Maryland | 04-3516029 |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller reporting company ☒ |
(Do not check if a smaller reporting company) | Emerging growth company ☐ |
Page | ||
June 30, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 22,137 | $ | 26,255 | ||||
Accounts receivable, net of allowance of $4,570 and $3,572 at June 30, 2018 and December 31, 2017, respectively | 35,849 | 38,673 | ||||||
Due from related persons | 6,502 | 4,774 | ||||||
Investments, of which $10,716 and $7,310 are restricted at June 30, 2018 and December 31, 2017, respectively | 19,556 | 22,524 | ||||||
Restricted cash | 19,842 | 20,747 | ||||||
Prepaid expenses and other current assets | 20,677 | 25,132 | ||||||
Assets held for sale | — | 59,080 | ||||||
Total current assets | 124,563 | 197,185 | ||||||
Property and equipment, net | 247,628 | 251,504 | ||||||
Equity investment of an investee | 8,158 | 8,185 | ||||||
Restricted cash | 1,841 | 1,476 | ||||||
Restricted investments | 11,024 | 10,758 | ||||||
Other long term assets | 6,145 | 6,800 | ||||||
Total assets | $ | 399,359 | $ | 475,908 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Revolving credit facility | $ | — | $ | — | ||||
Accounts payable and accrued expenses | 62,968 | 74,734 | ||||||
Accrued compensation and benefits | 40,635 | 37,893 | ||||||
Due to related persons | 18,567 | 18,683 | ||||||
Mortgage notes payable | 327 | 316 | ||||||
Accrued real estate taxes | 11,536 | 11,801 | ||||||
Security deposits and current portion of continuing care contracts | 3,760 | 4,073 | ||||||
Other current liabilities | 35,332 | 36,361 | ||||||
Liabilities held for sale | — | 34,781 | ||||||
Total current liabilities | 173,125 | 218,642 | ||||||
Long term liabilities: | ||||||||
Mortgage notes payable | 7,705 | 7,872 | ||||||
Accrued self insurance obligations | 34,656 | 33,082 | ||||||
Deferred gain on sale and leaseback transaction | 62,782 | 66,087 | ||||||
Other long term liabilities | 4,905 | 5,231 | ||||||
Total long term liabilities | 110,048 | 112,272 | ||||||
Commitments and contingencies | ||||||||
Shareholders’ equity: | ||||||||
Common stock, par value $.01: 75,000,000 shares authorized, 50,585,604 and 50,524,424 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 506 | 505 | ||||||
Additional paid in capital | 361,432 | 360,942 | ||||||
Accumulated deficit | (247,385 | ) | (220,489 | ) | ||||
Accumulated other comprehensive income | 1,633 | 4,036 | ||||||
Total shareholders’ equity | 116,186 | 144,994 | ||||||
$ | 399,359 | $ | 475,908 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues: | ||||||||||||||||
Senior living revenue | $ | 270,882 | $ | 280,852 | $ | 545,407 | $ | 563,284 | ||||||||
Management fee revenue | 3,777 | 3,554 | 7,399 | 7,117 | ||||||||||||
Reimbursed costs incurred on behalf of managed communities | 68,439 | 65,619 | 135,809 | 130,313 | ||||||||||||
Total revenues | 343,098 | 350,025 | 688,615 | 700,714 | ||||||||||||
Operating expenses: | ||||||||||||||||
Senior living wages and benefits | 140,713 | 136,610 | 276,882 | 274,941 | ||||||||||||
Other senior living operating expenses | 75,764 | 74,573 | 149,541 | 147,842 | ||||||||||||
Costs incurred on behalf of managed communities | 68,439 | 65,619 | 135,809 | 130,313 | ||||||||||||
Rent expense | 52,113 | 51,514 | 104,358 | 102,745 | ||||||||||||
General and administrative expenses | 18,477 | 19,345 | 38,440 | 38,882 | ||||||||||||
Depreciation and amortization expense | 8,977 | 9,801 | 17,837 | 19,287 | ||||||||||||
Gain on sale of senior living communities | (1,509 | ) | — | (7,193 | ) | — | ||||||||||
Long lived asset impairment | 365 | 176 | 365 | 386 | ||||||||||||
Total operating expenses | 363,339 | 357,638 | 716,039 | 714,396 | ||||||||||||
Operating loss | (20,241 | ) | (7,613 | ) | (27,424 | ) | (13,682 | ) | ||||||||
Interest, dividend and other income | 218 | 208 | 385 | 392 | ||||||||||||
Interest and other expense | (604 | ) | (1,083 | ) | (1,307 | ) | (2,061 | ) | ||||||||
Unrealized gain (loss) on equity investments | 44 | — | (6 | ) | — | |||||||||||
Realized (loss) gain on sale of debt and equity investments, net of tax | (42 | ) | 242 | (10 | ) | 281 | ||||||||||
Loss before income taxes and equity in earnings of an investee | (20,625 | ) | (8,246 | ) | (28,362 | ) | (15,070 | ) | ||||||||
(Provision) benefit for income taxes | (281 | ) | 1,366 | (537 | ) | 1,275 | ||||||||||
Equity in earnings of an investee, net of tax | 12 | 374 | 56 | 502 | ||||||||||||
Net loss | $ | (20,894 | ) | $ | (6,506 | ) | $ | (28,843 | ) | $ | (13,293 | ) | ||||
Weighted average shares outstanding—basic and diluted | 49,653 | 49,192 | 49,624 | 49,177 | ||||||||||||
Net loss per share—basic and diluted | $ | (0.42 | ) | $ | (0.13 | ) | $ | (0.58 | ) | $ | (0.27 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss | $ | (20,894 | ) | $ | (6,506 | ) | $ | (28,843 | ) | $ | (13,293 | ) | |||
Other comprehensive income: | |||||||||||||||
Unrealized (loss) gain on investments, net of tax | (43 | ) | 87 | (440 | ) | 359 | |||||||||
Equity in unrealized gain (loss) of an investee, net of tax | 10 | 58 | (83 | ) | 180 | ||||||||||
Realized loss (gain) on investments reclassified and included in net loss, net of tax | 70 | (242 | ) | 67 | (281 | ) | |||||||||
Other comprehensive income | 37 | (97 | ) | (456 | ) | 258 | |||||||||
Comprehensive loss | $ | (20,857 | ) | $ | (6,603 | ) | $ | (29,299 | ) | $ | (13,035 | ) |
Six Months Ended June 30, | ||||||||
2018 | 2017 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (28,843 | ) | $ | (13,293 | ) | ||
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization expense | 17,837 | 19,287 | ||||||
Gain on sale of senior living communities | (7,193 | ) | — | |||||
Unrealized loss on equity investments | 6 | — | ||||||
Realized loss (gain) on sale of debt and equity investments | 10 | (281 | ) | |||||
Loss on disposal of property and equipment | 209 | 113 | ||||||
Long lived asset impairment | 365 | 386 | ||||||
Equity in earnings of an investee | (56 | ) | (502 | ) | ||||
Stock based compensation | 491 | 558 | ||||||
Provision for losses on receivables | 2,637 | 2,418 | ||||||
Amortization of deferred gain on sale and leaseback transaction | (3,305 | ) | (3,304 | ) | ||||
Other noncash expense (income) adjustments, net | 96 | 265 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | 187 | (3,343 | ) | |||||
Prepaid expenses and other assets | 4,766 | 559 | ||||||
Accounts payable and accrued expenses | (11,165 | ) | (1,299 | ) | ||||
Accrued compensation and benefits | 2,742 | 3,680 | ||||||
Due from related persons, net | (1,798 | ) | 6,938 | |||||
Other current and long term liabilities | (302 | ) | (609 | ) | ||||
Cash (used in) provided by operating activities | (23,316 | ) | 11,573 | |||||
Cash flows from investing activities: | ||||||||
Acquisition of property and equipment | (23,680 | ) | (38,012 | ) | ||||
Purchases of investments | (2,682 | ) | (9,389 | ) | ||||
Proceeds from sale of property and equipment | 8,529 | 19,308 | ||||||
Proceeds from sale of communities | 31,853 | — | ||||||
Proceeds from sale of investments | 4,981 | 12,791 | ||||||
Cash provided by (used in) investing activities | 19,001 | (15,302 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings on revolving credit facility | 5,000 | 35,000 | ||||||
Repayments of borrowings on revolving credit facility | (5,000 | ) | (35,000 | ) | ||||
Repayments of mortgage notes payable | (343 | ) | (672 | ) | ||||
Payment of deferred financing fees | — | (1,898 | ) | |||||
Cash used in financing activities | (343 | ) | (2,570 | ) | ||||
Cash flows from discontinued operations: | ||||||||
Net cash provided by operating activities | — | 1,003 | ||||||
Net cash flows provided by discontinued operations | — | 1,003 | ||||||
Change in cash and cash equivalents and restricted cash | (4,658 | ) | (5,296 | ) | ||||
Cash and cash equivalents and restricted cash at beginning of period | 48,478 | 33,576 | ||||||
Cash and cash equivalents and restricted cash at end of period | $ | 43,820 | $ | 28,280 | ||||
Reconciliation of cash and cash equivalents and restricted cash: | ||||||||
Cash and cash equivalents | $ | 22,137 | $ | 7,200 | ||||
Restricted cash | 21,683 | 21,080 | ||||||
Cash and cash equivalents and restricted cash at end of period | $ | 43,820 | $ | 28,280 | ||||
Supplemental cash flow information: | ||||||||
Cash paid for interest | $ | 1,002 | $ | 1,914 | ||||
Cash paid for income taxes, net | $ | 348 | $ | 198 | ||||
Non-cash activities: | ||||||||
Real estate sale | $ | 33,364 | $ | — | ||||
Mortgage notes assumed by purchaser in real estate sale | $ | 33,364 | $ | — |
Three Months Ended June 30, 2018 | Six Months Ended June 30, 2018 | |||||
Leasing revenue (1) | 161,778 | 323,882 | ||||
Revenue from contracts with customers: | ||||||
Medicare and Medicaid programs (1) | 61,824 | 126,427 | ||||
Additional requested services, and private pay and other third party payer SNF services (1) | 47,280 | 95,098 | ||||
Management fee revenue | 3,777 | 7,399 | ||||
Reimbursed costs incurred on behalf of managed communities | 68,439 | 135,809 | ||||
181,320 | 364,733 | |||||
Total revenues | 343,098 | 688,615 |
(1) | Included in senior living revenue in our consolidated statements of operations. |
June 30, 2018 | December 31, 2017 | |||||||
Land | $ | 16,383 | $ | 16,383 | ||||
Buildings and improvements | 208,079 | 211,812 | ||||||
Furniture, fixtures and equipment | 225,395 | 208,262 | ||||||
Property and equipment, at cost | 449,857 | 436,457 | ||||||
Accumulated depreciation | (202,229 | ) | (184,953 | ) | ||||
Property and equipment, net | $ | 247,628 | $ | 251,504 |
Equity Investment of an Investee | Investments | Accumulated Other Comprehensive Income | ||||||||||
Balance at January 1, 2018 | $ | 642 | $ | 3,394 | $ | 4,036 | ||||||
Cumulative effect of reclassification of unrealized gain on equity investments in connection with the adoption of FASB ASU No. 2016-01 | (840 | ) | (1,107 | ) | (1,947 | ) | ||||||
Unrealized loss on investments, net of tax | — | (440 | ) | (440 | ) | |||||||
Equity in unrealized loss of an investee, net of tax | (83 | ) | — | (83 | ) | |||||||
Realized loss on investments reclassified and included in net loss, net of tax | — | 67 | 67 | |||||||||
Balance at June 30, 2018 | $ | (281 | ) | $ | 1,914 | $ | 1,633 |
As of June 30, 2018 | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Cash equivalents(1) | $ | 24,137 | $ | 24,137 | $ | — | $ | — | ||||||||
Investments: | ||||||||||||||||
Equity investments(2) | ||||||||||||||||
Financial services industry | 1,935 | 1,935 | — | — | ||||||||||||
REIT industry | 123 | 123 | — | — | ||||||||||||
Other | 4,036 | 4,036 | — | — | ||||||||||||
Total equity investments | 6,094 | 6,094 | — | — | ||||||||||||
Debt investments:(3) | ||||||||||||||||
International bond fund(4) | 2,492 | — | 2,492 | — | ||||||||||||
High yield fund(5) | 2,755 | — | 2,755 | — | ||||||||||||
Industrial bonds | 2,049 | — | 2,049 | — | ||||||||||||
Technology bonds | 2,617 | — | 2,617 | — | ||||||||||||
Government bonds | 10,509 | 10,509 | — | — | ||||||||||||
Energy bonds | 592 | — | 592 | — | ||||||||||||
Financial bonds | 1,460 | — | 1,460 | — | ||||||||||||
Other | 2,012 | — | 2,012 | — | ||||||||||||
Total debt investments | 24,486 | 10,509 | 13,977 | — | ||||||||||||
Total investments | 30,580 | 16,603 | 13,977 | — | ||||||||||||
Total | $ | 54,717 | $ | 40,740 | $ | 13,977 | $ | — |
As of December 31, 2017 | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Cash equivalents(1) | $ | 23,578 | $ | 23,578 | ||||||||||||
Investments: | ||||||||||||||||
Equity investments(2) | ||||||||||||||||
Financial services industry | 2,199 | 2,199 | — | — | ||||||||||||
REIT industry | 145 | 145 | — | — | ||||||||||||
Other | 4,094 | 4,094 | — | — | ||||||||||||
Total equity investments | 6,438 | 6,438 | — | — | ||||||||||||
Debt investments(3) | ||||||||||||||||
International bond fund(4) | 2,511 | — | 2,511 | — | ||||||||||||
High yield fund(5) | 2,744 | — | 2,744 | — | ||||||||||||
Industrial bonds | 2,017 | — | 2,017 | — | ||||||||||||
Technology bonds | 2,972 | — | 2,972 | — | ||||||||||||
Government bonds | 10,707 | 10,610 | 97 | — | ||||||||||||
Energy bonds | 1,216 | — | 1,216 | — | ||||||||||||
Financial bonds | 1,423 | — | 1,423 | — | ||||||||||||
Other | 3,254 | — | 3,254 | — | ||||||||||||
Total debt investments | 26,844 | 10,610 | 16,234 | — | ||||||||||||
Total investments | 33,282 | 17,048 | 16,234 | — | ||||||||||||
Total | $ | 56,860 | $ | 40,626 | $ | 16,234 | $ | — |
(1) | Cash equivalents consist of short term, highly liquid investments and money market funds held principally for obligations arising from our self insurance programs. Cash equivalents are reported in our condensed consolidated balance sheets as cash and cash equivalents and current and long term restricted cash. Cash equivalents include $20,518 and $20,316 of balances that are restricted at June 30, 2018 and December 31, 2017, respectively. |
(2) | The fair value of our equity investments is readily determinable. During the six months ended June 30, 2018 and 2017, we received gross proceeds of $561 and $2,772, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $65 and $313, respectively, and gross realized losses totaling $4 and $142, respectively. |
(3) | As of June 30, 2018, our debt investments, which are classified as available for sale, had a fair value of $24,486 with an amortized cost of $23,601; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,296, net of unrealized losses of $411. As of December 31, 2017, our debt investments had a fair value of $26,844 with an amortized cost of $25,589; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $1,401, net of unrealized losses of $146. Debt investments include $15,616 and $18,068 of balances that are restricted as of June 30, 2018 and December 31, 2017, respectively. At June 30, 2018, 53 of the securities we hold, with a fair value of $15,226, have been in a loss position for less than 12 months and eight of the investments we hold, with a fair value of $1,824, have been in a loss position for greater than 12 months. We do not believe these investments are impaired primarily because they have not been in a loss position for an extended period of time, the financial conditions of the issuers of these investments remain strong with solid fundamentals, or we intend to hold these investments until recovery, and other factors that support our conclusion that the loss is temporary. During the six months ended June 30, 2018 and 2017, we received gross proceeds of $4,420 and $10,019, respectively, in connection with the sales of debt investments and recorded gross realized gains totaling $9 and $139, respectively, and gross realized losses totaling $80 and $29, respectively. We record gains and losses on the sales of these investments using the specific identification method. |
