786,908 |
Other operating expenses | 1,374,847 | 1,479,880 |
General and administrative costs | 144,471 | 149,182 |
Lease expense | 387,063 | |
Lease expense under Topic 840 | 129,859 | |
Depreciation and amortization expense | 123,159 | 220,896 |
Interest expense | 180,392 | 463,738 |
(Gain) loss on early extinguishment of debt | (122) | 391 |
Investment income | (7,296) | (6,832) |
Other income | (173,505) | (12,920) |
Transaction costs | 26,362 | 31,953 |
Long-lived asset impairments | 16,937 | 104,997 |
Goodwill and identifiable intangible asset impairments | 3,538 | |
Equity in net income of unconsolidated affiliates | (712) | (100) |
Income (loss) before income tax expense (benefit) | 9,228 | (374,840) |
Income tax expense (benefit) | 1,754 | (2,423) |
Net income (loss) | $ 7,474 | $ (372,417) |
Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (8.30%) | |
Inpatient Services | ||
Segment Reporting Information | ||
Net revenues | $ 3,956,032 | $ 4,296,873 |
Increase (Decrease) in Net Revenue From Prior Period | $ (340,841) | |
Inpatient Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 86.50% | 86.40% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (7.90%) | |
Inpatient Services | Product Concentration Risk | Revenue | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 87.00% | |
Inpatient Services | Skilled Nursing Facilities | ||
Segment Reporting Information | ||
Net revenues | $ 3,857,793 | |
Net revenues | $ 4,195,596 | |
Increase (Decrease) in Net Revenue From Prior Period | $ (337,803) | |
Inpatient Services | Skilled Nursing Facilities | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 84.40% | 84.30% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (8.10%) | |
Inpatient Services | Assisted Senior Living Facilities | ||
Segment Reporting Information | ||
Net revenues | $ 93,054 | |
Net revenues | $ 95,571 | |
Increase (Decrease) in Net Revenue From Prior Period | $ (2,517) | |
Inpatient Services | Assisted Senior Living Facilities | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 2.00% | 1.90% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (2.60%) | |
Inpatient Services | Administration of third party facilities | ||
Segment Reporting Information | ||
Net revenues | $ 8,310 | |
Net revenues | $ 8,733 | |
Increase (Decrease) in Net Revenue From Prior Period | $ (423) | |
Inpatient Services | Administration of third party facilities | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 0.20% | 0.20% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (4.80%) | |
Rehabilitation therapy service | ||
Segment Reporting Information | ||
Net revenues | $ 462,546 | $ 547,914 |
Increase (Decrease) in Net Revenue From Prior Period | $ (85,368) | |
Rehabilitation therapy service | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 10.20% | 11.00% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (15.60%) | |
Rehabilitation therapy service | Product Concentration Risk | Revenue | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 10.00% | |
Rehabilitation therapy service | Therapy Services | ||
Segment Reporting Information | ||
Net revenues | $ 738,124 | |
Net revenues | $ 889,069 | |
Increase (Decrease) in Net Revenue From Prior Period | $ (150,945) | |
Rehabilitation therapy service | Therapy Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 16.20% | 17.90% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (17.00%) | |
Other Services | ||
Segment Reporting Information | ||
Net revenues | $ 147,256 | $ 131,863 |
Increase (Decrease) in Net Revenue From Prior Period | $ 15,393 | |
Other Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 3.30% | 2.60% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 11.70% | |
Other Services | Other Services | ||
Segment Reporting Information | ||
Net revenues | $ 198,920 | |
Net revenues | $ 161,038 | |
Increase (Decrease) in Net Revenue From Prior Period | $ 37,882 | |
Other Services | Other Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | 4.40% | 3.20% |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 23.50% | |
Operating Segments | Inpatient Services | ||
Segment Reporting Information | ||
Net revenues | $ 3,959,157 | |
Net revenues | $ 4,299,900 | |
Salaries, wages and benefits | 1,761,273 | 1,944,091 |
Other operating expenses | 1,599,549 | 1,740,537 |
Lease expense | 382,897 | |
Lease expense under Topic 840 | 127,323 | |
Depreciation and amortization expense | 99,529 | 193,930 |
Interest expense | 83,887 | 367,562 |
Other income | (172,709) | (14,872) |
Long-lived asset impairments | 16,937 | 104,997 |
Goodwill and identifiable intangible asset impairments | 3,538 | |
Income (loss) before income tax expense (benefit) | 187,794 | (167,206) |
Net income (loss) | 187,794 | (167,206) |
Operating Segments | Rehabilitation therapy service | ||
Segment Reporting Information | ||
Net revenues | 738,124 | |
Net revenues | 889,069 | |
Salaries, wages and benefits | 601,196 | 733,763 |
Other operating expenses | 44,088 | 51,590 |
Lease expense | 1,297 | |
Depreciation and amortization expense | 12,230 | 12,779 |
Interest expense | 55 | 55 |
Other income | (926) | 1,942 |
Income (loss) before income tax expense (benefit) | 80,184 | 88,940 |
Net income (loss) | 80,184 | 88,940 |
Operating Segments | Other Services | ||
Segment Reporting Information | ||
Net revenues | 198,676 | |
Net revenues | 160,913 | |
Salaries, wages and benefits | 122,541 | 109,054 |
Other operating expenses | 62,104 | 61,110 |
Lease expense | 1,463 | |
Lease expense under Topic 840 | 1,289 | |
Depreciation and amortization expense | 720 | 684 |
Interest expense | 35 | 36 |
Other income | 112 | 78 |
Income (loss) before income tax expense (benefit) | 11,701 | (11,338) |
Net income (loss) | 11,701 | (11,338) |
Corporate, Non-Segment | ||
Segment Reporting Information | ||
Net revenues | 244 | |
Net revenues | 125 | |
General and administrative costs | 144,471 | 149,182 |
Lease expense | 1,406 | |
Lease expense under Topic 840 | 1,247 | |
Depreciation and amortization expense | 10,775 | 13,503 |
Interest expense | 97,831 | 96,085 |
(Gain) loss on early extinguishment of debt | (122) | 391 |
Investment income | (8,712) | (6,832) |
Other income | 18 | (68) |
Transaction costs | 26,362 | 31,953 |
Equity in net income of unconsolidated affiliates | 4,091 | (1,608) |
Income (loss) before income tax expense (benefit) | (275,876) | (283,728) |
Income tax expense (benefit) | 1,754 | (2,423) |
Net income (loss) | (277,630) | (281,305) |
Elimination | ||
Segment Reporting Information | ||
Net revenues | (330,367) | |
Net revenues | (373,357) | |
Other operating expenses | (330,894) | (373,357) |
Depreciation and amortization expense | (95) | |
Interest expense | (1,416) | |
Investment income | 1,416 | |
Equity in net income of unconsolidated affiliates | (4,803) | 1,508 |
Income (loss) before income tax expense (benefit) | 5,425 | (1,508) |
Net income (loss) | 5,425 | (1,508) |
Elimination | Inpatient Services | ||
Segment Reporting Information | ||
Net revenues | (3,125) | |
Net revenues | (3,027) | |
Increase (Decrease) in Net Revenue From Prior Period | $ (98) | |
Elimination | Inpatient Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | (0.10%) | |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (3.20%) | |
Elimination | Rehabilitation therapy service | ||
Segment Reporting Information | ||
Net revenues | $ (275,578) | |
Net revenues | $ (341,155) | |
Increase (Decrease) in Net Revenue From Prior Period | $ 65,577 | |
Elimination | Rehabilitation therapy service | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | (6.00%) | (6.90%) |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | 19.20% | |
Elimination | Other Services | ||
Segment Reporting Information | ||
Net revenues | $ (51,664) | |
Net revenues | $ (29,175) | |
Increase (Decrease) in Net Revenue From Prior Period | $ (22,489) | |
Elimination | Other Services | Product Concentration Risk | ||
Segment Reporting Information | ||
Concentration Risk, Percentage | (1.10%) | (0.60%) |
