Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 20, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 1-16817 | ||
Entity Registrant Name | FIVE STAR SENIOR LIVING INC. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 04-3516029 | ||
Entity Address, Address Line One | 400 Centre Street | ||
Entity Address, City or Town | Newton | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02458 | ||
City Area Code | 617 | ||
Local Phone Number | 796‑8387 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | FVE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 73 | ||
Entity Common Stock, Shares Outstanding | 31,678,649 | ||
Documents Incorporated by Reference | Certain information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2020. | ||
Entity Central Index Key | 0001159281 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 84,351 | $ 31,740 |
Restricted cash and cash equivalents | 23,877 | 23,995 |
Accounts receivable, net of allowance of $3,149 and $4,664, respectively | 9,104 | 34,190 |
Due from related person | 96,357 | 5,533 |
Debt and equity investments, of which $11,125 and $12,622 are restricted, respectively | 19,961 | 21,070 |
Prepaid expenses and other current assets | 28,658 | 17,286 |
Assets held for sale | 0 | 9,554 |
Total current assets | 262,308 | 143,368 |
Property and equipment, net | 159,251 | 167,247 |
Operating lease right-of-use assets | 18,030 | 20,855 |
Finance lease right-of-use assets | 4,493 | 0 |
Restricted cash and cash equivalents | 1,369 | 1,244 |
Restricted debt and equity investments | 4,788 | 7,105 |
Equity investment of an investee, net | 11 | 298 |
Other long-term assets | 3,956 | 5,676 |
Total assets | 454,206 | 345,793 |
Current liabilities: | ||
Accounts payable | 23,454 | 30,440 |
Accrued expenses and other current liabilities | 41,843 | 55,981 |
Accrued compensation and benefits | 70,543 | 35,629 |
Accrued self-insurance obligations | 31,355 | 23,791 |
Operating lease liabilities | 2,567 | 2,872 |
Finance lease liabilities | 808 | 0 |
Due to related persons | 6,585 | 2,247 |
Mortgage note payable | 388 | 362 |
Security deposits and current portion of continuing care contracts | 365 | 434 |
Liabilities held for sale | 0 | 12,544 |
Total current liabilities | 177,908 | 164,300 |
Long-term liabilities: | ||
Accrued self-insurance obligations | 37,420 | 33,872 |
Operating lease liabilities | 17,104 | 19,671 |
Finance lease liabilities | 3,921 | 0 |
Mortgage note payable | 6,783 | 7,171 |
Other long-term liabilities | 538 | 798 |
Total long-term liabilities | 65,766 | 61,512 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $0.01: 75,000,000 shares authorized, 31,679,207 and 5,154,892 shares issued and outstanding, respectively | 317 | 52 |
Additional paid-in-capital | 460,038 | 362,450 |
Accumulated deficit | (251,139) | (245,184) |
Accumulated other comprehensive income | 1,316 | 2,663 |
Total shareholders’ equity | 210,532 | 119,981 |
Total liabilities and shareholders’ equity | $ 454,206 | $ 345,793 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 3,149 | $ 4,664 |
Investments in available for sale securities, restricted | $ 11,125 | $ 12,622 |
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) | 31,679,207 | 5,154,892 |
Common stock, shares outstanding (in shares) | 31,679,207 | 5,154,892 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||
Total revenues | $ 1,163,742 | $ 1,415,144 |
Other operating income | 3,435 | 0 |
OPERATING EXPENSES | ||
General and administrative | 87,168 | 87,884 |
Rent expense | 5,118 | 141,486 |
Depreciation and amortization | 10,997 | 16,640 |
Loss on sale of senior living communities | 0 | 856 |
Long-lived asset impairment | 0 | 3,282 |
Total operating expenses | 1,151,235 | 1,435,418 |
Operating income (loss) | 15,942 | (20,274) |
Interest, dividend and other income | 757 | 1,364 |
Interest and other expense | (1,631) | (2,615) |
Unrealized gain on equity investments | 480 | 782 |
Realized gain on sale of debt and equity investments | 425 | 229 |
Loss on termination of leases | (22,899) | 0 |
Loss before income taxes and equity in earnings of an investee | (6,926) | (20,514) |
Provision for income taxes | (663) | (56) |
Equity in earnings of an investee | 0 | 575 |
Net loss | $ (7,589) | $ (19,995) |
Weighted average shares outstanding—basic and diluted (in shares) | 31,471 | 5,006 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.24) | $ (3.99) |
Senior living | ||
REVENUES | ||
Total revenues | $ 77,015 | $ 1,036,498 |
Management fees | ||
REVENUES | ||
Total revenues | 62,880 | 16,169 |
Rehabilitation and wellness services | ||
REVENUES | ||
Total revenues | 82,032 | 48,685 |
OPERATING EXPENSES | ||
Cost of revenues | 64,496 | 39,903 |
Total management and operating revenues | ||
REVENUES | ||
Total revenues | 221,927 | 1,101,352 |
Reimbursed community-level costs incurred on behalf of managed communities | ||
REVENUES | ||
Total revenues | 916,167 | 313,792 |
OPERATING EXPENSES | ||
Cost of revenues | 916,167 | 313,792 |
Other reimbursed expenses | ||
REVENUES | ||
Total revenues | 25,648 | 0 |
Senior living wages and benefits | ||
OPERATING EXPENSES | ||
Cost of revenues | 41,819 | 538,931 |
Other senior living operating expenses | ||
OPERATING EXPENSES | ||
Cost of revenues | $ 25,470 | $ 292,644 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (7,589) | $ (19,995) |
Other comprehensive income: | ||
Unrealized gain on debt investments, net of tax of $0 and $294, respectively | 649 | 831 |
Equity in unrealized gain of an investee, net of tax of $0 and $0, respectively | 0 | 90 |
Realized gain on debt investments reclassified and included in net loss, net of tax of $0 and $0, respectively | (302) | 0 |
Other comprehensive income | 347 | 921 |
Comprehensive loss | $ (7,242) | $ (19,074) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on debt investments, tax | $ 0 | $ 294 |
Equity in unrealized gain of an investee, tax | 0 | 0 |
Tax on realized (gain) loss on debt investments | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeCumulative Effect, Period of Adoption, Adjustment |
Balance (in shares) at Dec. 31, 2018 | 5,085,345 | |||||||
Balance at Dec. 31, 2018 | $ 71,169 | $ 67,473 | $ 51 | $ 362,012 | $ (292,636) | $ 67,473 | $ 1,742 | |
Comprehensive income (loss): | ||||||||
Net loss | (19,995) | (19,995) | ||||||
Unrealized gain on investments, net of tax | 831 | 831 | ||||||
Equity in unrealized gain of an investee, net of tax | 90 | 90 | ||||||
Total comprehensive (loss) income | (19,074) | (19,995) | 921 | |||||
Grants under share award plan and share based compensation (in shares) | 85,800 | |||||||
Grants under share award plan and share based compensation | 439 | $ 1 | 438 | |||||
Repurchases under share award plan (in shares) | (16,253) | |||||||
Repurchases under share award plan | $ (26) | (26) | ||||||
Balance (in shares) at Dec. 31, 2019 | 5,154,892 | 5,154,892 | ||||||
Balance at Dec. 31, 2019 | $ 119,981 | $ 0 | $ 52 | 362,450 | (245,184) | $ 1,694 | 2,663 | $ (1,694) |
Comprehensive income (loss): | ||||||||
Net loss | (7,589) | (7,589) | ||||||
Unrealized gain on investments, net of tax | 649 | 649 | ||||||
Realized gain on debt investments reclassified and included in net loss, net of tax | (302) | (302) | ||||||
Total comprehensive (loss) income | (7,242) | (7,589) | 347 | |||||
Issuance of common shares (in shares) | 26,387,007 | |||||||
Issuance of common shares | 97,340 | $ 264 | 97,076 | |||||
Grants under share award plan and share based compensation (in shares) | 155,150 | |||||||
Grants under share award plan and share based compensation | 525 | $ 1 | 524 | |||||
Repurchases under share award plan (in shares) | (17,842) | |||||||
Repurchases under share award plan | $ (72) | (12) | (60) | |||||
Balance (in shares) at Dec. 31, 2020 | 31,679,207 | 31,679,207 | ||||||
Balance at Dec. 31, 2020 | $ 210,532 | $ 317 | $ 460,038 | $ (251,139) | $ 1,316 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,589) | $ (19,995) |
Adjustments to reconcile net loss to net cash provided (used in) by operating activities: | ||
Depreciation and amortization | 10,997 | 16,640 |
Loss on sale of senior living communities | 0 | 856 |
Unrealized gain on equity securities | (480) | (782) |
Realized gain on sale of debt and equity securities | (425) | (229) |
Loss on termination of leases | 22,899 | 0 |
Long-lived asset impairment | 0 | 3,282 |
Equity in earnings of an investee | 0 | (575) |
Share-based compensation | 513 | 439 |
Provision for losses on accounts receivables | 1,450 | 4,891 |
Amortization of non-cash rent adjustments | 0 | (13,840) |
Other non-cash expense (income) adjustments, net | 633 | 432 |
Changes in assets and liabilities: | ||
Accounts receivable | 23,636 | (1,323) |
Due from related person | (70,799) | 15,017 |
Prepaid expenses and other current assets | (10,324) | 914 |
Accounts payable | (6,986) | 10,271 |
Accrued expenses and other current liabilities | 37,813 | (6,770) |
Accrued compensation and benefits | 34,914 | 208 |
Due to related persons | 4,338 | (16,636) |
Other current and long term liabilities | 10,791 | 3,091 |
Net cash provided by (used in) operating activities | 51,381 | (4,109) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (5,427) | (57,494) |
Purchases of debt and equity investments | (5,750) | (2,991) |
Proceeds from sale of property and equipment | 2,725 | 110,027 |
Settlement of liabilities from sale of communities | 0 | (754) |
Distributions in excess of earnings from Affiliates Insurance Company | 287 | 9,000 |
Proceeds from sale of debt and equity investments | 10,408 | 5,193 |
Net cash provided by investing activities | 2,243 | 62,981 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings on revolving credit facility | 0 | 5,000 |
Repayments of borrowings on revolving credit facility | 0 | (56,484) |
Costs related to issuance of common stock | (559) | 0 |
Repayments of mortgage notes payable | (387) | (365) |
Payment of deferred financing fees | 0 | (1,271) |
Payment of employee tax obligations on withheld shares | (60) | (26) |
Net cash used in financing activities | (1,006) | (53,146) |
Increase in cash and cash equivalents and restricted cash and cash equivalents | 52,618 | 5,726 |
Restricted cash included in held for sale assets | 0 | (5) |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 56,979 | 51,258 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 109,597 | 56,979 |
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents: | ||
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 56,979 | 56,979 |
Supplemental cash flow information: | ||
Interest paid | 572 | 1,819 |
Income taxes received, net | (40) | (1,947) |
Non-cash investing and financing activities: | ||
Liabilities assumed related to issuance of our common stock | 51,547 | 0 |
Right-of-use assets obtained in exchange for finance lease liabilities | 4,724 | 0 |
Change in accrued capital | $ 2,656 | $ (785) |
Basis of Presentation and Organ
Basis of Presentation and Organization | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization General . Five Star Senior Living Inc., collectively with its consolidated subsidiaries, the Company, we, us or our, is a corporation formed in 2001 under the laws of the State of Maryland. As of December 31, 2020, we managed or operated 252 senior living communities located in 31 states with 29,271 living units, including 243 primarily independent and assisted living communities with 28,316 living units, which include 37 continuing care retirement communities, or CCRCs, with 8,574 living units, and 9 primarily skilled nursing facilities, or SNF's with 955 living units. As of December 31, 2020, we managed 228 of these senior living communities (26,969 living units), we owned and operated 20 of these senior living communities (2,098 living units) and we leased and operated four of these senior living communities (204 living units). Our 252 senior living communities, as of December 31, 2020, included 10,982 independent living apartments, 15,332 assisted living suites (which includes 3,220 of our Bridge to Rediscovery memory care units) and 2,957 SNF units. The foregoing numbers exclude living units categorized as out of service. Ageility Physical Therapy Solutions, or Ageility, a division of our rehabilitation and wellness services segment, provides a comprehensive suite of rehabilitation and wellness services at our senior living communities as well as at outpatient clinics located separately from our senior living communities. As of December 31, 2020, we operated 37 inpatient rehabilitation and wellness services clinics in senior living communities owned by Diversified Healthcare Trust, or DHC, which are managed by us. As of December 31, 2020, we operated 207 outpatient rehabilitation and wellness services clinics, of which 149 were located at our managed, leased and owned senior living communities and 58 were located within senior living communities not owned or leased by us or managed on behalf of DHC. Restructuring of Business Arrangements with DHC . On April 1, 2019, we entered into a transaction agreement, or the Transaction Agreement, with DHC, to restructure our business arrangements with DHC, pursuant to which, effective as of January 1, 2020, or the Conversion Time: • our five then existing master leases with DHC as well as our then existing management and pooling agreements with DHC were terminated and replaced with new management agreements for all of these senior living communities, together with a related omnibus agreement, or collectively, the New Management Agreements; • we issued 10,268,158 of our common shares to DHC and an aggregate of 16,118,849 of our common shares to DHC’s shareholders of record as of December 13, 2019, or, together, the Share Issuances; and • as consideration for the Share Issuances, DHC provided to us $75,000 by assuming certain of our working capital liabilities and through cash payments. Such consideration, the Conversion and the Share Issuances are collectively referred to as the Restructuring Transactions. As of January 1, 2020, we reorganized our business to better align with the different services we offer older adults. In connection with our reorganization, we changed our reporting structure and the composition of our reporting units. We have reclassified certain prior year amounts to conform to the current year’s presentation. See Notes 2 and 4 for more information regarding our segment reporting. As of January 1, 2020, we reclassified certain of our investments from debt investments to equity investments to reflect the nature of the investment rather than the nature of the securities held by the investment. As a result, we reclassified the related unrealized gain of $1,694 from accumulated other comprehensive income to accumulated deficit on January 1, 2020. See Note 8 for more information regarding these investments. Reverse Share Split. On September 30, 2019, we completed a one-for-ten reverse share split of our outstanding common shares, or the Reverse Share Split, pursuant to which every ten of our common shares issued and outstanding as of the effective time of the Reverse Share Split were converted into one share of our common stock, par value $0.10 per share, subject to the receipt of cash in lieu of fractional shares. Following the effective time of the Reverse Share Split on September 30, 2019, we changed the par value of our common stock from $0.10 per share back to $0.01 per share. The Reverse Share Split affected all record holders of our common shares uniformly and did not affect any record shareholder's percentage of ownership interest in us. The Reverse Share Split reduced the number of our then issued and outstanding common shares from 50,823,340 to 5,082,334. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation . The accompanying consolidated financial statements include the accounts of Five Star Senior Living Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Estimates and Assumptions. The preparation of these financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes. Significant estimates in our consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance for doubtful accounts, self-insurance reserves and estimates concerning our provision for income taxes or valuation allowance related to deferred tax assets. Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, debt and equity investments, accounts payable and a mortgage note payable. Except for our mortgage note payable, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2020 and 2019. We estimate the fair values of our mortgage note payable using market quotes when available, discounted cash flow analyses and current prevailing interest rates. Our assets recorded at fair value have been categorized based on a fair value hierarchy. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels. Level 1 - Inputs are based on 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 based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments and quoted prices in inactive markets. Level 3 - Inputs are generated from model-based techniques that use significant assumptions that are not observable in the market. Segment Information. Operating segments are components of an enterprise that engages in business activities and for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in determining the allocation of resources and in assessing performance. Our chief operating decision maker is our President and Chief Executive Officer. Effective as of January 1, 2020, we reorganized our business to better align with the different services we offer to older adults. As a result of the reorganization, our chief operating decision maker changed the manner in which our performance is assessed and, therefore, we changed our reporting structure and the composition of our operating segments. Since the reorganization of our business on January 1, 2020, we operate in two reportable segments: (1) senior living and (2) rehabilitation and wellness services. In the senior living reportable segment, we manage for the account of others and operate for our own account, independent living communities, assisted living communities, CCRCs and SNFs that are subject to centralized oversight. In the rehabilitation and wellness services segment, we primarily provide a comprehensive suite of rehabilitation and wellness services, including physical, occupational, speech and other specialized therapy services, in inpatient and outpatient clinics through our Ageility division. Corporate and other amounts excluded from our reportable segments' performance are separately stated and include amounts related to functional areas such as finance, information technology, legal, human resources and our captive insurance company subsidiary, which participates in our workers' compensation, professional and general liability and certain automobile insurance programs. We allocate corporate and other amounts to our senior living and rehabilitation and wellness services segments to assist in determining the allocation of resources and assessing the performance of our segments. Corporate and other allocation amounts are determined by applying an estimated cost rate to the revenues of each division within the reportable segments. Estimated cost rates used to allocate corporate and other amounts vary by division. All of our operations and assets are located in the United States, except for the operations of our captive insurance company subsidiary, which is organized in the Cayman Islands. We do not allocate assets to operating segments and, therefore, no asset information is provided for reportable segments. See Note 4 for more information. Net Income (Loss) Per Share. We calculate basic net income (loss) per common share, or EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the year. We calculate diluted EPS using the more dilutive of the two-class method or the treasury stock method. See Note 7 for more information. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents. Cash and cash equivalents as of December 31, 2020 and 2019, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost, which approximates market. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash and cash equivalents as of December 31, 2020 and 2019 include cash we deposited as security for obligations arising from our self-insurance programs and other amounts for which we are required to establish escrows, including real estate taxes and capital expenditures, as required by our mortgage and certain resident security deposits. Our restricted cash and cash equivalents consist of the following: As of December 31, 2020 2019 Current Long-Term Current Long-Term Workers’ compensation letter of credit collateral $ 21,561 $ — $ 21,655 $ — Insurance reserves and other restricted amounts 644 1,369 679 1,244 Health deposit-imprest cash 1,103 — 1,103 — Real estate taxes and certain capital expenditures as required by our mortgage 569 — 526 — Resident security deposits — — 32 — Total $ 23,877 $ 1,369 $ 23,995 $ 1,244 Concentrations of Credit Risk. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. We have investment policies that, among other things, limit investments to investment-grade securities. We hold our cash and cash equivalents and investments with high-quality financial institutions and we monitor the credit ratings of those institutions. We perform ongoing credit evaluations of our customers, and the risk with respect to accounts receivable is further mitigated by the diversity, both by geography and by industry, of the customer base. As of December 31, 2020, payments due from Medicare and Medicaid represented 32.0% and 1.2%, respectively, of our gross consolidated accounts receivable balance. As of December 31, 2019, payments due from Medicare and Medicaid represented 26.5% and 25.0%, respectively, of our consolidated accounts receivable. We derive primarily all of our management fee revenue from DHC. As of December 31, 2020 and 2019, we had net $89,911 and $3,363 due from DHC, respectively, which are included in due from related persons and due to related persons on our consolidated balance sheets. See Note 14 for more information. The balance due at December 31, 2020 includes deferred payroll taxes of $22,194 under the CARES Act described more fully in Note 17, as well as liabilities incurred on behalf of DHC of $30,090, which is also included in accrued expenses and other current liabilities on our consolidated balance sheets. Accounts Receivable and Allowance for Doubtful Accounts. We record accounts receivable at their estimated net realizable value. Included in accounts receivable as of December 31, 2020 and 2019, are amounts due from Medicare of $3,915 and $9,056, respectively, and amounts due from various state Medicaid programs of $152 and $8,532, respectively. The Company does not believe there are significant credit risks associated with the receivables from these governmental programs. We estimate allowances for uncollectible amounts and contractual allowances based upon factors which include, but are not limited to, historical payment trends, write-off experience, analyses of accounts receivable portfolios by payor source and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents’ or third party payers’ stated intent to pay, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. Billings for services under third-party payer programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known. The allowance for doubtful accounts reflects estimates that we periodically review and revise based on new information, to which revisions may be material. Our allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Recoveries Write-offs Balance at End of Period December 31, 2019 $ 3,422 $ 4,891 $ 1,459 $ (5,108) $ 4,664 December 31, 2020 $ 4,664 $ 1,450 $ 156 $ (3,121) $ 3,149 Equity and Debt Investments. Equity investments are carried at fair value with changes in fair value recorded in earnings. At December 31, 2020, these equity investments had a fair value of $12,439 and a net unrealized holding gain of $3,376. At December 31, 2019, these equity investments had a fair value of $6,409 and a net unrealized holding gain of $1,201. Debt investments, which are classified as available for sale, are carried at fair value, with unrealized gains and losses reported as a separate component of shareholders’ equity within accumulated other comprehensive income and “other than temporary impairment” losses recorded through earnings. Realized gains and losses on debt investments are recognized based on specific identification. Restricted debt investments are kept as security for obligations arising from our self-insurance programs. At December 31, 2020, these debt investments had a fair value of $12,310 and a net unrealized holding gain of $756. At December 31, 2019, these debt investments had a fair value of $21,766 and a net unrealized holding gain of $2,104. In 2020 and 2019, our debt and equity investments generated interest and dividend income of $757 and $1,364, respectively, which is included in interest, dividend and other income in our consolidated statements of operations. The following table summarizes the fair value and gross unrealized losses related to our debt investments, aggregated by length of time that individual securities have been in a continuous unrealized loss position for the years ended: Debt Investments Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized December 31, 2020 $ 291 $ 4 $ — $ — $ 291 $ 4 December 31, 2019 $ 292 $ 10 $ — $ — $ 292 $ 10 We routinely evaluate our debt investments to determine if they have been impaired. If the fair value of a debt investment is less than its book or carrying value and we expect that situation to continue for a more than temporary period, we will record an “other than temporary impairment” loss in our consolidated statements of operations. We evaluate the fair value of our debt investments by reviewing each investment’s current market price, the ratings of the investment, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an “other than temporary impairment” if the quoted market price of the investment is below the investment’s cost basis for an extended period, which we typically define as greater than twelve months. However, this presumption may be overcome if there is persuasive evidence indicating the value decline is temporary in nature, such as when the operating performance of the obligor is strong or if the market price of the investment is historically volatile. Additionally, there may be instances in which impairment losses are recognized even if the decline in value does not meet the criteria described above, such as if we plan to sell the investment in the near term and the fair value is below our cost basis. When we believe that a change in fair value of a debt investment is temporary, we record a corresponding credit or charge to other comprehensive income for any unrealized gains and losses. When we determine that impairment in the fair value of a debt investment is an “other than temporary impairment”, we record a charge to earnings. We did not record such an impairment charge for the years ended December 31, 2020 and 2019. Deferred Financing Costs. We capitalize issuance costs related to our secured revolving credit facility, or our credit facility, and amortize the deferred costs over the term of the agreement governing our credit facility, or our credit agreement. In June 2019, we entered into a new credit agreement to replace our prior credit facility with our $65,000 secured revolving credit facility. See Note 9 for more information on our credit facility. Our unamortized balance of deferred finance costs was $288 and $980 at December 31, 2020 and 2019, respectively, of which $288 and $692 was included in prepaid expenses and other current assets on our consolidated balance sheets as of December 31, 2020 and 2019, respectively, and $0 and $288 was included in other long-term assets on our consolidated balance sheets as of December 31, 2020 and 2019, respectively. At December 31, 2020, the weighted average amortization period remaining, related to our finance costs, is less than 1 year. Assets and Liabilities Held for Sale. We designate communities as held for sale when it is probable that the communities will be sold within one year. We record these assets on the consolidated balance sheets at the lesser of the carrying value and fair value less estimated selling costs. If the carrying value is greater than the fair value less the estimated selling costs, we record an impairment charge. We evaluate the fair value of the assets held for sale each period to determine if it has changed. At December 31, 2019, we designated all communities under our then master leases with DHC as held for sale, because, pursuant to the Transaction Agreement, effective January 1, 2020, those leases were terminated and we and DHC entered into the New Management Agreements. As of December 31, 2020, we did not have assets or liabilities classified as held for sale. Property and Equipment. Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life Buildings 40 Building and land improvements 3-15 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 We routinely perform an assessment of long-lived assets to determine if indicators of impairment are present. An indicator that the carrying amount of a long-lived asset, or asset group, is not recoverable exists if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group), or if other events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If we conclude that an impairment exists, we determine the amount of impairment loss by comparing the historical carrying value of the asset, or group of assets, to their 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. Equity Method Investments. Until its dissolution on February 13, 2020, six other shareholders and we each owned approximately 14.3% of Affiliates Insurance Company's, or AIC's, outstanding equity. Although we owned less than 20% of AIC, we used the equity method to account for this investment because we believed that we had significant influence over AIC, as all of our then Directors were also directors of AIC. Under the equity method, we recorded our percentage share of net earnings from AIC in our consolidated statements of operations. If we determined there was an “other than temporary impairment” in the fair value of this investment, we would have recorded a charge to earnings. In evaluating the fair value of this investment, we considered, among other things, the assets and liabilities held by AIC, AIC’s overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. At the time of its dissolution, we had invested $6,034 in AIC. As of December 31, 2020 and 2019, our investment in AIC had a carrying value of $11 and $298, respectively. These amounts are presented as equity investment of an investee in our consolidated balance sheets. In June 2020, we received $287 in connection with AIC's dissolution. We did not recognize any income related to our investment in AIC for the year ended December 31, 2020, and recognized income of $575 for the year ended December 31, 2019, which amount is presented as equity in earnings of an investee in our consolidated statements of operations. Our other comprehensive income includes our proportionate share of unrealized gains (losses) on securities that are owned by AIC related to our investment in AIC of $90 for the year ended December 31, 2019. As discussed further in Note 14, AIC was dissolved on February 13, 2020, and in connection with this dissolution, we and each other AIC shareholder received an initial liquidating distribution of $9,000 in December 2019 and a subsequent distribution of $287 in June 2020. Commitments and Contingencies. 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. The defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require us to incur significant expense. Loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore, the estimated minimum loss amount, which could be zero, is recorded; then, as information becomes known, the minimum loss amount is updated, as appropriate. Occasionally, a minimum or best estimate amount may be increased or decreased when events result in a changed expectation. Self-Insurance. We partially self-insure up to certain limits for workers’ compensation, professional and general liability, automobile and property coverage. Claims that exceed these limits are insured up to contractual limits, over which we are self-insured. We fully self-insure all health-related claims for our covered employees. We have established an offshore captive insurance company subsidiary that participates in our workers’ compensation, professional and general liability and automobile insurance programs. Determining reserves for the casualty, liability, workers’ compensation and healthcare losses and costs that we have incurred as of the end of a reporting period involves significant judgments based upon our experience and our expectations of future events, including projected settlements for pending claims, known incidents that we expect may result in claims, estimates of incurred but not yet reported claims, expected changes in premiums for insurance provided by insurers whose policies provide for retroactive adjustments, estimated litigation costs and other factors. Since these reserves are based on estimates, the actual expenses we incur may differ from the amount reserved. We regularly adjust these estimates to reflect changes in the foregoing factors, our actual claims experience, recommendations from our professional consultants, changes in market conditions and other factors; it is possible that such adjustments may be material. Lease Accounting. At the inception of a contract, we, as lessee, evaluate and determine whether such a contract is or contains a lease based on whether such contract conveys the right to control the use of the identified asset. We 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. We have elected to apply the portfolio approach where possible in assessing our leases and performed an assessment of all our leases. In addition, we have elected the practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. As lessee, we lease senior living communities and our headquarters, and enter into contracts for the use and maintenance of various equipment that contain a lease. We have determined that an equipment lease has met the criteria to be classified as a finance lease. The remaining leases are operating leases. We have determined that our leases for the use and maintenance of equipment are short-term leases, except for the lease that is classified as a finance lease. We have made an accounting policy election for our leases, which are determined to be short-term leases, whereby we recognize the lease payments on a straight-line basis over the lease term and variable lease payments in the period in which the obligations for those payments are incurred. Expenses related to these leases are recognized in the consolidated statement of operations in other senior living operating expenses and general and administrative expenses and are not material to our consolidated financial statements. We have determined that our leases for senior living communities, our headquarters and the equipment finance lease are long-term leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Accordingly, we have recorded a right-of-use asset and lease liability for all of our long-term leases. We determined that the discount rate implicit in the leases was not readily available, and therefore, we determined our incremental borrowing rate, or IBR, to calculate the right-of-use assets and lease liabilities, except for the equipment finance lease where we used the discount rate implicit in the lease. For purposes of determining the lease term, we concluded that it is not reasonably certain that our lease extensions will be exercised and, therefore, we included payments required to be made under the committed lease term in calculating the right-of-use assets and lease liabilities. In the consolidated statement of operations, expenses related to the leases for senior living communities are recognized in rent expense, expenses related to our headquarters are recorded in general and administrative and expenses related to our equipment finance lease are recognized in depreciation and amortization and interest and other expense. In 2019, we recognized variable lease payments primarily relating to percentage rent paid under our then leases with DHC and operating costs such as insurance and real estate taxes, in the statement of operations in the period in which the obligations for those payments are incurred. There were no variable lease payments in 2020. We have capitalized initial direct costs related to our finance lease, which are not material to our consolidated financial statements. Our leases have remaining lease terms of up to eight years. Our lease terms may include options to extend or terminate the lease. The options are included in the lease term when it is determined that it is reasonably certain the option will be exercised. The Company recorded right-of-use assets and lease liabilities, which are presented on the Consolidated Balance Sheet. At December 31, 2020 the weighted average remaining lease term was approximately seven years with a weighted average discount rate of 5.2%. The following table presents supplemental information related to operating and finance leases: Lease No. Number of Properties Remaining Renewal Options Right-of-Use Asset Future Minimum Rents IBR (2) Lease Liability 2021 2022 2023 2024 2025 There after Total Healthpeak lease (1) (April 30, 2028) 4 One 10-year renewal option $ 17,578 $ 2,910 $ 2,959 $ 3,023 $ 3,088 $ 3,150 $ 7,590 $ 22,720 4.60% $ 19,175 Headquarters lease (June 30, 2021) (3) 1 N/A 452 503 — — — — — 503 4.60% 496 Equipment lease (December 31, 2025) N/A 5 year renewal option 4,493 1,140 1,140 1,140 1,140 1,140 — 5,700 7.60% 4,729 Total $ 22,523 $ 4,553 $ 4,099 $ 4,163 $ 4,228 $ 4,290 $ 7,590 $ 28,923 5.20% $ 24,400 _______________________________________ (1) Lease includes assisted living communities. (2) For the equipment lease, this represents the discount rate. (3) On February 24, 2021, we entered into a second amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. Operating lease expenses consist of monthly rent costs, certain utilities and real estate taxes. For the year ended December 31, 2020, we recognized $5,118 in rent expense and $1,760 in general and administrative expenses within our consolidated statements of operations. For the year ended December 31, 2020, we recognized finance lease expenses of $323, consisting of amortization of the right-of-use asset of $230 and interest expense on the lease liability of $93, which are recorded in our consolidated statements of operations in depreciation and amortization and interest and other expenses, respectively. ASC Topic 842 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, ASC Topic 842 clarifies which ASC Topic (Topic 842 or FASB ASC Topic 606, Revenue from Contracts with Customers , or ASC 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 components, the lessor should account for the combined component in accordance with ASC Topic 606. Otherwise, the lessor should account for the combined component as an operating lease. We have elected this practical expedient and recognized revenue under our resident agreements at our independent living and assisted living communities based upon the predominant component rather than allocating the consideration and separately accounting for it under ASC Topic 842 and ASC Topic 606. We have concluded that the non-lease components of the agreements with respect to our independent and assisted living communities are the predominant component of the leases and, therefore, we recognize revenue for these agreements under ASC Topic 606. Stock-Based Compensation. We have a stock-based compensation plan under which we grant equity-based awards. We measure the compensation cost of award recipients’ services received in exchange for an award of equity instruments based on the grant date fair value of the underlying award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. The impact of forfeitures are recognized as they occur. Income Taxes. Our income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent, we believe that we are more likely than not that all or a portion of deferred tax assets will not be realized, we establish a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent we establish a valuation allowance or increase or decrease this allowance in a given period, we include the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. In the future, if we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. We pay franchise taxes in certain states in which we have operations. We have included franchise taxes in general and administrative and other senior living operating expenses in our consolidated statements of operations. Revenue Recognition. We recognize revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, using the practical expedient 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 such portfolio. The five-step model defined by ASC Topic 606 requires us to: (i) identify our contracts with customers; (ii) identify our performance obligations under th |
Revenue and Other Operating Inc
Revenue and Other Operating Income | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Other Operating Income | Revenue and Other Operating Income The following tables present revenue from contracts by segment with customers disaggregated by type of payer, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors: December 31, 2020 Senior Rehabilitation and Wellness Services Total Private payer $ 75,625 $ 4,520 $ 80,145 Medicare and Medicaid programs 1,390 40,519 41,909 Other third-party payer programs — 36,993 36,993 Management fees 62,880 (1) — 62,880 Reimbursed community-level costs incurred on behalf of managed communities 916,167 (1) — 916,167 Other reimbursed expenses 25,648 (1) — 25,648 Total revenues $ 1,081,710 $ 82,032 $ 1,163,742 _______________________________________ (1) Represents separate revenue streams earned from DHC as part of the New Management Agreements. December 31, 2019 Senior Rehabilitation and Wellness Services Total Private payer $ 802,071 $ 2,709 $ 804,780 Medicare and Medicaid programs 204,272 27,222 231,494 Other third-party payer programs 30,155 18,754 48,909 Management fees 16,169 (1) — 16,169 Reimbursed community-level costs incurred on behalf of managed communities 313,792 (1) — 313,792 Total revenues $ 1,366,459 $ 48,685 $ 1,415,144 _______________________________________ (1) Represents separate revenue streams earned from DHC as part of the then pooling and management agreements in effect through December 31, 2019. Other operating income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law. Under the CARES Act, the U.S. Department of Health and Human Services, or HHS, established the Provider Relief Fund. Retention and use of the funds received under the CARES Act are subject to certain terms and conditions, including certain reporting requirements. Other operating income includes income recognized for funds we have received pursuant to the Provider Relief Fund of the CARES Act that we have determined are in compliance with the terms and conditions of the Provider Relief Fund of the CARES Act. We recognize other operating income to the extent we estimate we have incurred losses or COVID-19 related costs that the CARES Act is intended to compensate. The amount of income we recognize for these estimated losses is limited to the amount of funds we received during the period in which the estimated losses have been recognized or, if funds were received subsequently, the period in which the funds were received. We recognized other operating income of $3,435 for the year ended December 31, 2020. See Note 17 for more information. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Segment Information . Effective as of January 1, 2020, we changed our reporting segments, see Note 2 for more information. Results of operations and selected financial information by reportable segment and the reconciliation to the consolidated financial statements are as follows: Year ended December 31, 2020 Senior Rehabilitation and Wellness Services Corporate and Other Total Revenues $ 1,081,710 $ 82,032 $ — $ 1,163,742 Other operating income 1,715 1,720 — 3,435 Operating expenses 1,018,348 67,321 65,566 1,151,235 Operating income (loss) 65,077 16,431 (65,566) 15,942 Allocated corporate and other costs (57,023) (4,109) 61,132 — Other loss, net (288) — (22,580) (22,868) Income (loss) before income taxes and equity in earnings of an investee 7,766 12,322 (27,014) (6,926) Provision for income taxes — — (663) (663) Net income (loss) $ 7,766 $ 12,322 $ (27,677) $ (7,589) Year ended December 31, 2019 Senior Rehabilitation and Wellness Services Corporate and Other Total Revenues $ 1,366,459 $ 48,685 $ — $ 1,415,144 Operating expenses 1,307,068 41,603 86,747 1,435,418 Operating income (loss) 59,391 7,082 (86,747) (20,274) Allocated corporate and other costs (74,291) (4,361) 78,652 — Other income (loss), net 66 — (306) (240) (Loss) income before income taxes and equity in earnings of an investee (14,834) 2,721 (8,401) (20,514) Provision for income taxes — — (56) (56) Equity in earnings of an investee — — 575 575 Net (loss) income $ (14,834) $ 2,721 $ (7,882) $ (19,995) |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consist of the following: As of December 31, 2020 2019 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 202,679 201,447 Furniture, fixtures and equipment 60,713 59,174 Property and equipment, at cost 275,547 272,776 Less: accumulated depreciation (116,296) (105,529) Property and equipment, net $ 159,251 $ 167,247 We recorded depreciation expense relating to our property and equipment of $10,767 and $16,640 for the years ended December 31, 2020 and 2019, respectively. As a result of our long-lived assets impairment review, we recorded $3,148 of impairment charges to certain of our long-lived assets for the year ended December 31, 2019. The fair value of the impaired assets were $4,520 as of December 31, 2019. We also recorded long-lived asset impairment charges of $134 for the year ended December 31, 2019, to reduce the carrying value of senior living communities that we and DHC sold to their estimated fair value less costs to sell. See Note 10 for further information regarding the sales of these communities. No impairment charges were recorded for the year ended December 31, 2020. As of December 31, 2019, we had $4,813 of property and equipment, net classified as held for sale and presented separately on our consolidated balance sheets that we transferred to DHC as of January 1, 2020 pursuant to the Transaction Agreement. As of December 31, 2020, we did not have any property and equipment classified as held for sale. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019, which are included in other long-term assets on our consolidated balance sheets, were as follows: As of December 31, 2020 2019 Non-current deferred tax assets: Insurance reserves $ 2,661 $ 2,500 Tax credits 1,060 19,394 Tax loss carryforwards 36,838 62,098 Depreciable assets 7,469 5,778 Goodwill 2,536 2,536 Right-of-use lease obligation 6,242 5,886 Other assets 1,469 3,047 Total non-current deferred tax assets before valuation allowance 58,275 101,239 Valuation allowance: (46,485) (87,665) Total non-current deferred tax assets 11,790 13,574 Non-current deferred tax liabilities: Lease expense (4,381) (4,914) Right-of-use lease asset (6,180) (5,886) Other liabilities (1,085) (1,825) Total non-current deferred tax liabilities (11,646) (12,625) Net deferred tax assets $ 144 $ 949 Our federal net operating losses incurred prior to December 31, 2017 will continue to have a 20-year carryforward limitation applied to them and will need to be evaluated for recoverability in the future. Federal net operating losses incurred after December 31, 2017, if any, will have an indefinite life, but their usage will be limited to 80% of taxable income in any given year. The deduction of business interest is limited for any tax year beginning after 2017 to the sum of the taxpayer’s business interest income and 50% of adjusted taxable income. Any disallowed interest generally may be carried forward indefinitely. While we have significant net operating losses, due to a “change of ownership” under IRC Sections 382, Limitation on Net Operating Loss Carryforwards and Certain Built-In Losses Following Ownership Change , and 383, Special Limitations on Certain Excess Credits, as a result of the Share Issuances on January 1, 2020, we have an annual limitation of $445 on the amount of pre-2020 combined federal net operating losses and federal tax credit net operating loss equivalents. As a result, a portion of our federal net operating losses and federal tax credits, $88,601 and $18,498, respectively, will lapse before they can be utilized, for which we reduced our deferred tax assets ($18,606 and $18,498, respectively) and corresponding valuation allowance ($37,104). As of December 31, 2020, our federal net operating loss carryforwards, which are scheduled to begin expiring in 2027 if unused, were $87,160, after a reduction of $88,601 for net operating losses that will lapse before they can be utilized, due to the change of ownership discussed above. Our federal tax credit carryforwards, which begin expiring in 2026 if unused, were $332, after a reduction of $18,498 for federal tax credits that will lapse before they can be utilized, also due to the change of ownership. We are subject to U.S. federal income tax, as well as income tax in multiple state and local jurisdictions. As of December 31, 2020, all material state and local income tax matters have been concluded through 2017 and all material federal income tax matters have been concluded through 2014. However, in some jurisdictions (U.S. federal and state), operating losses and tax credits may be subject to adjustment until such time as they are utilized and the year of utilization is closed to adjustment. Management assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. An important piece of objective negative evidence evaluated were the losses we incurred over the three-year period ending December 31, 2020. That objective negative evidence is difficult to overcome and would require a substantial amount of objectively verifiable positive evidence beyond projections of future income to support the realization of our deferred tax assets. Accordingly, on the basis of that assessment, we have recorded a valuation allowance against the majority of our net deferred tax assets as of December 31, 2020 and 2019. 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. The changes in our valuation allowance for deferred tax assets were as follows: Balance at Amounts Amounts Amounts (Credited) Charged to Equity Balance at Year Ended December 31, 2019 $ 101,300 $ — $ (13,341) $ (294) $ 87,665 Year Ended December 31, 2020 $ 87,665 $ 584 $ (41,834) $ 70 $ 46,485 For the year ended December 31, 2020, we recognized a provision for income taxes from operations of $663, attributable to a federal benefit of $229, plus state income taxes of $892 that includes a charge to the state valuation allowance of $527. The provision for income taxes from operations is as follows: Years Ended December 31, 2020 2019 Current tax provision: Federal $ (506) $ (561) State 365 244 Total current tax benefit (141) (317) Deferred tax provision: Federal 277 277 State 527 96 Total deferred tax provision 804 373 Total tax provision $ 663 $ 56 The principal reasons for the difference between our effective tax rate on operations and the U.S. federal statutory income tax rate are as follows: Years Ended December 31, 2020 2019 Taxes at statutory U.S. federal income tax rate (21.0) % (21.0) % State and local income taxes, net of federal tax benefit 4.5 % 17.2 % Tax credits 259.3 % (0.6) % Change in valuation allowance (581.2) % (67.4) % Deferred taxes — % 72.4 % Federal net operating losses 268.6 % — % State net operating losses 50.2 % — % Return to provision 36.4 % 0.2 % Investments (7.8) % — % Other differences, net 0.6 % (0.5) % Effective tax rate 9.6 % 0.3 % We utilize a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken on a tax return. The first step is a determination of whether the tax position should be recognized in the financial statements. The second step determines the measurement of the tax position. As of December 31, 2020 and 2019, there were no uncertain tax positions. We recognize interest and penalties related to income taxes in income tax expense, and such amounts were not material for the years ended December 31, 2020 and 2019. In accordance with the CARES Act, we applied an alternative minimum tax, or AMT, of $554 for the tax year 2019 to our 2020 tax return. See Note 17 for more information. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of outstanding common shares during the period. When applicable, net loss per share — diluted reflects the more dilutive earnings per share using the weighted average number of our common shares calculated using the two-class method, or the treasury stock method. The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted net loss per share (in thousands): Years Ended December 31, 2020 2019 Weighted average shares outstanding—basic 31,471 5,006 Effect of dilutive securities: unvested share awards — — Weighted average shares outstanding—diluted (1) 31,471 5,006 _______________________________________ (1) For the years ended December 31, 2020 and 2019, 110 and 121, respectively, of our unvested common shares were not included in the calculation of net loss per share—diluted because to do so would have been anti-dilutive. |
Fair Values of Assets and Liabi
