Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-16817 | |
Entity Registrant Name | ALERISLIFE 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 | ALR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,550,895 | |
Entity Central Index Key | 0001159281 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 88,054 | $ 66,987 |
Restricted cash and cash equivalents | 25,129 | 24,970 |
Accounts receivable, net | 9,414 | 9,244 |
Due from related person | 48,717 | 41,664 |
Debt and equity investments, of which $7,062 and $7,609 are restricted, respectively | 17,835 | 19,535 |
Prepaid expenses and other current assets | 22,479 | 24,433 |
Total current assets | 211,628 | 186,833 |
Property and equipment, net | 160,170 | 159,843 |
Operating lease right-of-use assets | 6,123 | 9,197 |
Finance lease right-of-use assets | 3,236 | 3,467 |
Restricted cash and cash equivalents | 995 | 982 |
Restricted debt and equity investments | 3,635 | 3,873 |
Other long-term assets | 10,683 | 12,082 |
Total assets | 396,470 | 376,277 |
Current liabilities: | ||
Accounts payable | 11,868 | 37,516 |
Accrued expenses and other current liabilities | 36,830 | 31,488 |
Accrued compensation and benefits | 31,087 | 34,295 |
Accrued self-insurance obligations | 28,950 | 31,739 |
Operating lease liabilities | 476 | 699 |
Finance lease liabilities | 889 | 872 |
Due to related persons | 4,332 | 3,879 |
Current portion of debt | 422 | 419 |
Total current liabilities | 114,854 | 140,907 |
Long-term liabilities: | ||
Accrued self-insurance obligations | 34,050 | 34,744 |
Operating lease liabilities | 6,190 | 9,366 |
Finance lease liabilities | 2,821 | 3,050 |
Long-term debt | 66,770 | 6,364 |
Other long-term liabilities | 247 | 256 |
Total long-term liabilities | 110,078 | 53,780 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, par value $0.01: 75,000,000 shares authorized, 32,550,895 and 32,662,649 shares issued and outstanding, respectively | 326 | 327 |
Additional paid-in-capital | 461,468 | 461,298 |
Accumulated deficit | (290,794) | (281,064) |
Accumulated other comprehensive income | 538 | 1,029 |
Total shareholders’ equity | 171,538 | 181,590 |
Total liabilities and shareholders' equity | $ 396,470 | $ 376,277 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Debt and equity investments, restricted | $ 7,062 | $ 7,609 |
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) | 32,550,895 | 32,662,649 |
Common stock, shares outstanding (in shares) | 32,550,895 | 32,662,649 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||
Total revenues | $ 173,143 | $ 269,100 |
Other operating income | 42 | 7,793 |
OPERATING EXPENSES | ||
General and administrative | 18,192 | 22,641 |
Depreciation and amortization | 3,163 | 2,940 |
Total operating expenses | 181,488 | 273,230 |
Operating (loss) income | (8,303) | 3,663 |
Interest, dividend and other income | 80 | 84 |
Interest and other expense | (1,032) | (463) |
Unrealized (loss) gain on equity investments | (632) | 135 |
Realized (loss) gain on sale of debt and equity investments | (45) | 96 |
Gain on termination of lease | 279 | 0 |
(Loss) income before income taxes | (9,653) | 3,515 |
Provision for income taxes | (77) | (200) |
Net (loss) income | $ (9,730) | $ 3,315 |
Weighted average shares outstanding—basic (in shares) | 31,787 | 31,530 |
Weighted average shares outstanding—diluted (in shares) | 31,787 | 31,662 |
Net (loss) income per share—basic (in dollars per share) | $ (0.31) | $ 0.11 |
Net (loss) income per share—diluted (in dollars per share) | $ (0.31) | $ 0.10 |
Total management and operating revenues | ||
REVENUES | ||
Total revenues | $ 38,457 | $ 50,460 |
Lifestyle services | ||
REVENUES | ||
Total revenues | 14,139 | 19,553 |
OPERATING EXPENSES | ||
Cost of revenues | 13,221 | 16,210 |
Residential | ||
REVENUES | ||
Total revenues | 15,386 | 17,057 |
Residential management fees | ||
REVENUES | ||
Total revenues | 8,932 | 13,850 |
Reimbursed community-level costs incurred on behalf of managed communities | ||
REVENUES | ||
Total revenues | 130,936 | 213,160 |
OPERATING EXPENSES | ||
Cost of revenues | 130,936 | 213,160 |
Other reimbursed expenses | ||
REVENUES | ||
Total revenues | 3,750 | 5,480 |
Residential wages and benefits | ||
OPERATING EXPENSES | ||
Cost of revenues | 8,627 | 12,013 |
Other residential operating expenses | ||
OPERATING EXPENSES | ||
Cost of revenues | $ 7,349 | $ 6,266 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (9,730) | $ 3,315 |
Other comprehensive (loss) income: | ||
Unrealized loss on debt investments, net of tax of $0 | (494) | (294) |
Realized loss on debt investments reclassified and included in net (loss) income, net of tax of $0 | 3 | 0 |
Other comprehensive loss | (491) | (294) |
Comprehensive (loss) income | $ (10,221) | $ 3,021 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Tax on unrealized gain (loss) on debt investments | $ 0 | $ 0 |
Tax on realized loss on debt investments | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2020 | 31,679,207 | ||||
Beginning balance at Dec. 31, 2020 | $ 210,532 | $ 317 | $ 460,038 | $ (251,139) | $ 1,316 |
Comprehensive income (loss): | |||||
Net (loss) income | 3,315 | 3,315 | |||
Unrealized loss on debt investments, net of tax | (294) | (294) | |||
Grants under share award plan and share-based compensation | 76 | 76 | |||
Repurchases and forfeitures under share award plan (in shares) | (2,778) | ||||
Repurchases and forfeitures under share award plan | (1) | (1) | |||
Ending balance (in shares) at Mar. 31, 2021 | 31,676,429 | ||||
Ending balance at Mar. 31, 2021 | $ 213,628 | $ 317 | 460,113 | (247,824) | 1,022 |
Beginning balance (in shares) at Dec. 31, 2021 | 32,662,649 | 32,662,649 | |||
Beginning balance at Dec. 31, 2021 | $ 181,590 | $ 327 | 461,298 | (281,064) | 1,029 |
Comprehensive income (loss): | |||||
Net (loss) income | (9,730) | (9,730) | |||
Unrealized loss on debt investments, net of tax | (494) | (494) | |||
Realized loss on debt investments reclassified and included in net loss, net of tax | 3 | 3 | |||
Grants under share award plan and share-based compensation | 193 | 193 | |||
Repurchases and forfeitures under share award plan (in shares) | (111,754) | ||||
Repurchases and forfeitures under share award plan | $ (24) | $ (1) | (23) | ||
Ending balance (in shares) at Mar. 31, 2022 | 32,550,895 | 32,550,895 | |||
Ending balance at Mar. 31, 2022 | $ 171,538 | $ 326 | $ 461,468 | $ (290,794) | $ 538 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (9,730) | $ 3,315 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,163 | 2,940 |
Unrealized loss (gain) on equity investments | 632 | (135) |
Realized loss (gain) on sale of debt and equity investments | 45 | (96) |
Share-based compensation | 169 | 75 |
Provision for losses on accounts receivables | 178 | 260 |
Other non-cash (income) expense adjustments, net | (111) | 157 |
Changes in assets and liabilities: | ||
Accounts receivable | (348) | (714) |
Due from related person | (7,053) | 10,153 |
Prepaid expenses and other current assets | 3,190 | 5,870 |
Accounts payable | (22,430) | 947 |
Accrued expenses and other current liabilities | 5,530 | 3,332 |
Accrued compensation and benefits | (3,208) | 3,132 |
Due to related persons | 453 | (2,726) |
Other current and long term liabilities | (3,548) | 512 |
Net cash (used in) provided by operating activities | (33,068) | 27,022 |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (6,403) | (2,136) |
Purchases of debt and equity investments | 0 | (130) |
Proceeds from sale of debt and equity investments | 667 | 337 |
Net cash used in investing activities | (5,736) | (1,929) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Net proceeds from borrowings | 60,364 | 0 |
Repayments of borrowings | (109) | (103) |
Repayments of finance lease principal | (212) | (196) |
Net cash provided by (used in) financing activities | 60,043 | (299) |
Increase in cash and cash equivalents and restricted cash and cash equivalents | 21,239 | 24,794 |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 92,939 | 109,597 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 114,178 | 134,391 |
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents: | ||
Cash and cash equivalents | 88,054 | 109,485 |
Current restricted cash and cash equivalents | 25,129 | 23,717 |
Other restricted cash and cash equivalents | 995 | 1,189 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 114,178 | 134,391 |
Supplemental cash flow information: | ||
Interest paid | 677 | 203 |
Operating lease payments | 256 | 969 |
Financing lease interest payments | 73 | 89 |
Non-cash investing and financing activities: | ||
Change in accrued capital | 3,391 | (20) |
Right-of-use assets obtained in exchange for operating lease liabilities | $ (2,958) | $ 9,746 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization General. AlerisLife Inc., collectively with its consolidated subsidiaries, the Company, we, us or our, is a holding company incorporated in Maryland and substantially all of our business is conducted by our two segments: (i) our residential segment through our Five Star Senior Living, or Five Star brand and (ii) our lifestyle services segment primarily through our brands Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, as well as Windsong Home Health. The accompanying condensed consolidated financial statements of the Company are unaudited. Certain information and disclosures required by the rules and regulations of the Securities and Exchange Commission, or the SEC, and U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted pursuant to SEC rules and regulations related to interim financial statements. We believe the disclosures made are adequate to make the information presented not misleading. As of March 31, 2022, through our residential segment, we owned and operated or managed, 140 senior living communities located in 28 states with 19,999 living units, including 10,423 independent living apartments and 9,576 assisted living suites, which includes 1,861 of our Bridge to Rediscovery memory care units. We managed 120 of these senior living communities (17,899 living units) for Diversified Healthcare Trust, or DHC, and owned 20 of these senior living communities (2,100 living units). The foregoing numbers exclude living units categorized as out of service. Our lifestyle services segment provides a comprehensive suite of lifestyle services including Ageility rehabilitation and fitness, Windsong Home Health and other home based, concierge services at senior living communities we own and operate or manage as well as at unaffiliated senior living communities. As of March 31, 2022, Ageility operated ten inpatient rehabilitation clinics in senior living communities owned by DHC that are not operated by Five Star. As of March 31, 2022, Ageility operated 201 outpatient rehabilitation clinics, of which 106 were located at Five Star operated senior living communities and 95 were located within senior living communities not operated by Five Star. Reclassifications . We have made reclassifications to the financial statements of prior periods to conform to the current period presentation. These reclassifications had no effect on net income (loss) or shareholders’ equity. The accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Estimates and Assumptions. The preparation of these condensed consolidated financial statements in conformity with GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances and implicit price concessions, 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 condensed consolidated financial statements in the period that they are determined. There have been no changes to our significant accounting policies disclosed in our Annual Report. See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report. Recently Issued Accounting Pronouncements Not Yet Adopted. In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 us, 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 currently assessing the potential impact that the adoption of this ASU (and the related clarifying guidance issued by the FASB) will have on our condensed consolidated financial statements. |