Increase (Decrease) in Net Revenue as Percent of Prior Period Revenue | (77.10%) |
Segment Information - Assets an
Segment Information - Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | $ 4,662,140 | $ 4,263,623 |
Corporate and Eliminations | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 108,706 | 161,918 |
Inpatient Services | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 4,221,579 | 3,735,778 |
Rehabilitation therapy service | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | 281,978 | 329,687 |
Other Services | ||
Segment Reporting, Asset Reconciling Item | ||
Segment total assets | $ 49,877 | $ 36,240 |
Restricted Investments in Mar_3
Restricted Investments in Marketable Securities - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 136,053 | $ 136,911 |
Unrealized gains | 942 | 129 |
Unrealized losses, less than 12 months | (39) | (44) |
Unrealized losses, greater than 12 months | (14) | (843) |
Total fair value | 136,942 | 136,153 |
Less: Current portion of restricted investments | (31,855) | (35,631) |
Long-term restricted investments | 105,087 | 100,522 |
Mortgage/Government Backed Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 20,957 | 11,945 |
Unrealized gains | 90 | 4 |
Unrealized losses, less than 12 months | (17) | |
Unrealized losses, greater than 12 months | (7) | (130) |
Total fair value | 21,023 | 11,819 |
Corporate Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 48,362 | 56,199 |
Unrealized gains | 566 | 49 |
Unrealized losses, less than 12 months | (42) | |
Unrealized losses, greater than 12 months | (2) | (387) |
Total fair value | 48,926 | 55,819 |
Government Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 66,734 | 68,767 |
Unrealized gains | 286 | 76 |
Unrealized losses, less than 12 months | (22) | (2) |
Unrealized losses, greater than 12 months | (5) | (326) |
Total fair value | $ 66,993 | $ 68,515 |
Restricted Investments in Mar_4
Restricted Investments in Marketable Securities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Proceeds from maturities of restricted investments | $ 69.2 | $ 65.7 |
Proceeds from sales of investments | 2 | $ 3.5 |
Restricted cash pledged as security | 0.7 | |
Restricted investments pledged as security, amortized cost | 136.1 | |
Market value of restricted investments pledged as security | 136.9 | |
Letter of Credit | ||
Letters of credit issued | $ 125 |
Restricted Investments in Mar_5
Restricted Investments in Marketable Securities - Maturities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Investments in Marketable Securities | ||
Maturity term of investment grade government and corporate debt securities | 5 years | |
Restricted investments amortized cost maturity | ||
Amortized cost, Due in one year or less | $ 46,681 | |
Amortized cost, Due after 1 year through 5 years | 86,372 | |
Amortized cost, Due after 10 years | 3,000 | |
Total amortized cost | 136,053 | $ 136,911 |
Restricted investments fair value maturity | ||
Fair value, Due in one year or less | 46,766 | |
Fair value, Due after 1 year through 5 years | 87,165 | |
Fair value, Due after 10 years | 3,011 | |
Total fair value | $ 136,942 | $ 136,153 |
Property and Equipment - Tabula
Property and Equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 1,393,466 | $ 3,864,356 |
Less accumulated depreciation | (431,361) | (976,802) |
Net property and equipment | 962,105 | 2,887,554 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,004,447 | 469,575 |
Finance lease land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 693,546 | |
Financing obligation land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 2,274,211 | |
Equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 386,248 | 417,684 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 2,771 | $ 9,340 |
Property and Equipment - Lease
Property and Equipment - Lease updates (Details) $ in Thousands | Sep. 12, 2019facility | Jan. 31, 2019USD ($)facility | Dec. 31, 2019USD ($)facility | Jun. 30, 2019facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment derecognized from PP&E due to adoption of Topic 842 | $ 1,700,000 | ||||||
Assets held for sale | |||||||
Number of facilities sold | facility | 7 | ||||||
Amount reclassified from property and equipment to assets held for sale | $ 36,900 | $ 36,900 | |||||
Other Asset Impairment Charges | $ 16,937 | $ 104,997 | |||||
California Divestitures | |||||||
Assets held for sale | |||||||
Number of facilities sold | facility | 7 | ||||||
Amount reclassified from property and equipment to assets held for sale | $ 16,300 | $ 16,300 | |||||
Skilled Nursing Facilities | |||||||
Assets held for sale | |||||||
Number of facilities presented as assets held for sale | facility | 8 | 8 | |||||
Number of facilities removed from the purchase and sale agreement | facility | 8 | ||||||
Property, plant and equipment, gross, period (Decrease) | $ 10,700 | ||||||
Skilled Nursing Facilities | California Divestitures | |||||||
Assets held for sale | |||||||
Number of facilities presented as assets held for sale | facility | 1 | 1 | |||||
Divestiture | Skilled Nursing Facilities | |||||||
Assets held for sale | |||||||
Number of facilities sold | facility | 3 | ||||||
Finance lease land, buildings and improvements | ASU 2016-02 | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net finance lease reclassified to ROU assets | 600,000 | ||||||
Improvements reclassified to Land, buildings and improvements | $ 12,700 | $ 12,700 | |||||
Financing obligation land, buildings and improvements | ASU 2016-02 | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment derecognized from PP&E due to adoption of Topic 842 | $ 1,700,000 | ||||||
Improvements reclassified to Land, buildings and improvements | 73,600 | 73,600 | |||||
Next Partnership | Skilled Nursing Facilities | |||||||
Assets held for sale | |||||||
Number of facilities sold | facility | 7 | ||||||
Next Partnership | Land, Buildings and Improvements | |||||||
Assets held for sale | |||||||
Property, plant and equipment, net, increase due to consolidation | $ 173,500 | ||||||
Vantage Point Partnership | |||||||
Assets held for sale | |||||||
Amount reclassified from property and equipment to assets held for sale | $ 29,400 | 29,400 | |||||
Vantage Point Partnership | Skilled Nursing Facilities | |||||||
Assets held for sale | |||||||
Number of facilities sold | facility | 18 | ||||||
Vantage Point Partnership | Land, Buildings and Improvements | |||||||
Assets held for sale | |||||||
Property, plant and equipment, net, increase due to consolidation | $ 512,700 |
Leases - General Information (D
Leases - General Information (Details) | 12 Months Ended |
Dec. 31, 2019item | |
Leases | |
Percentage of centers that are leased properties (as a percent) | 78.00% |
Percentage of centers under master lease agreements (as a percent) | 45.00% |
Number of landlords with master lease agreements | 4 |
Leases - Terms and Lease Transa
Leases - Terms and Lease Transactions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating leases | |
Lessee, Operating Lease, Existence of Option to Extend | true |
Lessee, Operating Lease, Existence of Option to Terminate | true |
Finance leases | |
Lessee, Finance Lease, Existence of Option to Extend | true |
Lessee, Finance Lease, Existence of Option to Terminate | true |
Reduction in ROU Assets | $ 117,127 |
Skilled Nursing Facilities | |
Finance leases | |
Reduction in ROU Assets | $ 6,200 |
Minimum | |
Operating leases | |
Term of operating lease | 10 years |
Operating lease renewal term | 5 years |
Finance leases | |
Term of finance lease | 10 years |
Finance lease renewal term (in years) | 5 years |
Maximum | |
Operating leases | |
Term of operating lease | 15 years |
Operating lease renewal term | 10 years |
Finance leases | |
Term of finance lease | 15 years |
Finance lease renewal term (in years) | 10 years |
Leases - Operating Leases - Mat
Leases - Operating Leases - Maturity - ASC 842 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturity of operating lease obligations | |
2020 | $ 382,926 |
