Significant Transactions and Events | (4) Significant Transactions and Events COVID-19 As discussed in Note 1 – “ General Information – Going Concern Considerations,” serve to outline the estimated impact of COVID-19 on its business through December 31, 2020, including the impact of emergency legislation, temporary changes to regulations and reimbursements issued in response to COVID-19. Operations The Company’s first report of a positive case of COVID-19 in one of its facilities occurred on March 16, 2020. Since that time, facilities have experienced one or more positive cases of COVID-19 among patients and residents. Over of the patient and resident positive COVID-19 cases in its facilities have occurred in the states of Connecticut, Maryland, Massachusetts, New Jersey, New Mexico, Pennsylvania, and West Virginia, which correspond to many of the largest community outbreak areas across the country. The Company’s facilities in these seven states represent The Company’s occupancy decreased in the early months of the pandemic following the efforts by referring hospitals to cancel or reschedule elective procedures in anticipation of an increasing number of COVID-19 cases in their communities. As the pandemic progressed, occupancy was further decreased by, among other things, implementation of both self-imposed and state or local admission holds in facilities having exposure to positive cases of COVID-19 among patients, residents and employees. These self-imposed, and sometimes mandatory, restrictions on admissions were instituted to limit risks of potential spread of the virus by individuals that either tested positive for COVID-19, exhibited symptoms of COVID-19 but had not yet been tested positive due to a severe shortage of testing materials, or were asymptomatic of COVID-19 but potentially positive and contagious. Net Revenues The Company’s net revenues for the year ended December 31, 2020 were materially and adversely impacted by a significant decline in occupancy as a result of COVID-19. The Company’s skilled nursing facility operating occupancy decreased from 88.2% for the three months ended March 31, 2020 to 76.6% for the three months ended December 31, 2020. The revenue lost from the decline in occupancy was partially offset by incremental state sponsored funding programs, changes in payor mix, and the enactment of COVID-19 relief programs, as discussed below. See Regulatory and Reimbursement Relief . After considering a commensurate reduction in related and direct operating expenses, the Company lost revenue caused by COVID-19 during the year ended December 31, 2020. Operating Expenses The Company’s operating expenses for the year ended December 31, 2020 were materially and adversely impacted due to increases in costs as a result of the pandemic, with more dramatic increases occurring at facilities with positive COVID-19 cases among patients, residents and employees. During the year ended December 31, 2020, the Company incurred million of incremental operating expenses in response to the pandemic. Increases in cost primarily stemmed from higher labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, workers compensation, testing, medical equipment, enhanced cleaning and environmental sanitation costs and the impact of utilizing less efficient modes of providing therapy in order to avoid the grouping of patients. Additionally, the future cost of securing adequate insurance coverages through annual renewals may be significantly higher than existing coverages, and the same level of coverage may no longer be available or affordable. This includes workers compensation and general and professional liability coverages, which are requirements in most states in which we operate. The Company is not reasonably able to predict the total amount of costs it will incur related to the pandemic and to what extent such incremental costs can be reduced or will be borne by or offset by actions taken by public and private entities in response to the pandemic. Liquidity The Company has taken, and will continue to take, actions to enhance and to preserve its liquidity in response to the pandemic. During the year ended December 31, 2020, the Company’s usual sources of liquidity have been supplemented by grants and advanced Medicare payments under programs expanded or created under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Specifically, in the second quarter of 2020, the Company applied for and received million of relief grants and other forms of federal relief, such as the temporary suspension of Medicare sequestration. In addition, the Company has elected to implement the CARES Act payroll tax deferral program, which preserved, on an interest free basis, million of cash, representing the employer portion of payroll taxes incurred between March 27, 2020 and December 31, 2020. The advance Medicare payments of million, which are also interest free, are expected to be recouped between April 2021 and February 2022, while one-half of the payroll tax deferral amount will become due on each of December 31, 2021 and December 31, 2022. In addition to relief funding under the CARES Act, funding of The Company continues to seek opportunities to enhance and to preserve its liquidity, including through reducing