Fair Values of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Assets and Liabilities | Fair Values of Assets and Liabilities Recurring Fair Value Measures The tables below present certain of our assets measured at fair value at December 31, 2020 and 2019, categorized by the level of input used in the valuation of each asset. As of December 31, 2020 Description Total Quoted Prices in Significant Other Significant Cash equivalents (1) $ 26,291 $ 26,291 $ — $ — Investments: Equity investments (2) High yield fund (3) 3,156 — 3,156 — International bond fund (4) 2,818 — 2,818 — Financial services industry 1,348 1,348 — — Healthcare 477 477 — — Technology 765 765 — — Other (5) 3,875 3,875 — — Total equity investments 12,439 6,465 5,974 — Debt investments (6) Industrial bonds 540 — 540 — Technology bonds 1,471 — 1,471 — Government bonds 7,301 7,301 — — Energy bonds 484 — 484 — Financial bonds 1,359 — 1,359 — Other 1,155 — 1,155 — Total debt investments 12,310 7,301 5,009 — Total investments 24,749 13,766 10,983 — Total $ 51,040 $ 40,057 $ 10,983 $ — As of December 31, 2019 Description Total Quoted Prices in Significant Other Significant Cash equivalents (1) $ 26,143 $ 26,143 $ — $ — Investments: Equity investments (2) Financial services industry 1,233 1,233 — — Healthcare 395 395 — — Technology 281 281 — — Other 4,500 4,500 — — Total equity investments 6,409 6,409 — — Debt investments (6) High yield fund (3) 2,977 — 2,977 — International bond fund (4) 2,680 — 2,680 — Industrial bonds 1,180 — 1,180 — Technology bonds 2,189 — 2,189 — Government bonds 9,537 9,537 — — Energy bonds 625 — 625 — Financial bonds (5) 1,853 — 1,853 — Other 725 — 725 — Total debt investments 21,766 9,537 12,229 — Total investments 28,175 15,946 12,229 — Total $ 54,318 $ 42,089 $ 12,229 $ — _______________________________________ (1) Cash equivalents consist of short-term, highly liquid investments and money market funds held primarily for obligations arising from our self-insurance programs. Cash equivalents are reported in our consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $22,837 and $23,014 of balances that are restricted at December 31, 2020 and 2019, respectively. (2) The fair value of our equity investments is readily determinable. During the years ended December 31, 2020 and 2019, we received gross proceeds of $3,845 and $1,963, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $368 and $289, respectively, and gross realized losses totaling $245 and $60, respectively. (3) The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles 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. As of January 1, 2020, we reclassified this investment from a debt investment to an equity investment to reflect the nature of the investment rather than the nature of the securities held by the investment. (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. As of January 1, 2020, we reclassified this investment from a debt investment to an equity investment to reflect the nature of the investment rather than the nature of the securities held by the investment. (5) As of January 1, 2020, we reclassified an investment with a fair value of $286 from a debt investment to an equity investment. (6) As of December 31, 2020, our debt investments, which are classified as available for sale, had a fair value of $12,310 with an amortized cost of $11,554; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $756, net of unrealized losses of $4. As of December 31, 2019, our debt investments had a fair value of $21,766 with an amortized cost of $19,662; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,114, net of unrealized losses of $10. Debt investments include $8,395 and $12,477 of balances that are restricted as of December 31, 2020 and 2019, respectively. At December 31, 2020, one of the debt investments we hold, with a fair value of $291, has been in a loss position for less than 12 months and we did not hold any debt investment with a fair value in a loss position for greater than 12 months. We do not believe this investment is impaired primarily because it has not been in a loss position for an extended period of time, the financial conditions of the issuer of this investment remain strong with solid fundamentals, or we intend to hold the investment until recovery, and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2020 and 2019, we received gross proceeds of $6,563 and $3,230, respectively, in connection with the sales of debt investments and recorded gross realized gains totaling $302 and $7, respectively, and gross realized losses totaling $0 and $7, respectively. We record gains and losses on the sales of these investments using the specific identification method. The amortized cost basis and fair value of available for sale debt securities at December 31, 2020, by contractual maturity, are shown below. Amortized Cost Fair Value Due in one year or less $ 474 $ 480 Due after one year through five years 6,746 7,076 Due after five years through ten years 4,334 4,754 Total $ 11,554 $ 12,310 Our financial assets (which include cash equivalents and investments) have been valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. During the year ended December 31, 2020, we did not change the type of inputs used to determine the fair value of any of our assets and liabilities that we measure at fair value. The carrying value of accounts receivable and accounts payable approximates fair value as of December 31, 2020 and 2019. The carrying value and fair value of our mortgage notes payable were $7,171 and $8,177, respectively, as of December 31, 2020 and $7,533 and $8,861, respectively, as of December 31, 2019, and are categorized in Level 3 of the fair value hierarchy. We estimate the fair value of our mortgage note payable by using discounted cash flow analyses and currently prevailing market terms as of the measurement date. Non-Recurring Fair Value Measures We review the carrying value of our long-lived assets, including our right-of-use assets, 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 5 for more information regarding fair value measurements related to impairments of our long-lived assets. |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness In June 2019, we entered into a second amended and restated credit agreement with Citibank, N.A., as administrative agent and lender, and a syndicate of other lenders, pursuant to which we obtained a $65,000 secured revolving credit facility, or Credit Facility, scheduled to mature on June 12, 2021. At our option, we may extend the maturity date for a one-year period, which is subject to payment of an extension fee and other conditions. We paid fees of $1,271 in 2019 in connection with the June 2019 closing of our credit facility, which 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, and provides for the issuance of letters of credit. We are required to pay interest at a rate of LIBOR plus a premium of 250 basis points per annum, or at a base rate, as defined in our credit agreement, plus 150 basis points per annum, on borrowings under our Credit Facility; the effective annual interest rate options, as of December 31, 2020, were 2.64% and 4.75%, respectively. We are also required to pay a quarterly commitment fee of 0.35% per annum on the unused portion of the available capacity under our Credit Facility. The weighted average annual interest rate for borrowings under our Credit Facility was 5.00% for the year ended December 31, 2019. As of and for the year ended December 31, 2020, we had no borrowings outstanding under our Credit Facility. As of December 31, 2020, we had letters of credit issued under the credit facility in an aggregate amount of $2,442 and we had $42,053 available for borrowings under our Credit Facility. We incurred aggregate interest expense and other associated costs related to our Credit Facilities of $1,036 and $2,089 for the years ended December 31, 2020 and 2019, respectively. Our Credit Facility is secured by 11 senior living communities we own with a combined 1,235 living units owned by certain of our subsidiaries that guarantee our obligations under our credit facility. Our Credit Facility is also secured by these senior living communities' 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 and operating performance of the communities securing our obligations under our Credit Facility. 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 in our credit agreement. Our credit agreement contains financial and other covenants, including those that restrict our ability to pay dividends or make other distributions to our shareholders in certain circumstances. At December 31, 2020, we had seven irrevocable standby letters of credit outstanding, totaling $29,292. One of these letters of credit in the amount of $26,850, which secures our workers' compensation insurance program, is collateralized by approximately $21,561 of cash equivalents and $7,517 of debt and equity investments. This letter of credit expires in June 2021 and is automatically extended for one-year terms unless notice of nonrenewal is provided prior to the end of the applicable term. At December 31, 2020, the cash equivalents collateralizing this letter of credit were classified as short-term restricted cash and cash equivalents in our consolidated balance sheets, and the debt and equity investments collateralizing this letter of credit are classified as short-term restricted debt and equity investments in our consolidated balance sheets. The remaining six irrevocable standby letters of credit outstanding at December 31, 2020, totaling $2,442, which are issued under the Credit Facility, secure certain of our other obligations. As of February 25, 2021, these letters of credit are scheduled to mature between June 2021 and October 2021 and are required to be renewed annually. At December 31, 2020, one of our senior living communities was encumbered by a mortgage that secured a note. This mortgage note contains standard mortgage covenants. We recorded a discount in connection with the assumption of this mortgage note as part of our acquisition of the community secured by this mortgage in order to record this mortgage note at its estimated fair value. We amortize this discount as an increase in interest expense until the maturity of this mortgage note. This mortgage note requires payments of principal and interest monthly until maturity. The following table is a summary of this mortgage note as of December 31, 2020: Balance as of Contractual Stated Interest Rate Effective Interest Rate Maturity Date Monthly Payment Lender Type $ 7,399 (1) 6.20% 6.70% September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $228. We incurred interest expense, net of discount amortization, of $502 and $526 with respect to the mortgage note for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the required principal payments due during the next five years and thereafter under the terms of our mortgage note are as follows: Year Principal Payment 2021 $ 413 2022 440 2023 469 2024 498 2025 531 Thereafter 5,048 Total 7,399 Less: Unamortized net discount (228) Total mortgage note payable 7,171 Less: Short-term portion of mortgage note payable (388) Long-term portion of mortgage note payable $ 6,783 We believe we were in compliance with all applicable covenants under our credit facility and mortgage note as of December 31, 2020. |
Leases with DHC and Healthpeak
Leases with DHC and Healthpeak Properties, Inc and Management Agreements with DHC | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases with DHC and Healthpeak Properties, Inc and Management Agreements with DHC | Leases with DHC and Healthpeak Properties, Inc and Management Agreements with DHC As of December 31, 2019, we leased 166 senior living communities from DHC pursuant to five master leases and we managed for DHC's account 78 senior living communities pursuant to management and pooling agreements. Effective as of January 1, 2020, we restructured our business arrangements with DHC as further described below, and after giving effect to the Restructuring Transactions, all 244 of the senior living communities owned by DHC that we then operated are pursuant to the New Management Agreements. As of December 31, 2020, all 228 of the senior living communities owned by DHC that we then operated were pursuant to the New Management Agreements. Restructuring our Business Arrangements with DHC . Pursuant to the Transaction Agreement as of the Conversion Time: • our five then existing master leases with DHC as well as our then existing management and pooling agreements with DHC were terminated and replaced with the New Management Agreements; • we completed the Share Issuances pursuant to which we issued 10,268,158 of our common shares to DHC and an aggregate of 16,118,849 of our common shares to DHC’s shareholders of record as of December 13, 2019; and • as consideration for the Share Issuances, DHC provided to us $75,000 by assuming certain of our working capital liabilities and through cash payments; we recognized $22,899 in loss on termination of leases, representing the excess of the fair value of the Share Issuances of $97,899 compared to the consideration of $75,000 paid by DHC. As of December 31, 2020, DHC assumed $51,547 of our working capital liabilities as part of the $75,000 it provided to us for the Share Issuances. We received cash of $23,453 from DHC during the year ended December 31, 2020. The senior living communities under the five then existing master leases with DHC that terminated, as described above, met the conditions to be classified as held for sale in reporting periods subsequent to our entry into the Transaction Agreement. As a result, as of December 31, 2019, we classified these senior living communities as held for sale. The carrying value of these senior living communities was $(2,990), and consisted of restricted cash of $5, prepaid and other current assets of $4,545, net property and equipment of $4,813, other intangible assets of $191, accrued real estate taxes of $10,615, and security deposits and current portion of continuing care contracts of $1,929, all of which were presented on our consolidated balance sheets as assets or liabilities held for sale. These communities, while leased by us, generated income from operations before income taxes of $46,316 for the year ended December 31, 2019. Also pursuant to the Transaction Agreement: (1) commencing February 1, 2019, the aggregate amount of monthly minimum rent payable to DHC by us under our master leases with DHC was reduced to $11,000 and subsequently reduced in accordance with the Transaction Agreement as a result of DHC’s subsequent sales of certain of the leased senior living communities, and no additional rent was payable to DHC by us from such date through the Conversion Time; and (2) on April 1, 2019, DHC purchased from us $49,155 of unencumbered Qualifying PP&E (as defined in the Transaction Agreement) related to DHC’s senior living communities then leased and operated by us. The reduction in the monthly minimum rent payable to DHC under our then-existing master leases with DHC pursuant to the Transaction Agreement was determined to be a modification of these master leases, and we reassessed the classification of these master leases based on the modified terms and determined that these master leases continued to be classified as long-term operating leases until certain contingent events were achieved. On April 1, 2019, we recorded a lease inducement of $13,840. During the period from April 1, 2019 through December 31, 2019, we amortized $1,416 of the lease inducements based on the remaining term of the master lease agreements as a reduction of rent expense. As of December 31, 2019, the remaining contingent events were achieved and accordingly, we remeasured the lease liability and right-of-use asset recorded in our consolidated balance sheets to zero and recognized $12,423 of a lease inducement as a reduction of rent expenses. Pursuant to the New Management Agreements, we receive a management fee equal to 5% of the gross revenues realized at the applicable senior living communities plus reimbursement for our direct costs and expenses related to such communities. We also receive 3% of construction costs for construction projects we manage at the senior living communities we manage. Beginning on January 1, 2021 calendar year, we may receive an annual incentive fee equal to 15% of the amount by which the annual EBITDA, of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year, provided that in no event shall the incentive fee be greater than 1.5% of the gross revenues realized at all communities on a combined basis for such calendar year. The target EBITDA for those communities on a combined basis is increased annually based on the greater of the annual increase of the CPI or 2%, plus 6% of any capital investments funded at the managed communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2%. The New Management Agreements expire in 2034, subject to our right to extend them for two consecutive five-year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated or timely notice of nonrenewal is delivered. The New Management Agreements provide DHC with the right to terminate any New Management Agreement for a community that does not earn 90% of the target EBITDA for such community for two two three DHC’s applicable subsidiaries, we have guaranteed the payment and performance of each of our applicable subsidiary’s obligations under the applicable New Management Agreements. We recognized transaction costs of $1,448 and $11,952 related to the Transaction Agreement for the years ended December 31, 2020 and 2019, respectively, which is included in general and administrative expenses in our consolidated statements of operations. Senior Living Communities Formerly Leased from DHC . Prior to the Conversion Time, we were DHC's largest tenant and DHC was our largest landlord. Under our prior master leases with DHC, we paid DHC annual rent plus percentage rent equal to 4.0% of the increase in gross revenues at the applicable senior living communities over base year gross revenues as specified in the applicable lease. Pursuant to the Transaction Agreement, we were no longer required to pay any additional percentage rent to DHC beginning February 1, 2019. Our total annual rent payable to DHC was $129,785 as of December 31, 2019, excluding percentage rent. Our total rent expense under all of our leases with DHC was $138,310 for the year ended December 31, 2019, which amount included percentage rent of $1,547. The 2019 percentage rent occurred prior to, and was adjusted by, the Transaction Agreement. Pursuant to the Transaction Agreement, our rent payable to DHC was reduced by a total of $13,840 in aggregate for February and March 2019 and we did not pay such amount to DHC. However, as the Transaction Agreement was not entered into until April 1, 2019, our rent expense for the three months ended March 31, 2019 was not adjusted for the rent reduction for February and March 2019. Instead, the rent reduction for February and March 2019 was determined to be a lease inducement, for which a liability of $13,840 was recorded as a reduction of the right-of-use asset on our consolidated balance sheets as of March 31, 2019, and was amortized as a reduction of rent expense over the remaining terms of our master leases. As of December 31, 2019, we had no outstanding rent obligation to DHC. Our previously existing leases with DHC were “triple net” leases, which generally required us to pay rent and all property operating expenses, to obtain, maintain and comply with all applicable permits and licenses necessary to operate the leased communities, to indemnify DHC from liability which may arise by reason of its ownership of the communities, to maintain the communities at our expense, to remove and dispose of hazardous substances at the communities in compliance with applicable laws and to maintain insurance on the communities for DHC’s and our benefit. Prior to the Transaction Agreement, under our previously existing leases with DHC, we could request that DHC purchase certain improvements to the leased communities in return for increases in annual rent in accordance with a formula specified in the applicable lease. Pursuant to the Transaction Agreement, the $110,027 of capital improvements to the leased communities that we sold to DHC during the year ended December 31, 2019, did not result in increased rent. The sale and leaseback transaction we completed in June 2016 with DHC qualified for sale-leaseback accounting and we classified the related lease as an operating lease. Accordingly, the gain generated from the sale of $82,644 was deferred and was being amortized as a reduction of rent expense over the initial term of the related lease. Upon our adoption of ASC Topic 842 on January 1, 2019, we recorded a cumulative effect adjustment through retained earnings of $67,473, eliminating our remaining deferred gain. During the year ended December 31, 2019, we and DHC sold to third parties 18 SNFs located in California, Kansas, Iowa and Nebraska that DHC owned and leased to us for an aggregate sales price to DHC of approximately $29,500, excluding closing costs. As a result of these sales, the annual minimum rent payable to DHC by us under our master leases with DHC was reduced in accordance with the terms of the Transaction Agreement. We recorded a loss on sale of senior living communities in our consolidated statements of operations of $856 for the year ended December 31, 2019, primarily as a result of settling certain liabilities associated with the sale of 15 of these 18 SNFs in the amount of $749. We did not receive any proceeds from these sales. These senior living communities, while leased to us, incurred losses from operations before income taxes of $(3,443) for the year ended December 31, 2019, excluding the loss on sale of the communities. Senior Living Communities Leased from Healthpeak Properties, Inc . As of December 31, 2020, we leased four senior living communities under one lease with Healthpeak Properties, Inc., (formerly known as HCP, Inc.), or PEAK. This lease is a “triple net” lease which requires that we pay all costs incurred in the operation of the communities, including the cost of insurance and real estate taxes, maintaining the communities, and indemnifying the landlord for any liability which may arise from the operations during the lease term. We recognized rent expense for this lease for actual rent paid plus or minus a straight-line adjustment for scheduled minimum rent increases, which were not material to our consolidated financial statements. The right-of-use asset balance has been decreased for the amount of accrued lease payments, which amounts are not material to our consolidated financial statements. See Note 2 for more information regarding our leases with PEAK. Senior Living Communities Managed for the Account of DHC and its Related Entities . As of December 31, 2020 and 2019, we managed 228 and 78 senior living communities, respectively, for the account of DHC. We earned management fees of $59,928 and $15,045 from the senior living communities we managed for the account of DHC for the years ended December 31, 2020 and 2019, respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for the account of DHC of $2,467 and $842 for the years ended December 31, 2020 and 2019, respectively. These amounts are included in management fee revenue in our consolidated statements of operations. For the year ended December 31, 2019, we had pooling agreements with DHC that combined most of our management agreements with DHC that included assisted living units, or our AL Management Agreements. The pooling agreements combined various calculations of revenues and expenses from the operations of the applicable communities covered by such agreements. Our AL Management Agreements and the pooling agreements generally provided that we received from DHC: • a management fee equal to either 3.0% or 5.0% of the gross revenues realized at the applicable communities, • reimbursement for our direct costs and expenses related to such communities, • an annual incentive fee equal to either 35.0% or 20.0% of the annual net operating income of such communities remaining after DHC realizes an annual minimum return equal to either 8.0% or 7.0% of its invested capital, or, in the case of certain of the communities, a specified amount plus 7.0% of its invested capital since December 31, 2015, and • a fee for our management of capital expenditure projects equal to 3.0% of amounts funded by DHC. For AL Management Agreements that became effective from and after May 2015, our pooling agreements provided that our management fee was 5.0% of the gross revenues realized at the applicable community, and our annual incentive fee was 20.0% of the annual net operating income of the applicable community remaining after DHC realized its requisite annual minimum return. In connection with the completion of the Restructuring Transactions, effective as of January 1, 2020, we and DHC terminated these long-term management and pooling agreements and replaced them with the New Management Agreements, the terms of which are discussed above. We also provide certain other services to residents at some of the senior living communities we manage for the account of DHC, such as rehabilitation and wellness services. At senior living communities we manage for the account of DHC where we provide rehabilitation and wellness services on an outpatient basis, the residents, third party payers or government programs pay us for those rehabilitation and wellness services. At senior living communities we manage for the account of DHC where we provide inpatient rehabilitation and wellness services, DHC generally pays us for these services and charges for such services are included in amounts charged to residents, third party payers or government programs. We earned revenues of $25,687 and $5,920 for the years ended December 31, 2020 and 2019, respectively, for rehabilitation and wellness services we provided at senior living communities we manage for the account of DHC and that are payable by DHC. These amounts are included in rehabilitation and wellness services in our consolidated statements of operations. Consistent with our historical accounting for these services at our managed communities, the revenues earned at these clinics that were previously located at senior living communities that we leased from DHC but as of the Conversion Time, we now manage, no longer constitute intercompany revenues and thus will not be eliminated in consolidation and will be recognized and reported as rehabilitation and wellness services in our consolidated statements of operations. We earned management fees of $485 and $282 for the years ended December 31, 2020 and 2019, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in management fee revenues in our consolidated statements of operations. During the year ended December 31, 2020, DHC sold 9 senior living communities that we previously managed. Upon completion of these sales, our management agreements with DHC were terminated. In addition, DHC also closed 7 senior living communities and one building in one community during the year ended December 31, 2020. While these closed communities are no longer being used as senior living communities, we continue to manage their back-office operations and monitor the empty facilities. For the year ended December 31, 2020, we recognized $2,685 of management fees related to these sold and closed communities. Ageility Clinics Leased from DHC. We lease space from DHC at certain of the senior living communities that we manage for DHC. We use this leased space for outpatient rehabilitation and wellness services clinics. We recognized rent expense of $1,561 and $414 for the years ended December 31, 2020 and 2019, respectively, with respect to these leases. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity We have common shares available for issuance under the terms of our equity compensation plan adopted in 2014, or the 2014 Plan. We awarded 155,150 and 85,800 of our common shares in 2020 and 2019, respectively, to our Directors, officers and others who provide services to us. We valued these shares based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the dates the awards were made, or $1,073 in 2020, based on a $6.92 weighted average share price and $376 in 2019, based on a $4.57 weighted average share price. Shares awarded to Directors vest immediately; one-fifth of the shares awarded to our officers and others (other than our Directors) vest on the award date and on the four succeeding anniversaries of the award date. Our unvested common shares totaled 149,638 and 96,482 as of December 31, 2020 and 2019, respectively. Share based compensation expense is recognized ratably over the vesting period and is included in general and administrative expenses in our consolidated statements of operations. We recorded share based compensation expense of $513 and $438 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the estimated future stock compensation expense for unvested shares was $1,007 based on the award date closing share price for awards to our officers and others and non-employees. The weighted average period over which stock compensation expense will be recorded is greater than 2 years. As of December 31, 2020, 2,446,730 of our common shares remain available for issuance under the 2014 Plan. In 2020 and 2019, employees and officers of us or RMR LLC who were recipients of our share awards were permitted to elect to have us withhold the number of their then vesting common shares with a fair market value sufficient to fund the minimum required tax withholding obligations with respect to their vesting share awards in satisfaction of those tax withholding obligations. During 2020 and 2019, we acquired through this share withholding process 7,912 and 5,724, respectively, common shares with an aggregate value of approximately $60 and $26, respectively, which is reflected as an increase to accumulated deficit in our consolidated balance sheets. On January 1, 2020, in connection with the Restructuring Transactions, we effected the Share Issuances pursuant to which we issued 10,268,158 of our common shares to DHC and an aggregate of 16,118,849 of our common shares to DHC’s shareholders of record as of December 13, 2019. As consideration for the Share Issuances, DHC provided to us $75,000 of additional consideration by assuming certain of our working capital liabilities and through cash payments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. 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. We are defendants in two lawsuits filed by former employees in California. The first lawsuit, Lefevre v. Five Star Quality Care, Inc. was filed in San Bernardino County Superior Court in May 2015 and the second lawsuit, Mandviwala v. Five Star Quality Care, Inc. d/b/a Five Star Quality Care - CA, Inc. and FVE Managers, Inc., our wholly owned subsidiary, was filed in Orange County Superior Court in July 2015. The claims asserted against us in the similar, though not identical, complaints include: (i) failure to pay all wages due, (ii) failure to pay overtime, (iii) failure to provide meal and rest breaks, (iv) failure to provide itemized, printed wage statements, (v) failure to keep accurate payroll records and (vi) failure to reimburse business expenses. Both plaintiffs asserted causes of action on behalf of themselves and on behalf of other similarly situated employees, including causes of action pursuant to the California Labor Code Private Attorney General Act, or PAGA. On July 10, 2020, the parties of Lefevre v. Five Star Quality Care, Inc., agreed, without admitting fault, to settle their individual and PAGA claims. The settlement was approved by the court, and we are awaiting the court's entry of a final judgment on record. Payment on the claims is expected to be made in the first half of 2021. The settlement effectively extinguished the Mandviwala v. Five Star Quality Care, Inc. d/b/a Five Star Quality Care - CA, Inc. and FVE Managers, Inc. lawsuit. We recognized $2,473 in other senior living operating expenses on our consolidated statements of operations related to the settlement of these claims during the year ended December 31, 2020. As a result of routine monitoring protocols that are a part of our compliance program activities related to Medicare billing, we discovered potentially inadequate documentation at a SNF that we manage on behalf of DHC. This monitoring was not initiated in response to any specific complaint or allegation, but was monitoring of the type that we periodically undertake to test compliance with applicable Medicare billing rules. As a result of this discovery, we, along with DHC made a voluntary disclosure to HHS, Office of the Inspector General, or the OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. We and DHC entered into a settlement agreement with the OIG effective January 5, 2021 and the settlement amount was paid by DHC. We recognized $115 during the year ended December 31, 2020 as a reduction in management fees from DHC for the management fees that were previously paid to us with respect to the historical Medicare payments DHC received and which we repaid DHC. |
Business Management Agreement w
Business Management Agreement with RMR LLC | 12 Months Ended |
Dec. 31, 2020 | |
Management Agreement [Abstract] | |
Business Management Agreement with RMR LLC | Business Management Agreement with RMR LLC RMR LLC provides business management services to us pursuant to our business management and shared services agreement. These business management services may include, but are not limited to, services related to compliance with various laws and rules applicable to our status as a publicly traded company, maintenance of our senior living communities, evaluation of business opportunities, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs and the like. Fees . We pay RMR LLC an annual business management fee equal to 0.6% of our revenues. Revenues are defined as our total revenues from all sources reportable under GAAP, less any revenues reportable by us with respect to communities for which we provide management services plus the gross revenues at those communities determined in accordance with GAAP. Pursuant to our business management agreement with RMR LLC, we recognized business management fees of $8,230 and $9,090 for the years ended December 31, 2020 and 2019, respectively. These amounts are included in general and administrative expenses in our consolidated statements of operations for these periods. Term and Termination. The current term of our business management agreement ends on December 31, 2021 and automatically renews for successive one-year terms unless we or RMR LLC give notice of nonrenewal before the end of an applicable term. RMR LLC may terminate our business management agreement upon 120 days’ written notice, and we may terminate upon 60 days’ written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or elect not to renew our business management agreement other than for cause, as defined, we are obligated to pay RMR LLC a termination fee equal to 2.875 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination. Expense Reimbursement . We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. Under our business management agreement, we reimburse RMR LLC for our allocable costs for our internal audit function. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function. The amounts recognized as expense for internal audit costs were $281 and $284 for the years ended December 31, 2020 and 2019, respectively. These amounts are included in general and administrative expenses in our consolidated statements of operations for these periods. Transition Services. RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC. Vendors . Pursuant to our management agreement with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third-party vendors and suppliers for the procurement of goods and services to us. As part of this |
Related Person Transactions
Related Person Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with DHC, RMR LLC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors and officers who are also our Directors or officers. The RMR Group Inc., or RMR Inc., is the managing member of RMR LLC. The Chair of our Board and one of our Managing Directors, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. Jennifer B. Clark, our other Managing Director and our Secretary, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR LLC and an officer of ABP Trust. Certain of our officers, and DHC's officers, are also officers and employees of RMR LLC. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as the chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these companies. Other officers of RMR LLC, including Ms. Clark, serve as managing trustees or managing directors of certain of these companies. DHC . DHC is currently our largest shareholder, owning, as of December 31, 2020, 10,691,658 of our common shares, or 33.7% of our outstanding common shares. We manage for the account of DHC a substantial majority of the senior living communities we operate. RMR LLC provides management services to both us and DHC and Adam Portnoy is the chair of the board of trustees and a managing trustee of DHC. Jennifer Clark is a managing trustee and the secretary of DHC. Effective as of January 1, 2020, we completed the Restructuring Transactions, pursuant to which we restructured our existing business arrangements with DHC. We participate in a DHC property insurance program for the senior living communities we own and lease. The premiums we pay for this coverage are allocated pursuant to a formula based on the profiles of the properties included in the program. Our program cost for the policy year ended June 30, 2021 is $500. Included in Accrued expenses and other current liabilities at December 31, 2020 and 2019 are $30,090 and $10,771, respectively, that will be reimbursed by DHC and are included in Due from related person. See Notes 1 and 10 for more information regarding our relationships, agreements and transactions with DHC and certain parties related to it and us. In order to affect DHC’s distribution of our common shares to its shareholders in 2001 and to govern our relationship with DHC thereafter, we entered into agreements with DHC and others, including RMR LLC. Since then, we have entered into various leases, management agreements and other agreements with DHC that include provisions that confirm and modify these undertakings. Among other things, these agreements provide that: • so long as DHC remains a real estate investment trust, or a REIT, we may not waive the share ownership restrictions in our charter that prohibit any person or group from acquiring more than 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of our stock without DHC’s consent ; • so long as we are a tenant of, or manager for, DHC, we will not permit nor take any action that, in the reasonable judgment of DHC, might jeopardize DHC’s qualification for taxation as a REIT; • DHC has the right to terminate our management agreements upon the acquisition by a person or group of more than 9.8% of our voting stock or other change in control events affecting us, as defined therein, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to our Board of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of our Directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual; and • so long as we are a tenant of, or manager for, DHC or so long as we have a business management agreement with RMR LLC, we will not acquire or finance any real estate of a type then owned or financed by DHC or any other company managed by RMR LLC without first giving DHC or such company managed by RMR LLC, as applicable, the opportunity to acquire or finance that real estate. RMR LLC. We have an agreement with RMR LLC to provide business management services to us. See Note 13 for more information regarding our management agreement with RMR LLC. Share Awards to RMR LLC Employees . We have historically made share awards to certain RMR LLC employees who are not also Directors, officers or employees of us under our equity compensation plans. During the years ended December 31, 2020 and 2019, we awarded to such persons annual share awards of 21,150 and 17,150 common shares, respectively, valued at $166 and $77, in aggregate, respectively, based upon the closing price of our common shares on Nasdaq on the dates the awards were made. Generally, one-fifth of these awards vest on the award date and one-fifth vests on each of the next four anniversaries of the award date. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards to our Managing Directors, as Director compensation, and the fees we paid to RMR LLC. During the years ended December 31, 2020 and 2019, we purchased 7,912 and 5,724 common shares, at the closing price of the common shares on Nasdaq on the date of purchase, from certain of our officers and other employees of ours and RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. See Note 11 for further information regarding these purchases. Retirement and Separation Arrangements. In connection with their respective retirements or separations, we entered into retirement or separation agreements in 2018 and 2019 with our former officers, Bruce J. Mackey Jr., Richard A. Doyle and R. Scott Herzig. Pursuant to these agreements, we made cash payments of $600 and $510 to Mr. Mackey and Mr. Herzig, respectively, in January 2019 and made cash payments of $260 to Mr. Doyle in each of June 2019 and January 2020. In addition, we made release and transition payments to Mr. Mackey, in cash, totaling $110 and $426 for the years ended December 31, 2020 and 2019, respectively, and transition payments to Mr. Doyle, in cash, totaling $56 for the year ended December 31, 2019. The full severance costs for Messrs. Mackey and Herzig were recorded during 2018. The full severance cost for Mr. Doyle of $581 was recorded during 2019 and was included in general and administrative expenses in our consolidated statements of operations. Adam Portnoy and ABP Trust . ABP Trust and its subsidiaries owned approximately 1,972,783 of our common shares, representing 6.2% of our outstanding common shares as of December 31, 2020. We are party to a Consent, Standstill, Registration Rights and Lock-Up Agreement, dated October 2, 2016, with Adam Portnoy, ABP Trust and certain other related persons, or the ABP Parties, under which, among other things, the ABP Parties have each agreed not to transfer, except for certain permitted transfers as provided for therein, any of our shares of common stock acquired after October 2, 2016, but not including shares issued under our equity compensation plans, for a lock-up period that ends on the earlier of (i) the 10 year anniversary of such agreement, (ii) January 1st of the fourth calendar year after our first taxable year to which no then existing net operating loss or certain other tax benefits may be carried forward by us, but no earlier than January 1, 2022, (iii) the date that we enter into a definitive binding agreement for a transaction that, if consummated, would result in a change of control of us, (iv) the date that our Board otherwise approves and recommends that our shareholders accept a transaction that, if consummated, would result in a change of control of us and (v) the consummation of a change of control of us. Under the Consent, Standstill, Registration Rights and Lock-Up Agreement, the ABP Parties also each agreed, for a period of 10 years, not to engage in certain activities involving us without the approval of our Board, including not to effect or seek to effect any tender or exchange offer, merger, business combination, recapitalization, restructuring, liquidation or other extraordinary transaction involving us, or solicit any proxies to vote any of our voting securities. These provisions do not restrict activities taken by an individual in her or his capacity as a Director, officer or employee of us. We lease our headquarters from a subsidiary of ABP Trust, the controlling shareholder of RMR Inc. Our rent expense for our headquarters, including utilities and real estate taxes that we pay as additional rent, was $1,760 and $1,874 for the years ended December 31, 2020 and 2019, respectively. We recognize a lease liability and right-of-use asset, which amounts were $496 and $1,446 for the lease liability and $452 and $1,325 for the right-of-use asset as of December 31, 2020 and 2019, respectively, with respect to our headquarters lease, using an IBR of 4.6%. The right-of-use asset has been reduced by the amount of accrued lease payments, which amounts are not material to our consolidated financial statements. On February 24, 2021, we entered into a Second Amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. AIC . Until its dissolution on February 13, 2020, we, ABP Trust, DHC and four other companies to which RMR LLC provides management services owned AIC in equal portions. The other AIC shareholders and we historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019. We paid aggregate annual premiums, including taxes and fees, of $3,144 in connection with this insurance program for the policy year ending June 30, 2019. On February 13, 2020, AIC was dissolved and in connection with this dissolution, each other AIC shareholder and we received an initial liquidating distribution of $9,000 from AIC in December 2019 and a subsequent distribution of $287 in June 2020. See Note 2 for further information regarding AIC. |
Self-Insurance Reserves
Self-Insurance Reserves | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Self-Insurance Reserves | Self-Insurance Reserves The following table represents activity in our self-insurance reserves as of and for the years ended December 31, 2020 and 2019: General and Professional Liability and Auto Workers' Compensation Health Total Balance January 1, 2019 $ 31,899 $ 27,302 $ 8,333 $ 67,534 Current year provisions 29,263 40,711 6,125 76,099 Claims paid and direct expenses (31,303) (41,051) (6,213) (78,567) Change in long-term insurance losses recoverable 1,674 (832) — 842 Balance December 31, 2019 31,533 26,130 8,245 65,908 Current year provisions 33,835 43,726 6,820 84,381 Claims paid and direct expenses (28,997) (41,000) (4,848) (74,845) Change in long-term insurance losses recoverable 2,240 1,308 — 3,548 Balance December 31, 2020 $ 38,611 $ 30,164 $ 10,217 $ 78,992 Our total self-insurance reserves of $78,992 and $65,908 as of December 31, 2020 and 2019, respectively, are included in accrued compensation and benefits and accrued self-insurance obligations in our consolidated balance sheets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee 401(k) Plan. We have an employee savings plan, or our 401(k) Plan, under the provisions of Section 401(k) of the IRC. All of our employees are eligible to participate in our 401(k) Plan and are entitled upon termination or retirement to receive their vested portion of our 401(k) Plan assets. We match a certain amount of employee contributions. We also pay certain expenses related to our 401(k) Plan. Our contributions and related expenses for our 401(k) Plan were $257 and $1,155 for the years ended December 31, 2020 and 2019, respectively, of which $61 and $1,016, respectively, was recorded to senior living wages and benefits in our consolidated statements of operations and $196 and $139, respectively, was recorded to general and administrative expenses in our consolidated statements of operations. Non-Qualified Deferred Compensation Plan. In May 2018, our Board adopted a non-qualified deferred compensation plan, or our Deferred Compensation Plan, which we began offering to certain of our employees, including our executive officers, in August 2018. Participation in our Deferred Compensation Plan is limited to a group of highly compensated employees holding the position of administrator or director or a position above such levels, which group includes our named executive officers. Our Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement. A participant may, on a pre-tax basis, elect to defer base salary and bonus up to the maximum percentages for such deferrals as described in our Deferred Compensation Plan. We may also, at our discretion, match deferrals made under our Deferred Compensation Plan, subject to a vesting schedule. Compensation deferred under our Deferred Compensation Plan was recorded in accrued compensation and benefits in our consolidated balance sheets as of December 31, 2020 and 2019. Expenses related to such deferred compensation were recorded in senior living wages and benefits and general and administrative expenses in our consolidated statements of operations. Compensation deferred under our Deferred Compensation Plan was not material to our consolidated balance sheets and consolidated statements of operations as of and for the years ended December 31, 2020 and 2019. |
COVID- 19 Pandemic
COVID- 19 Pandemic | 12 Months Ended |
Dec. 31, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID- 19 Pandemic | COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the disease caused by the novel coronavirus SARS-CoV-2, or COVID-19, pandemic, or the Pandemic. The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption worldwide. Governments in affected regions have implemented and may continue to implement, safety precautions, including quarantines, travel restrictions, business closures and other public safety measures. On March 13, 2020, the Pandemic was declared a national emergency by the President of the United States effective as of March 1, 2020, or the National Emergency, and it has significantly disrupted, and likely will continue to significantly disrupt, the United States economy, our business and the senior living industry as a whole. In response to the Pandemic, the CARES Act was enacted on March 27, 2020. The CARES Act, among other things, provides billions of dollars of relief to certain individuals and businesses suffering from the impact of the Pandemic. Under the CARES Act, a Provider Relief Fund was established for allocation by HHS. On April 10, 2020, HHS began to distribute these funds, or the Phase 1 General Distribution, to healthcare providers who received Medicare fee-for-service reimbursement in 2018 and 2019. Each healthcare provider's allocation of the Phase 1 General Distribution was determined based on 2% of a provider's 2018 (or most recent complete tax year) gross receipts, regardless of the provider's payer mix. We received $1,720 in Phase 1 General Distribution funds primarily for our rehabilitation clinics and home health operations that participate in Medicare as of December 31, 2020. We recognized $1,720 as other operating income for the year ended December 31, 2020 for Phase 1 General Distribution funds for which we believe we met the required terms and conditions. On September 19, 2020, HHS released reporting requirements that differed materially from the original terms and conditions of the Provider Relief Fund. On October 22, 2020, HHS provided clarification and updated guidance related to the original terms and conditions and the reporting requirements provided on September 19, 2020. As of December 31, 2020, we believe we met the required terms and conditions to retain the funds recognized as other operating income and will continue to assess our compliance with the terms and conditions as necessary. On June 9, 2020, HHS announced additional distributions from the Provider Relief Fund, or Phase 2 General Distributions, including the Medicaid and Children's Health Insurance Program, or the Medicaid and CHIP Targeted Distribution. HHS stated that it would disburse a payment that, at a minimum, is equal to 2% of reported total revenue from patient care to eligible providers serving Medicaid and CHIP beneficiaries. Providers who had not yet received a disbursement from the Phase 1 General Distribution are eligible for the Medicaid and CHIP Targeted Distribution. We received $1,562 in Phase 2 General Distribution funds for which we believe we met the required terms and conditions. We recognized $1,562 as other operating income for the year ended December 31, 2020 for Phase 2 General Distribution funds for which we believe we met the required terms and conditions. As of December 31, 2020, we believe we met the required terms and conditions to retain the funds recognized as other operating income and will continue to assess our compliance with the terms and conditions as necessary. In July 2020, HHS distributed rapid point-of-care diagnostic testing devices and COVID-19 test kits. These devices have been recorded at fair market value and we recognized $65 as other operating income for the year ended December 31, 2020. The offsetting expense of $65 is included in other senior living operating expenses for the year ended December 31, 2020. In addition to the federal funds, we have also been eligible for funding from various other government and state programs. We recognized $88 as other operating income for the year ended December 31, 2020 related to state and other government funding for which we believe we have met the required terms and conditions. In addition, the Consolidated Appropriations Act, 2021 was signed into law on December 27, 2020. Among other things, this Act further supplemented the Provider Relief Fund with billions of additional funds. Information on future allocations of the Provider Relief Fund are not yet known, though the statute requires that no less than 85% of unobligated balances of the fund and funds recovered from providers after the enactment date be allocated based on financial losses and changes in operating expenses occurring in the third or fourth quarter of calendar year 2020. The terms and conditions of the Provider Relief Fund require that the funds are utilized to compensate for lost revenues that are attributable to the Pandemic and for eligible costs to prevent, prepare for and respond to the Pandemic that are not covered by other sources. In addition, Provider Relief Funds recipients are subject to other terms and conditions, including certain reporting requirements. Any funds not used in accordance with the terms and conditions, must be returned to HHS. The CARES Act also delays the payment of required federal tax deposits for certain payroll taxes, including the employer's share of Old-Age, Survivors, and Disability Insurance Tax, or Social Security, employment taxes, incurred between March 27, 2020 and December 31, 2020. Amounts will be considered timely paid if 50% of the deferred amount is paid by December 31, 2021, and the remainder by December 31, 2022. As of December 31, 2020, we have deferred $27,593 of employer payroll taxes (which are included in accrued compensation and benefits in our consolidated balance sheets) of which $22,194 are required to be funded by us and will be reimbursed by DHC pursuant to the New Management Agreements (which are included in due from related person in our consolidated balance sheets). The Sequestration Transparency Act of 2012 subjected all Medicare fee-for-service payments to a 2% sequestration reduction, or the 2% Medicare Sequestration. The CARES Act temporarily suspends the 2% Medicare Sequestration for the period from May 1, 2020 to December 31, 2020, which may benefit our rehabilitation and wellness services segment and the senior living communities we manage in the form of increased rates for services provided and the management fees we earn from these communities as a result. Increases in rates are recognized in revenue in the period services are provided. The Tax Cuts and Jobs Act of 2017 repealed the AMT and allowed corporations to fully offset regular tax liability with AMT credits. Any remaining AMT credit amount became refundable incrementally from tax years 2018 through 2021. The CARES Act accelerates the refund schedule, permitting corporate taxpayers to claim the refund in full in either tax year 2018 or 2019. We have applied an AMT credit refund of $554 for tax year 2019 to our 2020 tax return. In connection with the Pandemic, we have experienced occupancy declines, increased labor costs and increased costs related to COVID-19 testing, medical and sanitation supplies and certain other costs. Additionally, we have purchased personal protective equipment, or PPE, to be used at our senior living communities and rehabilitation and wellness clinics. At December 31, 2020, $9,701 of PPE for future use was included in prepaid expenses and other current assets in the consolidated balance sheets. PPE that is deployed to senior living communities that we manage on behalf of DHC is reimbursable to us by DHC. We cannot predict the extent and duration of the Pandemic or the severity and duration of its economic impact, but we expect it will be substantial. We also cannot predict the extent the relief provided by the CARES Act will offset the financial losses caused by the Pandemic, or if we receive additional funds under the other Provider Relief Fund or other programs, but we expect it will not make us whole. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 24, 2021, we and ABP Trust agreed to renew the lease for our corporate headquarters building through December 31, 2031. The annual lease payment will range from $1,026 to $1,395 over the period of the lease. The lease also provides us with improvements from ABP Trust not to exceed $2,667 on the leased property. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation . The accompanying consolidated financial statements include the accounts of Five Star Senior Living Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Estimates and Assumptions | Estimates and Assumptions. The preparation of these financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes. Significant estimates in our consolidated financial statements relate to revenue recognition, including contractual allowances, the allowance for doubtful accounts, self-insurance reserves and estimates concerning our provision for income taxes or valuation allowance related to deferred tax assets. Our actual results could differ from our estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the consolidated financial statements in the period that they are determined. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Our financial instruments are limited to cash and cash equivalents, accounts receivable, debt and equity investments, accounts payable and a mortgage note payable. Except for our mortgage note payable, the fair value of these financial instruments was not materially different from their carrying values at December 31, 2020 and 2019. We estimate the fair values of our mortgage note payable using market quotes when available, discounted cash flow analyses and current prevailing interest rates. Our assets recorded at fair value have been categorized based on a fair value hierarchy. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels. Level 1 - Inputs are based on 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 based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments and quoted prices in inactive markets. Level 3 - Inputs are generated from model-based techniques that use significant assumptions that are not observable in the market. |
Segment Information | Segment Information. Operating segments are components of an enterprise that engages in business activities and for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in determining the allocation of resources and in assessing performance. Our chief operating decision maker is our President and Chief Executive Officer. Effective as of January 1, 2020, we reorganized our business to better align with the different services we offer to older adults. As a result of the reorganization, our chief operating decision maker changed the manner in which our performance is assessed and, therefore, we changed our reporting structure and the composition of our operating segments. Since the reorganization of our business on January 1, 2020, we operate in two reportable segments: (1) senior living and (2) rehabilitation and wellness services. In the senior living reportable segment, we manage for the account of others and operate for our own account, independent living communities, assisted living communities, CCRCs and SNFs that are subject to centralized oversight. In the rehabilitation and wellness services segment, we primarily provide a comprehensive suite of rehabilitation and wellness services, including physical, occupational, speech and other specialized therapy services, in inpatient and outpatient clinics through our Ageility division. Corporate and other amounts excluded from our reportable segments' performance are separately stated and include amounts related to functional areas such as finance, information technology, legal, human resources and our captive insurance company subsidiary, which participates in our workers' compensation, professional and general liability and certain automobile insurance programs. We allocate corporate and other amounts to our senior living and rehabilitation and wellness services segments to assist in determining the allocation of resources and assessing the performance of our segments. Corporate and other allocation amounts are determined by applying an estimated cost rate to the revenues of each division within the reportable segments. Estimated cost rates used to allocate corporate and other amounts vary by division. All of our operations and assets are located in the United States, except for the operations of our captive insurance company subsidiary, which is organized in the Cayman Islands. We do not allocate assets to operating segments and, therefore, no asset information is provided for reportable segments. See Note 4 for more information. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share. We calculate basic net income (loss) per common share, or EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the year. We calculate diluted EPS using the more dilutive of the two-class method or the treasury stock method. See Note 7 for more information. |
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | Cash and Cash Equivalents and Restricted Cash and Cash Equivalents. Cash and cash equivalents as of December 31, 2020 and 2019, consisting of short-term, highly liquid investments and money market funds with original maturities of three months or less at the date of purchase, are carried at cost, which approximates market. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash and cash equivalents as of December 31, 2020 and 2019 include cash we deposited as security for obligations arising from our self-insurance programs and other amounts for which we are required to establish escrows, including real estate taxes and capital expenditures, as required by our mortgage and certain resident security deposits. Our restricted cash and cash equivalents consist of the following: |
Concentrations of Credit Risk | Concentrations of Credit Risk. Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. We have investment policies that, among other things, limit investments to investment-grade securities. We hold our cash and cash equivalents and investments with high-quality financial institutions and we monitor the credit ratings of those institutions. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts. We record accounts receivable at their estimated net realizable value. Included in accounts receivable as of December 31, 2020 and 2019, are amounts due from Medicare of $3,915 and $9,056, respectively, and amounts due from various state Medicaid programs of $152 and $8,532, respectively. The Company does not believe there are significant credit risks associated with the receivables from these governmental programs. We estimate allowances for uncollectible amounts and contractual allowances based upon factors which include, but are not limited to, historical payment trends, write-off experience, analyses of accounts receivable portfolios by payor source and the age of the receivable as well as a review of specific accounts, the terms of the agreements, the residents’ or third party payers’ stated intent to pay, the payers’ financial capacity to pay and other factors which may include likelihood and cost of litigation. Billings for services under third-party payer programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued |
Equity and Debt Investment | Equity and Debt Investments. Equity investments are carried at fair value with changes in fair value recorded in earnings. At December 31, 2020, these equity investments had a fair value of $12,439 and a net unrealized holding gain of $3,376. At December 31, 2019, these equity investments had a fair value of $6,409 and a net unrealized holding gain of $1,201. Debt investments, which are classified as available for sale, are carried at fair value, with unrealized gains and losses reported as a separate component of shareholders’ equity within accumulated other comprehensive income and “other than temporary impairment” losses recorded through earnings. Realized gains and losses on debt investments are recognized based on specific identification. Restricted debt investments are kept as security for obligations arising from our self-insurance programs. At December 31, 2020, these debt investments had a fair value of $12,310 and a net unrealized holding gain of $756. At December 31, 2019, these debt investments had a fair value of $21,766 and a net unrealized holding gain of $2,104. In 2020 and 2019, our debt and equity investments generated interest and dividend income of $757 and $1,364, respectively, which is included in interest, dividend and other income in our consolidated statements of operations. The following table summarizes the fair value and gross unrealized losses related to our debt investments, aggregated by length of time that individual securities have been in a continuous unrealized loss position for the years ended: Debt Investments Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized December 31, 2020 $ 291 $ 4 $ — $ — $ 291 $ 4 December 31, 2019 $ 292 $ 10 $ — $ — $ 292 $ 10 We routinely evaluate our debt investments to determine if they have been impaired. If the fair value of a debt investment is less than its book or carrying value and we expect that situation to continue for a more than temporary period, we will record an “other than temporary impairment” loss in our consolidated statements of operations. We evaluate the fair value of our debt investments by reviewing each investment’s current market price, the ratings of the investment, the financial condition of the issuer and our intent and ability to retain the investment during temporary market price fluctuations or until maturity. In evaluating the factors described above, we presume a decline in value to be an “other than temporary impairment” if the quoted market price of the investment is below the investment’s cost basis for an extended period, which we typically define as greater than twelve months. However, this presumption may be overcome if there is persuasive evidence indicating the value decline is temporary in nature, such as when the operating performance of the obligor is strong or if the market price of the investment is historically volatile. Additionally, there may be instances in which impairment losses are recognized even if the decline in value does not meet the criteria described above, such as if we plan to sell the investment in the near term and the fair value is below our cost basis. When we believe that a change in fair value of a debt investment is temporary, we record a corresponding credit or charge to other comprehensive income for any unrealized gains and losses. When we determine that impairment in the fair value of a debt investment is an “other than temporary impairment”, we record a charge to earnings. We did not record such an impairment charge for the years ended December 31, 2020 and 2019. |
Deferred Financing Costs | Deferred Financing Costs. We capitalize issuance costs related to our secured revolving credit facility, or our credit facility, and amortize the deferred costs over the term of the agreement governing our credit facility, or our credit agreement. In June 2019, we entered into a new credit agreement to replace our prior credit facility with our $65,000 secured revolving credit facility. See Note 9 for more information on our credit facility. |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale. We designate communities as held for sale when it is probable that the communities will be sold within one year. We record these assets on the consolidated balance sheets at the lesser of the carrying value and fair value less estimated selling costs. If the carrying value is greater than the fair value less the estimated selling costs, we record an impairment charge. We evaluate the fair value of the assets held for sale each period to determine if it has changed. |
Property and Equipment | Property and Equipment. Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life Buildings 40 Building and land improvements 3-15 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 We routinely perform an assessment of long-lived assets to determine if indicators of impairment are present. An indicator that the carrying amount of a long-lived asset, or asset group, is not recoverable exists if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group), or if other events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If we conclude that an impairment exists, we determine the amount of impairment loss by comparing the historical carrying value of the asset, or group of assets, to their 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. |
Equity Method Investments | Equity Method Investments. Until its dissolution on February 13, 2020, six other shareholders and we each owned approximately 14.3% of Affiliates Insurance Company's, or AIC's, outstanding equity. Although we owned less than 20% of AIC, we used the equity method to account for this investment because we believed that we had significant influence over AIC, as all of our then Directors were also directors of AIC. Under the equity method, we recorded our percentage share of net earnings from AIC in our consolidated statements of operations. If we determined there was an “other than temporary impairment” in the fair value of this investment, we would have recorded a charge to earnings. In evaluating the fair value of this investment, we considered, among other things, the assets and liabilities held by AIC, AIC’s overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. |
Legal Proceedings and Claims | Commitments and Contingencies. 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. The defense and resolution of these claims, lawsuits, and regulatory and other government audits, investigations and proceedings may require us to incur significant expense. Loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, |
Self Insurance | Self-Insurance. We partially self-insure up to certain limits for workers’ compensation, professional and general liability, automobile and property coverage. Claims that exceed these limits are insured up to contractual limits, over which we are self-insured. We fully self-insure all health-related claims for our covered employees. We have established an offshore captive insurance company subsidiary that participates in our workers’ compensation, professional and general liability and automobile insurance programs. Determining reserves for the casualty, liability, workers’ compensation and healthcare losses and costs that we have incurred as of the end of a reporting period involves significant judgments based upon our experience and our expectations of future events, including projected settlements for pending claims, known incidents that we expect may result in claims, estimates of incurred but not yet reported claims, expected changes in premiums for insurance provided by insurers whose policies provide for retroactive adjustments, estimated litigation costs and other factors. Since these reserves are based on estimates, the actual expenses we incur may differ from the amount reserved. We regularly adjust these estimates to reflect changes in the foregoing factors, our actual claims experience, recommendations from our professional consultants, changes in market conditions and other factors; it is possible that such adjustments may be material. |
Lease Accounting | Lease Accounting. At the inception of a contract, we, as lessee, evaluate and determine whether such a contract is or contains a lease based on whether such contract conveys the right to control the use of the identified asset. We 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. We have elected to apply the portfolio approach where possible in assessing our leases and performed an assessment of all our leases. In addition, we have elected the practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. As lessee, we lease senior living communities and our headquarters, and enter into contracts for the use and maintenance of various equipment that contain a lease. We have determined that an equipment lease has met the criteria to be classified as a finance lease. The remaining leases are operating leases. We have determined that our leases for the use and maintenance of equipment are short-term leases, except for the lease that is classified as a finance lease. We have made an accounting policy election for our leases, which are determined to be short-term leases, whereby we recognize the lease payments on a straight-line basis over the lease term and variable lease payments in the period in which the obligations for those payments are incurred. Expenses related to these leases are recognized in the consolidated statement of operations in other senior living operating expenses and general and administrative expenses and are not material to our consolidated financial statements. We have determined that our leases for senior living communities, our headquarters and the equipment finance lease are long-term leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Accordingly, we have recorded a right-of-use asset and lease liability for all of our long-term leases. We determined that the discount rate implicit in the leases was not readily available, and therefore, we determined our incremental borrowing rate, or IBR, to calculate the right-of-use assets and lease liabilities, except for the equipment finance lease where we used the discount rate implicit in the lease. For purposes of determining the lease term, we concluded that it is not reasonably certain that our lease extensions will be exercised and, therefore, we included payments required to be made under the committed lease term in calculating the right-of-use assets and lease liabilities. In the consolidated statement of operations, expenses related to the leases for senior living communities are recognized in rent expense, expenses related to our headquarters are recorded in general and administrative and expenses related to our equipment finance lease are recognized in depreciation and amortization and interest and other expense. In 2019, we recognized variable lease payments primarily relating to percentage rent paid under our then leases with DHC and operating costs such as insurance and real estate taxes, in the statement of operations in the period in which the obligations for those payments are incurred. There were no variable lease payments in 2020. We have capitalized initial direct costs related to our finance lease, which are not material to our consolidated financial statements. Our leases have remaining lease terms of up to eight years. Our lease terms may include options to extend or terminate the lease. The options are included in the lease term when it is determined that it is reasonably certain the option will be exercised. The Company recorded right-of-use assets and lease liabilities, which are presented on the Consolidated Balance Sheet. At December 31, 2020 the weighted average remaining lease term was approximately seven years with a weighted average discount rate of 5.2%. The following table presents supplemental information related to operating and finance leases: Lease No. Number of Properties Remaining Renewal Options Right-of-Use Asset Future Minimum Rents IBR (2) Lease Liability 2021 2022 2023 2024 2025 There after Total Healthpeak lease (1) (April 30, 2028) 4 One 10-year renewal option $ 17,578 $ 2,910 $ 2,959 $ 3,023 $ 3,088 $ 3,150 $ 7,590 $ 22,720 4.60% $ 19,175 Headquarters lease (June 30, 2021) (3) 1 N/A 452 503 — — — — — 503 4.60% 496 Equipment lease (December 31, 2025) N/A 5 year renewal option 4,493 1,140 1,140 1,140 1,140 1,140 — 5,700 7.60% 4,729 Total $ 22,523 $ 4,553 $ 4,099 $ 4,163 $ 4,228 $ 4,290 $ 7,590 $ 28,923 5.20% $ 24,400 _______________________________________ (1) Lease includes assisted living communities. (2) For the equipment lease, this represents the discount rate. (3) On February 24, 2021, we entered into a second amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. Operating lease expenses consist of monthly rent costs, certain utilities and real estate taxes. For the year ended December 31, 2020, we recognized $5,118 in rent expense and $1,760 in general and administrative expenses within our consolidated statements of operations. For the year ended December 31, 2020, we recognized finance lease expenses of $323, consisting of amortization of the right-of-use asset of $230 and interest expense on the lease liability of $93, which are recorded in our consolidated statements of operations in depreciation and amortization and interest and other expenses, respectively. ASC Topic 842 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, ASC Topic 842 clarifies which ASC Topic (Topic 842 or FASB ASC Topic 606, Revenue from Contracts with Customers , or ASC 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 components, the lessor should account for the combined component in accordance with ASC Topic 606. Otherwise, the lessor should account for the combined component as an operating lease. We have elected this practical expedient and recognized revenue under our resident agreements at our independent living and assisted living communities based upon the predominant component rather than allocating the consideration and separately accounting for it under ASC Topic 842 and ASC Topic 606. We have concluded that the non-lease components of the agreements with respect to our independent and assisted living communities are the predominant component of the leases and, therefore, we recognize revenue for these agreements under ASC Topic 606. |
Lease Accounting | Lease Accounting. At the inception of a contract, we, as lessee, evaluate and determine whether such a contract is or contains a lease based on whether such contract conveys the right to control the use of the identified asset. We 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. We have elected to apply the portfolio approach where possible in assessing our leases and performed an assessment of all our leases. In addition, we have elected the practical expedient, by class of underlying asset, not to separate non-lease components from the associated lease component if certain conditions are met. As lessee, we lease senior living communities and our headquarters, and enter into contracts for the use and maintenance of various equipment that contain a lease. We have determined that an equipment lease has met the criteria to be classified as a finance lease. The remaining leases are operating leases. We have determined that our leases for the use and maintenance of equipment are short-term leases, except for the lease that is classified as a finance lease. We have made an accounting policy election for our leases, which are determined to be short-term leases, whereby we recognize the lease payments on a straight-line basis over the lease term and variable lease payments in the period in which the obligations for those payments are incurred. Expenses related to these leases are recognized in the consolidated statement of operations in other senior living operating expenses and general and administrative expenses and are not material to our consolidated financial statements. We have determined that our leases for senior living communities, our headquarters and the equipment finance lease are long-term leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Accordingly, we have recorded a right-of-use asset and lease liability for all of our long-term leases. We determined that the discount rate implicit in the leases was not readily available, and therefore, we determined our incremental borrowing rate, or IBR, to calculate the right-of-use assets and lease liabilities, except for the equipment finance lease where we used the discount rate implicit in the lease. For purposes of determining the lease term, we concluded that it is not reasonably certain that our lease extensions will be exercised and, therefore, we included payments required to be made under the committed lease term in calculating the right-of-use assets and lease liabilities. In the consolidated statement of operations, expenses related to the leases for senior living communities are recognized in rent expense, expenses related to our headquarters are recorded in general and administrative and expenses related to our equipment finance lease are recognized in depreciation and amortization and interest and other expense. In 2019, we recognized variable lease payments primarily relating to percentage rent paid under our then leases with DHC and operating costs such as insurance and real estate taxes, in the statement of operations in the period in which the obligations for those payments are incurred. There were no variable lease payments in 2020. We have capitalized initial direct costs related to our finance lease, which are not material to our consolidated financial statements. Our leases have remaining lease terms of up to eight years. Our lease terms may include options to extend or terminate the lease. The options are included in the lease term when it is determined that it is reasonably certain the option will be exercised. The Company recorded right-of-use assets and lease liabilities, which are presented on the Consolidated Balance Sheet. At December 31, 2020 the weighted average remaining lease term was approximately seven years with a weighted average discount rate of 5.2%. The following table presents supplemental information related to operating and finance leases: Lease No. Number of Properties Remaining Renewal Options Right-of-Use Asset Future Minimum Rents IBR (2) Lease Liability 2021 2022 2023 2024 2025 There after Total Healthpeak lease (1) (April 30, 2028) 4 One 10-year renewal option $ 17,578 $ 2,910 $ 2,959 $ 3,023 $ 3,088 $ 3,150 $ 7,590 $ 22,720 4.60% $ 19,175 Headquarters lease (June 30, 2021) (3) 1 N/A 452 503 — — — — — 503 4.60% 496 Equipment lease (December 31, 2025) N/A 5 year renewal option 4,493 1,140 1,140 1,140 1,140 1,140 — 5,700 7.60% 4,729 Total $ 22,523 $ 4,553 $ 4,099 $ 4,163 $ 4,228 $ 4,290 $ 7,590 $ 28,923 5.20% $ 24,400 _______________________________________ (1) Lease includes assisted living communities. (2) For the equipment lease, this represents the discount rate. (3) On February 24, 2021, we entered into a second amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. Operating lease expenses consist of monthly rent costs, certain utilities and real estate taxes. For the year ended December 31, 2020, we recognized $5,118 in rent expense and $1,760 in general and administrative expenses within our consolidated statements of operations. For the year ended December 31, 2020, we recognized finance lease expenses of $323, consisting of amortization of the right-of-use asset of $230 and interest expense on the lease liability of $93, which are recorded in our consolidated statements of operations in depreciation and amortization and interest and other expenses, respectively. ASC Topic 842 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, ASC Topic 842 clarifies which ASC Topic (Topic 842 or FASB ASC Topic 606, Revenue from Contracts with Customers , or ASC 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 components, the lessor should account for the combined component in accordance with ASC Topic 606. Otherwise, the lessor should account for the combined component as an operating lease. We have elected this practical expedient and recognized revenue under our resident agreements at our independent living and assisted living communities based upon the predominant component rather than allocating the consideration and separately accounting for it under ASC Topic 842 and ASC Topic 606. We have concluded that the non-lease components of the agreements with respect to our independent and assisted living communities are the predominant component of the leases and, therefore, we recognize revenue for these agreements under ASC Topic 606. |