2021 | 386,440 |
2022 | 384,450 |
2023 | 382,649 |
2024 | 388,091 |
Thereafter | 3,045,668 |
Total operating lease payments | $ 4,970,224 |
Leases - Operating Leases - Tot
Leases - Operating Leases - Total Lease Obligation - ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating leases | ||
Total operating lease payments | $ 4,970,224 | |
Less interest | (2,147,934) | |
Total operating lease obligations | 2,822,290 | $ 600,000 |
Less current portion | (140,887) | |
Long-term operating lease obligations | $ 2,681,403 |
Leases - Finance Leases - Matur
Leases - Finance Leases - Maturity - ASC 842 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturity of finance lease obligations | |
2020 | $ 7,659 |
2021 | 7,468 |
2022 | 7,264 |
2023 | 7,032 |
2024 | 6,812 |
Thereafter | 35,886 |
Total finance lease payments | $ 72,121 |
Leases - Finance Leases - Total
Leases - Finance Leases - Total Lease Obligation - ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finance leases | ||
Total finance lease payments | $ 72,121 | |
Less interest | (29,947) | |
Total finance lease obligations | 42,174 | |
Less current portion | (2,839) | |
Long-term finance lease obligations | $ 39,335 | $ 967,942 |
Leases - Finance Leases - Addit
Leases - Finance Leases - Additional Information - ASC 842 (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases | |
Portion of finance lease payments due related to options to extend lease terms | $ 37.2 |
Leases - Finance Leases - Mat_2
Leases - Finance Leases - Maturity - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital lease future minimum payments under ASC 840 | |
2020 | $ 88,793 |
2021 | 89,397 |
2022 | 91,292 |
2023 | 93,281 |
2024 | 95,376 |
Thereafter | 3,325,042 |
Total future minimum lease payments | 3,783,181 |
Less amount representing interest | (2,813,068) |
Capital lease obligation | $ 970,113 |
Leases - Finance Leases - Tot_2
Leases - Finance Leases - Total Lease Obligation - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Finance leases | |
Capital lease obligation | $ 970,113 |
Less current portion | (2,171) |
Finance lease obligations under Topic 840 | $ 967,942 |
Leases - Financing Obligations
Leases - Financing Obligations - Maturity - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Financing obligations under ASC 840 | |
2020 | $ 237,335 |
2021 | 242,052 |
2022 | 245,311 |
2023 | 242,214 |
2024 | 247,852 |
Thereafter | 6,661,624 |
Total future minimum lease payments | 7,876,388 |
Less amount representing interest | (5,141,448) |
Financing obligations | $ 2,734,940 |
Leases - Financing Obligation_2
Leases - Financing Obligations - Total Lease Obligation - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases | |
Financing obligations | $ 2,734,940 |
Less current portion | (2,001) |
Long-term financing obligations | $ 2,732,939 |
Leases - Operating Leases - M_2
Leases - Operating Leases - Maturity - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating leases future minimum payments under ASC 840 | |
2020 | $ 110,755 |
2021 | 109,391 |
2022 | 106,031 |
2023 | 84,003 |
2024 | 76,701 |
Thereafter | 373,753 |
Total future minimum lease payments | $ 860,634 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 387,063 |
Amortization of finance lease right-of-use assets | 16,224 |
Interest on finance lease liabilities | 50,162 |
Total finance lease expense | 66,386 |
Variable lease cost | 37,841 |
Short-term leases | 24,297 |
Total lease cost | $ 515,587 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Leases | |
Weighted-average remaining lease term - operating leases | 12 years 7 months 6 days |
Weighted-average remaining lease term - finance leases | 10 years 2 months 12 days |
Weighted-average discount rate - operating leases | 9.60% |
Weighted-average discount rate - finance leases | 12.20% |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Operating cash flows from operating leases | $ 364,334 |
Operating cash flows from finance leases | 47,188 |
Financing cash flows from finance leases | 2,645 |
Right-of-use assets obtained in exchange for new lease obligations, operating leases | 96,718 |
Right-of-use assets obtained in exchange for new lease obligations, finance leases | $ 1,160 |
Leases - Lease Covenants (Detai
Leases - Lease Covenants (Details) | 12 Months Ended |
Dec. 31, 2019agreementfacility | |
Leases | |
Number of leases with unmet financial covenants | agreement | 1 |
Number of facilities under leases with unmet financial covenants | facility | 2 |
Welltower - CBYW | |
Leases | |
Number of master lease agreements | agreement | 2 |
Number of facilities in the master lease agreement | facility | 28 |
Number of leases with unmet financial covenants | agreement | 1 |
Number of facilities under leases with unmet financial covenants | facility | 2 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets - Changes in carrying value of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill | $ 85,642 | $ 85,642 | |
Goodwill, net | 85,642 | 85,642 | |
Inpatient Services | |||
Goodwill [Line Items] | |||
Goodwill impairment charge | $ 351,500 | ||
Rehabilitation therapy service | |||
Goodwill [Line Items] | |||
Goodwill | 73,814 | 73,814 | |
Goodwill, net | 73,814 | 73,814 | |
Other Services | |||
Goodwill [Line Items] | |||
Goodwill | 11,828 | 11,828 | |
Goodwill, net | $ 11,828 | $ 11,828 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 87,446 | $ 119,082 |
Accumulated amortization on intangible assets | 76,243 | 99,160 |
Trade names | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Trade names | 50,555 | 50,556 |
Customer relationships, net | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 36,891 | 47,077 |
Accumulated amortization on intangible assets | $ 76,243 | $ 65,756 |
Weighted Average Remaining Life | 8 years | 8 years |
Favorable lease contracts, net | ||
Schedule of Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 21,449 | |
Accumulated amortization on intangible assets | $ 33,404 | |
Weighted Average Remaining Life | 10 years |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
2019 | $ 5.2 | |
2020 | 5.1 | |
2021 | 5 | |
2022 | 4.6 | |
2023 | 4.6 | |
Thereafter | 12.4 | |
Customer relationships, net | ||
Finite-Lived Intangible Assets | ||
Amortization expense | 10.5 | $ 10.5 |
Favorable lease contracts, net | ||
Finite-Lived Intangible Assets | ||
Amortization expense | 6.5 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
Impairment charges | $ 0 | $ 3.5 |
Long-Term Debt - General Inform
Long-Term Debt - General Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term debt | ||
Total long-term debt | $ 1,613,420 | $ 1,205,464 |
Current installments of long-term debt | (162,426) | (122,531) |
Long-term debt | 1,450,994 | 1,082,933 |
ABL Credit Facilities | ||
Long-term debt | ||
Total long-term debt | 412,346 | 419,289 |
Debt issuance costs | 8,615 | 11,335 |
Real estate loans | ||
Long-term debt | ||
Total long-term debt | 265,700 | 307,690 |
Debt issuance costs | 3,846 | 5,360 |
Debt premium | 19,328 | 28,992 |
HUD insured loans | ||
Long-term debt | ||
Total long-term debt | 117,117 | 181,762 |
Debt issuance costs | 2,909 | 5,247 |
Debt premium | 0 | 860 |
Welltower Notes | ||
Long-term debt | ||
Total long-term debt | 116,952 | 81,398 |
Mortgages and other secured debt (recourse) | ||
Long-term debt | ||
Total long-term debt | 6,369 | 4,190 |
Mortgages and other secured debt (non-recourse) | ||
Long-term debt | ||
Total long-term debt | 498,222 | 26,483 |
Debt issuance costs | 9,349 | 187 |
Debt premium | 1,422 | 1,520 |
New term loan agreement | ||
Long-term debt | ||
Total long-term debt | 196,714 | 184,652 |
Debt issuance costs | 1,084 | 1,851 |
Debt premium | $ 4,816 | $ 8,446 |
Long-Term Debt - New Asset Base
Long-Term Debt - New Asset Based Lending Facilities (Details) - USD ($) $ in Thousands | Jun. 05, 2019 | Mar. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Payment of first lien term loan facility | $ 4,630,664 | $ 4,548,815 | ||||||
Restricted Cash and Cash Equivalents | 113,700 | $ 121,400 | ||||||