(4) | The investment strategy of this fund is to invest principally in fixed income securities issued by non-U.S. issuers. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund’s investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of U.S. dollar investment grade fixed income securities. There are no unfunded commitments and the investment can be redeemed weekly. |
(5) | The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles as it considers appropriate to achieve the fund’s investment objective, which is to provide an above average rate of total return while attempting to limit investment risk by investing in a diversified portfolio of primarily fixed income securities issued by companies with below investment grade ratings. There are no unfunded commitments and the investment can be redeemed weekly. |
Balance as of | Contractual Stated | Effective | Monthly | |||||||||||||||||||
June 30, 2018 | Interest Rate | Interest Rate | Maturity Date | Payment | Lender Type | |||||||||||||||||
$ | 8,324 | (1) | 6.20 | % | 6.70 | % | September 2032 | $ | 72 | Federal Home Loan Mortgage Corporation |
(1) | Contractual principal payment excluding unamortized discount and debt issuance costs of $292. |
Three Months Ended June 30, | ||||||||||||||||
(dollars in thousands, except average monthly rate) | 2018 | 2017 | Change | %/bps Change | ||||||||||||
Senior living revenue | $ | 270,882 | $ | 280,852 | $ | (9,970 | ) | (3.5 | )% | |||||||
Management fee revenue | 3,777 | 3,554 | 223 | 6.3 | % | |||||||||||
Reimbursed costs incurred on behalf of managed communities | 68,439 | 65,619 | 2,820 | 4.3 | % | |||||||||||
Total revenues | 343,098 | 350,025 | (6,927 | ) | (2.0 | )% | ||||||||||
Senior living wages and benefits | (140,713 | ) | (136,610 | ) | 4,103 | 3.0 | % | |||||||||
Other senior living operating expenses | (75,764 | ) | (74,573 | ) | 1,191 | 1.6 | % | |||||||||
Costs incurred on behalf of managed communities | (68,439 | ) | (65,619 | ) | 2,820 | 4.3 | % | |||||||||
Rent expense | (52,113 | ) | (51,514 | ) | 599 | 1.2 | % | |||||||||
General and administrative expenses | (18,477 | ) | (19,345 | ) | (868 | ) | (4.5 | )% | ||||||||
Depreciation and amortization expense | (8,977 | ) | (9,801 | ) | (824 | ) | (8.4 | )% | ||||||||
Gain on sale of senior living communities | 1,509 | — | 1,509 | 100.0 | % | |||||||||||
Long lived asset impairment | (365 | ) | (176 | ) | 189 | 107.4 | % | |||||||||
Interest, dividend and other income | 218 | 208 | 10 | 4.8 | % | |||||||||||
Interest and other expense | (604 | ) | (1,083 | ) | (479 | ) | (44.2 | )% | ||||||||
Unrealized gain on equity investments | 44 | — | 44 | 100.0 | % | |||||||||||
Realized (loss) gain on sale of debt and equity investment, net of tax | (42 | ) | 242 | (284 | ) | (117.4 | )% | |||||||||
(Provision) benefit for income taxes | (281 | ) | 1,366 | 1,647 | 120.6 | % | ||||||||||
Equity in earnings of an investee, net of tax | 12 | 374 | (362 | ) | (96.8 | )% | ||||||||||
Net loss | $ | (20,894 | ) | $ | (6,506 | ) | $ | (14,388 | ) | (221.1 | )% | |||||
Total number of communities (end of period): | ||||||||||||||||
Owned and leased communities | 208 | 215 | (7 | ) | (3.3 | )% | ||||||||||
Managed communities | 75 | 68 | 7 | 10.3 | % | |||||||||||
Number of total communities | 283 | 283 | — | — | % | |||||||||||
Total number of living units (end of period): | ||||||||||||||||
Owned and leased living units (1) | 22,290 | 23,014 | (724 | ) | (3.1 | )% | ||||||||||
Managed living units (1) | 9,510 | 8,806 | 704 | 8.0 | % | |||||||||||
Number of total living units (1) | 31,800 | 31,820 | (20 | ) | (0.1 | )% | ||||||||||
Owned and leased communities: | ||||||||||||||||
Occupancy % (1) | 81.4 | % | 83.1 | % | n/a | (170 | ) | bps | ||||||||
Average monthly rate (2) | $ | 4,709 | $ | 4,715 | $ | (6 | ) | (0.1 | )% | |||||||
Percent of senior living revenue from Medicaid | 12.2 | % | 11.6 | % | n/a | 60 | bps | |||||||||
Percent of senior living revenue from Medicare | 10.6 | % | 11.4 | % | n/a | (80 | ) | bps | ||||||||
Percent of senior living revenue from private and other sources | 77.2 | % | 77.0 | % | n/a | 20 | bps |
Three Months Ended June 30, | ||||||||||||||||
(dollars in thousands, except average monthly rate) | 2018 | 2017 | Change | %/bps Change | ||||||||||||
Senior living revenue | $ | 268,851 | $ | 273,594 | $ | (4,743 | ) | (1.7 | )% | |||||||
Management fee revenue | 3,316 | 3,318 | (2 | ) | (0.1 | )% | ||||||||||
Senior living wages and benefits | (139,478 | ) | (133,532 | ) | 5,946 | 4.5 | % | |||||||||
Other senior living operating expenses | (74,866 | ) | (72,691 | ) | 2,175 | 3.0 | % | |||||||||
Total number of communities (end of period): | ||||||||||||||||
Owned and leased communities | 208 | 208 | — | — | % | |||||||||||
Managed communities | 68 | 68 | — | — | % | |||||||||||
Number of total communities | 276 | 276 | — | — | % | |||||||||||
Total number of living units (end of period): | ||||||||||||||||
Owned and leased living units (1) | 22,290 | 22,322 | (32 | ) | (0.1 | )% | ||||||||||
Managed living units (1) | 8,817 | 8,806 | 11 | 0.1 | % | |||||||||||
Number of total living units (1) | 31,107 | 31,128 | (21 | ) | (0.1 | )% | ||||||||||
Owned and leased communities (1): | ||||||||||||||||
Occupancy % (1) | 81.4 | % | 82.9 | % | n/a | (150 | ) | bps | ||||||||
Average monthly rate (2) | $ | 4,719 | $ | 4,744 | $ | (25 | ) | (0.5 | )% | |||||||
Percent of senior living revenue from Medicaid | 12.2 | % | 11.6 | % | n/a | 60 | bps | |||||||||
Percent of senior living revenue from Medicare | 11.0 | % | 11.4 | % | n/a | (40 | ) | bps | ||||||||
Percent of senior living revenue from private and other sources | 76.8 | % | 77.0 | % | n/a | (20 | ) | bps |
Six Months Ended June 30, | ||||||||||||||||
(dollars in thousands, except average monthly rate) | 2018 | 2017 | Change | %/bps Change | ||||||||||||
Senior living revenue | $ | 545,407 | $ | 563,284 | $ | (17,877 | ) | (3.2 | )% | |||||||
Management fee revenue | 7,399 | 7,117 | 282 | 4.0 | % | |||||||||||
Reimbursed costs incurred on behalf of managed communities | 135,809 | 130,313 | 5,496 | 4.2 | % | |||||||||||
Total revenues | 688,615 | 700,714 | (12,099 | ) | (1.7 | )% | ||||||||||
Senior living wages and benefits | (276,882 | ) | (274,941 | ) | 1,941 | 0.7 | % | |||||||||
Other senior living operating expenses | (149,541 | ) | (147,842 | ) | 1,699 | 1.1 | % | |||||||||
Costs incurred on behalf of managed communities | (135,809 | ) | (130,313 | ) | 5,496 | 4.2 | % | |||||||||
Rent expense | (104,358 | ) | (102,745 | ) | 1,613 | 1.6 | % | |||||||||
General and administrative expenses | (38,440 | ) | (38,882 | ) | (442 | ) | (1.1 | )% | ||||||||
Depreciation and amortization expense | (17,837 | ) | (19,287 | ) | (1,450 | ) | (7.5 | )% | ||||||||
Gain on sale of senior living communities | 7,193 | — | 7,193 | 100.0 | % | |||||||||||
Long lived asset impairment | (365 | ) | (386 | ) | (21 | ) | (5.4 | )% | ||||||||
Interest, dividend and other income | 385 | 392 | (7 | ) | (1.8 | )% | ||||||||||
Interest and other expense | (1,307 | ) | (2,061 | ) | (754 | ) | (36.6 | )% | ||||||||
Unrealized loss on equity investments | (6 | ) | — | (6 | ) | (100.0 | )% | |||||||||
Realized (loss) gain on sale of debt and equity investment, net of tax | (10 | ) | 281 | (291 | ) | (103.6 | )% | |||||||||
(Provision) benefit for income taxes | (537 | ) | 1,275 | 1,812 | 142.1 | % | ||||||||||
Equity in earnings of an investee, net of tax | 56 | 502 | (446 | ) | (88.8 | )% | ||||||||||
Net loss | $ | (28,843 | ) | $ | (13,293 | ) | $ | (15,550 | ) | (117.0 | )% | |||||
Total number of communities (end of period): | ||||||||||||||||
Owned and leased communities | 208 | 215 | (7 | ) | (3.3 | )% | ||||||||||
Managed communities | 75 | 68 | 7 | 10.3 | % | |||||||||||
Number of total communities | 283 | 283 | — | — | % | |||||||||||
Total number of living units (end of period): | ||||||||||||||||
Owned and leased living units (1) | 22,290 | 23,014 | (724 | ) | (3.1 | )% | ||||||||||
Managed living units (1) | 9,510 | 8,806 | 704 | 8.0 | % | |||||||||||
Number of total living units (1) | 31,800 | 31,820 | (20 | ) | (0.1 | )% | ||||||||||
Owned and leased communities: | ||||||||||||||||
Occupancy % (1) | 81.5 | % | 83.3 | % | n/a | (180 | ) | bps | ||||||||
Average monthly rate (2) | $ | 4,752 | $ | 4,735 | $ | 17 | 0.4 | % | ||||||||
Percent of senior living revenue from Medicaid | 12.2 | % | 11.4 | % | n/a | 80 | bps | |||||||||
Percent of senior living revenue from Medicare | 11.0 | % | 11.7 | % | n/a | (70 | ) | bps | ||||||||
Percent of senior living revenue from private and other sources | 76.8 | % | 76.9 | % | n/a | (10 | ) | bps |
Six Months Ended June 30, | ||||||||||||||||
(dollars in thousands, except average monthly rate) | 2018 | 2017 | Change | %/bps Change | ||||||||||||
Senior living revenue | $ | 539,866 | $ | 548,719 | $ | (8,853 | ) | (1.6 | )% | |||||||
Management fee revenue | 6,626 | 6,617 | 9 | 0.1 | % | |||||||||||
Senior living wages and benefits | (273,927 | ) | (268,743 | ) | 5,184 | 1.9 | % | |||||||||
Other senior living operating expenses | (147,450 | ) | (143,988 | ) | 3,462 | 2.4 | % | |||||||||
Total number of communities (end of period): | ||||||||||||||||
Owned and leased communities | 208 | 208 | — | — | % | |||||||||||
Managed communities | 68 | 68 | — | — | % | |||||||||||
Number of total communities | 276 | 276 | — | — | % | |||||||||||
Total number of living units (end of period): | ||||||||||||||||
Owned and leased living units (1) | 22,290 | 22,322 | (32 | ) | (0.1 | )% | ||||||||||
Managed living units (1) | 8,817 | 8,806 | 11 | 0.1 | % | |||||||||||
Number of total living units (1) | 31,107 | 31,128 | (21 | ) | (0.1 | )% | ||||||||||
Owned and leased communities (1): | ||||||||||||||||
Occupancy % (1) | 81.5 | % | 83.1 | % | n/a | (160 | ) | bps | ||||||||
Average monthly rate (2) | $ | 4,759 | $ | 4,764 | $ | (5 | ) | (0.1 | )% | |||||||
Percent of senior living revenue from Medicaid | 11.9 | % | 11.3 | % | n/a | 60 | bps | |||||||||
Percent of senior living revenue from Medicare | 11.0 | % | 11.7 | % | n/a | (70 | ) | bps | ||||||||
Percent of senior living revenue from private and other sources | 77.1 | % | 77.0 | % | n/a | 10 | bps |
• | OUR ABILITY TO OPERATE OUR SENIOR LIVING COMMUNITIES PROFITABLY, |
• | OUR ABILITY TO COMPLY AND TO REMAIN IN COMPLIANCE WITH APPLICABLE MEDICARE, MEDICAID AND OTHER FEDERAL AND STATE REGULATORY, RULE MAKING AND RATE SETTING REQUIREMENTS, |
• | OUR ABILITY TO MEET OUR RENT AND DEBT OBLIGATIONS, |
• | THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR CREDIT FACILITY, |
• | OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL, |
• | OUR ABILITY TO INCREASE THE NUMBER OF SENIOR LIVING COMMUNITIES AND RESIDENTS WE SERVE AND TO GROW OUR OTHER SOURCES OF REVENUES, INCLUDING REHABILITATION AND WELLNESS SERVICES AND OTHER SERVICES WE MAY PROVIDE, |
• | OUR ABILITY TO COMPETE FOR ACQUISITIONS EFFECTIVELY, |
• | OUR ABILITY TO SELL COMMUNITIES WE OFFER FOR SALE, |
• | OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP INTEREST IN AND OTHER RELATIONSHIPS WITH AIC AND FROM OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC, |
• | THE IMPACT OF THE ACA, OR THE POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION OF THE ACA, AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS ON US, AND |
• | OTHER MATTERS. |
• | CHANGES IN MEDICARE OR MEDICAID POLICIES, INCLUDING THOSE THAT MAY RESULT FROM THE ACA, OR THE POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION OF THE ACA, AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS, WHICH COULD RESULT IN REDUCED MEDICARE OR MEDICAID RATES OR A FAILURE OF SUCH RATES TO COVER OUR COSTS OR LIMIT THE SCOPE OR FUNDING OF EITHER OR BOTH PROGRAMS, |
• | THE IMPACT OF CONDITIONS AND CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR RESIDENTS AND OTHER CUSTOMERS, |
• | COMPETITION WITHIN THE SENIOR LIVING AND OTHER HEALTHCARE RELATED SERVICES BUSINESSES, |
• | INCREASES IN TORT AND INSURANCE LIABILITY COSTS, |
• | INCREASES IN OUR LABOR COSTS OR IN COSTS WE PAY FOR GOODS AND SERVICES, |
• | ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING DIRECTORS, SNH, RMR LLC, ABP TRUST, AIC AND OTHERS AFFILIATED WITH THEM, |
• | DELAYS OR NONPAYMENTS OF GOVERNMENT PAYMENTS TO US THAT COULD RESULT FROM GOVERNMENT SHUTDOWNS OR OTHER CIRCUMSTANCES, |
• | COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS THAT COULD AFFECT OUR SERVICES OR IMPOSE REQUIREMENTS, COSTS AND ADMINISTRATIVE BURDENS THAT MAY REDUCE OUR ABILITY TO PROFITABLY OPERATE OUR BUSINESS, AND |
• | ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL. |
• | THE VARIOUS FEDERAL AND STATE GOVERNMENT AGENCIES WHICH PAY US FOR THE SERVICES WE PROVIDE TO SOME OF OUR RESIDENTS ARE CURRENTLY EXPERIENCING BUDGETARY CONSTRAINTS AND MAY LOWER THE MEDICARE, MEDICAID AND OTHER RATES THEY PAY US. BECAUSE WE OFTEN CANNOT LOWER THE QUALITY OF THE SERVICES WE PROVIDE TO MATCH THE AVAILABLE MEDICARE, MEDICAID AND OTHER RATES WE ARE PAID, WE MAY EXPERIENCE LOSSES AND SUCH LOSSES MAY BE MATERIAL, |
• | WE EXPECT TO ENTER ADDITIONAL LEASE OR MANAGEMENT ARRANGEMENTS WITH SNH FOR ADDITIONAL SENIOR LIVING COMMUNITIES THAT SNH OWNS OR MAY ACQUIRE IN THE FUTURE. HOWEVER, WE CANNOT BE SURE THAT WE WILL ENTER ANY ADDITIONAL LEASES OR MANAGEMENT ARRANGEMENTS WITH SNH, |
• | OUR ABILITY TO OPERATE SENIOR LIVING COMMUNITIES PROFITABLY DEPENDS UPON MANY FACTORS, INCLUDING OUR ABILITY TO INTEGRATE NEW COMMUNITIES INTO OUR EXISTING OPERATIONS, AS WELL AS SOME FACTORS WHICH ARE BEYOND OUR CONTROL, SUCH AS THE DEMAND FOR OUR SERVICES ARISING FROM ECONOMIC CONDITIONS GENERALLY AND COMPETITION FROM OTHER PROVIDERS OF SENIOR LIVING SERVICES. WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE, OPERATE, COMPETE AND PROFITABLY MANAGE NEW COMMUNITIES, |