Revenue and Other Operating Inc
Revenue and Other Operating Income | 3 Months Ended |
Mar. 31, 2022 | |
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: Three Months Ended March 31, 2022 Residential Lifestyle Services Total Private payer $ 15,110 $ 94 $ 15,204 Medicare and Medicaid programs 253 9,241 9,494 Other third-party payer programs 23 4,804 4,827 Residential management fees 8,932 (1) — 8,932 Reimbursed community-level costs incurred on behalf of managed communities 130,936 (1) — 130,936 Other reimbursed expenses 3,750 (1) — 3,750 Total revenues $ 159,004 $ 14,139 $ 173,143 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. Three Months Ended March 31, 2021 Residential Lifestyle Services Total Private payer $ 16,787 $ 257 $ 17,044 Medicare and Medicaid programs 270 11,549 11,819 Other third-party payer programs — 7,747 7,747 Residential management fees 13,850 (1) — 13,850 Reimbursed community-level costs incurred on behalf of managed communities 213,160 (1) — 213,160 Other reimbursed expenses 5,480 (1) — 5,480 Total revenues $ 249,547 $ 19,553 $ 269,100 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. 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. The Provider Relief Fund was further supplemented on December 27, 2020 by the Consolidated Appropriations Act, 2021. 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 for which we have determined that we were in compliance with the terms and conditions of the Provider Relief Fund of the CARES Act and other government grants. We recognize other operating income in our condensed consolidated statements of operations to the extent we estimate we have COVID-19 incurred losses or related costs for which provisions of the CARES Act is intended to compensate. The amount of income we recognize for these estimated losses and costs is limited to the amount of funds we received during the period in which the estimated losses and costs were recognized or incurred or, if funds were received subsequently, the period in which the funds were received. We recognized other operating income of $42 and $7,793 for the three months ended March 31, 2022 and 2021, respectively. The below table provides the funds we received and income we recognized for the three months ended March 31, 2022 and 2021 by program. March 31, 2022 March 31, 2021 Received Recognized Received Recognized General Distribution Funds Phase 3 $ — $ — $ 7,724 $ 7,724 State Programs 42 42 69 69 Total $ 42 $ 42 $ 7,793 $ 7,793 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We do not allocate assets to operating segments and, therefore, no asset information is provided for reportable segments. Certain of our general and administrative expenses incurred at our corporate office are deemed centralized services and allocated amongst operating segments. Centralized services are largely determined by job function and allocated by percentage of each community's and clinic's gross reve nues. Results of operations and selected financial information by reportable segment and the reconciliation to the condensed consolidated financial statements are as follows: Three Months Ended March 31, 2022 Residential Lifestyle Services Corporate and Other Total Revenues $ 159,004 $ 14,139 $ — $ 173,143 Other operating income 42 — — 42 Operating expenses 152,891 13,334 15,263 181,488 Operating income (loss) 6,155 805 (15,263) (8,303) Allocated corporate and other costs (6,190) (707) 6,897 — Other loss, net (713) — (637) (1,350) (Loss) income before income taxes (748) 98 (9,003) (9,653) Provision for income taxes — — (77) (77) Net (loss) income $ (748) $ 98 $ (9,080) $ (9,730) Three Months Ended March 31, 2021 Residential Lifestyle Services Corporate and Other Total Revenues $ 249,547 $ 19,553 $ — $ 269,100 Other operating income 7,774 19 — 7,793 Operating expenses 237,957 16,338 18,935 273,230 Operating income (loss) 19,364 3,234 (18,935) 3,663 Allocated corporate and other costs (12,657) (978) 13,635 — Other loss, net (122) — (26) (148) Income (loss) before income taxes 6,585 2,256 (5,326) 3,515 Provision for income taxes — — (200) (200) Net income (loss) $ 6,585 $ 2,256 $ (5,526) $ 3,315 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consist of the following: March 31, 2022 December 31, 2021 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 208,762 207,333 Furniture, fixtures and equipment 64,189 62,606 Property and equipment, at cost 285,106 282,094 Less: accumulated depreciation (124,936) (122,251) Property and equipment, net $ 160,170 $ 159,843 We recorded depreciation expense relating to our property and equipment of $2,685 and $2,691 for the three months ended March 31, 2022 and 2021, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeAccumulated other comprehensive income of $538 and $1,029 as of March 31, 2022 and December 31, 2021, respectively, represents the unrealized gains and losses of our debt investments, net of tax. The cost of debt investments sold and for which realized gains and losses are reclassified and included in net income (loss) are determined on a specific identification basis. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recognized a provision for income taxes of $77 and $200 for the three months ended March 31, 2022 and 2021, respectively. The provision for income taxes for the three months ended March 31, 2022 and 2021 is related to state income taxes. We previously determined it was more likely than not that a majority of our net deferred tax assets would not be realized and concluded that a valuation allowance was required, which eliminated the majority of our net deferred tax assets recorded in our condensed consolidated balance sheets. In the future, if we believe that we will more likely than not realize the benefit of these deferred tax assets, we will adjust our valuation allowance and recognize an income tax benefit, which may affect our results of operations. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per ShareBasic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of outstanding common shares outstanding during the period. When applicable, net (loss) income 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) income per share (in thousands): Three Months Ended March 31, 2022 2021 Weighted average shares outstanding—basic 31,787 31,530 Effect of dilutive securities: unvested share awards — 132 Weighted average shares outstanding—diluted (1) 31,787 31,662 _______________________________________ (1) For the three months ended March 31, 2022, 1,017 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, categorized by the level of input used in the valuation of each asset. As of March 31, 2022 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 49,852 $ 49,852 $ — $ — Investments: Total equity investments (2) 11,895 6,102 5,793 — Total debt investments (3) 9,575 4,338 5,237 — Total investments 21,470 10,440 11,030 — Total $ 71,322 $ 60,292 $ 11,030 $ — As of December 31, 2021 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 26,417 $ 26,417 $ — $ — Investments: Total equity investments (2) 13,033 6,980 6,053 — Total debt investments (3) 10,375 4,612 5,763 — Total investments 23,408 11,592 11,816 — Total $ 49,825 $ 38,009 $ 11,816 $ — _______________________________________ (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 condensed consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $23,611 and $23,546 of balances that were restricted at March 31, 2022 and December 31, 2021, respectively. In addition to the cash equivalents of $49,852 and $26,417 at March 31, 2022 and December 31, 2021, respectively, reflected above, there were cash balances of $61,813 and $64,116 and restricted cash balances of $2,513 and $2,406 at March 31, 2022 and December 31, 2021, respectively. (2) The fair value of our equity investments is readily determinable. During the three months ended March 31, 2022 and 2021, we received gross proceeds of $481 and $337, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $0 and $96, respectively, and gross realized losses totaling $42 and $0, respectively. (3) As of March 31, 2022, our debt investments, which are classified as available for sale, had a fair value of $9,575 with an amortized cost of $9,773; the difference between the fair value and amortized cost amounts resulted from net unrealized losses of $198, inclusive of unrealized gains of $51. As of December 31, 2021, our debt investments had a fair value of $10,375 with an amortized cost of $10,079; the difference between the fair value and amortized cost amounts resulted from net unrealized gains of $296, net of unrealized losses of $10. Debt investments include $6,386 and $6,907 of balances that were restricted as of March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, 69 debt investments we held, with a fair value of $5,055, had been in a loss position for less than 12 months and one of the debt investments we held, with a fair value of $51, had been in a loss position for greater than 12 months. We do not believe these investments are impaired primarily because they have not been in a loss position for an extended period of time, the financial conditions of the issuers of these investments remain strong with solid fundamentals as of March 31, 2022, we do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery, and other factors that support our conclusion that the loss is temporary. During the three months ended March 31, 2022 and 2021, we received gross proceeds of $204 and $0, respectively, in connection with the sales of debt investments and recorded gross realized losses of $3 and gross realized gains of $0 during the three months ended March 31, 2022. 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 March 31, 2022, by contractual maturity, are shown below. Amortized Cost Fair Value Due in one year or less $ 1,398 $ 1,407 Due after one year through five years 3,743 3,729 Due after five years through ten years 3,552 3,435 Due after ten years 1,080 1,004 Total $ 9,773 $ 9,575 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 three months ended March 31, 2022, 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 March 31, 2022 and December 31, 2021. The carrying value and fair value of our debt was $67,192 and $67,142, respectively, as of March 31, 2022 and $6,783 and $7,689, respectively, as of December 31, 2021. These are categorized in Level 3 of the fair value hierarchy. We estimate the fair value of our debt 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 and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. For the three months ended March 31, 2022 and 2021 there were no non-recurring fair value adjustments related to long-lived assets. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | IndebtednessOn January 27, 2022, certain of our subsidiaries entered into a credit and security agreement, or the Credit Agreement, with MidCap Funding VIII Trust as administrative agent and a lender, or MidCap. Under the terms of the Credit Agreement, we entered into a $95,000 senior secured term loan, or the Loan, $63,000 of which was funded upon effectiveness of the Credit Agreement, including approximately $3,200 in closing costs. The remaining proceeds include $12,000 for capital improvements at AlerisLife owned communities and an opportunity for another $20,000 that is available to us upon achieving certain financial targets. Certain of our subsidiaries are borrowers under the Credit Agreement and we and one of our subsidiaries provided a payment guarantee of up to $40,000 of the obligations under the Credit Agreement as well as non-recourse carve-outs. The guaranty is evidenced by a Guaranty and Security Agreement, or the Guaranty Agreement, made by us and one of our subsidiaries in favor of MidCap. Pursuant to the Guaranty Agreement, our subsidiary granted MidCap a security interest on all of the assets of the subsidiary. The Guaranty Agreement requires us and our subsidiary to comply with various covenants, including restricting our ability to make distributions to shareholders. The Loan is secured by real estate mortgages on 14 senior living communities owned by us, our assets and certain related collateral. The maturity date of the Loan is January 27, 2025. Subject to the payment of an extension fee of 35 basis points and meeting certain other conditions, we may elect to extend the stated maturity date of the Loan for two one year periods. We are required to pay interest on outstanding amounts at an annual base rate of the Secured Overnight Financing Rate, or SOFR, plus a term SOFR adjustment of 11 basis points (subject to a minimum base rate of 50 basis points) plus 450 basis points. The Credit Agreement requires interest only payments for the first two years and requires mandatory prepayment of the Loan on account of certain events of default. Voluntary prepayments made within 18 months of the effective date of the Loan will be subject to a prepayment fee, equal to the greater of the present value of remaining interest payments or 0.50% of the outstanding balance of the Loan as of the date of prepayment. The Loan may thereafter be voluntarily prepaid without premium or penalty. The Company will be required to pay an exit fee between 1.0% and 1.5%, subject to the conditions set forth in the Credit Agreement, upon any prepayment of the Loan, which would be in addition to any prepayment fees that may be payable. The Loan provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, including a change of control of us, as defined in the Credit Agreement. The default rate of interest is 5.0% per annum in excess of the rate otherwise payable under the Credit Agreement. The Credit Agreement also contains a number of financial and other covenants including covenants that restrict the borrowers' ability to incur indebtedness or to pay or make distributions under certain circumstances and requires us to maintain certain financial ratios. The Credit Agreement also contains certain representations and warranties and reporting obligations. The annual interest rate on the Loan as of March 31, 2022 was 5.0%. We incurred aggregate interest expense related to our Loan of $715 for the three months ended March 31, 2022. The Loan replaced our $65,000 secured revolving credit facility, the Credit Facility, which was governed by a credit agreement with a syndicate of lenders, and was scheduled to expire on June 12, 2022, before it was terminated on January 27, 2022. No borrowings were outstanding under the Credit Facility at the time we entered into the Credit Agreement. Our Credit Facility was available for general business purposes, including acquisitions, and provided for the issuance of letters of credit. We were required to pay interest at an annual 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. We were 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. We also had a letter of credit issued under the Credit Facility which was terminated when we replaced the Credit Facility with the Loan. We incurred aggregate interest expense related to our Credit Facility of $28 and $253 for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, one of our senior living communities was encumbered by a mortgage 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 senior living community secured by this mortgage in order to record this mortgage note at its then 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 March 31, 2022: Balance as of Contractual Stated Effective Maturity Date Monthly Lender Type $ 6,877 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $195. We incurred interest expense, net of discount amortization, of $115 and $122 with respect to the mortgage note for the three months ended March 31, 2022 and 2021. As of March 31, 2022, the required principal payments due during the next five years and thereafter under the terms of our mortgage note and Loan are as follows: Year Mortgage Loan Principal Payment Total 2022 $ 331 $ — $ 331 2023 469 — 469 2024 498 1,191 1,689 2025 531 61,809 62,340 2026 565 — 565 Thereafter 4,483 — 4,483 Total 6,877 63,000 69,877 Less: Unamortized net discount and issuance costs (195) (2,490) (2,685) Total debt 6,682 60,510 67,192 Less: Current portion of debt (422) — (422) Long-term debt $ 6,260 $ 60,510 $ 66,770 At March 31, 2022, we had one irrevocable standby letter of credit outstanding, totaling $26,850. This letter of credit, which secures our workers' compensation insurance program, is collateralized by $22,919 of cash equivalents and $4,311 of debt and equity investments. This letter of credit expires in June 2022 and is automatically extended for one-year terms unless notice of nonrenewal is provided prior to the end of the applicable term. At March 31, 2022, the cash equivalents collateralizing this letter of credit are classified as short-term restricted cash and cash equivalents in our condensed 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 condensed consolidated balance sheets. We believe we were in compliance with all applicable covenants under our Loan and mortgage note as of March 31, 2022. |
Management Agreements with DHC
Management Agreements with DHC | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Management Agreements with DHC | Management Agreements with DHC We manage for DHC most of the senior living communities that we operate. 2021 Amendments to our Management Arrangements with DHC. As part of the implementation of the repositioning of our residential management business, on June 9, 2021, we and DHC entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that we manage for DHC and interim management agreements for the senior living communities that we and DHC agreed to transition to new operators. These agreements replaced our prior management and omnibus agreements with DHC. In addition, we delivered to DHC a related amended and restated guaranty agreement pursuant to which we will continue to guarantee the payment and performance of each of our applicable subsidiary's obligations under the applicable management agreements. The principal changes to the management arrangements include: • We agreed to cooperate with DHC to transition the operations for 107 senior living communities owned by DHC with approximately 7,400 living units that we then managed to other third party managers and to close one senior living community with approximately 100 living units, without payment of any termination fee to us; • DHC no longer has the right to sell up to an additional $682,000 of senior living communities managed by us and terminate our management of those communities without payment of a termination fee to us upon sale; • DHC's ability to terminate the management agreement was revised: (i) to not commence until 2025; (ii) the maximum number of communities that may be terminated was reduced to 10% (from 20%) of the total managed portfolio by revenue per year; and (iii) to provide that achieving less than 80% (rather than 90%) of budgeted earnings before interest, taxes, and depreciation and amortization, or EBITDA, will be required to qualify as a “Non-Performing Asset” DHC will not be obligated to pay any termination fee to us if it exercises these termination rights; • We continue to manage for DHC 120 senior living communities we then managed for it; • We closed the 27 skilled nursing units in CCRC communities that we continue to manage with approximately 1,500 living units and are in the process of repositioning those units; • the incentive fee that we may earn in any calendar year for the senior living communities that we continue to manage for DHC will no longer be subject to a cap and that any senior living communities that are undergoing a major renovation or repositioning will be excluded from the calculation of the incentive fee and the incentive fee calculation will be reset pursuant to the terms of the management agreements as a result of expected capital projects DHC is planning in the next five years; • The RMR Group LLC, or RMR, assumed oversight of major community renovation or repositioning activities at the senior living communities that we continue to manage for DHC; and • the term of our existing management agreements with DHC was extended by two years to December 31, 2036. See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report for additional information. Pursuant to the Master Management Agreement, 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 managed. We may also receive an annual incentive fee equal to 15% of the amount by which the annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of all senior living communities on a combined basis exceeds the target EBITDA for all senior living 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 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%. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee. The Master Management Agreement expires in 2036, subject to our right to extend for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, DHC will have the right to terminate up to 10% of the senior living communities, based on total revenues per year for failure to meet 80% of a target EBITDA for the applicable period. As part of the repositioning of our residential management business, we transitioned the management of 107 senior living communities that we managed for DHC with approximately 7,400 living units to new operators during the third and fourth quarters of 2021. We closed one senior living community with approximately 100 living units that we managed for DHC in February 2022. During the year ended December 31, 2021, we closed all 1,532 SNF units within the 27 CCRC communities that we will reposition and continue to manage for DHC. For the three months ended March 31, 2021, we recognized $5,255 of residential management fees related to the management of these communities and units. As of March 31, 2022 and 2021, we managed 120 and 228 senior living communities, respectively, for DHC. We earned residential management fees of $8,042 and $12,910 from the senior living communities we managed for DHC for the three months ended March 31, 2022 and 2021, respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for DHC of $790 and $834 for the three months ended March 31, 2022 and 2021, respectively. These amounts are included in residential management fees in our condensed consolidated statements of operations. We also provide lifestyle services to residents at some of the senior living communities we manage for DHC, such as rehabilitation and wellness services. At senior living communities we manage for 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 previously managed for DHC where we currently provide or previously provided 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 $1,916 and $5,441 for the three months ended March 31, 2022 and 2021, respectively, for lifestyle services we provided at senior living communities we previously managed for DHC and that were payable by DHC. These amounts are included in lifestyle services revenues in our condensed consolidated statements of operations. We earned residential management fees of $100 and $106 for the three months ended March 31, 2022 and 2021, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in residential management fees in our condensed consolidated statements of operations. We previously leased four senior living communities from Healthpeak Properties, Inc., or PEAK. On September 30, 2021, we and PEAK terminated our lease for all four communities that we leased from PEAK. These four communities had approximately 200 living units and had residential revenues of $1,882 and lease expense of $726 for the three months ended March 31, 2021. As of October 1, 2021, the PEAK communities were no longer part of our residential operations. For further information about our PEAK lease termination, see Note 11 included in Part IV, Item 15 of our Annual Report. |
Senior Living Communities Lease
Senior Living Communities Leased from Healthpeak Properties, Inc. | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Senior Living Communities Leased from Healthpeak Properties, Inc. | Management Agreements with DHC We manage for DHC most of the senior living communities that we operate. 2021 Amendments to our Management Arrangements with DHC. As part of the implementation of the repositioning of our residential management business, on June 9, 2021, we and DHC entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that we manage for DHC and interim management agreements for the senior living communities that we and DHC agreed to transition to new operators. These agreements replaced our prior management and omnibus agreements with DHC. In addition, we delivered to DHC a related amended and restated guaranty agreement pursuant to which we will continue to guarantee the payment and performance of each of our applicable subsidiary's obligations under the applicable management agreements. The principal changes to the management arrangements include: • We agreed to cooperate with DHC to transition the operations for 107 senior living communities owned by DHC with approximately 7,400 living units that we then managed to other third party managers and to close one senior living community with approximately 100 living units, without payment of any termination fee to us; • DHC no longer has the right to sell up to an additional $682,000 of senior living communities managed by us and terminate our management of those communities without payment of a termination fee to us upon sale; • DHC's ability to terminate the management agreement was revised: (i) to not commence until 2025; (ii) the maximum number of communities that may be terminated was reduced to 10% (from 20%) of the total managed portfolio by revenue per year; and (iii) to provide that achieving less than 80% (rather than 90%) of budgeted earnings before interest, taxes, and depreciation and amortization, or EBITDA, will be required to qualify as a “Non-Performing Asset” DHC will not be obligated to pay any termination fee to us if it exercises these termination rights; • We continue to manage for DHC 120 senior living communities we then managed for it; • We closed the 27 skilled nursing units in CCRC communities that we continue to manage with approximately 1,500 living units and are in the process of repositioning those units; • the incentive fee that we may earn in any calendar year for the senior living communities that we continue to manage for DHC will no longer be subject to a cap and that any senior living communities that are undergoing a major renovation or repositioning will be excluded from the calculation of the incentive fee and the incentive fee calculation will be reset pursuant to the terms of the management agreements as a result of expected capital projects DHC is planning in the next five years; • The RMR Group LLC, or RMR, assumed oversight of major community renovation or repositioning activities at the senior living communities that we continue to manage for DHC; and • the term of our existing management agreements with DHC was extended by two years to December 31, 2036. See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report for additional information. Pursuant to the Master Management Agreement, 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 managed. We may also receive an annual incentive fee equal to 15% of the amount by which the annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of all senior living communities on a combined basis exceeds the target EBITDA for all senior living 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 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%. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee. The Master Management Agreement expires in 2036, subject to our right to extend for two consecutive five year terms if we achieve certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, DHC will have the right to terminate up to 10% of the senior living communities, based on total revenues per year for failure to meet 80% of a target EBITDA for the applicable period. As part of the repositioning of our residential management business, we transitioned the management of 107 senior living communities that we managed for DHC with approximately 7,400 living units to new operators during the third and fourth quarters of 2021. We closed one senior living community with approximately 100 living units that we managed for DHC in February 2022. During the year ended December 31, 2021, we closed all 1,532 SNF units within the 27 CCRC communities that we will reposition and continue to manage for DHC. For the three months ended March 31, 2021, we recognized $5,255 of residential management fees related to the management of these communities and units. As of March 31, 2022 and 2021, we managed 120 and 228 senior living communities, respectively, for DHC. We earned residential management fees of $8,042 and $12,910 from the senior living communities we managed for DHC for the three months ended March 31, 2022 and 2021, respectively. In addition, we earned fees for our management of capital expenditure projects at the communities we managed for DHC of $790 and $834 for the three months ended March 31, 2022 and 2021, respectively. These amounts are included in residential management fees in our condensed consolidated statements of operations. We also provide lifestyle services to residents at some of the senior living communities we manage for DHC, such as rehabilitation and wellness services. At senior living communities we manage for 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 previously managed for DHC where we currently provide or previously provided 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 $1,916 and $5,441 for the three months ended March 31, 2022 and 2021, respectively, for lifestyle services we provided at senior living communities we previously managed for DHC and that were payable by DHC. These amounts are included in lifestyle services revenues in our condensed consolidated statements of operations. We earned residential management fees of $100 and $106 for the three months ended March 31, 2022 and 2021, respectively, for management services at a part of a senior living community DHC subleases to an affiliate, which amounts are included in residential management fees in our condensed consolidated statements of operations. We previously leased four senior living communities from Healthpeak Properties, Inc., or PEAK. On September 30, 2021, we and PEAK terminated our lease for all four communities that we leased from PEAK. These four communities had approximately 200 living units and had residential revenues of $1,882 and lease expense of $726 for the three months ended March 31, 2021. As of October 1, 2021, the PEAK communities were no longer part of our residential operations. For further information about our PEAK lease termination, see Note 11 included in Part IV, Item 15 of our Annual Report. |
Business Management Agreement w
Business Management Agreement with RMR | 3 Months Ended |
Mar. 31, 2022 | |
Management Agreement [Abstract] | |
Business Management Agreement with RMR | Business Management Agreement with RMR RMR provides business management services to us pursuant to our business management and shared services agreement. We incurred aggregate fees and certain cost reimbursements payable to RMR of $1,225 and $1,804 for the three months ended March 31, 2022 and 2021, respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of operations. For further information about our relationship with RMR, see Note 14 included in Part IV, Item 15 of our Annual Report. |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with DHC, RMR, ABP Trust and others related to them, including other companies to which RMR 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. The Chair of our Board and one of our Managing Directors, Adam D. Portnoy is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board, a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR. 