ABL Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of days prior to maturity of various loan agreements that the maturity of the credit facilities may be accelerated | 90 days | |||||||
Restricted Cash and Cash Equivalents | 50,600 | |||||||
Borrowings | 420,961 | |||||||
Total borrowing base capacity | 436,500 | |||||||
Available borrowing capacity under the ABL Credit Facilities | $ 15,500 | |||||||
Term Loan And Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Termination fees, if loan repaid within next twelve months (as a percent) | 2.00% | |||||||
Termination fees, if loan repaid after year two (as a percent) | 1.50% | |||||||
First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument exit fees amount | $ 1,600 | |||||||
Borrowings | 285,000 | |||||||
First Lien Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument exit fees amount | 1,000 | |||||||
Revolving credit facility (Non-HUD) | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings | 78,860 | |||||||
HUD Tranche | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings | $ 27,101 | |||||||
Delayed Draw Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee rate (as percentage) | 2.00% | |||||||
Borrowings | $ 30,000 | |||||||
Delayed Draw Term Loan Facility | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note | $ 20,000 | $ 22,500 | $ 25,000 | $ 27,500 | ||||
New Asset Based Lending Facilities | ABL Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note | $ 555,000 | |||||||
Term of debt | 5 years | |||||||
New Asset Based Lending Facilities | First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note | $ 325,000 | |||||||
New Asset Based Lending Facilities | First Lien Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note | 200,000 | |||||||
New Asset Based Lending Facilities | Delayed Draw Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note | $ 30,000 | |||||||
New Asset Based Lending Facilities | 90-Day LIBOR | Term Loan And Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Floor rate (as a percent) | 0.50% | |||||||
Applicable margin | 6.00% | |||||||
New Asset Based Lending Facilities | 90-Day LIBOR | Delayed Draw Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Floor rate (as a percent) | 1.00% | |||||||
Applicable margin | 11.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee rate (as percentage) | 0.50% | |||||||
Borrowings | $ 421,000 | |||||||
Revolving Credit Facility | Long Term Debt Current | ABL Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings | 136,000 | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings | $ 125,000 | |||||||
Revolving Credit Facility Amendment | New Asset Based Lending Facilities | ABL Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings | $ 240,000 | |||||||
Revolving Credit Facility Amendment | New Asset Based Lending Facilities | First Lien Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Payment of first lien term loan facility | 40,000 | |||||||
Borrowings | 285,000 | |||||||
Revolving Credit Facility Amendment | New Asset Based Lending Facilities | Revolving credit facility (Non-HUD) | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in aggregate revolving credit facility | $ 40,000 |
Long-Term Debt - New Asset Ba_2
Long-Term Debt - New Asset Based Lending Facilities - Borrowings and Interest Rates (Details) $ in Thousands | Dec. 31, 2019USD ($) |
ABL Credit Facilities | |
Debt Instrument [Line Items] | |
Commitment | $ 555,000 |
Borrowings | $ 420,961 |
Weighted Average Interest | 8.26% |
First Lien Term Loan Facility | |
Debt Instrument [Line Items] | |
Commitment | $ 285,000 |
Borrowings | $ 285,000 |
Weighted Average Interest | 7.91% |
Revolving credit facility (Non-HUD) | |
Debt Instrument [Line Items] | |
Commitment | $ 168,000 |
Borrowings | $ 78,860 |
Weighted Average Interest | 7.91% |
HUD Tranche | |
Debt Instrument [Line Items] | |
Commitment | $ 72,000 |
Borrowings | $ 27,101 |
Weighted Average Interest | 7.91% |
Delayed Draw Term Loan Facility | |
Debt Instrument [Line Items] | |
Commitment | $ 30,000 |
Borrowings | $ 30,000 |
Weighted Average Interest | 12.91% |
Long-Term Debt - Term Loan Agre
Long-Term Debt - Term Loan Agreement (Details) - USD ($) $ in Millions | Jan. 01, 2021 | Dec. 31, 2019 | May 09, 2019 | Dec. 31, 2018 | Mar. 06, 2018 | Mar. 05, 2018 |
Term Loans and 2018 Term Loan | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Outstanding principal balance under term loan facility | $ 193 | $ 178.1 | ||||
2018 Term Loan | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Fixed interest rate | 14.00% | |||||
2018 Term Loan | Maximum | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Paid-in-kind interest rate | 9.00% | |||||
Term Loan Amendment | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Additional Term Loan | $ 40 | |||||
Fixed interest rate | 10.00% | |||||
Term Loan Amendment | Term Loan Amendment | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Aggregate principal amount | $ 160 | |||||
Term Loan Amendment | Maximum | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Paid-in-kind interest rate | 5.00% | |||||
New Term Loan Facility [Member] | Minimum | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Leverage ratio | 1.00% | 1.00% | ||||
New Term Loan Facility [Member] | Maximum | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Leverage ratio | 1.70% | |||||
New Term Loan Facility [Member] | Forecast | Minimum | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Leverage ratio | 1.80% | |||||
Affiliate Of Welltower Inc And Affiliate Of Omega Healthcare Investors Inc | Term Loan | ||||||
Term Loan Facility and New Term Loan Agreement | ||||||
Aggregate principal amount | $ 120 |
Long-Term Debt - Real Estate Lo
Long-Term Debt - Real Estate Loans (Details) $ in Millions | May 01, 2019USD ($)item | Nov. 08, 2018USD ($)loan | Apr. 01, 2018USD ($) | Mar. 30, 2018USD ($)facilityloan | Sep. 30, 2019USD ($)item | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | Feb. 15, 2018 |
Long-term debt | ||||||||
Number of facilities divested or closed | facility | 44 | 55 | ||||||
Mid Cap Real Estate Loans | ||||||||
Long-term debt | ||||||||
Number of real estate loans | loan | 1 | 2 | ||||||
Additional borrowings | $ 10 | |||||||
Aggregate principal amount | $ 75 | $ 42.2 | $ 83 | |||||
Term of debt | 5 years | |||||||
Number of facilities pledged | facility | 12 | |||||||
Repayments of Debt | $ 27.7 | $ 12.1 | ||||||
Mid Cap Real Estate Loans | 30-day LIBOR | ||||||||
Long-term debt | ||||||||
Floor rate (as a percent) | 2.00% | 1.50% | ||||||
Applicable margin | 6.25% | 5.85% | ||||||
Mid Cap Real Estate Loan One [Member] | 30-day LIBOR | ||||||||
Long-term debt | ||||||||
Aggregate principal amount | $ 208 | $ 201.1 | ||||||
Welltower Real Estate Loans | Welltower Real Estate Loan Amendments | ||||||||
Long-term debt | ||||||||
Term of debt | 10 years | |||||||
Fixed interest rate | 12.00% | |||||||
Cash interest rate | 7.00% | |||||||
Paid-in-kind interest rate | 5.00% | |||||||
Amount of increase to cash component of interest payments | $ 2 | |||||||
Repayment required for conversion option, condition | $ 105 | |||||||
Outstanding principal balance | $ 50 | |||||||
Welltower Real Estate Loans | Welltower Real Estate Loan Amendments | Minimum | ||||||||
Long-term debt | ||||||||
Amount that must be repaid by date certain to maintain the decreased cash pay interest rate | $ 105 | |||||||
Welltower Real Estate Loans | Welltower Real Estate Loan Amendments | Maximum | ||||||||
Long-term debt | ||||||||
Paid-in-kind interest rate | 2.00% | |||||||
Debt conversion option | $ 50 | |||||||
California | Mid Cap Real Estate Loans | Divestiture of real property and operations | ||||||||
Long-term debt | ||||||||
Number of facilities divested or closed | item | 3 | |||||||
California | Welltower Real Estate Loans | Divestiture of real property and operations | ||||||||
Long-term debt | ||||||||
Number of facilities divested or closed | item | 5 | |||||||