• | OUR BELIEF THAT THE AGING OF THE U.S. POPULATION AND INCREASING LIFE SPANS OF SENIORS WILL INCREASE DEMAND FOR SENIOR LIVING COMMUNITIES AND SERVICES MAY NOT BE REALIZED OR MAY NOT RESULT IN INCREASED DEMAND FOR OUR SERVICES, |
• | OUR MARKETING INITIATIVES MAY NOT SUCCEED IN INCREASING OUR OCCUPANCY AND REVENUES, AND THEY MAY COST MORE THAN ANY INCREASED REVENUES THEY MAY GENERATE, |
• | AT JUNE 30, 2018, WE HAD $22.1 MILLION OF UNRESTRICTED CASH AND CASH EQUIVALENTS AND $60.9 MILLION AVAILABLE FOR BORROWING UNDER OUR CREDIT FACILITY. IN ADDITION, WE HAVE SOLD IMPROVEMENTS TO SNH IN THE PAST AND EXPECT IN THE FUTURE TO REQUEST TO SELL ADDITIONAL IMPROVEMENTS TO SNH FOR INCREASED RENT PURSUANT TO OUR LEASES WITH SNH. THESE STATEMENTS MAY IMPLY THAT WE HAVE SUFFICIENT CASH LIQUIDITY. HOWEVER, OUR OPERATIONS AND BUSINESS REQUIRE SIGNIFICANT AMOUNTS OF WORKING CASH AND REQUIRE US TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO MAINTAIN OUR COMPETITIVENESS. FURTHER, SNH IS NOT OBLIGATED TO PURCHASE IMPROVEMENTS WE MAY MAKE TO THE LEASED COMMUNITIES. IN ADDITION, WE MAY FAIL TO COMPLY WITH COVENANTS OR OTHER CONDITIONS TO OUR BORROWING AMOUNTS UNDER OUR CREDIT FACILITY. ACCORDINGLY, WE MAY NOT HAVE SUFFICIENT CASH LIQUIDITY, |
• | CIRCUMSTANCES THAT ADVERSELY AFFECT THE ABILITY OF SENIORS OR THEIR FAMILIES TO PAY FOR OUR SERVICES, SUCH AS ECONOMIC DOWNTURNS, WEAKENING HOUSING MARKET CONDITIONS, HIGHER LEVELS OF UNEMPLOYMENT AMONG OUR RESIDENTS' OR POTENTIAL RESIDENTS' FAMILY MEMBERS, LOWER LEVELS OF CONSUMER CONFIDENCE, STOCK MARKET |
• | RESIDENTS WHO PAY FOR OUR SERVICES WITH THEIR PRIVATE RESOURCES MAY BECOME UNABLE TO AFFORD OUR SERVICES, RESULTING IN DECREASED OCCUPANCY AND DECREASED REVENUES AT OUR SENIOR LIVING COMMUNITIES AND OUR INCREASED RELIANCE ON LOWER RATES FROM GOVERNMENT AGENCIES AND OTHER PAYERS, |
• | WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE, |
• | THE OPTIONS TO EXTEND THE MATURITY DATE OF OUR CREDIT FACILITY ARE SUBJECT TO OUR PAYMENT OF EXTENSION FEES AND MEETING OTHER CONDITIONS, BUT THE APPLICABLE CONDITIONS MAY NOT BE MET, |
• | ACTUAL COSTS UNDER OUR CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH OUR CREDIT FACILITY, |
• | THE LENDERS UNDER OUR CREDIT FACILITY HAVE WAIVED FOR THE WAIVER PERIOD ANY DEFAULT RESULTING FROM OUR NON-COMPLIANCE WITH THE LEVERAGE AND FIXED CHARGE COVERAGE RATIO COVENANTS CONTAINED IN OUR CREDIT AGREEMENT, WHICH MAY IMPLY THAT WE WILL BE IN COMPLIANCE WITH THOSE COVENANTS AS OF OR PRIOR TO THE END OF THE WAIVER PERIOD. HOWEVER, WE CANNOT BE SURE THAT WE WILL BE IN COMPLIANCE WITH THOSE COVENANTS BY THE END OF THE WAIVER PERIOD OR THAT OUR LENDERS WOULD GRANT US ANY FURTHER WAIVER OF ANY DEFAULT BEYOND THE END OF THE WAIVER PERIOD IF WE ARE NOT IN COMPLIANCE WITH THOSE COVENANTS AS OF THAT TIME, |
• | THE AMOUNT OF AVAILABLE BORROWINGS UNDER OUR CREDIT FACILITY IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, WHICH IS PRIMARILY BASED ON THE VALUE OF THE ASSETS SECURING OUR OBLIGATIONS UNDER OUR CREDIT FACILITY. ACCORDINGLY, THE MAXIMUM AVAILABILITY OF BORROWINGS UNDER OUR CREDIT FACILITY AT ANY TIME MAY BE LESS THAN $100.0 MILLION. ALSO, THE AVAILABILITY OF BORROWINGS UNDER OUR CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CONDITIONS THAT WE MAY BE UNABLE TO SATISFY, |
• | IN DECEMBER 2017, WE SUBMITTED A FINAL SUPPLEMENTAL DISCLOSURE TO THE OIG, REGARDING OUR VOLUNTARY DISCLOSURE OF CERTAIN DOCUMENTATION DEFICIENCIES RELATED TO MEDICARE RECORDS AND OTHER MATTERS AT ONE OF OUR SKILLED NURSING FACILITIES. ALTHOUGH WE HAVE ACCRUED AN ESTIMATED REVENUE RESERVE FOR HISTORICAL MEDICARE PAYMENTS WE EXPECT TO REPAY AND WE HAVE ACCRUED AN ESTIMATED RESERVE FOR ADDITIONAL ASSOCIATED COSTS WE HAVE INCURRED OR EXPECT TO INCUR, INCLUDING OIG IMPOSED PENALTIES, WE CANNOT BE SURE THAT OUR RESERVES WILL BE ADEQUATE TO COVER THE FINAL REPAYMENT OBLIGATIONS WE ARE FINALLY DETERMINED TO OWE OR ANY ADDITIONAL ASSOCIATED COSTS. ALSO, OTHER DEFICIENCIES MAY BE DISCOVERED THAT COULD INCREASE OUR LIABILITY TO THE OIG AND THE ASSOCIATED COSTS, |
• | OUR ACTIONS AND APPROACH TO MANAGING OUR INSURANCE COSTS, INCLUDING OUR OPERATING AN OFFSHORE CAPTIVE INSURANCE COMPANY AND SELF INSURING WITH RESPECT TO CERTAIN LIABILITY MATTERS, MAY NOT BE SUCCESSFUL AND COULD RESULT IN OUR INCURRING SIGNIFICANT COSTS AND LIABILITIES THAT WE WILL BE RESPONSIBLE FOR FUNDING, |
• | CONTINGENCIES IN OUR AND SNH’S APPLICABLE ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR AND SNH’S APPLICABLE PENDING ACQUISITIONS AND SALES AND ANY RELATED LEASES, MANAGEMENT OR POOLING ARRANGEMENTS WE MAY EXPECT TO ENTER MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE, |
• | WE MAY NOT BE ABLE TO SELL PROPERTIES THAT WE MAY SEEK TO SELL ON TERMS ACCEPTABLE TO US OR OTHERWISE, |
• | WE MAY FAIL TO SATISFY THE LISTING STANDARDS OF THE NASDAQ STOCK MARKET LLC, OR NASDAQ, WHICH COULD RESULT IN THE DELISTING OF OUR COMMON SHARES FROM NASDAQ, |
• | WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING SNH, RMR LLC, ABP TRUST, AIC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE, AND |
• | OUR SENIOR LIVING COMMUNITIES ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION, LICENSURE AND OVERSIGHT. WE SOMETIMES EXPERIENCE DEFICIENCIES IN THE OPERATION OF OUR SENIOR LIVING COMMUNITIES, AND SOME OF OUR COMMUNITIES MAY BE PROHIBITED FROM ADMITTING NEW RESIDENTS, OR OUR LICENSE TO CONTINUE OPERATIONS AT A COMMUNITY MAY BE REVOKED. ALSO, OPERATING DEFICIENCIES OR A LICENSE REVOCATION AT ONE OR MORE OF OUR SENIOR LIVING COMMUNITIES MAY HAVE AN ADVERSE IMPACT ON OUR ABILITY TO OBTAIN LICENSES FOR, OR ATTRACT RESIDENTS TO, OUR OTHER COMMUNITIES. |
Exhibit Number | Description | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
4.1 | ||
4.2 | ||
10.1 | ||
10.2 | ||
10.3 |
10.4 | ||
10.5 | ||
31.1 | ||
31.2 | ||
32.1 | ||
99.1 | ||
99.2 | ||
99.3 | ||
101.1 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.) |
FIVE STAR SENIOR LIVING INC. | |
/s/ Bruce J. Mackey Jr. | |
Bruce J. Mackey Jr. | |
President and Chief Executive Officer | |
Dated: August 9, 2018 | |
/s/ Richard A. Doyle | |
Richard A. Doyle | |
Executive Vice President, Chief Financial Officer and Treasurer | |
(Principal Financial and Accounting Officer) | |
Dated: August 9, 2018 |
(a) | “Board” means the board of directors of the Company. |
(a) | If to Indemnitee, to: The address set forth on the signature page hereto. |
(b) | If to the Company to: |
Inf | FIVE STAR SENIOR LIVING INC. | |
By: | ||
Name: | ||
Title: | ||
[INDEMNITEE] | ||
Indemnitee’s Address: | ||
[ ] |
WITNESS: | ||
Print name of witness | Print name of Indemnitee |
Name of Signatory | Date |
Richard A. Doyle | May 17, 2018 |
Donna D. Fraiche | May 17, 2018 |
Bruce M. Gans | May 17, 2018 |
Barbara D. Gilmore | May 17, 2018 |
R. Scott Herzig | May 17, 2018 |
Bruce J. Mackey Jr. | May 17, 2018 |
Gerard M. Martin | May 17, 2018 |
Adam D. Portnoy | May 17, 2018 |
Katherine E. Potter | May 17, 2018 |
By: | CCC Leisure Park Corporation, its General Partner |
By: | LIFETRUST AMERICA, INC., |
By: | MORNINGSIDE OF SOUTH CAROLINA, L.P., a Delaware limited partnership, its Sole Member |
By: | LIFETRUST AMERICA, INC., a Tennessee corporation, its General Partner |
By: | /s/ Bruce J. Mackey Jr. |
By: | MORNINGSIDE OF ALABAMA, L.P., a Delaware limited partnership, its Sole Member |
By: | LIFETRUST AMERICA, INC., a Tennessee corporation, its General Partner |
By: | /s/ Bruce J. Mackey Jr._________ |
By: | MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP, a Delaware limited partnership, its Sole Member |
By: | LIFETRUST AMERICA, INC., a Tennessee corporation, its General Partner |
By: | /s/ Bruce J. Mackey Jr. |
By: | MORNINGSIDE OF GEORGIA, L.P., a Delaware limited partnership, its Sole Member |
By: | LIFETRUST AMERICA, INC., a Tennessee corporation, its General Partner |
By: | /s/ Bruce J. Mackey Jr. |
By: | MORNINGSIDE OF TENNESSEE, LLC, a Delaware limited liability company, its Sole Member |
By: | /s/ Bruce J. Mackey Jr. |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-1 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-2 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-3 | Somerford Place - Encinitas 1350 South El Camino Real Encinitas, CA 92024 | 2009 | $3,092,467 | 03/31/2008 | 8% |
A-4 | Somerford Place - Fresno 6075 North Marks Avenue Fresno, CA 93711 | 2009 | $3,424,896 | 03/31/2008 | 8% |
A-5 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-6 | Somerford Place – Redlands 1319 Brookside Avenue Redlands, CA 92373 | 2009 | $3,065,084 | 03/31/2008 | 8% |
A-7 | Somerford Place - Roseville 110 Sterling Court Roseville, CA 95661 | 2009 | $2,802,082 | 03/31/2008 | 8% |
A-8 | Leisure Pointe 1371 Parkside Drive San Bernardino, CA 92404 | 2007 | $1,936,220 | 09/01/2006 | 8.25% |
A-9 | Van Nuys Health Care Center 6835 Hazeltine Street Van Nuys, CA 91405 | 2005 | $3,626,353 | 12/31/2001 | 10% |
A-10 | Mantey Heights Rehabilitation & Care Center 2825 Patterson Road Grand Junction, CO 81506 | 2005 | $5,564,949 | 12/31/2001 | 10% |
A-11 | Cherrelyn Healthcare Center 5555 South Elati Street Littleton, CO 80120 | 2005 | $12,574,200 | 12/31/2001 | 10% |
A-12 | Somerford House and Somerford Place – Newark I & II 501 South Harmony Road and 4175 Ogletown Road Newark, DE 19713 | 2009 | $6,341,636 | 03/31/2008 | 8% |
A-13 | Tuscany Villa Of Naples (aka Buena Vida) 8901 Tamiami Trail East Naples, FL 34113 | 2008 | $2,157,675 | 09/01/2006 | 8.25% |
A-14 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-15 | Morningside of Columbus 7100 South Stadium Drive Columbus, GA 31909 | 2006 | $1,381,462 | 11/19/2004 | 9% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-16 | Morningside of Dalton 2470 Dug Gap Road Dalton, GA 30720 | 2006 | $1,196,357 | 11/19/2004 | 9% |
A-17 | Morningside of Evans 353 North Belair Road Evans, GA 30809 | 2006 | $1,433,421 | 11/19/2004 | 9% |
A-18 | Vacant Land Adjacent to Morningside of Macon 6191 Peake Road Macon, GA 31220 | 2006 | N/A | 11/19/2004 | 9% |
A-19 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-20 | Union Park Health Services 2401 East 8th Street Des Moines, IA 50316 | 2005 | $4,404,678 | 12/31/2001 | 10% |
A-21 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-22 | Prairie Ridge Care & Rehabilitation 608 Prairie Street Mediapolis, IA 52637 | 2005 | $3,234,505 | 12/31/2001 | 10% |
A-23 | Ashwood Place 102 Leonardwood Frankfort, KY 40601 | 2007 | $1,769,726 | 09/01/2006 | 8.25% |
A-24 | Somerford Place - Annapolis 2717 Riva Road Annapolis, MD 21401 | 2009 | $3,917,902 | 03/31/2008 | 8% |
A-25 | Somerford Place - Columbia 8220 Snowden River Parkway Columbia, MD 21045 | 2009 | $3,221,426 | 03/31/2008 | 8% |
A-26 | Somerford Place - Frederick 2100 Whittier Drive Frederick, MD 21702 | 2009 | $5,088,592 | 03/31/2008 | 8% |
A-27 | Somerford Place - Hagerstown 10114 & 10116 Sharpsburg Pike Hagerstown, MD 21740 | 2009 | $4,066,761 | 03/31/2008 | 8% |
A-28 | The Wellstead of Rogers 20500 and 20600 South Diamond Lake Road Rogers, MN 55374 | 2009 | $12,646,616 | 03/01/2008 | 8% |
A-29 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-30 | Hermitage Gardens of Oxford 1488 Belk Boulevard Oxford, MS 38655 | 2007 | $1,816,315 | 10/01/2006 | 8.25% |
A-31 | Hermitage Gardens of Southaven 108 Clarington Drive Southaven, MS 38671 | 2007 | $1,527,068 | 10/01/2006 | 8.25% |
A-32 | Ashland Care Center 1700 Furnace Street Ashland, NE 68003 | 2005 | $4,513,891 | 12/31/2001 | 10% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-33 | Blue Hill Care Center 414 North Wilson Street Blue Hill, NE 68930 | 2005 | $2,284,065 | 12/31/2001 | 10% |
A-34 | Central City Care Center 2720 South 17th Avenue Central City, NE 68462 | 2005 | $2,005,732 | 12/31/2001 | 10% |
A-35 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-36 | Gretna Community Living Center 700 South Highway 6 Gretna, NE 68028 | 2005 | $3,380,356 | 12/31/2001 | 10% |
A-37 | Sutherland Care Center 333 Maple Street Sutherland, NE 69165 | 2005 | $2,537,340 | 12/31/2001 | 10% |
A-38 | Waverly Care Center 11041 North 137th Street Waverly, NE 68462 | 2005 | $3,066,135 | 12/31/2001 | 10% |
A-39 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-40 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-41 | Mount Vernon of South Park 1400 Riggs Road South Park, PA 15129 | 2006 | $2,718,057 | 10/31/2005 | 9% |
A-42 | Morningside of Gallatin 1085 Hartsville Pike Gallatin, TN 37066 | 2006 | $1,343,801 | 11/19/2004 | 9% |
A-43 | Walking Horse Meadows 207 Uffelman Drive Clarksville, TN 37043 | 2007 | $1,471,410 | 01/01/2007 | 8.25% |
A-44 | Morningside of Belmont 1710 Magnolia Boulevard Nashville, TN 37212 | 2006 | $3,131,648 | 06/03/2005 | 9% |
A-45 | Dominion Village at Chesapeake 2856 Forehand Drive Chesapeake, VA 23323 | 2005 | $1,416,951 | 05/30/2003 | 10% |
A-46 | Dominion Village at Williamsburg 4132 Longhill Road Williamsburg, VA 23188 | 2005 | $1,692,753 | 05/30/2003 | 10% |
A-47 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-48 | Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) 18741 West Bluemound Road Brookfield, WI 53045 | 2005 | $13,028,846 | 12/31/2001 | 10% |
A-49 | Meadowmere - Southport Assisted Living 8350 and 8351 Sheridan Road Kenosha, WI 53143 | 2009 | $2,170,645 | 01/04/2008 | 8% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-50 | Meadowmere - Madison Assisted Living 5601 Burke Road Madison, WI 53718 | 2009 | $2,136,654 | 01/04/2008 | 8% |
A-51 | Intentionally Deleted. | N/A | N/A | N/A | N/A |
A-52 | Mitchell Manor Senior Living 5301 West Lincoln Avenue West Allis, WI 53219 | 2009 | $12,348,104 | 01/04/2008 | 8% |
A-53 | Laramie Care Center 503 South 18th Street Laramie, WY 82070 | 2005 | $4,473,949 | 12/31/2001 | 10% |
A-54 | Haven in Highland Creek 5920 McChesney Drive Charlotte, NC 28269 Laurels in Highland Creek 6101 Clark Creek Parkway Charlotte, NC 28269 | 2010 | $6,454,157 | 11/17/2009 | 8.75% |
A-55 | Haven in the Village at Carolina Place 13150 Dorman Road Pineville, NC 28134 Laurels in the Village at Carolina Place 13180 Dorman Road Pineville, NC 28134 | 2010 | $7,052,425 | 11/17/2009 | 8.75% |
A-56 | Haven in the Summit 3 Summit Terrace Columbia, SC 29229 | 2010 | $2,308,737 | 11/17/2009 | 8.75% |
A-57 | Haven in the Village at Chanticleer 355 Berkmans Lane Greenville, SC 29605 | 2010 | $2,197,919 | 11/17/2009 | 8.75% |