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 and an officer of ABP Trust. Certain of our officers, and DHC’s officers, are also officers and employees of RMR. Some of our Independent Directors also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as the chair of the boards and as a managing director or managing trustee of those companies. Other officers of RMR, including Ms. Clark, serve as managing trustees or managing directors of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. DHC . DHC is currently our largest shareholder, owning, as of March 31, 2022, 10,691,658 of our common shares, or 32.8% of our outstanding common shares. We manage for DHC most of the senior living communities we operate. RMR provides management services to both us and DHC and Mr. Portnoy is the chair of the board of trustees and a managing trustee of DHC. Ms. Clark is a former managing trustee and the secretary of DHC. Included in accrued expenses and other current liabilities and accrued compensation and benefits on our condensed consolidated balance sheets are $21,807 and $20,716, respectively, at March 31, 2022, and $20,345 and $22,619, respectively, at December 31, 2021 that will be or were subsequently, as applicable, reimbursed by DHC and are included in due from related person. We lease space from DHC at certain of the senior living communities that we manage for DHC. We use this leased space for Ageility outpatient rehabilitation clinics. We recognized rent expense of $322 and $397 for the three months ended March 31, 2022 and 2021, respectively, with respect to these leases. See Note 11 for more information regarding our relationships, agreements and transactions with DHC and certain parties related to it and us. RMR. We have an agreement with RMR for RMR to provide business management services to us. See Note 13 for more information regarding our management agreement with RMR. Adam D. Portnoy and ABP Trust. Adam D. Portnoy and ABP Trust and its subsidiaries owned approximately 2,017,615 of our common shares, representing 6.2% of our outstanding common shares, as of March 31, 2022. We lease our headquarters from a subsidiary of ABP Trust. On February 24, 2021, we and the ABP Trust subsidiary renewed the lease through December 31, 2031. As of the date of that renewal, the annual lease payments were scheduled to range from $1,026 to $1,395 over the term of the lease. On January 10, 2022, we and the ABP Trust subsidiary further amended the lease, which reduced the leased space from approximately 41,000 square feet to approximately 30,000 square feet. Commencing on July 1, 2022, the annual lease payments will range from $770 to $1,007 over the term of the lease. As a result of the 2022 amendment of the lease, we decreased our right-of-use asset and lease liability by $2,958 and $3,237, respectively, in the three months ended March 31, 2022 to reflect the terms of the amendment using a current incremental borrowing rate of 5.6%. Our rent expense for our headquarters, including utilities and real estate taxes that we pay as additional rent, was $476 and $477 for the three months ended March 31, 2022 and 2021, respectively, which amounts are included in general and administrative expenses. We recognized a right-of-use asset and lease liability, which amounts were $6,123 and $9,197 for the right-of-use asset and $6,666 and $10,065 for the lease liability as of March 31, 2022 and December 31, 2021, respectively. The right-of-use asset has been reduced by the amount of accrued lease payments, which amounts are not material to our condensed consolidated financial statements. Retirement and Separation Arrangements. In connection with her retirement, on November 22, 2021, we entered into a letter agreement with Margaret Wigglesworth, our former Executive Vice President and Chief Operating Officer. Pursuant to the letter agreement, Ms. Wigglesworth continued to serve as the Executive Vice President and Chief Operating Officer through November 22, 2021, and continued to serve as our employee through December 31, 2021. Pursuant to the letter agreement, we paid Ms. Wigglesworth her current cash salary and benefits through December 31, 2021. In addition, subject to the satisfaction of certain other conditions, we made a cash payment of $404 to Ms. Wigglesworth in January 2022. For further information about these and other such relationships and certain other related person transactions, see Note 15 included in Part IV, Item 15 of our Annual Report. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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. In July 2021, we became aware of a potential issue with respect to completion of a form at one of the SNFs we previously managed for DHC. As a result of this discovery, we have made a voluntary self-disclosure to the Office of the Inspector General of HHS, or OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. We submitted our initial disclosure to the OIG in January 2022 for costs we incurred or expect to incur as a result of this matter, including estimated OIG imposed penalties, totaling $392. $209 of this amount was recorded to general and administrative expenses in our consolidated statements of operations in 2021, and $183, which was an obligation of DHC, will be reimbursed by DHC and is included in due from related person. In connection with our arrangement with Compass Group, we are obligated to repay amounts totaling $488 and $1,156, respectively, for incentives and transition costs incurred for the twenty communities that had been transitioned as of March 31, 2022, of which $443 and $893, respectively, would be reimbursable by DHC, if we terminate the agreement prior to the end of its initial term. We expect the majority of the remaining communities to transition by the end of the fiscal year. |
Self-Insurance Reserves
Self-Insurance Reserves | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Self-Insurance Reserves | Self-Insurance Reserves We partially self-insure up to certain limits for workers’ compensation, professional and general liability and automobile insurance programs through an offshore captive insurance company subsidiary. Claims that exceed these limits are reinsured up to contractual limits and reserves for these programs are included in accrued self-insurance obligations in our consolidated balance sheets. We fully self-insure all health-related claims for our covered employees and reserves are included in accrued compensation and benefits in our consolidated balance sheets. As of March 31, 2022 and December 31, 2021, we accrued reserves of $69,808 and $73,174, respectively, under these programs, of which $34,050 and $34,744 is classified as long-term liabilities. As of March 31, 2022 and December 31, 2021, we recorded $2,411 and $2,686, respectively, of estimated amounts receivable from the reinsurance companies under these programs. At March 31, 2022 our workers' compensation insurance program was secured by an irrevocable standby letter of credit totaling $26,850 and collateralized by $22,919 of cash equivalents and $4,311 of debt and equity investments. See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15 of our Annual Report for further information on our critical accounting estimates and judgment involved in determining our self-insurance obligations. |
Restructuring Expense
Restructuring Expense | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expense | Restructuring Expense On April 9, 2021, we announced in connection with the repositioning of the Company's residential management business our focus on larger independent living, assisted living and memory care communities as well as stand-alone independent living and active adult communities. These transition activities were substantially completed prior to December 31, 2021. A summary of the liabilities incurred combined with a reconciliation of the related components of restructuring expense recognized in the three months ended March 31, 2022, follows, first by cost component and then by segment, the expenses are aggregated and reported in the line item general and administrative expenses in our condensed consolidated statements of operations: Summary of Liabilities and Expenses as of and for the Three Months Ended March 31, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 1,005 $ (20) $ 652 $ 333 Severance, benefits and transition expenses 1,437 (174) 1,124 139 Transaction expenses 488 40 62 466 Total $ 2,930 $ (154) $ 1,838 $ 938 _______________________________________ (1) No obligations related to the restructuring were incurred in 2022. The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits . Accrued bonuses and other compensation are reported in the condensed consolidated balance sheet as part of accrued compensation and benefits and accrued transaction expenses are reported as part of accrued expenses and other current liabilities in the condensed consolidated balance sheet. Summary of Liabilities and Expenses as of and for the Three Months Ended March 31, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 2,541 $ — $ 1,708 $ 833 Corporate and Other 389 (154) 130 105 Total $ 2,930 $ (154) $ 1,838 $ 938 _______________________________________ (1) No obligations related to the restructuring were incurred in 2022. The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheet as part of accrued compensation and benefits and accrued transaction expenses are reported as part of accrued expenses and other current liabilities in the condensed consolidated balance sheet. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Katherine E. Potter resigned as our President and Chief Executive Officer effective April 30, 2022. Ms. Potter will remain with the Company as an employee through December 31, 2022 in order to assist in transitioning her duties and responsibilities . In connection with Ms. Potter’s resignation, the Company entered into a separation agreement with Ms. Potter on May 2, 2022. Under the separation agreement, the Company will pay Ms. Potter $12 per month from May 2022 until December 31, 2022 and will pay her a lump sum cash payment in the amount of $483 in May 2022. Provided that Ms. Potter signs and does not revoke a release of claims, and subject to the satisfaction of certain other conditions, on December 31, 2022, the Company will make an additional cash payment to Ms. Potter in the amount of $483 and will fully accelerate the vesting of any unvested common shares of the Company previously awarded to Ms. Potter as of December 31, 2022, unless that date is accelerated pursuant to the separation agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications . We have made reclassifications to the financial statements of prior periods to conform to the current period presentation. These reclassifications had no effect on net income (loss) or shareholders’ equity. The accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. |
Estimates and Assumptions | Estimates and Assumptions. The preparation of these condensed consolidated financial statements in conformity with GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in our condensed consolidated financial statements relate to revenue recognition, including contractual allowances and implicit price concessions, 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 condensed consolidated financial statements in the period that they are determined. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted. In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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 us, 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 currently assessing the potential impact that the adoption of this ASU (and the related clarifying guidance issued by the FASB) will have on our condensed consolidated financial statements. |
Revenue and Other Operating I_2
Revenue and Other Operating Income (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | 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: Three Months Ended March 31, 2022 Residential Lifestyle Services Total Private payer $ 15,110 $ 94 $ 15,204 Medicare and Medicaid programs 253 9,241 9,494 Other third-party payer programs 23 4,804 4,827 Residential management fees 8,932 (1) — 8,932 Reimbursed community-level costs incurred on behalf of managed communities 130,936 (1) — 130,936 Other reimbursed expenses 3,750 (1) — 3,750 Total revenues $ 159,004 $ 14,139 $ 173,143 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. Three Months Ended March 31, 2021 Residential Lifestyle Services Total Private payer $ 16,787 $ 257 $ 17,044 Medicare and Medicaid programs 270 11,549 11,819 Other third-party payer programs — 7,747 7,747 Residential management fees 13,850 (1) — 13,850 Reimbursed community-level costs incurred on behalf of managed communities 213,160 (1) — 213,160 Other reimbursed expenses 5,480 (1) — 5,480 Total revenues $ 249,547 $ 19,553 $ 269,100 _______________________________________ (1) Represents separate revenue sources earned from DHC; see Note 4 for discussion of Segment Information. |