New Jersey | Divestiture of real property and operations | ||||||||
Long-term debt | ||||||||
Number of facilities divested or closed | item | 2 | |||||||
Maryland | Divestiture of real property and operations | ||||||||
Long-term debt | ||||||||
Number of facilities divested or closed | item | 1 |
Long-Term Debt - HUD Insured Lo
Long-Term Debt - HUD Insured Loans (Details) $ in Thousands | Feb. 26, 2020facility | Feb. 02, 2015 | Dec. 31, 2019USD ($)facility | Dec. 31, 2019USD ($)facility | Sep. 30, 2019facilityitem | Jun. 30, 2019facility | Dec. 31, 2018USD ($)facility | Dec. 31, 2019USD ($)facilityloan | Dec. 31, 2018USD ($)facility |
Long-term debt | |||||||||
Number of facilities divested or closed | 44 | 55 | |||||||
Debt instrument retired | $ | $ 199,626 | $ 544,077 | |||||||
Number Of Facilities Sold | 7 | ||||||||
Assisted Senior Living Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 1 | ||||||||
Assets held for sale | |||||||||
Long-term debt | |||||||||
Number Of Facilities Classified As Held For Sale | 1 | 1 | 7 | 1 | 7 | ||||
Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Classified As Held For Sale | 7 | 7 | |||||||
Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 11 | ||||||||
HUD insured loans | |||||||||
Long-term debt | |||||||||
Aggregate principal amount | $ | $ 41,700 | $ 41,700 | $ 41,700 | ||||||
Term of debt | 35 years | ||||||||
Debt instrument average remaining term (in years) | 29 years | ||||||||
Fixed interest rate | 3.15% | 3.15% | 3.15% | ||||||
Weighted Average Interest | 3.30% | 3.30% | 3.30% | ||||||
Debt instrument period in which prepayment is not allowed (in months) | 12 months | ||||||||
Prepayment penalty (as a percentage) | 10.00% | ||||||||
Decrease in prepayment penalty (as a percentage) | 1.00% | ||||||||
HUD insured loans | Minimum | |||||||||
Long-term debt | |||||||||
Term of debt | 30 years | ||||||||
Fixed interest rate | 3.00% | 3.00% | 3.00% | ||||||
HUD insured loans | Maximum | |||||||||
Long-term debt | |||||||||
Term of debt | 35 years | ||||||||
Fixed interest rate | 3.50% | 3.50% | 3.50% | ||||||
HUD insured loans | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Aggregate principal amount | $ | $ 140,600 | $ 140,600 | $ 210,000 | $ 140,600 | $ 210,000 | ||||
HUD insured loans | Prepaid Expenses and Other Current Assets | |||||||||
Long-term debt | |||||||||
Escrow reserve funds | $ | 11,700 | 11,700 | 11,700 | ||||||
HUD insured loans | Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Principal balance outstanding | $ | $ 20,200 | $ 20,200 | 20,200 | ||||||
HUD insured loans | Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Principal balance outstanding | $ | $ 26,600 | 26,600 | |||||||
Net debt issuance costs, debt premiums and escrow reserve funds | $ | $ 1,100 | $ 3,400 | |||||||
California | Assets held for sale | |||||||||
Long-term debt | |||||||||
Number Of Facilities Classified As Held For Sale | 1 | 1 | 1 | ||||||
California | Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Classified As Held For Sale | 7 | 7 | 7 | ||||||
California | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 1 | 5 | |||||||
California | Divestiture of real property and operations | Assisted Senior Living Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 1 | ||||||||
California | HUD insured loans | Skilled Nursing Facilities | Subsequent Events | |||||||||
Long-term debt | |||||||||
Number Of Facilities Sold | 1 | ||||||||
California | HUD insured loans | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 3 | ||||||||
Debt instrument retired | $ | $ 23,800 | ||||||||
California | HUD insured loans | Divestiture of real property and operations | Assisted Senior Living Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 1 | ||||||||
New Jersey | Divestiture of real property and operations | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | item | 2 | ||||||||
New Jersey | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Sold | 1 | ||||||||
New Virgina Member | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Sold | 1 | ||||||||
New Jersey And Virginia Member | HUD insured loans | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Debt instrument retired | $ | $ 18,400 | ||||||||
Texas | Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number of facilities divested or closed | 7 | ||||||||
Number Of Facilities Classified As Held For Sale | 23 | 23 | |||||||
Texas | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Sold | 23 | ||||||||
Texas | HUD insured loans | Assets held for sale | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Number Of Facilities Classified As Held For Sale | 3 | 3 | |||||||
Texas | HUD insured loans | Divestiture of real property and operations | Skilled Nursing Facilities | |||||||||
Long-term debt | |||||||||
Debt instrument retired | $ | $ 23,400 | ||||||||
Number Of Facilities Sold | 3 | ||||||||
Skilled Nursing Facility | HUD insured loans | |||||||||
Long-term debt | |||||||||
Number of debt instruments insured by HUD | loan | 16 |
Long-Term Debt - Notes Payable
Long-Term Debt - Notes Payable (Details) - USD ($) $ in Millions | Feb. 01, 2017 | Dec. 23, 2016 | Dec. 31, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Dec. 31, 2018 | Jan. 17, 2018 | Nov. 01, 2016 |
Short-term notes payable | ||||||||
Long-term debt | ||||||||
Debt converted | $ 19.6 | |||||||
Fixed interest rate | 5.75% | |||||||
Note outstanding balance | $ 7.8 | |||||||
Welltower note payable due October 30, 2020 | ||||||||
Long-term debt | ||||||||
Principal balance outstanding | $ 51.2 | |||||||
Cash interest rate | 3.00% | |||||||
Paid-in-kind interest rate | 7.00% | |||||||
Welltower Notes Due December 2021 | ||||||||
Long-term debt | ||||||||
Notes Issued | $ 11.7 | |||||||
Note Payable Due December 15 2021 | ||||||||
Long-term debt | ||||||||
Principal balance outstanding | $ 14.6 | 13.6 | ||||||
Cash interest rate | 3.00% | |||||||
Paid-in-kind interest rate | 7.00% | |||||||
Note Payable Due September 30, 2022 | Short-term notes payable | ||||||||
Long-term debt | ||||||||
Fixed interest rate | 3.50% | |||||||
Trade Payable Converted Amount | $ 23.2 | |||||||
Note Payable Due April 30, 2020 [Member] | ||||||||
Long-term debt | ||||||||
Notes Payable, Current | $ 15 | |||||||
Welltower Inc | Welltower Notes | ||||||||
Long-term debt | ||||||||
Loan forgiven on conditions | 6 | |||||||
Welltower Inc | Welltower note payable due October 30, 2020 | ||||||||
Long-term debt | ||||||||
Principal balance outstanding | $ 64.2 | $ 60 |
Long-Term Debt - Other (Details
Long-Term Debt - Other (Details) $ in Millions | Jan. 10, 2020USD ($) | Dec. 31, 2019USD ($)loan | Sep. 12, 2019USD ($) | Jan. 31, 2019USD ($) | Nov. 08, 2018USD ($) |
Mortgages and other secured debt (recourse) | |||||
Long-term debt | |||||
Weighted Average Interest | 1.50% | ||||
Amount of debt refinanced | $ 10 | ||||
Mortgages and other secured debt (non-recourse) | |||||
Long-term debt | |||||
Weighted Average Interest | 7.20% | ||||
Debt premium available to offset non-recourse loans | $ 1.4 | ||||
Number of debt instruments with a debt premium | loan | 1 | ||||
Next Partnership | |||||
Long-term debt | |||||
Non-recourse debt | $ 165.7 | ||||
Number Of H U D insured Loans Used For Refinancing | loan | 3 | ||||
Repayments of Debt | $ 38.7 | ||||
Principal balance outstanding | $ 103.4 | ||||
Next Partnership | Three-year term loan | |||||
Long-term debt | |||||
Term of debt | 3 years | ||||
Non-recourse debt | $ 142.1 | ||||
Next Partnership | 10-year mezzanine loan | |||||
Long-term debt | |||||
Term of debt | 10 years | ||||
Non-recourse debt | $ 27 | ||||
Vantage Point Partnership | |||||
Long-term debt | |||||
Non-recourse debt | $ 306.1 | ||||
Vantage Point Partnership | Seven Year Term Loan Member | |||||
Long-term debt | |||||
Aggregate principal amount | $ 240.9 | ||||
Term of debt | 7 years | ||||
Proceeds from Short-term Debt | $ 7.3 | $ 233.6 | |||
Promissory note | 240.9 | ||||
Vantage Point Partnership | Short-term notes payable | |||||
Long-term debt | |||||