Stock-Based Compensation | Stock-Based Compensation. We have a stock-based compensation plan under which we grant equity-based awards. We measure the compensation cost of award recipients’ services received in exchange for an award of equity instruments based on the grant date fair value of the underlying award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. The impact of forfeitures are recognized as they occur. |
Income Taxes | Income Taxes. Our income tax expense includes U.S. income taxes. Certain items of income and expense are not reported in tax returns and financial statements in the same year. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences to be included in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, while the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent, we believe that we are more likely than not that all or a portion of deferred tax assets will not be realized, we establish a valuation allowance to reduce the deferred tax assets to the appropriate valuation. To the extent we establish a valuation allowance or increase or decrease this allowance in a given period, we include the related tax expense or tax benefit within the tax provision in the consolidated statement of operations in that period. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. In the future, if we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance and record an income tax benefit within the tax provision in the consolidated statement of operations in that period. We pay franchise taxes in certain states in which we have operations. We have included franchise taxes in general and administrative and other senior living operating expenses in our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition. We recognize revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, using the practical expedient 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 such portfolio. The five-step model defined by ASC Topic 606 requires us to: (i) identify our contracts with customers; (ii) identify our performance obligations under those contracts; (iii) determine the transaction prices of those contracts; (iv) allocate the transaction prices to our performance obligations in those contracts; and (v) recognize revenue when each performance obligation under those contracts is satisfied. Revenue recognition occurs 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. Senior Living and Rehabilitation and Wellness Services Revenues. A substantial portion of our revenue from our independent living and assisted living communities relates to contracts with residents for housing services that are generally short term in nature and initially are subject to ASC Topic 842, Leases, or ASC Topic 842. As noted earlier, we have concluded that the non-lease components of these agreements are the predominant components of the contracts; therefore, we recognize revenue for these agreements under ASC Topic 606. We also provide our residents and others with rehabilitation and wellness services at our senior living communities as well as at outpatient clinics located separately from our senior living communities. Our contracts with residents and other customers that are within the scope of ASC Topic 606 are generally short term in nature. We have determined that services performed under those contracts are considered one performance obligation as such services are regarded as 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 are generally when the services are provided over time. 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 provided are not material to our consolidated financial statements. Some of our senior living communities require payment of an upfront 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 accrued expenses and other current liabilities in our consolidated balance sheets. These deferred amounts are then amortized on a straight-line basis into revenue over the term of the resident's agreement. When the resident no longer resides within our community, the remaining deferred non-refundable fees are recognized in revenue. Revenue recorded and deferred in connection with community fees is not material to our consolidated financial statements. Revenue for basic housing and support services and 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, 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. Rehabilitation and wellness services revenues at our Ageility clinics consist of charges for clinically-based rehabilitation services, including physical therapy, speech therapy and occupational therapy, as well as other service-based programs and therapies. Revenue for these services is recognized in accordance with ASC Topic 606 and is recorded when the services are provided. Management Fee Revenues and Reimbursed Community-Level Costs Incurred on Behalf of Managed Communities. We manage senior living communities for the account of DHC 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 support such communities. Although there are various management and operational activities performed by us under the New Management Agreements, we have determined that all community operations and management activities constitute a single performance obligation, which is satisfied over time as the services are rendered. We earn management fees equal to 5% of gross revenues realized and 3% of construction costs for construction projects we manage at the senior living communities we manage. We recognize management fee revenues in the same period that we provide the management services to DHC. Our estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Commencing with the 2021 calendar year, we may also earn incentive fees from DHC under the New Management Agreements, which are payable in cash and are contingent, performance-based fees recognized only when earned at the end of each respective measurement period. Incentive management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized. The incentive fee is equal to 15% of the amount by which the annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of all the managed communities on a combined basis exceeds target EBITDA for those communities on a combined basis for such calendar year, provided that in no event shall the incentive fee be greater than 1.5% of the gross revenues realized at all the managed communities on a combined basis for such calendar year. The target EBITDA for those communities on a combined basis is increased annually based on the greater of the annual increase of the Consumer Price Index, or CPI, or 2%, plus 6% of any capital investments funded at the managed communities on a combined basis in excess of target amounts. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2%. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , 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 DHC pursuant to the New Management Agreements. Such revenue is included in reimbursed community-level costs incurred on behalf of managed communities in our consolidated statements of operations. The related costs are included in community-level costs incurred on behalf of managed communities in our consolidated statements of operations. Amounts due from DHC related to management fees and reimbursed community-level costs incurred on behalf of managed communities are included in due from related person in our consolidated balance sheets. |
Reclassifications | Reclassifications. We have made reclassifications to the prior years’ financial statements to conform to the current year’s presentation. These reclassifications had no effect on net loss or shareholders’ equity. |
Recently Adopted Accounting Pronouncements and Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements . On January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820) issued by the Financial Accounting Standards Board, or FASB, which modified certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. The adoption of this ASU did not have a material impact on our consolidated financial statements. On January 1, 2020, we adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40) issued by the FASB, using the prospective transition method, which aligned the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. The adoption of this ASU did not have a material impact on our consolidated financial statements. On January 1, 2020, we adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (Topic 740) issued by the FASB, which simplifies certain requirements under Topic 740, including eliminating the exception to intraperiod tax allocation when there is a loss from continuing operations and income from other sources, such as other comprehensive income or discontinued operations. The adoption of this ASU did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted. 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 other-than-temporary impairment model for available for sale 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. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which amends the transition and effective date for nonpublic entities and smaller reporting companies, such as the Company, and clarifies that receivables arising from operating leases are not in the scope of this ASU. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which clarifies guidance around how to report expected recoveries. Entities will apply the provisions of the ASU as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for smaller reporting companies for reporting periods beginning after December 15, 2022. We are assessing the potential impact that the adoption of this ASU (and the related clarifying guidance issued by the FASB) will have on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions on contract modifications meeting certain criteria to ease the financial reporting burdens of the expected market transition from the London Inter-bank Offered Rate, or LIBOR, and other interbank offered rates to the alternative reference rates. For a contract that meets the criteria, this ASU generally allows an entity to account for and present modifications as an event that does not require remeasurement at the modification date or reassessment of a previous accounting determination. This ASU was effective upon issuance and can be applied through December 31, 2022. We expect this ASU will not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of restricted cash | As of December 31, 2020 2019 Current Long-Term Current Long-Term Workers’ compensation letter of credit collateral $ 21,561 $ — $ 21,655 $ — Insurance reserves and other restricted amounts 644 1,369 679 1,244 Health deposit-imprest cash 1,103 — 1,103 — Real estate taxes and certain capital expenditures as required by our mortgage 569 — 526 — Resident security deposits — — 32 — Total $ 23,877 $ 1,369 $ 23,995 $ 1,244 |
Schedule of allowance for doubtful accounts roll forward | Our allowance for doubtful accounts consists of the following: Allowance for Doubtful Accounts Balance at Beginning of Period Provision for Doubtful Accounts Recoveries Write-offs Balance at End of Period December 31, 2019 $ 3,422 $ 4,891 $ 1,459 $ (5,108) $ 4,664 December 31, 2020 $ 4,664 $ 1,450 $ 156 $ (3,121) $ 3,149 |
Schedule of fair value and gross unrealized losses related to available for sale securities | The following table summarizes the fair value and gross unrealized losses related to our debt investments, aggregated by length of time that individual securities have been in a continuous unrealized loss position for the years ended: Debt Investments Less than 12 months Greater than 12 months Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized December 31, 2020 $ 291 $ 4 $ — $ — $ 291 $ 4 December 31, 2019 $ 292 $ 10 $ — $ — $ 292 $ 10 |
Schedule of property and equipment estimated useful lives | Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life Buildings 40 Building and land improvements 3-15 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 Property and equipment, net consist of the following: As of December 31, 2020 2019 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 202,679 201,447 Furniture, fixtures and equipment 60,713 59,174 Property and equipment, at cost 275,547 272,776 Less: accumulated depreciation (116,296) (105,529) Property and equipment, net $ 159,251 $ 167,247 |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | The following table presents supplemental information related to operating and finance leases: Lease No. Number of Properties Remaining Renewal Options Right-of-Use Asset Future Minimum Rents IBR (2) Lease Liability 2021 2022 2023 2024 2025 There after Total Healthpeak lease (1) (April 30, 2028) 4 One 10-year renewal option $ 17,578 $ 2,910 $ 2,959 $ 3,023 $ 3,088 $ 3,150 $ 7,590 $ 22,720 4.60% $ 19,175 Headquarters lease (June 30, 2021) (3) 1 N/A 452 503 — — — — — 503 4.60% 496 Equipment lease (December 31, 2025) N/A 5 year renewal option 4,493 1,140 1,140 1,140 1,140 1,140 — 5,700 7.60% 4,729 Total $ 22,523 $ 4,553 $ 4,099 $ 4,163 $ 4,228 $ 4,290 $ 7,590 $ 28,923 5.20% $ 24,400 _______________________________________ (1) Lease includes assisted living communities. (2) For the equipment lease, this represents the discount rate. (3) On February 24, 2021, we entered into a second amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The following table presents supplemental information related to operating and finance leases: Lease No. Number of Properties Remaining Renewal Options Right-of-Use Asset Future Minimum Rents IBR (2) Lease Liability 2021 2022 2023 2024 2025 There after Total Healthpeak lease (1) (April 30, 2028) 4 One 10-year renewal option $ 17,578 $ 2,910 $ 2,959 $ 3,023 $ 3,088 $ 3,150 $ 7,590 $ 22,720 4.60% $ 19,175 Headquarters lease (June 30, 2021) (3) 1 N/A 452 503 — — — — — 503 4.60% 496 Equipment lease (December 31, 2025) N/A 5 year renewal option 4,493 1,140 1,140 1,140 1,140 1,140 — 5,700 7.60% 4,729 Total $ 22,523 $ 4,553 $ 4,099 $ 4,163 $ 4,228 $ 4,290 $ 7,590 $ 28,923 5.20% $ 24,400 _______________________________________ (1) Lease includes assisted living communities. (2) For the equipment lease, this represents the discount rate. (3) On February 24, 2021, we entered into a second amendment to extend our headquarters lease through December 31, 2031. See Note 18 for more information regarding the lease extension. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Other Operating Income | The following tables present revenue from contracts by segment with customers disaggregated by type of payer, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors: December 31, 2020 Senior Rehabilitation and Wellness Services Total Private payer $ 75,625 $ 4,520 $ 80,145 Medicare and Medicaid programs 1,390 40,519 41,909 Other third-party payer programs — 36,993 36,993 Management fees 62,880 (1) — 62,880 Reimbursed community-level costs incurred on behalf of managed communities 916,167 (1) — 916,167 Other reimbursed expenses 25,648 (1) — 25,648 Total revenues $ 1,081,710 $ 82,032 $ 1,163,742 _______________________________________ (1) Represents separate revenue streams earned from DHC as part of the New Management Agreements. December 31, 2019 Senior Rehabilitation and Wellness Services Total Private payer $ 802,071 $ 2,709 $ 804,780 Medicare and Medicaid programs 204,272 27,222 231,494 Other third-party payer programs 30,155 18,754 48,909 Management fees 16,169 (1) — 16,169 Reimbursed community-level costs incurred on behalf of managed communities 313,792 (1) — 313,792 Total revenues $ 1,366,459 $ 48,685 $ 1,415,144 _______________________________________ (1) Represents separate revenue streams earned from DHC as part of the then pooling and management agreements in effect through December 31, 2019. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Results of operations and selected financial information by reportable segment and the reconciliation to the consolidated financial statements are as follows: Year ended December 31, 2020 Senior Rehabilitation and Wellness Services Corporate and Other Total Revenues $ 1,081,710 $ 82,032 $ — $ 1,163,742 Other operating income 1,715 1,720 — 3,435 Operating expenses 1,018,348 67,321 65,566 1,151,235 Operating income (loss) 65,077 16,431 (65,566) 15,942 Allocated corporate and other costs (57,023) (4,109) 61,132 — Other loss, net (288) — (22,580) (22,868) Income (loss) before income taxes and equity in earnings of an investee 7,766 12,322 (27,014) (6,926) Provision for income taxes — — (663) (663) Net income (loss) $ 7,766 $ 12,322 $ (27,677) $ (7,589) Year ended December 31, 2019 Senior Rehabilitation and Wellness Services Corporate and Other Total Revenues $ 1,366,459 $ 48,685 $ — $ 1,415,144 Operating expenses 1,307,068 41,603 86,747 1,435,418 Operating income (loss) 59,391 7,082 (86,747) (20,274) Allocated corporate and other costs (74,291) (4,361) 78,652 — Other income (loss), net 66 — (306) (240) (Loss) income before income taxes and equity in earnings of an investee (14,834) 2,721 (8,401) (20,514) Provision for income taxes — — (56) (56) Equity in earnings of an investee — — 575 575 Net (loss) income $ (14,834) $ 2,721 $ (7,882) $ (19,995) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment are recorded at cost and depreciated using the straight-line basis over their estimated useful lives, which are typically as follows: Asset Class Estimated Useful Life Buildings 40 Building and land improvements 3-15 Equipment 7 Computer equipment and software 5 Furniture and fixtures 7 Property and equipment, net consist of the following: As of December 31, 2020 2019 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 202,679 201,447 Furniture, fixtures and equipment 60,713 59,174 Property and equipment, at cost 275,547 272,776 Less: accumulated depreciation (116,296) (105,529) Property and equipment, net $ 159,251 $ 167,247 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2020 and 2019, which are included in other long-term assets on our consolidated balance sheets, were as follows: As of December 31, 2020 2019 Non-current deferred tax assets: Insurance reserves $ 2,661 $ 2,500 Tax credits 1,060 19,394 Tax loss carryforwards 36,838 62,098 Depreciable assets 7,469 5,778 Goodwill 2,536 2,536 Right-of-use lease obligation 6,242 5,886 Other assets 1,469 3,047 Total non-current deferred tax assets before valuation allowance 58,275 101,239 Valuation allowance: (46,485) (87,665) Total non-current deferred tax assets 11,790 13,574 Non-current deferred tax liabilities: Lease expense (4,381) (4,914) Right-of-use lease asset (6,180) (5,886) Other liabilities (1,085) (1,825) Total non-current deferred tax liabilities (11,646) (12,625) Net deferred tax assets $ 144 $ 949 |
Schedule of changes in valuation allowance for deferred tax assets | The changes in our valuation allowance for deferred tax assets were as follows: Balance at Amounts Amounts Amounts (Credited) Charged to Equity Balance at Year Ended December 31, 2019 $ 101,300 $ — $ (13,341) $ (294) $ 87,665 Year Ended December 31, 2020 $ 87,665 $ 584 $ (41,834) $ 70 $ 46,485 |
Schedule of provision for income taxes from continuing operations | The provision for income taxes from operations is as follows: Years Ended December 31, 2020 2019 Current tax provision: Federal $ (506) $ (561) State 365 244 Total current tax benefit (141) (317) Deferred tax provision: Federal 277 277 State 527 96 Total deferred tax provision 804 373 Total tax provision $ 663 $ 56 |
Schedule of difference between effective tax rate on continuing operations and the U.S. Federal statutory income tax rate | The principal reasons for the difference between our effective tax rate on operations and the U.S. federal statutory income tax rate are as follows: Years Ended December 31, 2020 2019 Taxes at statutory U.S. federal income tax rate (21.0) % (21.0) % State and local income taxes, net of federal tax benefit 4.5 % 17.2 % Tax credits 259.3 % (0.6) % Change in valuation allowance (581.2) % (67.4) % Deferred taxes — % 72.4 % Federal net operating losses 268.6 % — % State net operating losses 50.2 % — % Return to provision 36.4 % 0.2 % Investments (7.8) % — % Other differences, net 0.6 % (0.5) % Effective tax rate 9.6 % 0.3 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted net loss per share (in thousands): Years Ended December 31, 2020 2019 Weighted average shares outstanding—basic 31,471 5,006 Effect of dilutive securities: unvested share awards — — Weighted average shares outstanding—diluted (1) 31,471 5,006 _______________________________________ |
Fair Values of Assets and Lia_2
Fair Values of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The tables below present certain of our assets measured at fair value at December 31, 2020 and 2019, categorized by the level of input used in the valuation of each asset. As of December 31, 2020 Description Total Quoted Prices in Significant Other Significant Cash equivalents (1) $ 26,291 $ 26,291 $ — $ — Investments: Equity investments (2) High yield fund (3) 3,156 — 3,156 — International bond fund (4) 2,818 — 2,818 — Financial services industry 1,348 1,348 — — Healthcare 477 477 — — Technology 765 765 — — Other (5) 3,875 3,875 — — Total equity investments 12,439 6,465 5,974 — Debt investments (6) Industrial bonds 540 — 540 — Technology bonds 1,471 — 1,471 — Government bonds 7,301 7,301 — — Energy bonds 484 — 484 — Financial bonds 1,359 — 1,359 — Other 1,155 — 1,155 — Total debt investments 12,310 7,301 5,009 — Total investments 24,749 13,766 10,983 — Total $ 51,040 $ 40,057 $ 10,983 $ — As of December 31, 2019 Description Total Quoted Prices in Significant Other Significant Cash equivalents (1) $ 26,143 $ 26,143 $ — $ — Investments: Equity investments (2) Financial services industry 1,233 1,233 — — Healthcare 395 395 — — Technology 281 281 — — Other 4,500 4,500 — — Total equity investments 6,409 6,409 — — Debt investments (6) High yield fund (3) 2,977 — 2,977 — International bond fund (4) 2,680 — 2,680 — Industrial bonds 1,180 — 1,180 — Technology bonds 2,189 — 2,189 — Government bonds 9,537 9,537 — — Energy bonds 625 — 625 — Financial bonds (5) 1,853 — 1,853 — Other 725 — 725 — Total debt investments 21,766 9,537 12,229 — Total investments 28,175 15,946 12,229 — Total $ 54,318 $ 42,089 $ 12,229 $ — _______________________________________ (1) Cash equivalents consist of short-term, highly liquid investments and money market funds held primarily for obligations arising from our self-insurance programs. Cash equivalents are reported in our consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $22,837 and $23,014 of balances that are restricted at December 31, 2020 and 2019, respectively. (2) The fair value of our equity investments is readily determinable. During the years ended December 31, 2020 and 2019, we received gross proceeds of $3,845 and $1,963, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $368 and $289, respectively, and gross realized losses totaling $245 and $60, respectively. (3) The investment strategy of this fund is to invest principally in fixed income securities. The fund invests in such securities or investment vehicles 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. As of January 1, 2020, we reclassified this investment from a debt investment to an equity investment to reflect the nature of the investment rather than the nature of the securities held by the investment. (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. As of January 1, 2020, we reclassified this investment from a debt investment to an equity investment to reflect the nature of the investment rather than the nature of the securities held by the investment. (5) As of January 1, 2020, we reclassified an investment with a fair value of $286 from a debt investment to an equity investment. (6) As of December 31, 2020, our debt investments, which are classified as available for sale, had a fair value of $12,310 with an amortized cost of $11,554; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $756, net of unrealized losses of $4. As of December 31, 2019, our debt investments had a fair value of $21,766 with an amortized cost of $19,662; the difference between the fair value and amortized cost amounts resulted from unrealized gains of $2,114, net of unrealized losses of $10. Debt investments include $8,395 and $12,477 of balances that are restricted as of December 31, 2020 and 2019, respectively. At December 31, 2020, one of the debt investments we hold, with a fair value of $291, has been in a loss position for less than 12 months and we did not hold any debt investment with a fair value in a loss position for greater than 12 months. We do not believe this investment is impaired primarily because it has not been in a loss position for an extended period of time, the financial conditions of the issuer of this investment remain strong with solid fundamentals, or we intend to hold the investment until recovery, and other factors that support our conclusion that the loss is temporary. During the years ended December 31, 2020 and 2019, we received gross proceeds of $6,563 and $3,230, respectively, in connection with the sales of debt investments and recorded gross realized gains totaling $302 and $7, respectively, and gross realized losses totaling $0 and $7, respectively. We record gains and losses on the sales of these investments using the specific identification method. |