A-58 | Intentionally Deleted | N/A | N/A | N/A | N/A |
A-59 | Haven in Stone Oak 511 Knights Cross Drive San Antonio, TX 78258 Laurels in Stone Oak 575 Knights Cross Drive San Antonio, TX 78258 | 2010 | $6,584,027 | 11/17/2009 | 8.75% |
A-60 | Eastside Gardens 2078 Scenic Highway North Snellville, GA 30078 | 2010 | $1,766,628 | 12/10/2009 | 8.75% |
A-61 | Crimson Pointe 7130 Crimson Ridge Drive Rockford, IL 61107 | 2012 | $2,568,827 | 05/01/2011 | 8% |
A-62 | Talbot Park 6311 Granby Street Norfolk, VA 23305 | 2012 | $3,866,871 | 06/20/2011 | 7.5% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-63 | The Landing at Parkwood Village 1720 Parkwood Boulevard Wilson, NC 27893 | 2012 | $4,318,990 | 06/20/2011 | 7.5% |
A-64 | Aspenwood 14400 Homecrest Road Silver Spring, MD 20906 | 2005 | $4,470,354 | 10/25/2002 | 10% |
A-65 | HeartFields at Easton 700 Port Street Easton, MD 21601 | 2005 | $2,545,887 | 10/25/2002 | 10% |
A-66 | Morningside of Macon 6191 Peake Road Macon, GA 31220 | 2006 | $1,298,541 | 11/19/2004 | 9% |
A-67 | Morningside of Beaufort 109 Old Salem Road Beaufort, SC 29902 | 2006 | $1,337,453 | 11/19/2004 | 9% |
A-68 | Morningside of Camden 719 Kershaw Highway Camden, SC 29020 | 2006 | $1,595,035 | 11/19/2004 | 9% |
A-69 | Morningside of Hartsville 1901 West Carolina Avenue Hartsville, SC 29550 | 2006 | $1,507,131 | 11/19/2004 | 9% |
A-70 | Morningside of Lexington 218 Old Chapin Road Lexington, SC 29072 | 2006 | $1,638,422 | 11/19/2004 | 9% |
A-71 | Morningside of Orangeburg 2306 Riverbank Drive Orangeburg, SC 29118 | 2006 | $1,129,764 | 11/19/2004 | 9% |
A-72 | Morningside of Seneca 15855 Wells Highway Seneca, SC 29678 | 2006 | $1,684,477 | 11/19/2004 | 9% |
A-73 | Morningside of Cullman 2021 Dahlke Dr. NE Cullman, AL 32058 | 2006 | $1,413,633 | 11/19/2004 | 9% |
A-74 | Morningside of Madison 49 Hughes Road Madison, AL 35758 | 2006 | $1,531,206 | 11/19/2004 | 9% |
A-75 | Morningside of Sheffield 413 D. D. Cox Boulevard Sheffield, AL 35660 | 2006 | $1,495,038 | 11/19/2004 | 9% |
A-76 | Morningside of Bowling Green 981 Campbell Lane Bowling Green, KY 42104 | 2006 | $1,458,781 | 11/19/2004 | 9% |
A-77 | Morningside of Paducah 1700 Elmdale Road Paducah, KY 42003 | 2006 | $2,012,245 | 11/19/2004 | 9% |
Exhibit | Property Address | Base Gross Revenues (Calendar Year) | Base Gross Revenues (Dollar Amount) | Commencement Date | Interest Rate |
A-78 | Morningside of Conyers 1352 Wellbrook Circle Conyers, GA 30012 | 2006 | $1,646,910 | 11/19/2004 | 9% |
A-79 | Morningside of Gainesville 2435 Limestone Parkway Gainesville, GA 30501 | 2006 | $1,453,250 | 11/19/2004 | 9% |
A-80 | Morningside of Cleveland 2900 Westside Drive, N.W. Cleveland, TN 37312 | 2006 | $1,212,846 | 11/19/2004 | 9% |
A-81 | Morningside of Cookeville 1010 East Spring Street Cookeville, TN 38501 | 2006 | $1,513,932 | 11/19/2004 | 9% |
A-82 | Morningside of Jackson 1200 North Parkway Jackson, TN 38305 | 2006 | $1,787,155 | 11/19/2004 | 9% |
A-83 | Williamsburg Villas A Morningside Community 3020 Heatherton Way Knoxville, TN 37920 | 2006 | $2,728,841 | 11/19/2004 | 9% |
A-84 | Morningside of Franklin 105 Sunrise Circle Franklin, TN 37067 | 2006 | $1,582,509 | 11/19/2004 | 9% |
A-85 | Morningside of Hopkinsville 4190 Lafayette Road Hopkinsville, KY 42240 | 2006 | $1,444,246 | 11/19/2004 | 9% |
A-86 | Parkwood Village 1730 Parkwood Boulevard Wilson, NC 27893 | 2012 | $4,318,990 | 06/23/2011 | 7.5% |
1. | I have reviewed this Quarterly Report on Form 10-Q of Five Star Senior Living Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 9, 2018 | /s/ Bruce J. Mackey Jr. |
Bruce J. Mackey Jr. | |
President and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Five Star Senior Living Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 9, 2018 | /s/ Richard A. Doyle |
Richard A. Doyle | |
Executive Vice President, Chief Financial Officer and Treasurer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Bruce J. Mackey Jr. | |
Bruce J. Mackey Jr. | |
President and Chief Executive Officer | |
/s/ Richard A. Doyle | |
Richard A. Doyle | |
Executive Vice President, Chief Financial Officer and Treasurer | |
Date: August 9, 2018 |
By: | /s/ Richard A. Doyle Richard A. Doyle Chief Financial Officer and Treasurer |
By: | /s/ Richard W. Siedel, Jr. Richard W. Siedel, Jr. President and Treasurer |
1. | Management Agreement dated as of January 19, 2018 between FVE Managers, Inc. and SNH Tellico Tenant LLC (The Neighborhood at Tellico Village). |
Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2018 |
Aug. 08, 2018 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FIVE STAR SENIOR LIVING INC. | |
Entity Central Index Key | 0001159281 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 50,582,844 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
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Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,570 | $ 3,572 |
Investments in available for sale securities, restricted | $ 10,716 | $ 7,310 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 50,585,604 | 50,524,424 |
Common stock, shares outstanding (in shares) | 50,585,604 | 50,524,424 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (20,894) | $ (6,506) | $ (28,843) | $ (13,293) |
Other comprehensive income: | ||||
Unrealized (loss) gain on investments, net of tax | (43) | 87 | (440) | 359 |
Equity in unrealized gain (loss) of an investee, net of tax | 10 | 58 | (83) | 180 |
Realized loss (gain) on investments reclassified and included in net loss, net of tax | 70 | (242) | 67 | (281) |
Other comprehensive income | 37 | (97) | (456) | 258 |
Comprehensive loss | $ (20,857) | $ (6,603) | $ (29,299) | $ (13,035) |
Basis of Presentation and Organization |
6 Months Ended |
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Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization General The accompanying condensed consolidated financial statements of Five Star Senior Living Inc. and its subsidiaries, or we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2017, or our Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year’s presentation. We operate senior living communities, including independent living communities, assisted living communities and skilled nursing facilities, or SNFs. As of June 30, 2018, we operated 283 senior living communities located in 32 states with 31,800 living units, including 254 primarily independent and assisted living communities with 29,295 living units and 29 SNFs with 2,505 living units. As of June 30, 2018, we owned and operated 20 of these senior living communities (2,108 living units), we leased and operated 188 of these senior living communities (20,182 living units) and we managed 75 of these senior living communities (9,510 living units). Our 283 senior living communities, as of June 30, 2018, included 10,741 independent living apartments, 16,287 assisted living suites and 4,772 SNF units. The foregoing numbers exclude living units categorized as out of service. Segment Information We have two operating segments: (i) senior living community and (ii) rehabilitation and wellness. In the senior living community segment, we operate for our own account or manage for the account of others independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. In the rehabilitation and wellness operating segment, we provide therapy services, including physical, occupational, speech and other specialized therapy services, in the inpatient setting and in outpatient clinics. We have determined that our two operating segments meet the aggregation criteria as prescribed under Financial Accounting Standards Board, or FASB, Accounting Standards CodificationTM, or ASC, Topic 280, Segment Reporting, and we have therefore determined that our business is comprised of one reportable segment, senior living. All of our operations and assets are located in the United States, except for the operations of our Cayman Islands organized captive insurance company subsidiary, which participates in our workers’ compensation, professional and general liability and certain automobile insurance programs. |
Summary of Significant Accounting Policies |
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition On January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, under the modified retrospective approach applied to certain contracts which were not completed as of December 31, 2017 using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we have determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within that portfolio. This approach will also be used for future contract modifications, if any. The five step model defined by ASC Topic 606 requires us to (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. Our adoption of ASC Topic 606 did not result in an adjustment to our retained earnings and did not have a material impact on the amount and timing of our revenue recognition for the three and six months ended June 30, 2018. A substantial portion of our revenue relates to contracts with residents for housing services that are generally short term in nature and fall under FASB ASC Topic 840, Leases, or ASC Topic 840, which are specifically excluded from the scope of ASC Topic 606. Our contracts with residents and other customers that are within the scope of ASC Topic 606 are also generally short term in nature. We have determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when our performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Senior Living Revenue. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services being provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in other current liabilities in our consolidated balance sheets. These deferred amounts then are amortized on a straight line basis into revenue over the term of the resident agreement. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. A substantial portion of our senior living revenue related to housing services falls under ASC Topic 840, and is recorded on a straight line basis over the term of the resident agreement. Revenue for additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. In our SNFs and certain of our independent and assisted living communities where we provide SNF services, we are paid fixed daily rates from governmental and contracted third party payers, and we charge a predetermined fixed daily rate for private pay residents. These fixed daily rates and certain other fees are billed monthly in arrears. Although there are complex regulatory compliance rules governing fixed daily rates, we have no episodic payments or capitation arrangements. We currently use the “most likely amount” technique to estimate revenue in accordance with ASC Topic 606, although rates are generally known and considered fixed prior to services being performed, whether included in the resident agreement or contracted with governmental or third party payers. Rate adjustments from Medicare or Medicaid are recorded when known (without regard to when the assessment is paid or withheld), and subsequent adjustments to these amounts are recorded in revenues when known. Billings under certain of these programs are subject to audit and possible retroactive adjustment, and related revenue is recorded at the amount we ultimately expect to receive, which is inclusive of the estimated retroactive adjustments or refunds, if any, under reimbursement programs. Retroactive adjustments are recorded on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Revenue is recognized when performance obligations are satisfied by transferring control of the service provided to the resident, which is generally when services are provided over the duration of care. We derived approximately 22.8% and 23.0% of our senior living revenues for the three months ended June 30, 2018 and 2017, respectively, and 23.2% and 23.1% for the six months ended June 30, 2018 and 2017, respectively, from payments under Medicare and Medicaid programs. Management Fee Revenue and Reimbursed Costs Incurred on Behalf of Managed Communities. We manage senior living communities for the account of Senior Housing Properties Trust, or, together with its subsidiaries, SNH, pursuant to long term management agreements which provide for periodic management fee payments to us and reimbursement for our direct costs and expenses related to such communities. Management fees are determined by an agreed upon percentage of gross revenues (as defined) and recognized in accordance with ASC Topic 606 in the same period that we provide the management services to SNH, generally monthly. FASB Accounting Standards Update, or ASU, No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which we adopted effective January 1, 2018, clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Where we are the primary obligor and therefore control the transfer of the goods and services with respect to any such operating expenses incurred in connection with the management of these communities, we recognize revenue when the goods have been delivered or the service has been rendered and we are due to be reimbursed from SNH. Such revenue is included in reimbursed costs incurred on behalf of managed communities in our consolidated statements of operations. The related costs are included in costs incurred on behalf of managed communities in our consolidated statements of operations. Amounts due from SNH related to management fees and reimbursed costs incurred on behalf of managed communities are included in due from related persons in our consolidated balance sheets. The following table presents revenue disaggregated by type of contract and payer:
Recent Accounting Pronouncements On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. Prior to our adoption of this ASU, we recorded changes in the fair value of our equity investments through other comprehensive income. Pursuant to this ASU, these changes will now be recorded through earnings. We adopted this ASU using the cumulative effect adjustment method and recorded an adjustment of $1,107 on January 1, 2018 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets. Affiliates Insurance Company, or AIC, a private company in which we have an equity investment, chose to early adopt this ASU during the second quarter of 2018, and therefore we recorded a cumulative effect adjustment of $840 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets to reflect our share of AIC's adjustment to its equity investments. See Note 11 for more information regarding our arrangements with AIC. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Additionally, real estate sales are within the scope of ASU No. 2014-09, as amended by ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets. Under these ASUs, income recognition for real estate sales is primarily based on the transfer of control of the real estate rather than the continuing involvement in the real estate under the current guidance. As a result, more of our transactions may qualify as real estate sales and we may be required to recognize gains or losses sooner. We adopted these ASUs on January 1, 2018 using the modified retrospective approach. The adoption of these ASUs did not result in any adjustment to our initial retained earnings and did not result in any significant change to the amount and timing of our revenue recognition. The adoption of these ASUs did result in expanded disclosures related to the nature, amount, timing and uncertainty of our revenue and cash flows arising from our contracts with customers that are included within the scope of these ASUs. See also the discussion above under “Revenue Recognition” for more information regarding the impact of these ASUs on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how entities present and classify certain cash receipts and cash payments in the statement of cash flows. The adoption of this ASU did not have a material impact on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the reconciliation of the beginning-of-period and end-of-period amounts presented in the statement of cash flows include restricted cash and restricted cash equivalents. We adopted this ASU retrospectively to all periods presented in our consolidated statement of cash flows. Pursuant to this ASU, in the event restricted cash is presented separately from cash and cash equivalents in the balance sheets, entities are required to reconcile the amounts presented in the statement of cash flows to the amounts presented in the balance sheet and to disclose information about the nature of the restrictions. We have presented our consolidated statement of cash flows to reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents and have provided a reconciliation to the amounts presented in our consolidated statements of cash flows to the amounts presented in our consolidated balance sheets. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. This ASU requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which works to improve on certain aspects of ASU No. 2016-02 identified by stakeholders as problematic or difficult to implement, including the adoption method. Currently, entities are required to adopt this ASU using a modified retrospective transition method. Under that transition method, an entity initially applies this ASU at the beginning of the earliest period presented in its financial statements. ASU No. 2018-11 provides another adoption method, which allows entities to initially apply ASU No. 2016-02 at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. ASU No. 2018-11 also provides lessors with a practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. In addition, ASU No. 2018-11 clarifies which ASC Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with ASC Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC Topic 842. While we are continuing to assess the potential impact that the adoption of ASU No. 2016-02 may have on our consolidated financial statements, we believe the adoption of this ASU will have a material impact on our consolidated balance sheets due to the recognition of lease rights and obligations as assets and liabilities. While the adoption of this ASU will not affect the rent we pay, we expect the amounts presented in our consolidated statements of operations and comprehensive loss to change materially. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires a financial asset or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This ASU eliminates the probable initial recognition threshold and instead requires reflection of an entity’s current estimate of all expected credit losses. In addition, this ASU amends the current available for sale security other-than-temporary impairment model for debt securities. The length of time that the fair value of an available for sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists and credit losses will now be limited to the difference between a security’s amortized cost basis and its fair value. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), which shortens the amortization period for certain callable debt securities held at a premium. Specifically, this ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), which permits an entity to reclassify the tax effects that remain recorded within other comprehensive income to retained earnings as a result of tax reform legislation that became effective in December 2017. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. |
Property and Equipment |
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and Equipment Property and equipment consists of the following:
We recorded depreciation expense relating to our property and equipment of $8,957 and $9,729 for the three months ended June 30, 2018 and 2017, respectively, and $17,797 and $19,131 for the six months ended June 30, 2018 and 2017, respectively. We review the carrying value of long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication that the carrying value of an asset is not recoverable, we determine the amount of impairment loss, if any, by comparing the historical carrying value of the asset to its estimated fair value. We determine estimated fair value based on input from market participants, our experience selling similar assets, market conditions and internally developed cash flow models that our assets or asset groups are expected to generate, and we consider these estimates to be a Level 3 fair value measurement. As a result of our long lived assets impairment review, we recorded impairment charges to certain of our long lived assets of $365 for each of the three and six months ended June 30, 2018 and $176 and $386 for the three and six months ended June 30, 2017, respectively. As of June 30, 2018 and December 31, 2017, we had $0 and $59,080, respectively, of net property and equipment classified as held for sale and presented separately in our consolidated balance sheets. See Note 9 for more information regarding our communities that we had classified as held for sale. As of June 30, 2018, we had $2,561 of assets related to our leased senior living communities included in our property and equipment that we expect to request SNH to purchase from us for an increase in future rent; however, SNH is not obligated to purchase such amounts. See Note 9 for more information regarding our leases and other arrangements with SNH. |
Accumulated Other Comprehensive Income |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table details the changes in accumulated other comprehensive income, net of tax, for the six months ended June 30, 2018:
Accumulated other comprehensive income represents the unrealized gains and losses of our debt investments, net of tax, and our share of other comprehensive income of AIC. See Note 11 for more information regarding our arrangements with AIC. |
Income Taxes |
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Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recognized a provision for income taxes of $281 and $537 for the three and six months ended June 30, 2018, respectively. We recognized a benefit for income taxes of $1,366 and $1,275 for the three and six months ended June 30, 2017, respectively. The provision for income taxes for the three and six months ended June 30, 2018 relates to our state income taxes. The benefit for income taxes for the three and six months ended June 30, 2017 is due primarily to our monetization of alternative minimum tax credits during the second quarter of 2017. We previously determined it was more likely than not that a majority of our net deferred tax assets would not be realized and concluded that a valuation allowance was required, which eliminated the majority of our net deferred tax assets recorded in our consolidated balance sheets. In the future, if we believe that we will more likely than not realize the benefit of these deferred tax assets, we will adjust our valuation allowance and recognize an income tax benefit, which may affect our results of operations. |
Earnings Per Share |
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Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We calculated basic earnings per common share, or EPS, for the three and six months ended June 30, 2018 and 2017 using the weighted average number of shares of our common stock, $.01 par value per share, or our common shares, outstanding during the periods. When applicable, diluted EPS reflects the more dilutive earnings per common share amount calculated using the two class method or the treasury stock method. The three months ended June 30, 2018 and 2017 had 1,245,186 and 1,097,605, respectively, and the six months ended June 30, 2018 and 2017 had 1,255,478 and 1,021,037, respectively, of potentially dilutive restricted unvested common shares that were not included in the calculation of diluted EPS because to do so would have been antidilutive. |
Fair Values of Assets and Liabilities |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Values of Assets and Liabilities | Fair Values of Assets and Liabilities Our assets recorded at fair value have been categorized based on a fair value hierarchy in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Recurring Fair Value Measures The tables below present the assets measured at fair value at June 30, 2018 and December 31, 2017 categorized by the level of inputs used in the valuation of each asset.
During the six months ended June 30, 2018, we did not change the type of inputs used to determine the fair value of any of our assets and liabilities that we measure at fair value. Accordingly, there were no transfers of assets or liabilities between levels of the fair value hierarchy during the six months ended June 30, 2018. The carrying value of accounts receivable and accounts payable approximates fair value as of June 30, 2018 and December 31, 2017. The carrying value and fair value of our mortgage notes payable were $8,032 and $9,150, respectively, as of June 30, 2018 and $8,188 and $9,617, respectively, as of December 31, 2017, and are categorized in Level 3 of the fair value hierarchy in their entirety. We estimate the fair values of our mortgage notes payable by using discounted cash flow analyses and currently prevailing market terms as of the measurement date. The carrying value and fair value of our mortgage notes payable as of December 31, 2017 excludes $34,781 of mortgage notes payable categorized as held for sale and presented separately in our condensed consolidated balance sheets. See Note 9 for more information regarding our communities classified as held for sale. Non-Recurring Fair Value Measures We review the carrying value of our long lived assets, including our property and equipment and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. See Note 3 for more information regarding fair value measurements related to impairments of our long lived assets we recorded. |
Indebtedness |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indebtedness | Indebtedness We previously had a $100,000 secured revolving credit facility, or our prior credit facility, which was scheduled to mature in April 2017. In February 2017, we replaced our prior credit facility with a new $100,000 secured revolving credit facility, or our credit facility, with terms substantially similar to those of our prior credit facility. We paid fees of $1,889 in 2017 in connection with the closing of our credit facility, which fees were deferred and are being amortized over the initial term of our credit facility. Our credit facility is available for general business purposes, including acquisitions, provides for issuance of letters of credit and matures in February 2020. Subject to our payment of extension fees and meeting other conditions, we have options to extend the stated maturity date of our credit facility for two, one year periods. We are required to pay interest at a rate based on, at our option, LIBOR or a base rate, plus a premium, or 4.50% and 6.50%, respectively, per annum as of June 30, 2018, on outstanding borrowings under our credit facility. We are also required to pay a quarterly commitment fee of 0.35% per annum on the unused part of the available borrowings under our credit facility. We can borrow, repay and re-borrow funds available until maturity, and no principal repayment is due until maturity. The weighted average annual interest rate for borrowings under our credit facility was 6.50% and 5.44% for the six months ended June 30, 2018 and 2017, respectively. We incurred aggregate interest expense and other associated costs related to our credit facilities of $270 and $305 for the three months ended June 30, 2018 and 2017, respectively, and $535 and $490 for the six months ended June 30, 2018 and 2017, respectively. Our credit facility is secured by real estate mortgages on 10 senior living communities with a combined 1,219 living units owned by certain of our subsidiaries that guarantee our obligations under our credit facility. Our credit facility is also secured by these subsidiaries’ accounts receivable and related collateral. The amount of available borrowings under our credit facility is subject to our having qualified collateral, which is primarily based on the value of the communities securing our obligations under our credit facility. Accordingly, the maximum availability of borrowings under our credit facility at any time may be less than $100,000. Our credit facility provides for acceleration of payment of all amounts outstanding under our credit facility upon the occurrence and continuation of certain events of default, including a change of control of us, as defined. The agreement governing our credit facility, or our credit agreement, contains a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to