Schedule of Funds Received and Income Recognized | The below table provides the funds we received and income we recognized for the three months ended March 31, 2022 and 2021 by program. March 31, 2022 March 31, 2021 Received Recognized Received Recognized General Distribution Funds Phase 3 $ — $ — $ 7,724 $ 7,724 State Programs 42 42 69 69 Total $ 42 $ 42 $ 7,793 $ 7,793 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Results of operations and selected financial information by reportable segment and the reconciliation to the condensed consolidated financial statements are as follows: Three Months Ended March 31, 2022 Residential Lifestyle Services Corporate and Other Total Revenues $ 159,004 $ 14,139 $ — $ 173,143 Other operating income 42 — — 42 Operating expenses 152,891 13,334 15,263 181,488 Operating income (loss) 6,155 805 (15,263) (8,303) Allocated corporate and other costs (6,190) (707) 6,897 — Other loss, net (713) — (637) (1,350) (Loss) income before income taxes (748) 98 (9,003) (9,653) Provision for income taxes — — (77) (77) Net (loss) income $ (748) $ 98 $ (9,080) $ (9,730) Three Months Ended March 31, 2021 Residential Lifestyle Services Corporate and Other Total Revenues $ 249,547 $ 19,553 $ — $ 269,100 Other operating income 7,774 19 — 7,793 Operating expenses 237,957 16,338 18,935 273,230 Operating income (loss) 19,364 3,234 (18,935) 3,663 Allocated corporate and other costs (12,657) (978) 13,635 — Other loss, net (122) — (26) (148) Income (loss) before income taxes 6,585 2,256 (5,326) 3,515 Provision for income taxes — — (200) (200) Net income (loss) $ 6,585 $ 2,256 $ (5,526) $ 3,315 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: March 31, 2022 December 31, 2021 Land $ 12,155 $ 12,155 Buildings, construction in process and improvements 208,762 207,333 Furniture, fixtures and equipment 64,189 62,606 Property and equipment, at cost 285,106 282,094 Less: accumulated depreciation (124,936) (122,251) Property and equipment, net $ 160,170 $ 159,843 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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) income per share (in thousands): Three Months Ended March 31, 2022 2021 Weighted average shares outstanding—basic 31,787 31,530 Effect of dilutive securities: unvested share awards — 132 Weighted average shares outstanding—diluted (1) 31,787 31,662 _______________________________________ (1) For the three months ended March 31, 2022, 1,017 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 Lia_2
Fair Values of Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring and Non Recurring Basis, Categorized by the Level of Inputs Used in the Valuation of Each Asset | The tables below present certain of our assets measured at fair value at March 31, 2022 and December 31, 2021, categorized by the level of input used in the valuation of each asset. As of March 31, 2022 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 49,852 $ 49,852 $ — $ — Investments: Total equity investments (2) 11,895 6,102 5,793 — Total debt investments (3) 9,575 4,338 5,237 — Total investments 21,470 10,440 11,030 — Total $ 71,322 $ 60,292 $ 11,030 $ — As of December 31, 2021 Description Total Quoted Prices in Significant Significant Cash equivalents (1) $ 26,417 $ 26,417 $ — $ — Investments: Total equity investments (2) 13,033 6,980 6,053 — Total debt investments (3) 10,375 4,612 5,763 — Total investments 23,408 11,592 11,816 — Total $ 49,825 $ 38,009 $ 11,816 $ — _______________________________________ (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 condensed consolidated balance sheets as cash and cash equivalents and current and long-term restricted cash and cash equivalents. Cash equivalents include $23,611 and $23,546 of balances that were restricted at March 31, 2022 and December 31, 2021, respectively. In addition to the cash equivalents of $49,852 and $26,417 at March 31, 2022 and December 31, 2021, respectively, reflected above, there were cash balances of $61,813 and $64,116 and restricted cash balances of $2,513 and $2,406 at March 31, 2022 and December 31, 2021, respectively. (2) The fair value of our equity investments is readily determinable. During the three months ended March 31, 2022 and 2021, we received gross proceeds of $481 and $337, respectively, in connection with the sales of equity investments and recorded gross realized gains totaling $0 and $96, respectively, and gross realized losses totaling $42 and $0, respectively. (3) As of March 31, 2022, our debt investments, which are classified as available for sale, had a fair value of $9,575 with an amortized cost of $9,773; the difference between the fair value and amortized cost amounts resulted from net unrealized losses of $198, inclusive of unrealized gains of $51. As of December 31, 2021, our debt investments had a fair value of $10,375 with an amortized cost of $10,079; the difference between the fair value and amortized cost amounts resulted from net unrealized gains of $296, net of unrealized losses of $10. Debt investments include $6,386 and $6,907 of |
Schedule of Debt Securities | The amortized cost basis and fair value of available for sale debt securities at March 31, 2022, by contractual maturity, are shown below. Amortized Cost Fair Value Due in one year or less $ 1,398 $ 1,407 Due after one year through five years 3,743 3,729 Due after five years through ten years 3,552 3,435 Due after ten years 1,080 1,004 Total $ 9,773 $ 9,575 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgages | The following table is a summary of this mortgage note as of March 31, 2022: Balance as of Contractual Stated Effective Maturity Date Monthly Lender Type $ 6,877 (1) 6.20 % 6.70 % September 2032 $ 72 Federal Home Loan Mortgage Corporation _______________________________________ (1) Contractual principal payments excluding unamortized discount of $195. |
Schedule of principal payments due under mortgage notes | As of March 31, 2022, the required principal payments due during the next five years and thereafter under the terms of our mortgage note and Loan are as follows: Year Mortgage Loan Principal Payment Total 2022 $ 331 $ — $ 331 2023 469 — 469 2024 498 1,191 1,689 2025 531 61,809 62,340 2026 565 — 565 Thereafter 4,483 — 4,483 Total 6,877 63,000 69,877 Less: Unamortized net discount and issuance costs (195) (2,490) (2,685) Total debt 6,682 60,510 67,192 Less: Current portion of debt (422) — (422) Long-term debt $ 6,260 $ 60,510 $ 66,770 |
Restructuring Expense (Tables)
Restructuring Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Liabilities and Expenses Related to Strategic Plan | A summary of the liabilities incurred combined with a reconciliation of the related components of restructuring expense recognized in the three months ended March 31, 2022, follows, first by cost component and then by segment, the expenses are aggregated and reported in the line item general and administrative expenses in our condensed consolidated statements of operations: Summary of Liabilities and Expenses as of and for the Three Months Ended March 31, 2022 (1) Type of Expense: Beginning Balance Expenses Incurred Payments Ending Balance Retention bonuses $ 1,005 $ (20) $ 652 $ 333 Severance, benefits and transition expenses 1,437 (174) 1,124 139 Transaction expenses 488 40 62 466 Total $ 2,930 $ (154) $ 1,838 $ 938 _______________________________________ (1) No obligations related to the restructuring were incurred in 2022. The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits . Accrued bonuses and other compensation are reported in the condensed consolidated balance sheet as part of accrued compensation and benefits and accrued transaction expenses are reported as part of accrued expenses and other current liabilities in the condensed consolidated balance sheet. Summary of Liabilities and Expenses as of and for the Three Months Ended March 31, 2022 (1) By Segment: Beginning Balance Expenses Incurred Payments Ending Balance Residential $ 2,541 $ — $ 1,708 $ 833 Corporate and Other 389 (154) 130 105 Total $ 2,930 $ (154) $ 1,838 $ 938 _______________________________________ (1) No obligations related to the restructuring were incurred in 2022. The activity in 2022 relates to adjustments made to those obligations that were incurred in 2021 and recognized under ASC 420, Exit or Disposal Cost Obligations , and ASC 712, Compensation-Nonretirement Postemployment Benefits-special termination benefits. Accrued bonuses and other compensation are reported in the condensed consolidated balance sheet as part of accrued compensation and benefits and accrued transaction expenses are reported as part of accrued expenses and other current liabilities in the condensed consolidated balance sheet. |
Basis of Presentation and Org_2
Basis of Presentation and Organization (Details) | 3 Months Ended | |||
Mar. 31, 2022propertyliving_unitstateapartmentsuitecommunitysegment | Jun. 09, 2021community | Apr. 09, 2021living_unit | Mar. 31, 2021communityproperty | |
Real Estate Properties [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Senior Living Communities | ||||
Real Estate Properties [Line Items] | ||||
Number of properties operated | 140 | |||
Number of states in which real estate properties are located | state | 28 | |||
Number of living units in properties operated | living_unit | 19,999 | 120 | ||
Number of units in properties managed | living_unit | 17,899 | |||
Number of properties owned and operated | 20 | |||
Number of living units in properties owned and operated | living_unit | 2,100 | |||
Senior Living Communities | Diversified Healthcare Trust | ||||
Real Estate Properties [Line Items] | ||||
Number of properties managed | community | 120 | 228 | ||
Number of real estate properties closed | community | 1 | |||
Independent Living Apartment | ||||
Real Estate Properties [Line Items] | ||||
Number of living units in properties operated | apartment | 10,423 | |||
Assisted Living Suites | ||||
Real Estate Properties [Line Items] | ||||
Number of living units in properties operated | suite | 9,576 | |||
Rediscovery Memory Care Units | ||||
Real Estate Properties [Line Items] | ||||
Number of living units in properties operated | living_unit | 1,861 | |||
Ageility Inpatient Rehabilitation | DHC | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties closed | 10 | |||
Outpatient Rehabilitation Clinics | Diversified Healthcare Trust | ||||
Real Estate Properties [Line Items] | ||||
Number of properties operated | 201 | |||
Number of properties managed | 106 | |||
Number of real estate properties transitioned | 95 |
Revenue and Other Operating I_3
Revenue and Other Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 173,143 | $ 269,100 |
Other operating income | 42 | 7,793 |
Private payer | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,204 | 17,044 |
Medicare and Medicaid programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,494 | 11,819 |
Other third-party payer programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 4,827 | 7,747 |
Residential management fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,932 | 13,850 |
Reimbursed community-level costs incurred on behalf of managed communities | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 130,936 | 213,160 |