Schedule of debt securities | The amortized cost basis and fair value of available for sale debt securities at December 31, 2020, by contractual maturity, are shown below. Amortized Cost Fair Value Due in one year or less $ 474 $ 480 Due after one year through five years 6,746 7,076 Due after five years through ten years 4,334 4,754 Total $ 11,554 $ 12,310 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of mortgage notes | The following table is a summary of this mortgage note as of December 31, 2020: Balance as of Contractual Stated Interest Rate Effective Interest Rate Maturity Date Monthly Payment Lender Type $ 7,399 (1) 6.20% 6.70% September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $228. |
Schedule of principal payments due under mortgage notes | As of December 31, 2020, the required principal payments due during the next five years and thereafter under the terms of our mortgage note are as follows: Year Principal Payment 2021 $ 413 2022 440 2023 469 2024 498 2025 531 Thereafter 5,048 Total 7,399 Less: Unamortized net discount (228) Total mortgage note payable 7,171 Less: Short-term portion of mortgage note payable (388) Long-term portion of mortgage note payable $ 6,783 |
Self-Insurance Reserves (Tables
Self-Insurance Reserves (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of self-insurance reserves | The following table represents activity in our self-insurance reserves as of and for the years ended December 31, 2020 and 2019: General and Professional Liability and Auto Workers' Compensation Health Total Balance January 1, 2019 $ 31,899 $ 27,302 $ 8,333 $ 67,534 Current year provisions 29,263 40,711 6,125 76,099 Claims paid and direct expenses (31,303) (41,051) (6,213) (78,567) Change in long-term insurance losses recoverable 1,674 (832) — 842 Balance December 31, 2019 31,533 26,130 8,245 65,908 Current year provisions 33,835 43,726 6,820 84,381 Claims paid and direct expenses (28,997) (41,000) (4,848) (74,845) Change in long-term insurance losses recoverable 2,240 1,308 — 3,548 Balance December 31, 2020 $ 38,611 $ 30,164 $ 10,217 $ 78,992 Our total self-insurance reserves of $78,992 and $65,908 as of December 31, 2020 and 2019, respectively, are included in accrued compensation and benefits and accrued self-insurance obligations in our consolidated balance sheets. |
Basis of Presentation and Org_2
Basis of Presentation and Organization (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019$ / sharesshares | Dec. 31, 2020USD ($)living_unitpropertyshareholderfacilityapartmentcommunitysuitebedstate$ / sharesshares | Dec. 31, 2019USD ($)leasepropertycommunity$ / sharesshares | Jan. 01, 2020USD ($)shareholder | Sep. 29, 2019$ / sharesshares | Dec. 31, 2018USD ($) | |
Real estate properties | ||||||
Issuance of common stock | $ | $ 23,453 | |||||
Cumulative effect adjustment | $ | $ 210,532 | $ 119,981 | $ 71,169 | |||
Stock split ratio | 0.1 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.10 | ||
Common stock, shares issued (in shares) | shares | 5,082,334 | 31,679,207 | 5,154,892 | 50,823,340 | ||
Accumulated Deficit | ||||||
Real estate properties | ||||||
Cumulative effect adjustment | $ | $ (251,139) | $ (245,184) | $ 1,694 | $ (292,636) | ||
Senior living communities | ||||||
Real estate properties | ||||||
Number of properties operated | community | 252 | |||||
Number of states in which real estate properties are located | state | 31 | |||||
Number of living units in properties operated | living_unit | 29,271 | |||||
Lessee, operating lease, number of properties lease | community | 4 | |||||
Number of properties managed | community | 228 | |||||
Number of units in properties managed | living_unit | 26,969 | |||||
Number of properties owned and operated | community | 20 | |||||
Number of living units in properties owned and operated | living_unit | 2,098 | |||||
Number of units leased and operated | living_unit | 204 | |||||
Independent and assisted living communities | ||||||
Real estate properties | ||||||
Number of properties operated | community | 243 | |||||
Number of living units in properties operated | living_unit | 28,316 | |||||
Continuing Care Retirement Communities | ||||||
Real estate properties | ||||||
Number of properties operated | shareholder | 37 | |||||
Number of living units in properties operated | shareholder | 8,574 | |||||
SNF | ||||||
Real estate properties | ||||||
Number of properties operated | facility | 9 | |||||
Number of living units in properties operated | living_unit | 955 | |||||
Independent living apartment | ||||||
Real estate properties | ||||||
Number of living units in properties operated | apartment | 10,982 | |||||
Assisted living suites | ||||||
Real estate properties | ||||||
Number of living units in properties operated | suite | 15,332 | |||||
Rediscovery Memory Care Units | ||||||
Real estate properties | ||||||
Number of living units in properties operated | bed | 3,220 | |||||
Skilled nursing units | ||||||
Real estate properties | ||||||
Number of living units in properties operated | bed | 2,957 | |||||
DHC | Senior Housing Properties Trust Transaction Agreement | ||||||
Real estate properties | ||||||
Lessee, operating lease, number of properties lease | community | 166 | |||||
Number of properties managed | 228 | 244 | ||||
DHC | Senior living communities | ||||||
Real estate properties | ||||||
Number of properties managed | property | 78 | |||||
DHC | Senior living communities | Senior Housing Properties Trust Transaction Agreement | ||||||
Real estate properties | ||||||
Number of leases | lease | 5 | |||||
Private Placement | DHC | Senior Housing Properties Trust Transaction Agreement | ||||||
Real estate properties | ||||||
Issuance of common stock | $ | $ 75,000 | |||||
DHC | Inpatient Rehabilitation Clinics | ||||||
Real estate properties | ||||||
Number of properties operated | property | 37 | |||||
DHC | Outpatient Rehabilitation Clinics | ||||||
Real estate properties | ||||||
Number of properties operated | property | 207 | |||||
Number of properties owned and operated | property | 149 | |||||
Number of real estate properties owned or leased | property | 58 | |||||
DHC | Private Placement | DHC | Senior Housing Properties Trust Transaction Agreement | ||||||
Real estate properties | ||||||
Number of shares sold (in shares) | shares | 10,268,158 | |||||
DHC Shareholders | Private Placement | DHC | Senior Housing Properties Trust Transaction Agreement | ||||||
Real estate properties | ||||||
Number of shares sold (in shares) | shares | 16,118,849 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | $ 23,877 | $ 23,995 |
Long-Term | 1,369 | 1,244 |
Workers’ compensation letter of credit collateral | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 21,561 | 21,655 |
Long-Term | 0 | 0 |
Insurance reserves and other restricted amounts | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 644 | 679 |
Long-Term | 1,369 | 1,244 |
Health deposit-imprest cash | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 1,103 | 1,103 |
Long-Term | 0 | 0 |
Real estate taxes and certain capital expenditures as required by our mortgage | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 569 | 526 |
Long-Term | 0 | 0 |
Resident security deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Current | 0 | 32 |
Long-Term | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Feb. 13, 2020USD ($)shareholder | Jun. 30, 2019USD ($) | |
Equity Method Investments | |||||||
Number of reporting segments | segment | 2 | ||||||
Federal deposit insurance corporation premium expense | $ 250 | $ 250 | |||||
Percentage of revenues derived from payments under the medicare and medicaid programs | 32.00% | 26.50% | 1.20% | 25.00% | |||
Accrued expenses and other current liabilities | $ 41,843,000 | $ 55,981,000 | $ 41,843,000 | $ 55,981,000 | |||
Amounts due from the medicare program | 3,915,000 | 9,056,000 | 3,915,000 | 9,056,000 | |||
Amounts due from various state medicaid programs | 152,000 | 8,532,000 | 152,000 | 8,532,000 | |||
Equity investments | 12,439,000 | 6,409,000 | 12,439,000 | 6,409,000 | |||
Equity investments net unrealized holding gain | 3,376,000 | 3,376,000 | |||||
Debt investments | 12,310,000 | 21,766,000 | 12,310,000 | 21,766,000 | |||
Debt investments net unrealized holding gain | 756,000 | 756,000 | |||||
Interest and dividend income | 757,000 | 1,364,000 | |||||
Unamortized gross balance of deferred financing costs | $ 288,000 | 980,000 | $ 288,000 | 980,000 | |||
Weighted average remaining lease term | 1 year | 1 year | |||||
Equity investment of an investee, net | $ 11,000 | 298,000 | $ 11,000 | 298,000 | |||
Distributions in excess of earnings from Affiliates Insurance Company | 287,000 | 9,000,000 | |||||
Equity in earnings of an investee | 0 | 575,000 | |||||
Other comprehensive income (loss) | 0 | 90,000 | |||||
Estimated minimum loss | $ 0 | 0 | |||||
Interest expense | $ 93,000 | ||||||
Property management fee percentage of construction costs | 3.00% | 3.00% | |||||
Total revenues | $ 1,163,742,000 | 1,415,144,000 | |||||
COVID-19 | |||||||
Equity Method Investments | |||||||
Employer payroll taxes | 22,194,000 | ||||||
Accrued expenses and other current liabilities | $ 30,090,000 | 10,771,000 | 30,090,000 | 10,771,000 | |||
AIC | |||||||
Equity Method Investments | |||||||
Number of other current shareholders of the related party | shareholder | 6 | ||||||
Ownership percentage | 14.30% | ||||||
Equity investment of an investee, net | 11,000 | 298,000 | 11,000 | 298,000 | $ 6,034,000 | ||
Equity in earnings of an investee | 575,000 | ||||||
Other comprehensive income (loss) | 90,000 | ||||||
AIC | |||||||
Equity Method Investments | |||||||
Distributions in excess of earnings from Affiliates Insurance Company | $ 287,000 | 9,000 | |||||
Equity Securities | |||||||
Equity Method Investments | |||||||
Equity investments net unrealized holding gain | 1,201,000 | 1,201,000 | |||||
Debt Securities | |||||||
Equity Method Investments | |||||||
Debt securities | 2,104,000 | ||||||
Other current assets | |||||||
Equity Method Investments | |||||||
Unamortized gross balance of deferred financing costs | 288,000 | 692,000 | 288,000 | 692,000 | |||
Other long-term assets | |||||||
Equity Method Investments | |||||||
Unamortized gross balance of deferred financing costs | $ 0 | 288,000 | 0 | 288,000 | |||
Management fees | |||||||
Equity Method Investments | |||||||
Total revenues | 62,880,000 | 16,169,000 | |||||
Management fees | Senior living | |||||||
Equity Method Investments | |||||||
Total revenues | 62,880,000 | 16,169,000 | |||||
Other reimbursed expenses | |||||||
Equity Method Investments | |||||||
Total revenues | 25,648,000 | 0 | |||||
Other reimbursed expenses | Senior living | |||||||
Equity Method Investments | |||||||
Total revenues | $ 25,648,000 | 0 | |||||
Minimum | |||||||
Equity Method Investments | |||||||
Consumer price index percentage | 2.00% | ||||||
Maximum | |||||||
Equity Method Investments | |||||||
Consumer price index percentage | 6.00% | ||||||
DHC | Senior Housing Properties Trust Transaction Agreement | |||||||
Equity Method Investments | |||||||
Management fee of gross revenue, base (as a percent) | 5.00% | 5.00% | |||||
Management fee of gross revenue, incentive (as a percent) | 15.00% | 15.00% | |||||
Management fee maximum (as a percent) | 1.50% | 1.50% | |||||
DHC | Management fees | |||||||
Equity Method Investments | |||||||
Due from (to) related party | $ 89,911,000 | $ 3,363,000 | $ 89,911,000 | $ 3,363,000 | |||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2021 | Line of Credit | |||||||
Equity Method Investments | |||||||
Maximum borrowing capacity | $ 65,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Receivables and Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | ||
Balance at Beginning of Period | $ 4,664 | $ 3,422 |
Provision for Doubtful Accounts | 1,450 | 4,891 |
Recoveries | 156 | 1,459 |
Write-offs | (3,121) | (5,108) |
Balance at End of Period | $ 3,149 | $ 4,664 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Debt Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Investments | ||
Fair Value, Less than 12 months | $ 291 | $ 292 |
Unrealized Loss , Less than 12 months | 4 | 10 |
Fair Value, Greater than 12 months | 0 | 0 |
Unrealized Loss, Greater than 12 months | 0 | 0 |
Fair Value, Total | 291 | 292 |
Unrealized Loss, Total | $ 4 | $ 10 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | |
Property and Equipment | |
Estimated Useful Life (in years) | 40 years |
Building and land improvements | Minimum | |
Property and Equipment | |
Estimated Useful Life (in years) | 3 years |
Building and land improvements | Maximum | |
Property and Equipment | |
Estimated Useful Life (in years) | 15 years |
Equipment | |
Property and Equipment | |
Estimated Useful Life (in years) | 7 years |
Computer equipment and software | |
Property and Equipment | |
Estimated Useful Life (in years) | 5 years |
Furniture and fixtures | |
Property and Equipment | |
Estimated Useful Life (in years) | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Leases (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)shareholder | Dec. 31, 2019USD ($) | |
Leases [Abstract] | ||
Lessee remaining lease term | 8 years | |
Weighted average remaining lease term | 7 years | |
Weighted average discount rate | 5.20% | |
Operating Leased Assets [Line Items] | ||
Lessee remaining lease term | 8 years | |
Weighted average remaining lease term | 7 years | |
Weighted average discount rate | 5.20% | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Operating lease right-of-use assets | $ 18,030 | $ 20,855 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
Finance lease, renewal term | 5 years | |
Finance lease right-of-use assets | $ 4,493 | 0 |
Lease right-of-use assets | 22,523 | |
2021 | 4,553 | |
2022 | 4,099 | |
2023 | 4,163 | |
2024 | 4,228 | |
2025 | 4,290 | |
There after | 7,590 | |
Total | $ 28,923 | |
IBR | 5.20% | |
Lease Liability | $ 24,400 | |
Rent expense | 5,118 | $ 141,486 |
Finance lease expenses | 323 | |
Right-of-use asset, amortization | 230 | |
Interest expense | 93 | |
Equipment | ||
Finance Lease, Liability, Payment, Due [Abstract] | ||
Finance lease right-of-use assets | 4,493 | |
2021 | 1,140 | |
2022 | 1,140 | |
2023 | 1,140 | |
2024 | 1,140 | |
2025 | 1,140 | |
There after | 0 | |
Total | $ 5,700 | |
IBR | 7.60% | |
Lease Liability | $ 4,729 | |
General and Administrative Expenses | ||
Finance Lease, Liability, Payment, Due [Abstract] | ||
Rent expense | $ 1,760 | |
Properties Under PEAK Lease | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, operating lease, number of properties lease | shareholder | 4 | |
Number of renewal options | shareholder | 1 | |
Renewal Term | 10 years | |
Operating lease right-of-use assets | $ 17,578 | |
2021 | 2,910 | |
2022 | 2,959 | |
2023 | 3,023 | |
2024 | 3,088 | |
2025 | 3,150 | |
There after | 7,590 | |
Total | $ 22,720 | |
IBR | 4.60% | |
Lease Liability | $ 19,175 | |
Headquarters Lease | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, operating lease, number of properties lease | shareholder | 1 | |
Operating lease right-of-use assets | $ 452 | |
2021 | 503 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
There after | 0 | |
Total | $ 503 | |
IBR | 4.60% | |
Lease Liability | $ 496 |
Revenue from Contract with Cu_2
Revenue from Contract with Customer (Details) - USD ($) $ in Thousands | Jun. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,163,742 | $ 1,415,144 | |
Other operating income | $ 1,562 | 3,435 | 0 |
Private payer | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 80,145 | 804,780 | |
Private payer | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 75,625 | 802,071 | |
Private payer | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 4,520 | 2,709 | |
Medicare and Medicaid programs | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 41,909 | 231,494 | |
Medicare and Medicaid programs | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,390 | 204,272 | |
Medicare and Medicaid programs | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 40,519 | 27,222 | |
Other third-party payer programs | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 36,993 | 48,909 | |
Other third-party payer programs | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 30,155 | |
Other third-party payer programs | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 36,993 | 18,754 | |
Management fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 62,880 | 16,169 | |
Management fees | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 62,880 | 16,169 | |
Management fees | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | |
Reimbursed community-level costs incurred on behalf of managed communities | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 916,167 | 313,792 | |
Reimbursed community-level costs incurred on behalf of managed communities | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 916,167 | 313,792 | |
Reimbursed community-level costs incurred on behalf of managed communities | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | 0 | |
Other reimbursed expenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 25,648 | 0 | |
Other reimbursed expenses | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 25,648 | 0 | |
Other reimbursed expenses | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 0 | ||
Total revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,163,742 | 1,415,144 | |
Total revenues | Senior living | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,081,710 | 1,366,459 | |
Total revenues | Rehabilitation and Wellness Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 82,032 | $ 48,685 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | Jun. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,163,742 | $ 1,415,144 | |
Other operating income | $ 1,562 | 3,435 | 0 |
Operating expenses | 1,151,235 | 1,435,418 | |
Operating income (loss) | 15,942 | (20,274) | |
Allocated corporate and other costs | 0 | 0 | |
Other loss, net | (22,868) | (240) | |
Income (loss) before income taxes and equity in earnings of an investee | (6,926) | (20,514) | |
Provision for income taxes | (663) | (56) | |
Equity in earnings of an investee | 0 | 575 | |
Net income (loss) | (7,589) | (19,995) | |
Operating segments | Senior living | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,081,710 | 1,366,459 | |
Other operating income | 1,715 | ||
Operating expenses | 1,018,348 | 1,307,068 | |
Operating income (loss) | 65,077 | 59,391 | |
Allocated corporate and other costs | (57,023) | (74,291) | |
Other loss, net | (288) | 66 | |
Income (loss) before income taxes and equity in earnings of an investee | 7,766 | (14,834) | |
Provision for income taxes | 0 | 0 | |
Equity in earnings of an investee | 0 | ||
Net income (loss) | 7,766 | (14,834) | |
Operating segments | Rehabilitation and Wellness Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 82,032 | 48,685 | |
Other operating income | 1,720 | ||
Operating expenses | 67,321 | 41,603 | |
Operating income (loss) | 16,431 | 7,082 | |
Allocated corporate and other costs | (4,109) | (4,361) | |
Other loss, net | 0 | 0 | |
Income (loss) before income taxes and equity in earnings of an investee | 12,322 | 2,721 | |
Provision for income taxes | 0 | 0 | |
Equity in earnings of an investee | 0 | ||
Net income (loss) | 12,322 | 2,721 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Other operating income | 0 | ||
Operating expenses | 65,566 | 86,747 | |
Operating income (loss) | (65,566) | (86,747) | |
Allocated corporate and other costs | 61,132 | 78,652 | |
Other loss, net | (22,580) | (306) | |
Income (loss) before income taxes and equity in earnings of an investee | (27,014) | (8,401) | |
Provision for income taxes | (663) | (56) | |
Equity in earnings of an investee | 575 | ||
Net income (loss) | $ (27,677) | $ (7,882) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Property and equipment, at cost | $ 275,547,000 | $ 272,776,000 |
Less: accumulated depreciation | (116,296,000) | (105,529,000) |
Property and equipment, net | 159,251,000 | 167,247,000 |
Depreciation expense | 10,767,000 | 16,640,000 |
Long-lived asset impairment | 0 | 3,148,000 |
Fair values of the impaired assets | 4,520,000 | |
Long-lived asset impairment | 134,000 | |
Land | ||
Property and Equipment | ||
Property and equipment, at cost | 12,155,000 | 12,155,000 |
Buildings, construction in process and improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 202,679,000 | 201,447,000 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, at cost | 60,713,000 | 59,174,000 |
Disposal group, held-for-sale | ||
Property and Equipment | ||
Assets held for sale | $ 0 | $ 4,813,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Non-current deferred tax assets: | |||
Insurance reserves | $ 2,661 | $ 2,500 | |
Tax credits | 1,060 | 19,394 | |
Tax loss carryforwards | 36,838 | 62,098 | |
Depreciable assets | 7,469 | 5,778 | |
Goodwill | 2,536 | 2,536 | |
Right-of-use lease obligation | 6,242 | 5,886 | |
Other assets | 1,469 | 3,047 | |
Total non-current deferred tax assets before valuation allowance | 58,275 | 101,239 | |
Valuation allowance: | (46,485) | (87,665) | |
Total non-current deferred tax assets | 11,790 | 13,574 | |
Non-current deferred tax liabilities: | |||
Lease expense | (4,381) | (4,914) | |
Right-of-use lease asset | (6,180) | (5,886) | |
Other liabilities | (1,085) | (1,825) | |
Total non-current deferred tax liabilities | (11,646) | (12,625) | |
Net deferred tax assets | 144 | 949 | |
Income Taxes | |||
Annual limitation net operating losses | $ 445 | ||
Valuation allowance | 46,485 | 87,665 | |
Net operating loss carry forward, which begins to expire in 2027 if unused | 87,160 | ||
Tax credit carry forward, which begins to expire in 2026 if unused | 332 | ||
Movement in valuation allowance for deferred tax assets | |||
Provision for income taxes | 663 | 56 | |
Federal, state tax expense (benefit) | 229 | ||
State income tax | 892 | ||
State valuation allowance, amount | 527 | ||
Federal | |||
Non-current deferred tax assets: | |||
Tax loss carryforwards | 18,606 | ||
Valuation allowance: | (37,104) | ||
Income Taxes | |||
Valuation allowance | 37,104 | ||
Net operating loss carry forward, which begins to expire in 2027 if unused | 88,601 | ||
Tax credit carry forward, which begins to expire in 2026 if unused | 18,498 | ||
Valuation Allowance for Deferred Tax Assets | |||
Movement in valuation allowance for deferred tax assets | |||
Beginning balance | 87,665 | 101,300 | |
Amounts Charged to Expense | 584 | 0 | |
Amounts Charged Off, Net of Recoveries | (41,834) | (13,341) | |
Amounts (Credited) Charged to Equity | 70 | (294) | |
Ending balance | $ 46,485 | $ 87,665 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision: | ||
Federal | $ (506,000) | $ (561,000) |
Current State and Local Tax Expense (Benefit) | 365,000 | 244,000 |
Total current tax benefit | (141,000) | (317,000) |
Deferred tax provision: | ||
Federal | 277,000 | 277,000 |
State | 527,000 | 96,000 |
Total deferred tax provision | 804,000 | 373,000 |
Total tax provision | $ 663,000 | $ 56,000 |
Difference between the entity's effective tax (benefit) rate on continuing operations and the U.S. Federal statutory income tax (benefit) rate | ||
Taxes at statutory U.S. federal income tax rate | (21.00%) | (21.00%) |
State and local income taxes, net of federal tax benefit | 4.50% | 17.20% |
Tax credits | 259.30% | (0.60%) |
Change in valuation allowance | (581.20%) | (67.40%) |
Deferred taxes | 0.00% | 72.40% |
Federal net operating losses | 268.60% | 0.00% |
State net operating losses | 50.20% | 0.00% |
Return to provision | 36.40% | 0.20% |
Investments | (7.80%) | 0.00% |
Other differences, net | 0.60% | (0.50%) |
Effective tax rate | 9.60% | 0.30% |
Unrecognized tax benefits | $ 0 | $ 0 |
AMT amount | $ 554,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding - basic (in shares) | 31,471 | 5,006 | ||
Effect of dilutive securities: unvested share awards (in shares) | 0 | 0 | ||
Weighted average shares outstanding - diluted (in shares) | 31,471 | 5,006 | ||
Potentially dilutive restricted unvested common shares, not included in diluted EPS calculation (in shares) | 110 | 121 |
Fair Values of Assets and Lia_3
Fair Values of Assets and Liabilities - Recurring Measurements (Details) $ in Thousands | Jan. 01, 2020USD ($) | Dec. 31, 2020USD ($)security | Dec. 31, 2019USD ($) |
Fair Values of Assets and Liabilities | |||
Cash equivalents | $ 26,291 | $ 26,143 | |
Equity investments | 12,439 | 6,409 | |
Debt investments | 12,310 | 21,766 | |
Total investments | 24,749 | 28,175 | |
Total | 51,040 | 54,318 | |
Restricted cash equivalents | 22,837 | 23,014 | |
Proceeds from sale of equity securities | 3,845 | 1,963 | |
Gross realized gains recorded on sale of equity securities | 368 | 289 | |
Gross realized losses recorded on sale of equity securities | 245 | 60 | |
Reclassification from debt security to equity investment fair value | $ 286 | ||
Total | 11,554 | 19,662 | |
Unrealized gains on debt securities | 756 | 2,114 | |
Unrealized losses on debt securities | $ 4 | 10 | |
Debt investments in a loss position less than 12 months, number of positions | security | 1 | ||
Debt investments in a loss position less than 12 months, fair value | $ 291 | 292 | |
Proceeds from sale of debt securities | 6,563 | 3,230 | |
Gross realized gains recorded on sale of debt securities | 302 | 7 | |
Gross realized losses recorded on sale of debt securities | 0 | 7 | |
High yield fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 3,156 | ||
Debt investments | 2,977 | ||
International bond fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 2,818 | ||
Debt investments | 2,680 | ||
Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 1,348 | 1,233 | |
Healthcare | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 477 | 395 | |
Technology | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 765 | 281 | |
Other | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 3,875 | 4,500 | |
Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 540 | 1,180 | |
Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,471 | 2,189 | |
Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 7,301 | 9,537 | |
Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 484 | 625 | |
Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,359 | 1,853 | |
Other | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,155 | 725 | |
Restricted Debt Securities | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 8,395 | 12,477 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 26,291 | 26,143 | |