expenses, continuing to evaluate its capital structure and seeking further government-sponsored financial relief related to the pandemic. The Company cannot provide assurance that such efforts will be successful, timely or adequate to offset the lost revenue and escalating operating expenses as a result of the pandemic. See Note 1 – “ General Information – Going Concern Considerations.” Regulatory and Reimbursement Relief On March 18, 2020, the Families First Coronavirus Response Act was enacted, which provided a temporary 6.2% increase to each qualifying state’s Medicaid Federal Medical Assistance Percentage (FMAP) effective January 1, 2020. The temporary FMAP increase will extend through the last day of the calendar quarter in which the COVID-19 public health emergency declared by the U.S. Department of Health and Human Services (HHS), including any extensions or termination, which currently expires on April 20, 2021. As part of the requirements for receiving the temporary FMAP increase, states must cover testing services and treatments for COVID-19 and may not impose deductibles, copayments, coinsurance or other cost sharing charges for any quarter in which the temporarily increased FMAP is claimed. Further, a number of additional states in which the Company operates have implemented incremental FMAP related reimbursement provisions and other forms of support to assist providers. For the year ended December 31, 2020, the Company recognized FMAP reimbursement relief of $82.3 million as net revenues and other forms of state support grants of $39.1 million as Federal and state stimulus – COVID-19 other income in the consolidated statements of operations. At December 31, 2020, the Company deferred recognition of In further response to the pandemic, on March 27, 2020, the former U.S. Presidential administration signed into law the bipartisan CARES Act, which authorized the cash distribution of relief funds to reimburse healthcare providers for health care related expenses or lost revenues that are attributable to coronavirus. Nursing facility operators participating in Medicare and Medicaid may be eligible to receive compensation for costs incurred in the course of providing medical services, such as those related to obtaining personal protective equipment, COVID-19 related testing supplies, and increased staffing or training, provided that such costs are not compensated by another source. The secretary of HHS has broad authority and discretion to determine payment eligibility and the amount of such payments. The Company was impacted by certain provisions of the CARES Act, as summarized below. ● Temporary suspension of certain patient coverage criteria and documentation and care requirements . The CARES Act and a series of temporary waivers and guidance issued by the Centers for Medicare and Medicaid Services (CMS) suspend various Medicare patient coverage criteria as well as certain documentation and care requirements. These accommodations are intended to ensure patients have access to care notwithstanding the burdens placed on healthcare providers due to the COVID-19 pandemic. ● Relief Funds. The CARES Act authorized HHS to distribute relief fund grants to healthcare providers to support healthcare-related expenses or lost revenue attributable to COVID-19. HHS has made several rounds of distributions to providers based upon a variety of factors and providers have been able to apply for additional funding. To retain the funds, providers must submit an attestation accepting certain terms and conditions. During April 2020, the Company first began receiving relief grants from CARES Act funds administered by HHS. Through December 31, 2020, the Company has received $198.7 million in these initial relief grants, the majority of which are related to skilled nursing care provided through the Company’s Inpatient Services segment. On July 22, 2020, the former U.S. presidential administration announced an additional relief fund to be used to protect residents of long term care facilities and nursing homes from the impact of COVID-19. Through December 31, 2020, the Company received $68.3 million of relief grants under the program. The relief fund included: o Payments to be used primarily to support increased testing and meet staffing and personal protective equipment needs. o Subsequent distributions as part of the Quality Incentive Payments Program (QIP). In order to qualify for payments under QIP, a facility must have an active state certification as a nursing home or skilled nursing facility and receive reimbursement from CMS. HHS will administer quality checks on nursing home certification status to identify and remove facilities that have a terminated, expired, or revoked certification or enrollment. Facilities must also report to at least one of three data sources that will be used to establish eligibility and collect necessary provider data to inform payment. The QIP Program has been divided into four performance periods (September, October, November and December 2020). All nursing homes or skilled nursing facilities meeting the previously noted qualifications were eligible for each of the performance periods. o Distributions to “COVID only” facilities. o Distributions to providers that participate in