Other reimbursed expenses | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,750 | 5,480 |
Total revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 173,143 | 269,100 |
Residential | Private payer | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,110 | 16,787 |
Residential | Medicare and Medicaid programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 253 | 270 |
Residential | Other third-party payer programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23 | 0 |
Residential | Residential management fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,932 | 13,850 |
Residential | Reimbursed community-level costs incurred on behalf of managed communities | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 130,936 | 213,160 |
Residential | Other reimbursed expenses | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,750 | 5,480 |
Residential | Total revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 159,004 | 249,547 |
Lifestyle Services | Private payer | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 94 | 257 |
Lifestyle Services | Medicare and Medicaid programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 9,241 | 11,549 |
Lifestyle Services | Other third-party payer programs | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 4,804 | 7,747 |
Lifestyle Services | Residential management fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Lifestyle Services | Reimbursed community-level costs incurred on behalf of managed communities | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Lifestyle Services | Other reimbursed expenses | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Lifestyle Services | Total revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 14,139 | $ 19,553 |
Revenue and Other Operating I_4
Revenue and Other Operating Income - Funds Received and Income Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Recognized | $ 42 | $ 7,793 |
COVID-19 | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Received | 42 | 7,793 |
Recognized | 42 | 7,793 |
Phase 3 | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Received | 0 | 7,724 |
Recognized | 0 | 7,724 |
State Programs | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Received | 42 | 69 |
Recognized | $ 42 | $ 69 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 173,143 | $ 269,100 |
Other operating income | 42 | 7,793 |
Operating expenses | 181,488 | 273,230 |
Operating income (loss) | (8,303) | 3,663 |
Allocated corporate and other costs | 0 | 0 |
Other loss, net | (1,350) | (148) |
(Loss) income before income taxes | (9,653) | 3,515 |
Provision for income taxes | (77) | (200) |
Net (loss) income | (9,730) | 3,315 |
Operating Segments | Residential | ||
Segment Reporting Information [Line Items] | ||
Revenues | 159,004 | 249,547 |
Other operating income | 42 | 7,774 |
Operating expenses | 152,891 | 237,957 |
Operating income (loss) | 6,155 | 19,364 |
Allocated corporate and other costs | (6,190) | (12,657) |
Other loss, net | (713) | (122) |
(Loss) income before income taxes | (748) | 6,585 |
Provision for income taxes | 0 | 0 |
Net (loss) income | (748) | 6,585 |
Operating Segments | Lifestyle Services | ||
Segment Reporting Information [Line Items] | ||
Revenues | 14,139 | 19,553 |
Other operating income | 0 | 19 |
Operating expenses | 13,334 | 16,338 |
Operating income (loss) | 805 | 3,234 |
Allocated corporate and other costs | (707) | (978) |
Other loss, net | 0 | 0 |
(Loss) income before income taxes | 98 | 2,256 |
Provision for income taxes | 0 | 0 |
Net (loss) income | 98 | 2,256 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Other operating income | 0 | 0 |
Operating expenses | 15,263 | 18,935 |
Operating income (loss) | (15,263) | (18,935) |
Allocated corporate and other costs | 6,897 | 13,635 |
Other loss, net | (637) | (26) |
(Loss) income before income taxes | (9,003) | (5,326) |
Provision for income taxes | (77) | (200) |
Net (loss) income | $ (9,080) | $ (5,526) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 285,106 | $ 282,094 | |
Less: accumulated depreciation | (124,936) | (122,251) | |
Property and equipment, net | 160,170 | 159,843 | |
Depreciation expenses | 2,685 | $ 2,691 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 12,155 | 12,155 | |
Buildings, construction in process and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 208,762 | 207,333 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 64,189 | $ 62,606 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income (loss) | $ 171,538 | $ 181,590 | $ 213,628 | $ 210,532 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income (loss) | $ 538 | $ 1,029 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ 77 | $ 200 |
Net (Loss) Income Per Share (De
Net (Loss) Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding—basic (in shares) | 31,787 | 31,530 |
Effect of dilutive securities: unvested share awards (in shares) | 0 | 132 |
Weighted average shares outstanding—diluted (in shares) | 31,787 | 31,662 |
Potentially dilutive restricted unvested common shares, not included in diluted EPS calculation (in shares) | 1,017 |
Fair Values of Assets and Lia_3
Fair Values of Assets and Liabilities - Recurring Measurements (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)security | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 49,852 | $ 26,417 | |
Total equity investments | 11,895 | 13,033 | |
Total debt investments | 9,575 | 10,375 | |
Total investments | 21,470 | 23,408 | |
Total | 71,322 | 49,825 | |
Restricted cash equivalents | 23,611 | 23,546 | |
Cash | 61,813 | 64,116 | |
Restricted cash | 2,513 | 2,406 | |
Gross proceeds from sale of equity securities | 481 | $ 337 | |
Gross realized gains recorded on sale of equity securities | 0 | 96 | |
Gross realized losses recorded on sale of equity securities | 42 | 0 | |
Amortized cost of available for sale debt securities | 9,773 | 10,079 | |
Unrealized losses on available for sale debt securities | 198 | 10 | |
Unrealized gains on available for sale debt securities | $ 51 | 296 | |
Debt investments fair value less than 12 months | security | 69 | ||
Debt Securities unrealized loss position, less than 12 months | $ 5,055 | ||
Debt investments fair value greater than 12 months | security | 1 | ||
Debt Securities unrealized loss position, greater than 12 months | $ 51 | ||
Gross proceeds from sale of available for sale debt securities | 204 | $ 0 | |
Gross realized losses recorded on sale of debt securities | 3 | ||
Gross realized gains recorded on sale of debt securities | 0 | ||
Carrying Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | 67,192 | 6,783 | |
Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | 67,142 | 7,689 | |
Restricted debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total debt investments | 6,386 | 6,907 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 49,852 | 26,417 | |
Total equity investments | 6,102 | 6,980 | |
Total debt investments | 4,338 | 4,612 | |
Total investments | 10,440 | 11,592 | |
Total | 60,292 | 38,009 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Total equity investments | 5,793 | 6,053 | |
Total debt investments | 5,237 | 5,763 | |
Total investments | 11,030 | 11,816 | |
Total | 11,030 | 11,816 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Total equity investments | 0 | 0 | |
Total debt investments | 0 | 0 | |
Total investments | 0 | 0 | |
Total | $ 0 | $ 0 |
Fair Values of Assets and Lia_4
Fair Values of Assets and Liabilities - Debt Securities, Contractual Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 1,398 | |
Due after one year through five years | 3,743 | |
Due after five years through ten years | 3,552 | |
Due after ten years | 1,080 | |
Total | 9,773 | $ 10,079 |
Fair Value | ||
Due in one year or less | 1,407 | |
Due after one year through five years | 3,729 | |
Due after five years through ten years | 3,435 | |
Due after ten years | 1,004 | |
Total | $ 9,575 | $ 10,375 |
Indebtedness - Debt Instruments
Indebtedness - Debt Instruments Summary (Details) | Jan. 27, 2022USD ($)communityextension | Mar. 31, 2022USD ($)communityagreement | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Net proceeds from borrowings | $ 60,364,000 | $ 0 | |
Letters of credit outstanding | 26,850,000 | ||
Mortgage Principal Payment | |||
Debt Instrument [Line Items] | |||
Interest expense and other associated costs incurred | $ 115,000 | 122,000 | |
Mortgage Principal Payment | Senior Living Communities | |||
Debt Instrument [Line Items] | |||
Number of real estate properties mortgaged | community | 1 | ||
Senior Secured Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 95,000,000 | ||
Net proceeds from borrowings | 63,000,000 | ||
Unamortized gross balance of deferred financing costs | 3,200,000 | ||
Proceeds for capital improvements | 12,000,000 | ||
Achievement of certain financial threshold amount for credit agreement | 20,000,000 | ||
Collateral securing workers' compensation insurance program | $ 40,000,000 | ||
Debt instrument, extension fee, percentage | 0.35% | ||
Number of extensions | extension | 2 | ||
Extension term | 1 year | ||
Debt instrument, term for interest only payments | 2 years | ||
Prepayment fee, percentage of outstanding balance | 0.50% | ||
Interest rate | 5.00% | ||
Interest expense and other associated costs incurred | $ 715,000 | ||
Senior Secured Term Loan | Secured Debt | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, exit fee, percentage | 1.00% | ||
Senior Secured Term Loan | Secured Debt | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, exit fee, percentage | 1.50% | ||
Senior Secured Term Loan | Secured Debt | Senior Living Communities | |||
Debt Instrument [Line Items] | |||
Number of real estate properties securing borrowings on credit facility | community | 14 | ||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Variable rate | 0.11% | ||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 0.50% | ||
Senior Secured Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Variable rate | 4.50% | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest expense and other associated costs incurred | $ 28,000 | $ 253,000 | |
Revolving Credit Facility | Senior Secured Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, term subject to prepayment fee | 18 months | ||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Secured Debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 65,000,000 | ||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Line of Credit | |||
Debt Instrument [Line Items] | |||
Quarterly commitment fee on the unused part of borrowing availability | 0.35% | ||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Line of Credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate at period end | 2.50% | ||
Revolving Credit Facility | Secured Revolving Credit Facility Maturing June 2022 | Line of Credit | Base Rate | |||
Debt Instrument [Line Items] | |||
Interest rate at period end | 1.50% | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Number of irrevocable standby letters of credit agreements | agreement | 1 | ||
Standby Letters of Credit | Workers' Compensation Insurance Program | |||
Debt Instrument [Line Items] | |||
Extension term | 1 year | ||
Standby Letters of Credit | Workers' Compensation Insurance Program | Cash Equivalents | |||