Equity investments | 6,465 | 6,409 | |
Debt investments | 7,301 | 9,537 | |
Total investments | 13,766 | 15,946 | |
Total | 40,057 | 42,089 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | ||
Debt investments | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | ||
Debt investments | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 1,348 | 1,233 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Healthcare | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 477 | 395 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Technology | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 765 | 281 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 3,875 | 4,500 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 7,301 | 9,537 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Other | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 0 | 0 | |
Equity investments | 5,974 | 0 | |
Debt investments | 5,009 | 12,229 | |
Total investments | 10,983 | 12,229 | |
Total | 10,983 | 12,229 | |
Significant Other Observable Inputs (Level 2) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 3,156 | ||
Debt investments | 2,977 | ||
Significant Other Observable Inputs (Level 2) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 2,818 | ||
Debt investments | 2,680 | ||
Significant Other Observable Inputs (Level 2) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Healthcare | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Technology | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 540 | 1,180 | |
Significant Other Observable Inputs (Level 2) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,471 | 2,189 | |
Significant Other Observable Inputs (Level 2) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 484 | 625 | |
Significant Other Observable Inputs (Level 2) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,359 | 1,853 | |
Significant Other Observable Inputs (Level 2) | Other | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 1,155 | 725 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Values of Assets and Liabilities | |||
Cash equivalents | 0 | 0 | |
Equity investments | 0 | 0 | |
Debt investments | 0 | 0 | |
Total investments | 0 | 0 | |
Total | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | High yield fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | ||
Debt investments | 0 | ||
Significant Unobservable Inputs (Level 3) | International bond fund | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | ||
Debt investments | 0 | ||
Significant Unobservable Inputs (Level 3) | Financial services industry | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Healthcare | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Technology | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Other | |||
Fair Values of Assets and Liabilities | |||
Equity investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Industrial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Technology bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Government bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Energy bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Financial bonds | |||
Fair Values of Assets and Liabilities | |||
Debt investments | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Other | |||
Fair Values of Assets and Liabilities | |||
Debt investments | $ 0 | $ 0 |
Fair Values of Assets and Lia_4
Fair Values of Assets and Liabilities - Debt Securities, Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Amortized Cost | ||
Due in one year or less | $ 474 | |
Due after one year through five years | 6,746 | |
Due after five years through ten years | 4,334 | |
Total | 11,554 | $ 19,662 |
Fair Value | ||
Due in one year or less | 480 | |
Due after one year through five years | 7,076 | |
Due after five years through ten years | 4,754 | |
Total | $ 12,310 | $ 21,766 |
Fair Values of Assets and Lia_5
Fair Values of Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying value and fair value | ||
Mortgage note payable | $ 6,783 | $ 7,171 |
Carrying value | ||
Carrying value and fair value | ||
Mortgage note payable | 7,171 | 8,177 |
Carrying value | Significant Unobservable Inputs (Level 3) | ||
Carrying value and fair value | ||
Mortgage note payable | $ 7,533 | $ 8,861 |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)agreementliving_unitcommunity | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Weighted average annual interest rate | 5.00% | ||
Amount available for borrowing under credit facility | $ 29,292,000 | ||
Mortgages | |||
Debt Instrument [Line Items] | |||
Interest expense and other associated costs | 502,000 | $ 526,000 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest expense and other associated costs | $ 1,036,000 | 2,089,000 | |
Revolving Credit Facility | Line of Credit | Secured Revolving Credit Facility Maturing June 2021 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 65,000,000 | ||
Payments of fees | $ 1,271,000 | ||
Commitment fee | 0.35% | ||
Debt outstanding | $ 0 | ||
Amount available for borrowing under credit facility | 2,442,000 | ||
Letters of credit issued, remaining borrowing capacity | $ 42,053,000 | ||
Number of real estate properties securing borrowings on credit facility | community | 11 | ||
Number of units in real estate properties securing borrowings on credit facility | living_unit | 1,235 | ||
Revolving Credit Facility | Line of Credit | Secured Revolving Credit Facility Maturing June 2021 | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable rate basis | 2.50% | ||
Variable interest rate | 2.64% | ||
Revolving Credit Facility | Line of Credit | Secured Revolving Credit Facility Maturing June 2021 | Base Rate | |||
Debt Instrument [Line Items] | |||
Variable rate basis | 1.50% | ||
Variable interest rate | 4.75% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 26,850,000 | ||
Number of irrevocable standby letters of credit agreements | agreement | 7 | ||
Other Than Workers' Compensation Insurance Program Collateral | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Number of irrevocable standby letters of credit agreements | agreement | 6 | ||
Workers' Compensation Insurance Program | Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Extension period | 1 year | ||
Workers' Compensation Insurance Program | Cash Equivalents | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Collateral securing workers' compensation insurance program | $ 21,561,000 | ||
Workers' Compensation Insurance Program | Debt and Equity Investments | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Collateral securing workers' compensation insurance program | $ 7,517,000 | ||
Senior Living Communities | Mortgages | |||
Debt Instrument [Line Items] | |||
Number of real estate properties mortgaged | community | 1 |
Indebtedness - Summary of Mortg
Indebtedness - Summary of Mortgage (Details) - Mortgages - September 2032 $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Mortgage debt and premiums | $ 7,399 |
Contractual Stated Interest Rate | 6.20% |
Effective Interest Rate | 6.70% |
Monthly Payment | $ 72 |
Unamortized net discount and debt issuance costs | $ 228 |
Indebtedness - Principal Paymen
Indebtedness - Principal Payments Due (Details) - Mortgages - September 2032 $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 413 |
2022 | 440 |
2023 | 469 |
2024 | 498 |
2025 | 531 |
Thereafter | 5,048 |
Total mortgage notes payable, gross | 7,399 |
Less: Unamortized net discount | (228) |
Total mortgage note payable | 7,171 |
Less: Short-term portion of mortgage note payable | (388) |
Long-term portion of mortgage note payable | $ 6,783 |
Leases with DHC and Healthpea_2
Leases with DHC and Healthpeak Properties, Inc and Management Agreements with DHC - Lease Summary (Details) | Dec. 31, 2019USD ($)communityproperty | Jun. 30, 2016USD ($) | Dec. 31, 2020USD ($)communityterm | Dec. 31, 2019USD ($)communityproperty | Dec. 31, 2019USD ($)communityproperty | Dec. 31, 2020USD ($)communitybuildingleaseterm | Dec. 31, 2019USD ($)leasecommunitypropertyshares | Jan. 01, 2020USD ($)shareholder | Apr. 01, 2019USD ($) | Feb. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |||||||||||
Issuance of common stock | $ 23,453,000 | ||||||||||
Loss on termination of leases | 22,899,000 | $ 0 | |||||||||
Working capital liabilities | 51,547,000 | ||||||||||
Transaction costs | $ 1,448,000 | $ 11,952,000 | |||||||||
Cumulative effect adjustment | $ 119,981,000 | 210,532,000 | 119,981,000 | $ 119,981,000 | 210,532,000 | 119,981,000 | $ 71,169,000 | ||||
Loss on sale of senior living communities | 0 | 856,000 | |||||||||
Rent expense | 5,118,000 | 141,486,000 | |||||||||
Total revenues | 1,163,742,000 | 1,415,144,000 | |||||||||
Accumulated Deficit | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Cumulative effect adjustment | (245,184,000) | (251,139,000) | (245,184,000) | (245,184,000) | $ (251,139,000) | (245,184,000) | $ 1,694,000 | (292,636,000) | |||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Cumulative effect adjustment | 0 | 0 | 0 | 0 | 67,473,000 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Cumulative effect adjustment | 1,694,000 | 1,694,000 | 1,694,000 | 1,694,000 | $ 67,473,000 | ||||||
Minimum | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Consumer price index percentage | 2.00% | ||||||||||
Maximum | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Consumer price index percentage | 6.00% | ||||||||||
Disposal group, held-for-sale | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Assets held for sale | $ 4,813,000 | $ 0 | $ 4,813,000 | $ 4,813,000 | $ 0 | $ 4,813,000 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of properties sold | property | 18 | ||||||||||
Proceeds from sale communities | $ 29,500,000 | ||||||||||
Loss on sale of senior living communities | $ 749,000 | ||||||||||
Number of properties sold with liabilities | property | 15 | ||||||||||
Management fees | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Total revenues | 62,880,000 | $ 16,169,000 | |||||||||
Rehabilitation and wellness services | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Total revenues | 82,032,000 | 48,685,000 | |||||||||
Total management and operating revenues | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Total revenues | $ 221,927,000 | $ 1,101,352,000 | |||||||||
PEAK Inc | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of leases | lease | 1 | ||||||||||
Senior living communities | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of properties leased and operated | community | 4 | 4 | |||||||||
Number of properties managed | community | 228 | 228 | |||||||||
Number Of Buildings To Be Sold | community | 1 | ||||||||||
Senior living communities | PEAK Inc | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of properties leased and operated | community | 4 | 4 | |||||||||
DHC | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of communities managed | community | 78 | ||||||||||
Gain recognized on sale leaseback transaction | $ 82,644 | ||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 7.00% | ||||||||||
DHC | AL Management Agreement Before May 2015 | Minimum | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Management fees as a percentage of gross revenues | 3.00% | 3.00% | 3.00% | 3.00% | |||||||
Annual incentive fee | 35.00% | 35.00% | 35.00% | 35.00% | |||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 8.00% | 8.00% | 8.00% | 8.00% | |||||||
DHC | AL Management Agreement On Or After May 2015 | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Capital expenditure projects fee as a percentage of amount funded by related party | 3.00% | ||||||||||
DHC | AL Management Agreement On Or After May 2015 | Maximum | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Management fees as a percentage of gross revenues | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Annual incentive fee | 20.00% | 20.00% | 20.00% | 20.00% | |||||||
Annual return as a percentage of invested surplus specified as a base for determining incentive fee | 7.00% | 7.00% | 7.00% | 7.00% | |||||||
DHC | New Pooling Agreement | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Management fees as a percentage of gross revenues | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Annual incentive fee | 20.00% | 20.00% | 20.00% | 20.00% | |||||||
DHC | Capital Expenditure Projects | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Revenues | $ 2,467,000 | $ 842,000 | |||||||||
DHC | Management fees | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Revenues | 15,045,000 | ||||||||||
DHC | Rehabilitation and wellness services | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Revenues | 25,687,000 | 5,920,000 | |||||||||
DHC | Management Fees | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Revenues | 59,928,000 | ||||||||||
DHC | D & Yonkers LLC | Total management and operating revenues | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Revenues | $ 485,000 | $ 282,000 | |||||||||
DHC | Senior living communities | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of properties managed | property | 78 | 78 | 78 | 78 | |||||||
DHC | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number Of Buildings To Be Sold | building | 1 | ||||||||||
DHC | Senior living communities | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Rent expense | $ 1,561,000 | $ 414,000 | |||||||||
Number of communities sold | community | 9 | ||||||||||
Additional senior living communities | community | 7 | ||||||||||
DHC | Senior living communities | Total management and operating revenues | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Total revenues | $ 2,685,000 | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of properties leased and operated | community | 166 | 166 | 166 | 166 | |||||||
Number of properties managed | 228 | 228 | 244 | ||||||||
Operating lease monthly rent, minimum | $ 11,000,000 | ||||||||||
Operating lease liability, reduction in payments due | $ 13,840,000 | ||||||||||
Amortization of lease inducement | $ 12,423,000 | 1,416,000 | |||||||||
Management fee of gross revenue, base (as a percent) | 5.00% | 5.00% | |||||||||
Related party transaction construction cost (as a percent) | 3.00% | 3.00% | |||||||||
Management fee of gross revenue, incentive (as a percent) | 15.00% | 15.00% | |||||||||
Management fee maximum (as a percent) | 1.50% | 1.50% | |||||||||
Number of renewal terms | term | 2 | 2 | |||||||||
Renewal term | 5 years | ||||||||||
EBITDA threshold percentage | 90.00% | 90.00% | |||||||||
EBITDA threshold, consecutive measurement period | 2 years | ||||||||||
EBITDA threshold, measurement period | 3 years | ||||||||||
Termination threshold percentage | 20.00% | 20.00% | |||||||||
Rent as percentage of gross revenue | 4.00% | ||||||||||
Rent | $ 129,785,000 | $ 138,310,000 | |||||||||
Percentage rent | 1,547,000 | ||||||||||
Amount funded for leasehold improvements | 110,027,000 | $ 110,027,000 | 110,027,000 | 110,027,000 | |||||||
Senior Housing Properties Trust Transaction Agreement | DHC | Disposal group, held-for-sale | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Operating income (loss) generated by the leased senior living communities | (3,443,000) | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | Disposal group, held-for-sale | Senior Living Communities Held Under Master Leases Set to Terminate | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Carrying value | (2,990,000) | (2,990,000) | (2,990,000) | (2,990,000) | |||||||
Cash and cash equivalents | 5,000 | 5,000 | 5,000 | 5,000 | |||||||
Prepaid expense and other assets | 4,545,000 | 4,545,000 | 4,545,000 | 4,545,000 | |||||||
Assets held for sale | 4,813,000 | 4,813,000 | 4,813,000 | 4,813,000 | |||||||
Intangible assets | 191,000 | 191,000 | 191,000 | 191,000 | |||||||
Accrued real estate taxes, current | 10,615,000 | 10,615,000 | 10,615,000 | 10,615,000 | |||||||
Security deposit liability and continuing care contracts, current | $ 1,929,000 | $ 1,929,000 | $ 1,929,000 | 1,929,000 | |||||||
Operating income (loss) generated by the leased senior living communities | 46,316,000 | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Assets held for sale | $ 49,155,000 | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | Private Placement | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Issuance of common stock | $ 75,000,000 | ||||||||||
Excess of fair value of share issuances | $ 97,899,000 | $ 97,899,000 | |||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | DHC | Private Placement | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of shares sold (in shares) | shares | 10,268,158 | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | DHC Shareholders | Private Placement | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of shares sold (in shares) | shares | 16,118,849 | ||||||||||
Senior Housing Properties Trust Transaction Agreement | DHC | Senior living communities | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Number of leases | lease | 5 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity | ||
Weighted average amortization period stock based compensation | 2 years | |
Additional consideration from share issuances | $ 23,453 | |
Directors, officers and others | ||
Shareholders' Equity | ||
Common shares issued (in shares) | 155,150 | 85,800 |
Aggregate market value of shares issued | $ 1,073 | $ 376 |
Weighted average share price (in dollars per share) | $ 6.92 | $ 4.57 |
Officers and employees | Share-based Payment Arrangement, Tranche One | ||
Shareholders' Equity | ||
Officer Award Vesting Percentage | 20.00% | |
Officers and employees | Share-based Payment Arrangement, Tranche Two | ||
Shareholders' Equity | ||
Officer Award Vesting Percentage | 20.00% | |
Officers and employees | Share-based Payment Arrangement, Tranche Three | ||
Shareholders' Equity | ||
Officer Award Vesting Percentage | 20.00% | |
Officers and employees | Share-based Compensation Award, Tranche Four | ||
Shareholders' Equity | ||
Officer Award Vesting Percentage | 20.00% | |
Officers and employees | Share-based Compensation Award, Tranche Five | ||
Shareholders' Equity | ||
Officer Award Vesting Percentage | 20.00% | |
Share Award Plans | ||
Shareholders' Equity | ||
Unvested common shares (in shares) | 149,638 | 96,482 |
Share based compensation | $ 513 | $ 438 |
Estimated future stock based compensation expense | $ 1,007 | |
Remaining common shares available for issuance (in shares) | 2,446,730 | |
Share Award Plans | Officers and employees | ||
Shareholders' Equity | ||
Aggregate acquired price | $ 60 | 26 |
DHC | Senior Housing Properties Trust Transaction Agreement | Private Placement | ||
Shareholders' Equity | ||
Additional consideration from share issuances | $ 75,000 | |
DHC | DHC | Senior Housing Properties Trust Transaction Agreement | Private Placement | ||
Shareholders' Equity | ||
Number of shares sold (in shares) | 10,268,158 | |
DHC Shareholders | DHC | Senior Housing Properties Trust Transaction Agreement | Private Placement | ||
Shareholders' Equity | ||
Number of shares sold (in shares) | 16,118,849 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)lawsuit | |
DHC | |
Loss Contingencies [Line Items] | |
Increase (decrease) in management fees | $ 115,000 |
Office of the Inspector General | |
Loss Contingencies [Line Items] | |
Estimated minimum loss | $ 0 |
Lefevre V. Five Star Quality Care, Inc | |
Loss Contingencies [Line Items] | |
Number of lawsuits | lawsuit | 2 |
Litigation settlement expense | $ 2,473,000 |
Business Management Agreement_2
Business Management Agreement with RMR LLC - Narrative (Details) - RMR LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Management Agreement [Line Items] | ||
Business management fee (as a percent) | 0.60% | |
Business management fees | $ 8,230 | $ 9,090 |
Renewal term | 1 year | |
RMR LLC notice period for termination of agreement | 120 days | |
Company notice period for termination of agreement | 60 days | |
Termination fee (as a percent of base management fee) | 287.50% | |
Management agreement, termination fee, base management fee period | 24 months | |
Reimbursable expenses, internal audit costs | $ 281 | $ 284 |
Transition service period | 120 days |
Related Person Transactions - N
Related Person Transactions - Narrative (Details) | Oct. 02, 2016 | Jun. 30, 2019USD ($) | Jan. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2020USD ($)companyshares | Dec. 31, 2019USD ($)shares |
Related person transactions | |||||||
Accrued expenses and other current liabilities | $ 41,843,000 | $ 55,981,000 | |||||
Rent expense | 5,118,000 | 141,486,000 | |||||
Operating lease right-of-use assets | 18,030,000 | 20,855,000 | |||||
Distributions in excess of earnings from Affiliates Insurance Company | 287,000 | 9,000,000 | |||||
COVID-19 | |||||||
Related person transactions | |||||||
Accrued expenses and other current liabilities | $ 30,090,000 | 10,771,000 | |||||
AIC | |||||||
Related person transactions | |||||||
Property insurance premium | $ 3,144,000 | ||||||
AIC | |||||||
Related person transactions | |||||||
Distributions in excess of earnings from Affiliates Insurance Company | $ 287,000 | $ 9,000 | |||||
DHC | |||||||
Related person transactions | |||||||
Minimum percentage of ownership interest beyond which consent of related party required | 9.80% | ||||||
Minimum percentage of ownership interest of voting stock above which the option to cancel all the lease rights exist | 9.80% | ||||||
DHC | AIC | |||||||
Related person transactions | |||||||
Number of other current shareholders of the related party | company | 4 | ||||||
RMR LLC Employees | |||||||
Related person transactions | |||||||
Share awards issued (in shares) | shares | 21,150 | 17,150 | |||||
Value of share awards issued | $ 166,000 | $ 77,000 | |||||
ABP Trust | |||||||
Related person transactions | |||||||
Standstill and lock-up agreement period | 10 years | ||||||
ABP Trust | Headquarters | |||||||
Related person transactions | |||||||
Rent expense | $ 1,874,000 | ||||||
Share Award Plans | Officers and employees | |||||||
Related person transactions | |||||||
Shares acquired (in shares) | shares | 7,912 | 5,724 | |||||
Severance, Cash Payment | Chief Executive Officer | |||||||
Related person transactions | |||||||
Cash payments for severance | $ 600 | ||||||
Severance, Cash Payment | Senior Vice President | |||||||
Related person transactions | |||||||
Cash payments for severance | $ 510 | ||||||
Severance, Cash Payment | Chief Executive Officer And Chief Financial Officer | |||||||
Related person transactions | |||||||
Cash payments for severance | $ 260 | ||||||
Severance, Cash Payment | Chief Financial Officer | |||||||
Related person transactions | |||||||
Restructuring charges | $ 581 | ||||||
Severance, Transition Payments | Chief Executive Officer | |||||||
Related person transactions | |||||||
Cash payments for severance | $ 110,000 | 426,000 | |||||
Severance, Transition Payments | Chief Executive Officer And Chief Financial Officer | |||||||
Related person transactions | |||||||
Cash payments for severance | 56 | ||||||
ABP Trust | |||||||
Related person transactions | |||||||
Number of shares owned (in shares) | shares | 1,972,783 | ||||||
ABP Trust | Headquarters | DHC | |||||||
Related person transactions | |||||||
Lease Liability | $ 496,000 | 1,446,000 | |||||
Operating lease right-of-use assets | $ 452,000 | $ 1,325,000 | |||||
ABP Trust | DHC | |||||||
Related person transactions | |||||||
Percentage of outstanding common shares owned | 6.20% | ||||||
ABP Trust | DHC | Headquarters | |||||||
Related person transactions | |||||||
IBR | 4.60% | ||||||
DHC | DHC | |||||||
Related person transactions | |||||||
Number of shares owned (in shares) | shares | 10,691,658 | ||||||
DHC | DHC | |||||||
Related person transactions | |||||||
Percentage of outstanding common shares owned | 33.70% | ||||||
Property insurance premium | $ 500,000 |
Self-Insurance Reserves (Detail
Self-Insurance Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingency Accrual [Roll Forward] | ||
Self insurance reserve | $ 78,992 | $ 65,908 |
Uninsured Risk | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning balance | 65,908 | 67,534 |
Current year provisions | 84,381 | 76,099 |
Claims paid and direct expenses | (74,845) | (78,567) |
Change in long-term insurance losses recoverable | 3,548 | 842 |
Ending balance | 78,992 | 65,908 |
Uninsured Risk | General and Professional Liability and Auto | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning balance | 31,533 | 31,899 |
Current year provisions | 33,835 | 29,263 |
Claims paid and direct expenses | (28,997) | (31,303) |
Change in long-term insurance losses recoverable | 2,240 | 1,674 |
Ending balance | 38,611 | 31,533 |
Uninsured Risk | Workers' Compensation | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning balance | 26,130 | 27,302 |
Current year provisions | 43,726 | 40,711 |
Claims paid and direct expenses | (41,000) | (41,051) |
Change in long-term insurance losses recoverable | 1,308 | (832) |
Ending balance | 30,164 | 26,130 |
Uninsured Risk | Health Related | ||
Loss Contingency Accrual [Roll Forward] | ||
Beginning balance | 8,245 | 8,333 |
Current year provisions | 6,820 | 6,125 |
Claims paid and direct expenses | (4,848) | (6,213) |
Change in long-term insurance losses recoverable | 0 | 0 |
Ending balance | $ 10,217 | $ 8,245 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 257 | $ 1,155 |
Senior living wages and benefits | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | 61 | 1,016 |
General and Administrative Expenses | ||
Employee Benefit Plans | ||
Expenses for plans including contributions | $ 196 | $ 139 |
COVID-19 Pandemic - Narrative (
COVID-19 Pandemic - Narrative (Details) - USD ($) | Jun. 09, 2020 | Apr. 10, 2020 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Proceeds From Government Funds, CARES Act | $ 1,562,000 | ||||
Other operating income | $ 1,562,000 | $ 3,435,000 | $ 0 | ||
AMT amount | 554,000 | ||||
COVID-19 | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Proceeds From Government Funds, CARES Act | $ 1,720,000 | 88,000 | |||
Other operating income | $ 65,000 | 1,720,000 | |||
Other expenses | 65,000 | ||||
Accrued payroll taxes | 27,593,000 | ||||
Employer payroll taxes | 22,194,000 | ||||
AMT amount | $ 554,000 | ||||
Payments for protective equipment | $ 9,701,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 24, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Rent expense | $ 5,118 | $ 141,486 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Leasehold improvements | $ 2,667 | ||
Subsequent Event | Minimum | |||
Subsequent Event [Line Items] | |||
Rent expense | 1,026 | ||
Subsequent Event | Maximum | |||
Subsequent Event [Line Items] | |||
Rent expense | $ 1,395 |
Uncategorized Items - fve-20201
Label | Element | Value |
Other Restricted Cash And Cash Equivalents | fve_OtherRestrictedCashAndCashEquivalents | $ 1,369,000 |
Other Restricted Cash And Cash Equivalents | fve_OtherRestrictedCashAndCashEquivalents | 1,244,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 23,995,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 23,877,000 |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201602Member |