approved training programs to better enable nursing home employees to administer COVID-19-related safety practices. The Company recognizes relief funds as income once there is reasonable assurance that the applicable terms and conditions required to retain the funds have been met. During the year ended December 31, 2020, the Company recognized $306.1 million of aggregate relief funds within the “Federal and state stimulus – COVID-19 other income” caption in the consolidated statement of operations. On June 9, 2020 as part of its ongoing efforts to provide financial relief to healthcare providers impacted by COVID-19, HHS announced the Phase 2 general distribution to Medicaid, Medicaid managed care, Children's Health Insurance Program (CHIP) and dental providers. HHS anticipates distributing approximately $15 billion to eligible providers that participate in state Medicaid and CHIP programs that did not receive a payment from the Provider Relief Fund General Allocation (Phase 1). Eligible applicants will receive 2% of Gross Revenues from Patient Care for calendar years 2017, 2018 or 2019 as selected by applicant. The Company has submitted applications for its assisted living facilities that meet the eligibility criteria. ● Medicare Accelerated and Advanced Payment Program. During the second quarter of 2020, the Company applied for and received $156.8 million of interest free advanced Medicare payments. These payments will be subsequently recouped over time as revenue is recognized for claims submitted for services provided to Medicare patients. In October 2020, CMS extended the recoupment period to begin one year from the date the advanced payments were issued. The Company’s recoupment period for the advanced payments is expected to be from April 2021 to February 2022. The Company has reported advanced payments of $118.8 million and $36.7 million within accrued expenses and other long-term liabilities, respectively, in the consolidated balance sheet as of December 31, 2020. ● Payroll Tax Deferral . Under the CARES Act, the Company has elected to defer payment, on an interest free basis, of the employer portion of social security payroll taxes incurred from March 27, 2020 to December 31, 2020. One-half of the deferral amount is due on each of December 31, 2021 and December 31, 2022. The Company has presented $46.1 million of the deferred payroll tax balance within accrued expenses and $46.1 million within other long-term liabilities in the consolidated balance sheet as of December 31, 2020. ● Temporary Suspension of Medicare Sequestration . The Budget Control Act of 2011 requires a mandatory, across the board reduction in federal spending, called a sequestration. Medicare fee for service claims with dates of service or dates of discharge on or after April 1, 2013 incur a 2.0% reduction in Medicare payments. All Medicare rate payments and settlements have incurred this mandatory reduction and it will continue to remain in place through at least 2023, unless Congress takes further action. In response to COVID-19, the CARES Act temporarily suspended the automatic 2.0% reduction of Medicare claim reimbursements for the period of May 1, 2020 through December 31, 2020; this period was subsequently extended through March 31, 2021. During the year ended December 31, 2020, the suspension of sequestration resulted in net revenues of $8.4 million. Strategic Partnerships NewGen Partnership On February 1, 2020, the Company transitioned operational responsibility for 19 facilities in the states of California, Washington and Nevada to a partnership with New Generation Health, LLC (the NewGen Partnership). The Company sold the real estate and operations of six skilled nursing facilities and transferred the operations to 13 skilled nursing, behavioral health and assisted living facilities for $78.7 million. Net transaction proceeds were used by the Company to repay indebtedness, including prepayment penalties, of $33.7 million, fund its initial 50% equity contribution and working capital requirement of $14.9 million, and provide financing to the partnership of $9.0 million. The Company recorded a gain on sale of assets and transition of leased facilities of $58.8 million and loss on early extinguishment of debt of $1.0 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. On May 15, 2020, the Company transitioned operational responsibility for four additional leased facilities in California to the NewGen Partnership. The four facilities generated annual revenues of $55.0 million and pre-tax loss of $0.5 million. On October 1, 2020, the Company transitioned operational responsibility for one additional leased facility in the state of Washington to the NewGen Partnership. The facility generated annual revenues of $12.3 million and pre-tax income of $0.2 million. The Company does not hold a controlling financial interest in the NewGen Partnership. As such, the Company has applied the equity method of accounting for its 50% interest in the NewGen Partnership. The Company’s investment in the NewGen Partnership, $25.1 million, is included within other long-term assets in the consolidated balance sheet as of December 31, 2020. Cascade Partnership On July 2, 2020, the Company sold one facility to an affiliate of Cascade