pay dividends or make other distributions to our stockholders in certain circumstances, and requires us to maintain financial ratios and a minimum net worth. The lenders under our credit facility have waived for the period of six fiscal quarters commencing with the quarter ended March 31, 2018 and ending with the quarter ending June 30, 2019, or the waiver period, any default resulting from our non-compliance with the leverage and fixed charge coverage ratio covenants contained in our credit agreement. In connection with this waiver, we agreed that, if at any time during the waiver period we are in non-compliance with either the leverage covenant or the fixed charge coverage ratio covenant (before giving effect to the waiver), the maximum amount available to be drawn under our credit facility (giving effect to applicable borrowing base conditions) less the aggregate outstanding extensions of credit under the credit facility will not be less than approximately $33,333. We have also agreed not to declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any shares of our capital stock, return any capital to our stockholders or distribute any obligations, securities or other assets to our stockholders if we are not in compliance with the leverage covenant or the fixed charge coverage ratio covenant (before giving effect to the waiver) at the time of such action. At June 30, 2018, we had eight irrevocable standby letters of credit outstanding, totaling $25,424. In June 2018, we increased, from $17,800 to $22,700, one of these letters of credit which secures our workers' compensation insurance program, and this letter of credit is currently collateralized by approximately $17,910 of cash equivalents and $6,124 of debt and equity investments. This letter of credit currently matures in June 2019, at which time we expect to renew it for an amount then required for our workers' compensation insurance program. At June 30, 2018, the cash equivalents collateralizing this letter of credit, including accumulated interest, were classified as short term restricted cash in our condensed consolidated balance sheets, and the debt and equity investments collateralizing this letter of credit are classified as short term investments in our condensed consolidated balance sheets. The remaining seven irrevocable standby letters of credit outstanding at June 30, 2018, totaling $2,724, secure certain of our other obligations. These letters of credit currently mature between September 2018 and May 2019 and are required to be renewed annually. Our obligations under these seven letters of credit are issued under our credit facility. As of June 30, 2018, we had these seven letters of credit, totaling $2,724, issued and outstanding under our credit facility, and, after giving effect to the waiver described above, $60,934 available for borrowing under our credit facility. At June 30, 2018, one of our senior living communities was encumbered by a mortgage. This mortgage contains standard mortgage covenants. We recorded a mortgage discount in connection with the assumption of this mortgage as part of our acquisition of the community secured by this mortgage in order to record this mortgage at its estimated fair value. We amortize this mortgage discount as an increase in interest expense until the maturity of this mortgage. This mortgage requires payments of principal and interest monthly until maturity. The following table is a summary of this mortgage as of June 30, 2018:
We incurred mortgage interest expense, net of discount amortization, of $334 and $778 for the three months ended June 30, 2018 and 2017, respectively, and $772 and $1,571 for the six months ended June 30, 2018 and 2017, respectively. This mortgage requires monthly payments into escrows for taxes, insurance and property replacement funds; certain withdrawals from these escrows require Federal Home Loan Mortgage Corporation approval. In February 2018, in connection with the sale of one of our senior living communities to SNH, SNH assumed a Federal National Mortgage Association mortgage that had a principal balance of $16,776 and required interest at the contracted rate of 6.64% per annum. In connection with SNH's assumption of this debt, we recorded a gain of $543, which amount is included in gain on sale of senior living communities in our condensed consolidated statements of operations. In June 2018, in connection with the sale of two of our senior living communities to SNH, SNH assumed a commercial lender mortgage that had a principal balance of $16,588 and required interest at the contracted rate of 5.75% per annum. In connection with SNH's assumption of this debt, we recorded a gain of $638, which amount is included in gain on sale of senior living communities in our condensed consolidated statements of operations. As of June 30, 2018, we believe we were in compliance with all applicable covenants under our mortgage debt and, giving effect to the waiver discussed above, our credit facility. |
Leases and Management Agreements with SNH |
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Jun. 30, 2018 | |
Leases [Abstract] | |
Leases and Management Agreements with SNH | Leases and Management Agreements with SNH Senior Living Communities Leased from SNH. We are SNH’s largest tenant and SNH is our largest landlord. As of June 30, 2018 and 2017, we leased 184 and 185 senior living communities from SNH, respectively. We lease senior living communities from SNH pursuant to five leases with SNH. Our total annual rent payable to SNH as of June 30, 2018 and 2017 was $207,007 and $205,370, respectively, excluding percentage rent based on increases in gross revenues at certain communities. Our total rent expense under all of our leases with SNH, net of lease inducement amortization and the amortization of the deferred gain associated with the sale and leaseback transaction with SNH in June 2016 described below, was $51,391 and $50,792 for the three months ended June 30, 2018 and 2017, respectively, and $102,913 and $101,302 for the six months ended June 30, 2018 and 2017, respectively, which amounts included estimated percentage rent of $1,290 and $1,391 for the three months ended June 30, 2018 and 2017, respectively, and $2,681 and $2,835 for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and December 31, 2017, we had outstanding rent due and payable to SNH of $18,488 and $18,555, respectively, which amounts are included in due to related persons in our condensed consolidated balance sheets. Pursuant to the terms of our leases with SNH, for the six months ended June 30, 2018 and 2017, we sold to SNH $8,529 and $19,308, respectively, of improvements to communities leased from SNH. As a result, the annual rent payable by us to SNH increased by approximately $680 and $1,547 as of June 30, 2018 and 2017, respectively. As of June 30, 2018, our property and equipment included $2,561 for similar improvements to communities leased from SNH that we expect to request SNH to purchase from us for an increase in future rent; however, SNH is not obligated to purchase these improvements. In June 2016, we entered an agreement with SNH pursuant to which, on June 29, 2016, we sold seven senior living communities to SNH for an aggregate purchase price of $112,350, and SNH simultaneously leased these communities back to us under a new long term lease agreement. Under the new lease, we are required to pay SNH initial annual rent of $8,426, plus percentage rent beginning in 2018. In accordance with FASB ASC Topic 840, Leases, the June 2016 sale and leaseback transaction qualifies for sale-leaseback accounting. Accordingly, the gain generated from the sale of $82,644 was deferred and is being amortized as a reduction of rent expense over the initial term of the lease. As of June 30, 2018 and December 31, 2017, the short term portion of the deferred gain in the amount of $6,609 is presented in other current liabilities in our condensed consolidated balance sheets, and the long term portion is presented separately in our condensed consolidated balance sheets. In June 2018, we and SNH sold to a third party one SNF, which was previously leased to us, located in California with 97 living units for a sales price of approximately $6,500, excluding closing costs. We recorded a loss of $40 for the three months ended June 30, 2018 as a result of this sale which loss is included in gain on sale of senior living communities in our condensed consolidated statements of operations. This community, while leased by us, generated a loss from operations before income taxes of $238 and $59 for the three months ended June 30, 2018 and 2017, respectively, and $259 and $102 for the six months ended June 30, 2018 and 2017, respectively, excluding the loss on sale of the community. Pursuant to the terms of our lease with SNH, as a result of this sale, our annual rent payable to SNH decreased by 10% of the net proceeds that SNH received from this sale, in accordance with the terms of the applicable lease. Also in June 2018, SNH acquired an additional living unit at a senior living community we lease from SNH located in Florida which was added to the lease for that senior living community, and, as a result of this acquisition, our annual rent payable to SNH increased by $14 in accordance with the terms of such lease. Senior Living Communities Managed for the Account of SNH and its Related Entities. As of June 30, 2018 and 2017, we managed 75 and 68 senior living communities, respectively, for the account of SNH. We earned base management fees of $3,465 and $3,276 from the senior living communities we managed for the account of SNH for the three months ended June 30, 2018 and 2017, respectively, and $6,888 and $6,509 for the six months ended June 30, 2018 and 2017, respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for the account of SNH of $243 and $236 for the three months ended June 30, 2018 and 2017, respectively, and $371 and $500 for the six months ended June 30, 2018 and 2017, respectively. These amounts are included in management fee revenue in our condensed consolidated statements of operations. In November 2017, we entered a transaction agreement with SNH, or the transaction agreement, pursuant to which we agreed to sell six senior living communities to SNH and, as we sold these communities, enter new management agreements with SNH for us to manage such communities for SNH, with the new management agreements being combined pursuant to two new pooling agreements between us and SNH. In December 2017, January 2018, February 2018 and June 2018 we sold to, and began managing for the account of, SNH these six senior living communities and, concurrently with those sales, we and SNH entered management agreements for each of these senior living communities and two new pooling agreements. Pursuant to the terms of the management and pooling agreements for five of the senior living communities subject to the transaction agreement, SNH will pay us a management fee equal to 5% of the gross revenues realized at these communities plus reimbursement for our direct costs and expenses related to our operation of these communities, as well as an annual incentive fee equal to 20% of the annual net operating income of such communities remaining after SNH realizes an annual minimum return equal to 7% of its invested capital for these senior living communities. The other senior living community subject to the transaction agreement is subject to an ongoing construction, expansion and development project. The terms of the management and pooling agreements for this community are substantially the same as the terms of the management and pooling agreements for the other five senior living communities, except that SNH’s annual minimum return on invested capital related to the ongoing construction, expansion and development project at this community will be an amount equal to the interest rate then applicable to SNH's borrowings under its revolving credit facility plus 2% per annum. This determination of annual minimum return for this senior living community will apply until the earlier of 12 months after a certificate of occupancy is issued with respect to the project or January 2021; thereafter, the amount of annual minimum return on invested capital related to this project will be 7% of SNH’s invested capital. Also pursuant to the terms of the management and pooling agreements for these senior living communities, SNH will pay us a fee for our management of capital expenditure projects at these senior living communities equal to 3% of amounts funded by SNH. The terms of these management and pooling agreements will expire in 2041 and will be subject to automatic renewals, unless earlier terminated or timely notices of nonrenewal are delivered. In accordance with FASB ASC Topic 360, Property, Plant and Equipment, or ASC 360, these six senior living communities met the conditions to be classified as held for sale in November 2017. These six senior living communities, while owned by us, generated income (loss) from operations before income taxes of $(52) and $693 for the three months ended June 30, 2018 and 2017, respectively, and $151 and $1,269 for the six months ended June 30, 2018 and 2017, respectively, excluding the gain on sale of the communities. These amounts are included in our condensed consolidated statements of operations. In December 2017, we sold two of the six senior living communities described above for an aggregate sales price of $39,150. These two senior living communities had an aggregate carrying value of $29,444, net of mortgage debt and discount of $2,303. In accordance with ASC 360, these two transactions qualify as real estate sales and the gains on these transactions were recognized immediately in accordance with the full accrual method as a result of our lack of continuing involvement in the ownership of the senior living communities after completing these sales. The carrying value of these senior living communities was not included in our condensed consolidated balance sheet as of December 31, 2017. In January and February 2018, we sold two additional senior living communities described above for an aggregate sales price of $41,917. These two senior living communities had an aggregate carrying value of $19,425, net of mortgage debt and premiums