Aggregate principal amount | 76.8 | ||||
Promissory note | 76.8 | ||||
Prepaid Expenses and Other Current Assets | Mortgages and other secured debt (non-recourse) | |||||
Long-term debt | |||||
Escrow reserve funds | $ 3.9 |
Long-Term Debt - Debt Covenants
Long-Term Debt - Debt Covenants (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Twelve months ended December 31, | |
2020 | $ 162,482 |
2021 | 278,941 |
2022 | 346,155 |
2023 | 344,985 |
2024 | 11,171 |
Thereafter | 469,923 |
Total long-term debt | $ 1,613,657 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock | ||
Maximum number of shares from all classes combined, authorized | 1,200,000,000 | |
Preferred stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued (in shares) | 0 | 0 |
Class A Common Stock | ||
Class of Stock | ||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 107,888,854 | 101,235,935 |
Class B Common Stock | ||
Class of Stock | ||
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 744,396 | 744,396 |
Class C Common Stock | ||
Class of Stock | ||
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 56,172,193 | 59,700,801 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - 2015 Plan | 12 Months Ended |
Dec. 31, 2019shares | |
Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares authorized (in shares) | 24,400,000 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting period | 3 years |
Restricted Stock Units (RSUs) | Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of common stock shares per RSU or PSU vested | 1 |
Stock-Based Compensation - Nonv
Stock-Based Compensation - Nonvested Units Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock Units (RSUs) | ||
Number of Units | ||
Non-vested beginning balance | 10,192 | |
Granted | 4,778 | |
Vested | (3,375) | |
Forfeited | (1,636) | |
Non-vested ending balance | 9,959 | 10,192 |
Weighted-Average Grant Date Fair Value | ||
Non-vested beginning balance | $ 1.89 | |
Granted | 1.30 | $ 2.43 |
Vested | 1.82 | |
Forfeited | 1.24 | |
Non-vested ending balance | $ 1.74 | $ 1.89 |
Unrecognized compensation costs | $ 12.3 | |
Weighted average term expected to recognize stock-based compensation expense not yet recognized | 1 year 7 months 6 days | |
Fair value of shares vested | $ 4.4 | $ 5.8 |
Share-based Payment Arrangement, Expense, Tax Benefit | 4.4 | 4.8 |
Restricted Stock Units (RSUs) | General and Administrative Expense | ||
Weighted-Average Grant Date Fair Value | ||
Compensation expense | $ 7.3 | $ 8.8 |
Class A Common Stock | 2015 Plan | ||
Weighted-Average Grant Date Fair Value | ||
Shares available for grant (in shares) | 5,300 |
Income Taxes - Total Tax Provis
Income Taxes - Total Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total income tax (benefit) expense | ||
Income tax expense (benefit) | $ 1,754 | $ (2,423) |
Stockholder's deficit | 346 | (115) |
Total | $ 2,100 | $ (2,538) |
FC-GEN Operations Investment, LLC | ||
Ownership interest | 66.10% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of provision for income taxes | ||
Current: Federal | $ 1,014 | $ 1,064 |
Current: State | 28 | (12) |
Total current | 1,042 | 1,052 |
Deferred: Federal | 29 | (521) |
Deferred: State | 683 | (2,954) |
Total deferred | 712 | (3,475) |
Income tax (benefit) expense | $ 1,754 | $ (2,423) |
Income Taxes - Tax Cuts And Job
Income Taxes - Tax Cuts And Jobs Act (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance | |||
Deferred tax asset valuation allowance | $ 386,216 | $ 342,635 | |
Federal | |||
Tax Cuts and Jobs Act | |||
Period that NOLs that occurred prior to December 31, 2017 may be carried forward | 20 years | ||
Maximum usage limit in any given year for NOLs occurring after December 31, 2017 | 80.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | ||
Computed “expected” expense (benefit) | $ 1,939 | $ (78,716) |
State and local income taxes, net of federal tax benefit | 107 | 113 |
Income tax credits | (2,088) | (2,397) |
Non-controlling interest | 4,038 | 28,366 |
Adjustment to deferred taxes, including credits and valuation allowance | (2,977) | 50,302 |
FIN 48 | (38) | |
Other, net | 735 | (53) |
Income tax (benefit) expense | $ 1,754 | $ (2,423) |
Effective tax rate | 19.00% | 0.60% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Investment in partnership | $ 224,215 | $ 195,095 |
Net operating loss carryforwards | 133,611 | 121,111 |
Discounted unpaid loss reserve | 2,156 | 3,567 |
General business credits | 30,006 | 28,729 |
Total deferred tax assets | 389,988 | 348,502 |
Valuation allowance | (386,216) | (342,635) |
Deferred tax assets, net of valuation allowance | 3,772 | 5,867 |
Deferred tax liabilities: | ||
Long-lived assets: intangible property | (5,245) | (6,281) |
Total deferred tax liabilities | (5,245) | (6,281) |
Net deferred tax liabilities | $ (1,473) | $ (414) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Balance at December 31, | $ 77 | $ 115 |
Reductions due to lapses of applicable statute of limitations | (38) | |
Balance at December 31, | $ 77 | 77 |
Tax savings payable, as a percent | 90.00% | |
Maximum | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Accrued interest related to unrecognized tax benefits | $ 100 | $ 100 |
State | Minimum | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Number of Open Tax Years | 3 years | |
State | Maximum | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||
Number of Open Tax Years | 6 years |
Income Taxes - Exchange Rights
Income Taxes - Exchange Rights and Tax Receivable Agreement (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill Tax Deductible Amount Tax Basis Step Up | $ 16.9 | $ 9.6 |
Tax Savings Payable to Former Owners, as a Percent | 90.00% | |
F C Gen Units And Class C Shares | ||
Number of membership units and Class C shares exchanged for Class A shares | 3.5 | 1.9 |
Class A Common Stock | ||
Number of Class A shares issued in exchange for membership units and Class C shares | 3.5 | 1.9 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Jun. 01, 2018USD ($)facilityitem | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)facilityitemcustomer | Dec. 31, 2018USD ($) | Feb. 01, 2019USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction | ||||||
Number of customers owned and operated | customer | 2 | |||||
Options to renew | true | |||||
Lease cost | $ 515,587 | |||||
Consulting Agreement Term | 1 year | |||||
Related party administrative services fees | $ 600 | |||||
Maximum | ||||||
Related Party Transaction | ||||||
Operating lease renewal term | 10 years | |||||
Minimum | ||||||
Related Party Transaction | ||||||
Operating lease renewal term | 5 years | |||||
Class A Common Stock | Minimum | ||||||
Related Party Transaction | ||||||
Ownership interest | 5.00% | |||||
Rehabilitation Services | Customer One | ||||||
Related Party Transaction | ||||||
Net revenue from related party | $ 114,300 | $ 126,400 | ||||
Net accounts receivable from related party | 28,900 | 32,300 | ||||
Reserves posted against note receivable | 55,000 | |||||
Notes receivable from related party | 56,300 | |||||
Rehabilitation Services | Customer Two | ||||||
Related Party Transaction | ||||||
Net revenue from related party | 6,600 | 1,900 | ||||
Net accounts receivable from related party | $ 1,400 | 1,100 | ||||
FC Compassus LLC | Board of directors | Maximum | ||||||
Related Party Transaction | ||||||
Aggregate ownership interest in counterparty indirectly held by certain board members, as a percent | 10.00% | |||||
FC Compassus LLC | Disposed by sale | Hospice And Home Health Operations | ||||||
Related Party Transaction | ||||||
Principal amount of notes receivable | $ 12,000 | |||||
Notes receivable from related party | $ 23,200 | |||||
Trident USA | Board of directors | Maximum | ||||||
Related Party Transaction | ||||||
Aggregate ownership interest in counterparty indirectly held by certain board members, as a percent | 10.00% | |||||
Trident USA | Mobile Radiology And Laboratory Diagnostic Services [Member] | ||||||
Related Party Transaction | ||||||