Capital Group, LLC (Cascade) for $26.1 million, using proceeds from the sale to retire U.S. Department of Housing and Urban Development (HUD) financed debt of $10.5 million, pay aggregate prepayment penalties and other closing costs of $1.0 million, and partially fund its investment in a partnership with Cascade (the Cascade Partnership). The Cascade Partnership also acquired eight facilities that the Company operated under a master lease agreement with Second Spring. The Company continues to operate all nine of these facilities subject to a new master lease agreement with affiliates of Cascade. The master lease agreement contains an initial term of 10 years with one five-year renewal option and base rent of $20.7 million with no rent escalators for the first five years and annual rent escalators of 2.5% thereafter. The Company also obtained a fixed price option to purchase the nine facilities for $251.6 million that is exercisable from July 2023 through June 2025. The Company executed a promissory note with Cascade for $20.3 million, which was subsequently converted into a 49% membership interest in the Cascade Partnership. The Company has concluded that the Cascade Partnership is a VIE and it is the primary beneficiary. Consequently, the Company has consolidated all of the accounts of the Cascade Partnership in the accompanying financial statements. Additionally, all leasing activity associated with the master lease has been fully eliminated in consolidation. The Cascade Partnership acquired all nine skilled nursing facilities for an aggregate purchase price of $223.6 million. The initial consolidation primarily resulted in property and equipment of $208.6 million, non-recourse debt of $190.3 million, net of debt issuance costs, and noncontrolling interests of $21.2 million. 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 available. The Company will pay annual rent of 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 The Company has concluded the Next Partnership is a VIE and it is the primary beneficiary. Consequently, the Company has consolidated all of the accounts of the Next Partnership in the accompanying financial statements. Additionally, all leasing activity associated with the master lease has been fully eliminated in consolidation. The Next Partnership acquired million. The initial consolidation of the remaining 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 available. The Company will pay annual rent of approximately 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 premium over the original purchase price. 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 is a VIE and it is the primary beneficiary. Consequently, the Company has consolidated all of the accounts of the Vantage Point Partnership in the accompanying financial statements. Additionally, all leasing activity associated with the master lease has been fully eliminated in consolidation. The Vantage Point Partnership acquired all million. The initial consolidation primarily resulted in property and equipment of 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. “Property and Equipment” “Long-Term Debt – Real Estate Loans” “Long-Term Debt – HUD Insured Loans.” facility On January 10, 2020, Welltower sold the real estate of one skilled nursing facility located in Massachusetts to the Vantage Point Partnership. The sale represents the final component of the transaction. As a result of the January 10, 2020 transaction, the Company will receive an annual rent credit of $0.7 million from Welltower and recorded a gain of $0.2 million 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 consolidation of this additional 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 operates all 19 facilities owned by the Vantage Point Partnership. Divestiture of Non-Strategic Facilities 2020 Divestitures In addition to the 24 facilities transitioned into the NewGen Partnership, the Company divested the operations of 39 owned and leased facilities in 2020. During the first quarter of 2020, the Company sold four owned skilled nursing facilities and divested the operations of one leased senior/assisted living facility. Additionally, Omega Healthcare Investors, Inc. (Omega) sold the real estate of one skilled nursing facility located in Massachusetts that the Company leased under a master lease agreement, but had closed on July 1, 2019. The facilities generated annual revenues of $55.2 million and pre-tax income of $0.5 million. The sales resulted in aggregate proceeds of $82.6 million, of which, $49.6 million was used to repay indebtedness. The Company recognized an aggregate gain on the sale of the facilities of million. During the second quarter of 2020, the Company sold three owned skilled nursing facilities and divested the operations of 12 leased skilled nursing facilities. The facilities generated annual revenues of million was used to repay indebtedness. The Company recognized an aggregate gain on the sale of the facilities of During the third quarter of 2020, the Company sold one owned skilled nursing facility and several rehab clinics. The facility generated annual revenues of million was used to repay indebtedness. The Company recognized a gain on the sale of the facility and rehab clinics of During the