Debt Instrument [Line Items] | |||
Collateral securing workers' compensation insurance program | $ 22,919,000 | ||
Standby Letters of Credit | Workers' Compensation Insurance Program | Debt and Equity Investments | |||
Debt Instrument [Line Items] | |||
Collateral securing workers' compensation insurance program | $ 4,311,000 |
Indebtedness - Payments of Prin
Indebtedness - Payments of Principal and Interest (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Instrument [Line Items] | |
Total | $ 69,877 |
Less: Unamortized net discount and issuance costs | 2,685 |
Mortgage Principal Payment | September 2032 | |
Debt Instrument [Line Items] | |
Total | $ 6,877 |
Contractual Stated Interest Rate | 6.20% |
Effective Interest Rate | 6.70% |
Monthly Payment | $ 72 |
Less: Unamortized net discount and issuance costs | $ 195 |
Indebtedness - Principal Paymen
Indebtedness - Principal Payments Due (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2022 | $ 331 | |
2023 | 469 | |
2024 | 1,689 | |
2025 | 62,340 | |
2026 | 565 | |
Thereafter | 4,483 | |
Total | 69,877 | |
Less: Unamortized net discount and issuance costs | (2,685) | |
Total debt | 67,192 | |
Less: Current portion of debt | (422) | $ (419) |
Long-term debt | 66,770 | $ 6,364 |
Mortgage Principal Payment | September 2032 | ||
Debt Instrument [Line Items] | ||
2022 | 331 | |
2023 | 469 | |
2024 | 498 | |
2025 | 531 | |
2026 | 565 | |
Thereafter | 4,483 | |
Total | 6,877 | |
Less: Unamortized net discount and issuance costs | (195) | |
Total debt | 6,682 | |
Less: Current portion of debt | (422) | |
Long-term debt | 6,260 | |
Secured Debt | Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 1,191 | |
2025 | 61,809 | |
2026 | 0 | |
Thereafter | 0 | |
Total | 63,000 | |
Less: Unamortized net discount and issuance costs | (2,490) | |
Total debt | 60,510 | |
Less: Current portion of debt | 0 | |
Long-term debt | $ 60,510 |
Management Agreements with DHC
Management Agreements with DHC - Narrative (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2022USD ($)living_unitpropertyrenewal_termcommunity | Mar. 31, 2021USD ($)community | Feb. 28, 2022community | Dec. 31, 2021 | Jun. 09, 2021living_unitcommunity | Apr. 09, 2021living_unit | |
Operating Leased Assets [Line Items] | ||||||
Renewal term | 5 years | |||||
Management fee of gross revenue, base (as a percent) | 3.00% | |||||
Number of renewal terms | renewal_term | 2 | |||||
Revenues | $ 173,143 | $ 269,100 | ||||
Minimum | ||||||
Operating Leased Assets [Line Items] | ||||||
Consumer price index percentage | 2.00% | |||||
Maximum | ||||||
Operating Leased Assets [Line Items] | ||||||
Consumer price index percentage | 6.00% | |||||
Diversified Healthcare Trust | Residential Management Fees | ||||||
Operating Leased Assets [Line Items] | ||||||
Revenues | 5,255 | |||||
DHC | ||||||
Operating Leased Assets [Line Items] | ||||||
Termination fees | $ 682,000 | |||||
Renewal term | 2 years | |||||
Transaction Agreement | SNH | ||||||
Operating Leased Assets [Line Items] | ||||||
Management fee of gross revenue, base (as a percent) | 5.00% | |||||
Management fee maximum (as a percent) | 15.00% | |||||
Other Services Provided to Residents at Managed Communities | SNH | ||||||
Operating Leased Assets [Line Items] | ||||||
Rehabilitation service revenue | $ 1,916 | $ 5,441 | ||||
Senior Living Communities | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of living units in properties operated | living_unit | 19,999 | 120 | ||||
Number of properties operated | property | 140 | |||||
Senior Living Communities | Diversified Healthcare Trust | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of real estate properties closed | community | 1 | |||||
Number of properties managed | community | 120 | 228 | ||||
Senior Living Communities | Diversified Healthcare Trust | Residential Management Fees | ||||||
Operating Leased Assets [Line Items] | ||||||
Revenues form senior living communities | $ 8,042 | $ 12,910 | ||||
Senior Living Communities | Diversified Healthcare Trust | Management Of Capital Expenditure Projects | ||||||
Operating Leased Assets [Line Items] | ||||||
Revenues form senior living communities | 790 | 834 | ||||
Senior Living Communities | Diversified Healthcare Trust | Strategic Plan | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of real estate properties transitioned | community | 107 | |||||
Number of units in real estate properties transitioned | living_unit | 7,400 | |||||
Number of real estate properties closed | community | 1 | |||||
Number of units in real estate property closed | living_unit | 100 | |||||
Management agreement, percentage of communities allowed for termination | 20.00% | 10.00% | ||||
Management agreement, percentage of EBITDA | 90.00% | 80.00% | ||||
Senior Living Communities | SNH | Diversified Healthcare Trust | Residential Management Fees | ||||||
Operating Leased Assets [Line Items] | ||||||
Revenues form senior living communities | $ 100 | $ 106 | ||||
SNF | Strategic Plan | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of units in real estate property closed | living_unit | 1,532 | |||||
Continuing Care Retirement Communities | Strategic Plan | ||||||
Operating Leased Assets [Line Items] | ||||||
Number of living units in properties operated | living_unit | 1,500 | |||||
Number of properties operated | community | 27 |
Senior Living Communities Lea_2
Senior Living Communities Leased from Healthpeak Properties, Inc. (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021communityliving_unit | |
Operating Leased Assets [Line Items] | |||
Revenues | $ 173,143 | $ 269,100 | |
Healthpeak Properties Inc | Senior Living Communities | |||
Operating Leased Assets [Line Items] | |||
Number of units in properties leased and operated | living_unit | 200 | ||
Revenues | 1,882 | ||
Rent expense | $ 726 | ||
Healthpeak Properties Inc | Senior Living Communities | Fair Value, Nonrecurring | |||
Operating Leased Assets [Line Items] | |||
Number of communities operating | community | 4 |
Business Management Agreement_2
Business Management Agreement with RMR - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
RMR LLC | ||
Business Management Agreement [Line Items] | ||
Business management fees and costs | $ 1,225 | $ 1,804 |
Related Person Transactions (De
Related Person Transactions (Details) ft² in Thousands, $ in Thousands | Jul. 01, 2022USD ($) | Feb. 24, 2021USD ($) | Jan. 31, 2022USD ($) | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Jan. 10, 2022ft² | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |||||||
Due from related person | $ 48,717 | $ 41,664 | |||||
Operating lease right-of-use assets | 6,123 | 9,197 | |||||
DHC | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related person | 21,807 | 20,345 | |||||
Due from related parties, noncurrent | $ 20,716 | 22,619 | |||||
DHC | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares owned (in shares) | shares | 10,691,658 | ||||||
Percentage of outstanding common shares owned | 32.80% | ||||||
DHC | Affiliated Entity | Senior Living Communities | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 322 | $ 397 | |||||
ABP Trust | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares owned (in shares) | shares | 2,017,615 | ||||||
Percentage of outstanding common shares owned | 6.20% | ||||||
Rent expense | $ 476 | $ 477 | |||||
Increase (decrease) in operating lease, right-of-use asset | (2,958) | ||||||
Increase (decrease) in operating lease liability | $ (3,237) | ||||||
Incremental borrowing rate | 5.60% | ||||||
ABP Trust | Affiliated Entity | Headquarters | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease right-of-use assets | $ 6,123 | 9,197 | |||||
Lease liability | $ 6,666 | $ 10,065 | |||||
ABP Trust | Affiliated Entity | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 1,026 | ||||||
Area of leased space | ft² | 41 | ||||||
ABP Trust | Affiliated Entity | Minimum | Forecast | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 770 | ||||||
ABP Trust | Affiliated Entity | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 1,395 | ||||||
Area of leased space | ft² | 30 | ||||||
ABP Trust | Affiliated Entity | Maximum | Forecast | |||||||
Related Party Transaction [Line Items] | |||||||
Rent expense | $ 1,007 | ||||||
Margaret Wigglesworth | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to employees | $ 404 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2022USD ($)community | |
Compass | |||
Loss Contingencies [Line Items] | |||
Amount to be repaid by company if agreement is terminated | $ 488 | ||
Number of communities that had been transitioned during collaboration agreement | community | 20 | ||
Transition costs required to be paid if agreement terminated | $ 1,156 | ||
Compass | DHC | |||
Loss Contingencies [Line Items] | |||
Amount to be repaid by company if agreement is terminated | 443 | ||
Transition costs required to be paid if agreement terminated | $ 893 | ||
Office of the Inspector General | |||
Loss Contingencies [Line Items] | |||
Litigation settlement expense | $ 392 | $ 209 | |
Office of the Inspector General | DHC | |||
Loss Contingencies [Line Items] | |||
Litigation settlement expense | $ 183 |
Self-Insurance Reserves (Detail
Self-Insurance Reserves (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Self insurance reserve | $ 69,808 | $ 73,174 |
Accrued self-insurance obligations | 34,050 | 34,744 |
Estimated amount receivable from reinsurance program | 2,411 | $ 2,686 |
Standby Letters of Credit | Workers' Compensation Insurance Program | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations maximum exposure undiscounted | 26,850 | |
Standby Letters of Credit | Workers' Compensation Insurance Program | Cash Equivalents | ||
Loss Contingencies [Line Items] | ||
Collateral securing workers' compensation insurance program | 22,919 | |
Standby Letters of Credit | Workers' Compensation Insurance Program | Debt and Equity Investments | ||
Loss Contingencies [Line Items] | ||
Collateral securing workers' compensation insurance program | $ 4,311 |
Restructuring Expense - Summary
Restructuring Expense - Summary of Liabilities and Expenses (Details) - Strategic Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 2,930 |
Expenses Incurred | (154) |
Payments | 1,838 |
Ending Balance | 938 |
Corporate and Other | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 389 |
Expenses Incurred | (154) |
Payments | 130 |
Ending Balance | 105 |
Residential | Operating Segments | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 2,541 |
Expenses Incurred | 0 |
Payments | 1,708 |
Ending Balance | 833 |
Retention bonuses | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 1,005 |
Expenses Incurred | (20) |
Payments | 652 |
Ending Balance | 333 |
Severance, benefits and transition expenses | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 1,437 |
Expenses Incurred | (174) |
Payments | 1,124 |
Ending Balance | 139 |
Transaction expenses | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 488 |
Expenses Incurred | 40 |
Payments | 62 |
Ending Balance | $ 466 |
Subsequent Event (Details)
Subsequent Event (Details) - Other Postretirement Benefits Plan - Forecast - Prior President And Chief Executive Officer - USD ($) $ in Thousands | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Amount paid for post retirement per month | $ 12 | ||
Amount of cash payment in lump sum | $ 483 | $ 483 |