Amount of services in period | $ 8,400 | $ 12,600 | ||||
Next Landlord Entities | ||||||
Related Party Transaction | ||||||
Initial annualized lease rent paid | $ 13,000 | $ 19,500 | ||||
Next Landlord Entities | Board of directors | ||||||
Related Party Transaction | ||||||
Ownership interest percentage | 4.00% | |||||
Next Landlord Entities | New Hampshire And Florida [Member] | ||||||
Related Party Transaction | ||||||
Number of facilities under lease | facility | 12 | |||||
Number of LLCs affiliated with Next Healthcare | item | 12 | |||||
Next Landlord Entities | Pennsylvania, New Jersey, Connecticut, Massachusetts and West Virginia | ||||||
Related Party Transaction | ||||||
Ownership interest percentage | 46.00% | |||||
Number of facilities under lease | facility | 15 | |||||
Number of LLCs affiliated with Next Healthcare | item | 15 | |||||
Welltower Inc | ||||||
Related Party Transaction | ||||||
Number of facilities under lease | facility | 43 | |||||
Shares of the Company’s | 8.90% | |||||
Operating lease renewal term | 11 years | |||||
Options to renew | true | |||||
Annual rent escalators | 2.00% | |||||
Lease cost | $ 73,700 | |||||
Welltower Inc | Class A Common Stock | ||||||
Related Party Transaction | ||||||
Voting power | 5.80% |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan | ||
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 |
Other Income (Details)
Other Income (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | |
Gain on sale of owned assets | $ | $ (90,723) | ||
Loss recognized for exit costs associated with divestiture of operations | $ | 12,997 | $ 21,459 | |
Gain on lease termination or modification | $ | (95,779) | (34,379) | |
Total other (income) loss | $ | $ (173,505) | $ (12,920) | |
Number Of Facilities Sold | 7 | ||
Number Of Facilities Divested Or Closed | 44 | 55 | |
Disposed by sale | Skilled Nursing Facilities | |||
Number Of Facilities Sold | 13 | 22 | |
Number Of Facilities Divested Or Closed | 54 | ||
Disposed by sale | Assisted Or Senior Living Facility | |||
Number Of Facilities Sold | 2 | 1 |
Asset Impairment Charges (Detai
Asset Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Impairment Charges | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 | $ 0 |
Inpatient Services | ||
Asset Impairment Charges | ||
Impairment of Long-Lived Assets Held-for-use | 16,900 | 105,000 |
Trade names | ||
Asset Impairment Charges | ||
Impairment of indefinite-lived intangible assets | $ 0 | 0 |
Favorable Leases | Goodwill And Intangible Asset Impairments [Member] | ||
Asset Impairment Charges | ||
Impairment charges on favorable lease intangible assets with a definite useful life | $ 3,500 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) $ in Thousands | Feb. 26, 2020USD ($)facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($)facility | Feb. 01, 2020USD ($) | Mar. 31, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 7 | ||||||
Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 1 | 7 | 1 | 7 | |||
Assets and Liabilities of Disposal Group | |||||||
Prepaid expenses | $ | $ 1,171 | $ 3,375 | $ 1,171 | $ 3,375 | |||
Property and equipment, net of accumulated depreciation of $2,201 and $3,640 at December 31, 2019 and December 31, 2018, respectively | $ | 16,306 | 16,087 | 16,306 | 16,087 | |||
Accumulated depreciation | $ | 2,201 | 3,640 | 2,201 | 3,640 | |||
Total Assets | $ | 17,477 | 19,462 | 17,477 | 19,462 | |||
Current installments of long-term debt | $ | 368 | 639 | 368 | 639 | |||
Long-term debt | $ | 19,789 | 25,942 | 19,789 | 25,942 | |||
Total Liabilities | $ | $ 20,157 | $ 26,581 | $ 20,157 | $ 26,581 | |||
Skilled Nursing Facilities | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities removed from the purchase and sale agreement | 8 | ||||||
Skilled Nursing Facilities | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 13 | 22 | |||||
Skilled Nursing Facilities | Disposed by sale | Welltower Real Estate Loans | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 16 | ||||||
Skilled Nursing Facilities | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 7 | 7 | |||||
Assisted Or Senior Living Facility | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 2 | 1 | |||||
Texas | Skilled Nursing Facilities | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 7 | 23 | |||||
Texas | Skilled Nursing Facilities | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 23 | 23 | |||||
Sales consideration amount | $ | $ 20,100 | $ 20,100 | $ 20,100 | ||||
Texas | Skilled Nursing Facilities | Assets held for sale | Welltower Real Estate Loans | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 4 | 4 | |||||
Texas | Skilled Nursing Facilities | Assets held for sale | HUD insured loans | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 3 | 3 | |||||
California | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 1 | 1 | |||||
California | Skilled Nursing Facilities | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 7 | 7 | |||||
California | Assisted Or Senior Living Facility | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 1 | 1 | |||||
California | Skilled Nursing Facilities And Assisted Or Senior Living Facility Member | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 7 | ||||||
California | Skilled Nursing Facilities And Assisted Or Senior Living Facility Member | Assets held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities classified as held for sale | 8 | 8 | |||||
Sales consideration amount | $ | $ 88,800 | $ 88,800 | |||||
Subsequent Events | Skilled Nursing Facilities | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Sales consideration amount | $ | $ 61,800 | ||||||
Subsequent Events | California | Skilled Nursing Facilities | HUD insured loans | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of facilities sold | 1 | ||||||
Sales consideration amount | $ | $ 20,800 |
Commitments and Contingencies -
Commitments and Contingencies - Self Insurance Risks (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies | ||
Workers' Compensation discount rate (as a percentage) | 1.60% | |
Potential effect of discounting on Workers Compensation reserve | $ 12 | $ 8.3 |
Provision for general and professional liability | 70.1 | 102.5 |
Reserve for general and professional liability | 392.8 | 435.3 |
Provision for workers' compensation | 47.6 | 49.9 |
Reserve for workers' compensation risks | 160.5 | 168.3 |
Health insurance reserve | $ 15.1 | $ 16.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016item | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | |
Loss Contingencies | |||
Number of matters under agreement in principle | item | 4 | ||
Accrued expenses | |||
Loss Contingencies | |||
Litigation settlement amount | $ 52.7 | ||
Environmental Remediation at Leased Sites [Member] | |||
Loss Contingencies | |||
Estimated settlement value | $ 16.9 | ||
Environmental Remediation at Leased Sites [Member] | Other long-term liabilities | |||
Loss Contingencies | |||
Asset Retirement Obligation | $ 9 | 6.6 | |
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | |||
Loss Contingencies | |||
Accrued contingent liability | 25.7 | ||
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Other long-term liabilities | |||
Loss Contingencies | |||
Accrued contingent liability | 13.6 | ||
Creekside Hospice Therapy Matters Investigation Staffing Matters Investigation And Sundance Part B Therapy Matter (Member) | Accrued expenses | |||
Loss Contingencies | |||
Accrued contingent liability | $ 12.1 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Recurring Measures (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 12,097 | $ 20,865 |
Restricted cash and equivalents | 113,709 | 121,411 |
Assets, Fair Value Disclosure, Total | 262,748 | 278,429 |
Mortgage/Government Backed Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 21,023 | 11,819 |
Corporate Bond Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 48,926 | 55,819 |
Government Bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 66,993 | 68,515 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 12,097 | 20,865 |