fourth quarter of 2020, the Company sold five owned facilities and divested the operations of 13 leased skilled nursing facilities. The facilities generated annual revenues of million was used to repay indebtedness. The Company recognized an aggregate gain on the sale and divestitures of 2019 Divestitures In addition to the nine divestitures noted in the Vantage Point Partnership owned and leased facilities in 2019. The Company also sold the real property of 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 million. The Company recognized a loss on exit reserves of million. The Company also completed the closure of facility located in Ohio. The facility generated annual revenues of 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” “Long-Term Debt – Real Estate Loans” “Long-Term Debt – HUD Insured Loans.” million. The divestiture resulted in a gain of million. In addition, the Company divested the operations of 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. million. In addition, the Company sold the real property and divested the operations of million were paid on the facilities at closing. See Note 9 – “Property and Equipment” “Long-Term Debt – HUD Insured Loans.” 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 operations of these facilities were divested in 2018. The net proceeds were used principally to repay the indebtedness of the facilities. The Company recognized a net gain of Also during the fourth quarter of 2019, the Company divested the operations of two leased skilled nursing facilities. The facility generated annual revenues of $28.1 million and pre-tax net loss of $1.7 million. The divestitures resulted in a loss of $1.3 million, which was primarily attributable to exit costs. 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 2020 and 2019, respectively. These gains are included in other income on the consolidated statements of operations. Below is a summary of the more material lease transactions. NewGen Partnership As noted above, the Company transitioned the operations of 18 leased skilled nursing, behavioral health and assisted living facilities to the NewGen Partnership during the year ended December 31, 2020. In total, the lease transitions resulted in a net reduction to operating lease ROU assets and obligations of $17.0 million and $26.8 million, respectively, and a gain of $19.7 million, which includes proceeds from the sale of leasehold rights. Welltower During the year ended December 31, 2020, the Company amended the Welltower Master Lease several times to reflect the lease termination of one facility and rent credits associated with the sale of previously closed locations. The Company received annual rent credits of approximately million. In total, the amendments resulted in a net reduction to operating lease ROU assets and obligations of 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 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 facilities subject to the Welltower Master Lease were classified as operating leases. In total, the amendments resulted in a net reduction to finance lease ROU assets and obligations of Omega During the year ended December 31, 2020, the Company amended the Omega Master Lease several times to reflect the lease termination of five facilities. The Company received annual rent credits of approximately million. In total, the amendments resulted in a net reduction to operating lease ROU assets and obligations of During the year ended December 31, 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 million, respectively. The lease termination and remeasurement resulted in an aggregate gain of million. In addition, the Company recorded a gain of During the year ended December 31, 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 facilities upon addition to the master lease. The lease assessment and measurement resulted in operating lease classification with a liability gross up. In addition, the Company received million as a short-term note payable. See Note 12 – “ Long-Term Debt – Notes Payable.” Second Spring During the year ended December 31, 2020, the Company amended its master lease several times with Second Spring to reflect the lease termination of 22 facilities subject to the lease and received annual rent credits of $41.2 million. In conjunction with the lease termination, operating lease ROU assets and lease obligations of $304.0 million and $340.1 million, respectively, were written off. The lease termination and remeasurement resulted in a gain of During the year ended December 31, 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 million, respectively. The lease termination and remeasurement resulted in an aggregate gain of Other Lease Transactions During the year ended December 31, 2020, the Company amended three master lease agreements to reflect the lease termination of a combined 13 facilities from the master lease agreements. In conjunction with the lease terminations, operating lease ROU assets and lease obligations of During the year ended December 31, 2020, the Company extended the lease agreements of several facilities and offices resulting in an increase in ROU assets and lease liabilities During the year ended December 31, 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 cer |