of $17,356, of which the principal amount of $16,776 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC Topic 610 and related ASUs, effective with the adoption of these new ASUs on January 1, 2018. Under these new ASUs, the income recognition for real estate sales is largely based on the transfer of control rather than continuing involvement in the ownership of the real estate. We recorded a gain of $5,684 for the three months ended March 31, 2018 as a result of the sale of these two senior living communities, which gain is presented separately in our condensed consolidated statements of operations. In June 2018, we sold the remaining two senior living communities described above for an aggregate sales price of $23,300. These two senior living communities had an aggregate carrying value of $5,163, net of mortgage debt and premiums of $17,226, of which the principal amount of $16,588 was assumed by SNH. These transactions are accounted for in accordance with ASU No. 2014-09, in particular ASC Topic 610 and related ASUs, effective with our adoption of these new ASUs on January 1, 2018. We recorded a gain of $1,549 for the three months ended June 30, 2018 as a result of the sale of these two senior living communities, which gain is included in gain on sale of senior living communities in our condensed consolidated statements of operations. In June 2018, we began managing for SNH a senior living community located in California with 98 living units pursuant to a management agreement and our existing Pooling Agreement No. 12 with SNH, which we and SNH concurrently amended and restated to include that senior living community. Pursuant to the terms of the management agreement for this senior living community and our Amended and Restated Pooling Agreement No. 12 with SNH, we will earn a management fee equal to 5% of the gross revenues realized at this community plus reimbursement for our direct costs and expenses related to our operation of this community, as well as an annual incentive fee equal to 20% of the annual net operating income of this community remaining after SNH realizes an annual minimum return of $1,000 plus 7% of its invested capital for this community in excess of $500 made after the date we began managing this community, and that SNH’s annual minimum return for this community will not be used in determining whether or not there is a priority return shortfall, as defined, under the Amended and Restated Pooling Agreement No. 12 until 2019. We also provide certain other services to residents at some of the senior living communities we manage for SNH, such as rehabilitation services. At senior living communities we manage for the account of SNH where we provide rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay us for those rehabilitation services. At senior living communities we manage for the account of SNH where we provide both inpatient and outpatient rehabilitation services, SNH generally pays us for these services and charges for such services are included in amounts charged to residents, third party payers or government programs. We earned revenues of $1,660 and $1,886 for the three months ended June 30, 2018 and 2017, respectively, and $3,359 and $3,868 for the six months ended June 30, 2018 and 2017, respectively, for rehabilitation services we provided at senior living communities we manage for the account of SNH and that are payable by SNH. These amounts are included in senior living revenue in our condensed consolidated statements of operations. In order to accommodate certain requirements of New York healthcare licensing laws, a part of the senior living community SNH owns, and we manage, located in Yonkers, New York is subleased by a subsidiary of SNH to D&R Yonkers LLC. As of June 30, 2018, D&R Yonkers LLC was owned by our Executive Vice President, Chief Financial Officer and Treasurer and by SNH’s former president and chief operating officer. We count the part of this senior living community that we manage for D&R Yonkers LLC and the part of this senior living community that we manage for the account of SNH as one senior living community. We earned management fees of $69 and $42 for the three months ended June 30, 2018 and 2017, respectively, and $140 and $108 for the six months ended June 30, 2018 and 2017, respectively, under this management arrangement with D&R Yonkers LLC, which amounts are included in management fee revenue in our condensed consolidated statements of operations. |
Business Management Agreement with RMR LLC |
6 Months Ended |
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Jun. 30, 2018 | |
Management Agreement [Abstract] | |
Business Management Agreement with RMR LLC | Business Management Agreement with RMR LLC The RMR Group LLC, or RMR LLC, provides us certain services that we require to operate our business and which relate to various aspects of our business. RMR LLC provides these services pursuant to a business management agreement. Pursuant to our business management agreement with RMR LLC, we recognized business management fees of $2,257 and $2,286 for the three months ended June 30, 2018 and 2017, respectively, and $4,514 and $4,553 for the six months ended June 30, 2018 and 2017, respectively. In addition, we are responsible for our share of RMR LLC’s costs for providing our internal audit function. The amounts recognized as expense for internal audit costs were $54 and $67 for the three months ended June 30, 2018 and 2017, respectively, and $123 and $134 for the six months ended June 30, 2018 and 2017, respectively, which amounts are included in general and administrative expenses in our condensed consolidated statements of operations. |
Related Person Transactions |
6 Months Ended |
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Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with SNH, RMR LLC, ABP Trust, AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Directors or officers. SNH. SNH is currently one of our largest stockholders, owning, as of June 30, 2018, 4,235,000 of our common shares, or approximately 8.4% of our outstanding common shares. We lease from, and manage for the account of, SNH a majority of the senior living communities we operate. RMR LLC provides management services to both us and SNH and Adam D. Portnoy, one of our Managing Directors, also serves as a managing trustee of SNH. See Notes 9 and 10 for more information regarding our relationships, agreements and transactions with SNH and certain parties related to it and us. RMR LLC. We have an agreement with RMR LLC to provide management services to us. See Note 10 for more information regarding our management agreement with RMR LLC. ABP Trust. A subsidiary of ABP Trust is our largest stockholder, owning, as of June 30, 2018, 17,999,999 of our common shares, or approximately 35.6% of our outstanding common shares. Adam D. Portnoy, one of our Managing Directors, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of The RMR Group Inc., or RMR Inc.; RMR Inc. is the managing member of RMR LLC. We lease our headquarters from another subsidiary of ABP Trust. Our rent expense for our headquarters, including utilities and real estate taxes that we pay as additional rent, was $415 and $423 for the three months ended June 30, 2018 and 2017, respectively, and $879 and $796 for the six months ended June 30, 2018 and 2017, respectively. AIC. We, ABP Trust, SNH and four other companies to which RMR LLC provides management services currently own AIC, an Indiana insurance company, in equal amounts. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC. We currently expect to pay, as of June 30, 2018, aggregate annual premiums, including taxes and fees, of approximately $2,944 in connection with this insurance program for the policy year ending June 30, 2019, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. As of June 30, 2018 and December 31, 2017, our investment in AIC had a carrying value of $8,158 and $8,185, respectively. These amounts are presented as equity investment of an investee in our condensed consolidated balance sheets. We recognized income related to our investment in AIC, which amounts are presented as equity in earnings of an investee in our condensed consolidated statements of operations. Our other comprehensive income includes our proportionate part of unrealized gains (losses) on securities that are owned by AIC related to our investment in AIC. For further information about these and other such relationships and certain other related person transactions, refer to our Annual Report. |
Legal Proceedings and Claims |
6 Months Ended |
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Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Claims | Legal Proceedings and Claims We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other government audits, investigations and proceedings arising in the ordinary course of our business, some of which may involve material amounts. Also, the defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with FASB ASC Topic 450, Contingencies, or ASC Topic 450. Under ASC Topic 450, loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment and are refined as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. A minimum or best estimate amount may be increased or decreased when events result in a changed expectation. As previously disclosed, in July 2017, as a result of our compliance program to review records related to our Medicare billing practices, we became aware of certain potential inadequate documentation and other issues at one of our leased SNFs. This compliance review was not initiated in response to any specific complaint or allegation, but was a review of the type that we periodically undertake to test our compliance with applicable Medicare billing rules. As a result of these discoveries, we have made a voluntary disclosure of deficiencies to the U.S. Department of Health and Human Services Office of the Inspector General, or the OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. We submitted supplemental disclosures to the OIG in December 2017 and March 2018. At December 31, 2017, we accrued an estimated revenue reserve of $888 for historical Medicare payments we received and expect to repay as a result of these deficiencies, which amount we reduced to $759 in March 2018. The entire $759 reserve remained accrued and unpaid at June 30, 2018. In addition, at December 31, 2017, we recorded an aggregate $658 expense for additional costs we incurred as a result of this matter, including estimated OIG imposed penalties, which amount we reduced to $594 in March 2018, and thereafter recorded an additional expense of $55 and $20 for further costs related to this matter for the three months ended March 31, 2018 and June 30, 2018, respectively. Our total expense for costs incurred related to this matter at June 30, 2018 was $669, $636 of which remained accrued and unpaid at June 30, 2018. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, under the modified retrospective approach applied to certain contracts which were not completed as of December 31, 2017 using the practical expedient in paragraph 606-10-10-4 that allows for the use of a portfolio approach, because we have determined that the effect of applying the guidance to our portfolios of contracts within the scope of ASC Topic 606 on our consolidated financial statements would not differ materially from applying the guidance to each individual contract within the respective portfolio or our performance obligations within that portfolio. This approach will also be used for future contract modifications, if any. The five step model defined by ASC Topic 606 requires us to (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. Our adoption of ASC Topic 606 did not result in an adjustment to our retained earnings and did not have a material impact on the amount and timing of our revenue recognition for the three and six months ended June 30, 2018. A substantial portion of our revenue relates to contracts with residents for housing services that are generally short term in nature and fall under FASB ASC Topic 840, Leases, or ASC Topic 840, which are specifically excluded from the scope of ASC Topic 606. Our contracts with residents and other customers that are within the scope of ASC Topic 606 are also generally short term in nature. We have determined that services performed under those contracts are considered one performance obligation in accordance with ASC Topic 606 as such services are regarded a series of distinct events with the same timing and pattern of transfer to the resident or customer. Revenue is recognized for those contracts when our performance obligation is satisfied by transferring control of the service provided to the resident or customer, which is generally when the services are provided over time. Senior Living Revenue. Resident fees at our independent living and assisted living communities consist of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally short term (30 days to one year), with regular monthly charges billed in advance. Funds received from residents in advance of services being provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an entrance fee in advance of a resident moving into the community; substantially all of these community fees are non-refundable and are initially recorded as deferred revenue and included in other current liabilities in our consolidated balance sheets. These deferred amounts then are amortized on a straight line basis into revenue over the term of the resident agreement. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. A substantial portion of our senior living revenue related to housing services falls under ASC Topic 840, and is recorded on a straight line basis over the term of the resident agreement. Revenue for additional requested services is recognized in accordance with ASC Topic 606 and measured based on the consideration specified in the resident agreement and is recorded when the services are provided. In our SNFs and certain of our independent and assisted living communities where we provide SNF services, we are paid fixed daily rates from governmental and contracted third party payers, and we charge a predetermined fixed daily rate for private pay residents. These fixed daily rates and certain other fees are billed monthly in arrears. Although there are complex regulatory compliance rules governing fixed daily rates, we have no episodic payments or capitation arrangements. We currently use the “most likely amount” technique to estimate revenue in accordance with ASC Topic 606, although rates are generally known and considered fixed prior to services being performed, whether included in the resident agreement or contracted with governmental or third party payers. Rate adjustments from Medicare or Medicaid are recorded when known (without regard to when the assessment is paid or withheld), and subsequent adjustments to these amounts are recorded in revenues when known. Billings under certain of these programs are subject to audit and possible retroactive adjustment, and related revenue is recorded at the amount we ultimately expect to receive, which is inclusive of the estimated retroactive adjustments or refunds, if any, under reimbursement programs. Retroactive adjustments are recorded on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Revenue is recognized when performance obligations are satisfied by transferring control of the service provided to the resident, which is generally when services are provided over the duration of care. We derived approximately 22.8% and 23.0% of our senior living revenues for the three months ended June 30, 2018 and 2017, respectively, and 23.2% and 23.1% for the six months ended June 30, 2018 and 2017, respectively, from payments under Medicare and Medicaid programs. Management Fee Revenue and Reimbursed Costs Incurred on Behalf of Managed Communities. We manage senior living communities for the account of Senior Housing Properties Trust, or, together with its subsidiaries, SNH, pursuant to long term management agreements which provide for periodic management fee payments to us and reimbursement for our direct costs and expenses related to such communities. Management fees are determined by an agreed upon percentage of gross revenues (as defined) and recognized in accordance with ASC Topic 606 in the same period that we provide the management services to SNH, generally monthly. FASB Accounting Standards Update, or ASU, No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which we adopted effective January 1, 2018, clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Where we are the primary obligor and therefore control the transfer of the goods and services with respect to any such operating expenses incurred in connection with the management of these communities, we recognize revenue when the goods have been delivered or the service has been rendered and we are due to be reimbursed from SNH. Such revenue is included in reimbursed costs incurred on behalf of managed communities in our consolidated statements of operations. The related costs are included in costs incurred on behalf of managed communities in our consolidated statements of operations. Amounts due from SNH related to management fees and reimbursed costs incurred on behalf of managed communities are included in due from related persons in our consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. Prior to our adoption of this ASU, we recorded changes in the fair value of our equity investments through other comprehensive income. Pursuant to this ASU, these changes will now be recorded through earnings. We adopted this ASU using the cumulative effect adjustment method and recorded an adjustment of $1,107 on January 1, 2018 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets. Affiliates Insurance Company, or AIC, a private company in which we have an equity investment, chose to early adopt this ASU during the second quarter of 2018, and therefore we recorded a cumulative effect adjustment of $840 to accumulated other comprehensive income and accumulated deficit in our consolidated balance sheets to reflect our share of AIC's adjustment to its equity investments. See Note 11 for more information regarding our arrangements with AIC. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. Additionally, real estate sales are within the scope of ASU No. 2014-09, as amended by ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets. Under these ASUs, income recognition for real estate sales is primarily based on the transfer of control of the real estate rather than the continuing involvement in the real estate under the current guidance. As a result, more of our transactions may qualify as real estate sales and we may be required to recognize gains or losses sooner. We adopted these ASUs on January 1, 2018 using the modified retrospective approach. The adoption of these ASUs did not result in any adjustment to our initial retained earnings and did not result in any significant change to the amount and timing of our revenue recognition. The adoption of these ASUs did result in expanded disclosures related to the nature, amount, timing and uncertainty of our revenue and cash flows arising from our contracts with customers that are included within the scope of these ASUs. See also the discussion above under “Revenue Recognition” for more information regarding the impact of these ASUs on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how entities present and classify certain cash receipts and cash payments in the statement of cash flows. The adoption of this ASU did not have a material impact on our consolidated financial statements. On January 1, 2018, we adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the reconciliation of the beginning-of-period and end-of-period amounts presented in the statement of cash flows include restricted cash and restricted cash equivalents. We adopted this ASU retrospectively to all periods presented in our consolidated statement of cash flows. Pursuant to this ASU, in the event restricted cash is presented separately from cash and cash equivalents in the balance sheets, entities are required to reconcile the amounts presented in the statement of cash flows to the amounts presented in the balance sheet and to disclose information about the nature of the restrictions. We have presented our consolidated statement of cash flows to reconcile both cash and cash equivalents and restricted cash and restricted cash equivalents and have provided a reconciliation to the amounts presented in our consolidated statements of cash flows to the amounts presented in our consolidated balance sheets. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. This ASU requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which works to improve on certain aspects of ASU No. 2016-02 identified by stakeholders as problematic or difficult to implement, including the adoption method. Currently, entities are required to adopt this ASU using a modified retrospective transition method. Under that transition method, an entity initially applies this ASU at the beginning of the earliest period presented in its financial statements. ASU No. 2018-11 provides another adoption method, which allows entities to initially apply ASU No. 2016-02 at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. ASU No. 2018-11 also provides lessors with a practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. In addition, ASU No. 2018-11 clarifies which ASC Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with ASC Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC Topic 842. While we are continuing to assess the potential impact that the adoption of ASU No. 2016-02 may have on our consolidated financial statements, we believe the adoption of this ASU will have a material impact on our consolidated balance sheets due to the recognition of lease rights and obligations as assets and liabilities. While the adoption of this ASU will not affect the rent we pay, we expect the amounts presented in our consolidated statements of operations and comprehensive loss to change materially. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires a financial asset or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This ASU eliminates the probable initial recognition threshold and instead requires reflection of an entity’s current estimate of all expected credit losses. In addition, this ASU amends the current available for sale security other-than-temporary impairment model for debt securities. The length of time that the fair value of an available for sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists and credit losses will now be limited to the difference between a security’s amortized cost basis and its fair value. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), which shortens the amortization period for certain callable debt securities held at a premium. Specifically, this ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), which permits an entity to reclassify the tax effects that remain recorded within other comprehensive income to retained earnings as a result of tax reform legislation that became effective in December 2017. This ASU is effective for reporting periods beginning after December 15, 2018. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718), which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Revenue disaggregated by type of contract and payer | The following table presents revenue disaggregated by type of contract and payer:
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Property and Equipment (Tables) |
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Schedule of property and equipment | Property and equipment consists of the following:
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Accumulated Other Comprehensive Income (Tables) |
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Schedule of changes in accumulated other comprehensive income, net of tax | The following table details the changes in accumulated other comprehensive income, net of tax, for the six months ended June 30, 2018:
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Fair Values of Assets and Liabilities (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on a recurring and non recurring basis, categorized by the level of inputs used in the valuation of each asset | The tables below present the assets measured at fair value at June 30, 2018 and December 31, 2017 categorized by the level of inputs used in the valuation of each asset.
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Indebtedness (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of mortgages | The following table is a summary of this mortgage as of June 30, 2018:
|
Property and Equipment (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Property and Equipment | |||||
Property and equipment, gross | $ 449,857,000 | $ 449,857,000 | $ 436,457,000 | ||
Accumulated depreciation | (202,229,000) | (202,229,000) | (184,953,000) | ||
Property and equipment, net | 247,628,000 | 247,628,000 | 251,504,000 | ||
Depreciation expense | 8,957,000 | $ 9,729,000 | 17,797,000 | $ 19,131,000 | |
Long lived asset impairment | 365,000 | $ 176,000 | 365,000 | $ 386,000 | |
Assets held for sale | 0 | 0 | 59,080,000 | ||
SNH | |||||
Property and Equipment | |||||
Assets held for sale for increased rent pursuant to the terms of leases with SNH | 2,561,000 | 2,561,000 | |||
Land | |||||
Property and Equipment | |||||
Property and equipment, gross | 16,383,000 | 16,383,000 | 16,383,000 | ||
Buildings and improvements | |||||
Property and Equipment | |||||
Property and equipment, gross | 208,079,000 | 208,079,000 | 211,812,000 | ||
Furniture, fixtures and equipment | |||||
Property and Equipment | |||||
Property and equipment, gross | $ 225,395,000 | $ 225,395,000 | $ 208,262,000 |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Tax Disclosure [Abstract] | ||||
(Provision) benefit for income taxes | $ (281) | $ 1,366 | $ (537) | $ 1,275 |
Earnings Per Share (Details) - $ / shares |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Earnings Per Share [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,245,186 | 1,097,605 | 1,255,478 | 1,021,037 |
Fair Values of Assets and Liabilities - Non-recurring Measurements (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Carrying value and fair value | ||
Mortgage notes payable | $ 7,705 | $ 7,872 |
Liabilities held for sale | 0 | 34,781 |
Carrying value | ||
Carrying value and fair value | ||
Mortgage notes payable | 8,032 | 8,188 |
Estimated fair value | Significant Unobservable Inputs | ||
Carrying value and fair value | ||
Mortgage notes payable | $ 9,150 | $ 9,617 |
Indebtedness - Payments of Principal and Interest (Details) - September 2032 $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Indebtedness | |
Unamortized discount and debt issuance costs | $ 292 |
Mortgage notes | |
Indebtedness | |
Balances | $ 8,324 |
Contractual Stated Interest Rate | 6.20% |
Effective Interest Rate | 6.70% |
Monthly Payment | $ 72 |
Business Management Agreement with RMR LLC - Narrative (Details) - RMR LLC - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Business Management Agreement [Line Items] | ||||
Business management fees | $ 2,257 | $ 2,286 | $ 4,514 | $ 4,553 |
Reimbursable expenses, internal audit costs | $ 54 | $ 67 | $ 123 | $ 134 |
Related Person Transactions (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018
USD ($)
company
shares
|
Jun. 30, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
company
shares
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Related Party Transaction [Line Items] | |||||
Rent expense | $ 52,113 | $ 51,514 | $ 104,358 | $ 102,745 | |
Equity investment of an investee | $ 8,158 | $ 8,158 | $ 8,185 | ||
SNH | |||||
Related Party Transaction [Line Items] | |||||
Number of shares owned (in shares) | shares | 4,235,000 | 4,235,000 | |||
Percentage of outstanding common shares owned | 8.40% | 8.40% | |||
ABP Trust | |||||
Related Party Transaction [Line Items] | |||||
Number of shares owned (in shares) | shares | 17,999,999 | 17,999,999 | |||
Percentage of outstanding common shares owned | 35.60% | 35.60% | |||
Rent expense | $ 415 | $ 423 | $ 879 | $ 796 | |
AIC | |||||
Related Party Transaction [Line Items] | |||||
Number of companies in related party entity | company | 4 | 4 | |||
Aggregate annual premiums to be paid in next policy year | $ 2,944 | $ 2,944 | |||
Equity investment of an investee | $ 8,158 | $ 8,158 | $ 8,185 |
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