Restricted cash and equivalents | 113,709 | 121,411 |
Assets, Fair Value Disclosure, Total | 171,709 | 182,975 |
Level 1 | Government Bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 45,903 | 40,699 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure, Total | 91,039 | 95,454 |
Level 2 | Mortgage/Government Backed Securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 21,023 | 11,819 |
Level 2 | Corporate Bond Securities [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | 48,926 | 55,819 |
Level 2 | Government Bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted investments in marketable securities | $ 21,090 | $ 27,816 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | $ 1,613,420 | $ 1,205,464 |
Asset based lending facilities | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 412,346 | 419,289 |
New term loan agreement | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 196,714 | 184,652 |
Real estate loans | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 265,700 | 307,690 |
HUD insured loans | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 117,117 | 181,762 |
Welltower Notes | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 116,952 | 81,398 |
Mortgages and other secured debt (recourse) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 6,369 | 4,190 |
Mortgages and other secured debt (non-recourse) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Principal balance outstanding, net | 498,222 | 26,483 |
Level 2 | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 1,613,420 | 1,204,652 |
Level 2 | Asset based lending facilities | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 412,346 | 419,289 |
Level 2 | New term loan agreement | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 196,714 | 184,652 |
Level 2 | Real estate loans | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 265,700 | 307,690 |
Level 2 | HUD insured loans | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 117,117 | 180,950 |
Level 2 | Welltower Notes | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 116,952 | 81,398 |
Level 2 | Mortgages and other secured debt (recourse) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | 6,369 | 4,190 |
Level 2 | Mortgages and other secured debt (non-recourse) | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Fair Value | $ 498,222 | $ 26,483 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Nonrecurring Measures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | |
Non-recurring Fair Value Measures | |||
Finance lease right-of-use assets, net | $ 37,097 | ||
Operating lease right-of-use assets | 2,399,505 | $ 500,000 | |
Fair Value, Measurements, Nonrecurring [Member] | |||
Non-recurring Fair Value Measures | |||
Property and equipment, net | 962,105 | $ 2,887,554 | |
Property and equipment, Impairment Charges | 10,696 | 104,997 | |
Finance lease right-of-use assets, net | 37,097 | ||
Operating lease right-of-use assets | 2,399,505 | ||
Operating lease right-of-use assets, Impairment Charges | 6,241 | ||
Intangible assets, net | 87,446 | 119,082 | |
Intangible assets, Impairment Loss | 3,538 | ||
Goodwill | $ 85,642 | $ 85,642 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Mar. 04, 2020USD ($)facility | Feb. 26, 2020USD ($)facility | Feb. 01, 2020USD ($)facility | Jan. 31, 2020USD ($)facility | Jan. 10, 2020USD ($)facility | Sep. 12, 2019USD ($)facility | Dec. 31, 2019facility | Dec. 31, 2019USD ($)facility | Dec. 31, 2018facility |
Subsequent Events | |||||||||
Number Of Facilities Divested Or Closed | facility | 44 | 55 | |||||||
Number Of Facilities Sold | facility | 7 | ||||||||
California | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Net revenues | $ 14 | ||||||||
Pre-tax net income (loss) | 0.1 | ||||||||
Montana | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Net revenues | $ 2.5 | ||||||||
Pre-tax net income (loss) | $ 0.1 | ||||||||
California, Washington and Nevada | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Ownership interest | 50.00% | ||||||||
North Carolina And Maryland [Member] | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 3 | ||||||||
Net revenues | $ 38.7 | ||||||||
Pre-tax net income (loss) | $ 0.5 | ||||||||
Vantage Point Partnership | |||||||||
Subsequent Events | |||||||||
Net revenues | $ 84.1 | ||||||||
Pre-tax net income (loss) | 2.6 | ||||||||
Annual rent credits | $ 30.3 | ||||||||
Vantage Point Partnership | Massachusetts | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Non-recourse debt | $ 7.3 | ||||||||
Increase of annual rent | $ 0.9 | ||||||||
New Generation Health, LLC | California, Washington and Nevada | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Divested Or Closed | facility | 19 | ||||||||
Sales price | $ 78.9 | ||||||||
Investments in facilities | 15 | ||||||||
Amount of finance provided to partnership | 9 | ||||||||
Repayments of loans | 33.7 | ||||||||
HUD insured loans | California | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Repayments of loans | $ 20.5 | ||||||||
HUD insured loans | North Carolina And Maryland [Member] | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Repayments of loans | $ 29.1 | ||||||||
Skilled Nursing Facilities | Vantage Point Partnership | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 18 | ||||||||
Skilled Nursing Facilities | New Generation Health, LLC | California, Washington and Nevada | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 6 | ||||||||
Skilled Nursing Facilities | HUD insured loans | California | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 1 | ||||||||
Sales price | $ 20.8 | ||||||||
Assisted Senior Living Facilities | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Divested Or Closed | facility | 1 | ||||||||
Skilled Nursing, Behavioral Health And Assisted Living Facilities [Member] | New Generation Health, LLC | California, Washington and Nevada | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 13 | ||||||||
Disposed by sale | Skilled Nursing Facilities | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Divested Or Closed | facility | 54 | ||||||||
Number Of Facilities Sold | facility | 13 | 22 | |||||||
Disposed by sale | Skilled Nursing Facilities | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Sales price | $ 61.8 | ||||||||
Disposed by sale | Skilled Nursing Facilities | North Carolina | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 2 | ||||||||
Disposed by sale | Skilled Nursing Facilities | Maryland | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 1 | ||||||||
Disposed by sale | Skilled Nursing Facilities | Vantage Point Partnership | Massachusetts | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 1 | ||||||||
Sales price | $ 9.1 | ||||||||
Disposed by sale | Skilled Nursing Facilities | Real estate loans | Massachusetts | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Sold | facility | 1 | ||||||||
Lease termination | Skilled Nursing Facilities | Massachusetts | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Annual rent credit | $ 0.4 | ||||||||
Lease termination | Assisted Senior Living Facilities | Montana | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number Of Facilities Divested Or Closed | facility | 1 | ||||||||
Annual rent credit | $ 0.7 | ||||||||
Lease termination | Welltower Inc | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Annual rent credits | $ 0.7 | ||||||||
Vantage Point Partnership Master Agreement | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Number of facilities under lease | facility | 18 | ||||||||
Land, Buildings and Improvements | Vantage Point Partnership | |||||||||
Subsequent Events | |||||||||
Property, plant and equipment, net, increase due to consolidation | $ 512.7 | ||||||||
Land, Buildings and Improvements | Vantage Point Partnership | Massachusetts | Subsequent Events | |||||||||
Subsequent Events | |||||||||
Property, plant and equipment, net, increase due to consolidation | $ 9.1 |