[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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20-3068069
(I.R.S. Employer
Identification No.)
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(Registrant’s telephone number including area code)
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(615) 221-2250
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Title of Each Class
Common Stock, $0.01 Par Value Per Share
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Name of Each Exchange on Which Registered
New York Stock Exchange
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Large accelerated filer
[X ]
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Accelerated filer
[ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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PAGE
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PART I
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PART II
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PART III
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PART IV
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For the Years Ended December 31,
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||||||||||||
2010
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2009
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2008
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||||||||||
Total revenues
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$ | 2,213.3 | $ | 2,023.1 | $ | 1,928.1 | ||||||
Net loss
(1)
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$ | (48.9 | ) | $ | (66.3 | ) | $ | (373.2 | ) | |||
Adjusted EBITDA
(2)
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$ | 408.5 | $ | 348.6 | $ | 302.6 | ||||||
Cash From Facility Operations
(3)
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$ | 240.7 | $ | 196.8 | $ | 130.1 | ||||||
Facility Operating Income
(2)
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$ | 744.3 | $ | 690.1 | $ | 637.5 |
(1)
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Net loss for 2010, 2009 and 2008 include non-cash impairment charges of $13.1 million, $10.1 million and $220.0 million, respectively.
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(2)
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Adjusted EBITDA and Facility Operating Income are non-GAAP financial measures we use in evaluating our operating performance. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for an explanation of how we define each of these measures, a detailed description of why we believe such measures are useful and the limitations of each measure, and a reconciliation of net loss to each of these measures.
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(3)
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Cash From Facility Operations is a non-GAAP financial measure we use in evaluating our liquidity. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for an explanation of how we define this measure, a detailed description of why we believe such measure is useful and the limitations of such measure, and a reconciliation of net cash provided by operating activities to such measure.
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·
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Organic growth in our core business, including expense control and the realization of economies of scale.
We plan to grow our existing operations by increasing revenues through a combination of occupancy growth and monthly service fee increases as a result of our competitive strength and growing demand for senior living communities. In addition, we intend to take advantage of our sophisticated operating and marketing expertise to retain existing residents and attract new residents to our communities. We also plan to continue our efforts to achieve cost savings through the realization of additional economies of scale. The size of our business has allowed us to achieve savings in the procurement of goods and services and increased efficiencies with respect to various corporate functions, and we expect that we can achieve additional savings and efficiencies.
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·
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Growth through the continued expansion of our ancillary services programs (including therapy, home health and hospice services).
We plan to grow our revenues by further expanding our Innovative Senior Care program throughout our retirement centers, assisted living, CCRCs and management services segments. This expansion includes expanding the scope of services provided at the communities currently served and the continuing rollout of home health to communities not currently serviced. In addition, we plan to grow our revenues from ancillary services through the maturation of existing clinics. Through the Innovative Senior Care program, we currently provide therapy, home health and other ancillary services, as well as education and wellness programs, to residents of many of our communities. These programs are focused on wellness and physical fitness to allow residents to
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maintain maximum independence. These services provide many continuing education opportunities for residents and their families through health fairs, seminars, and other consultative interactions. The therapy services we provide include physical, occupational, speech and other specialized therapy and home health services. The home health services we provide include skilled nursing, physical therapy, occupational therapy, speech language pathology, home health aide services as well as social services as needed. In addition to providing these in-house therapy and wellness services at our communities, we also provide these services to other senior living communities that we do not own or operate and to seniors living outside of our communities. These services may be reimbursed under the Medicare program or paid directly by residents from private pay sources and revenues are recognized as services are provided. We also plan to begin offering hospice services in certain locations. We believe that our Innovative Senior Care program is unique in the senior living industry and that we have a significant advantage over our competitors with respect to providing ancillary services because of our established infrastructure and experience. We believe there is a significant opportunity to grow our revenues by continuing to expand the scope of services at communities currently served and continuing the rollout of home health to additional communities, which we believe will increase our revenue per unit in the future. As of December 31, 2010, we offered therapy services to approximately 37,800 of our units and home health services to approximately 26,500 of our units.
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·
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Growth through the expansion, redevelopment and repositioning of existing communities.
Through our Program Max initiative, we intend to grow our revenues and cash flows through the expansion, redevelopment and repositioning of certain of our existing communities where economically advantageous. Certain of our communities with stabilized occupancies and excess demand in their respective markets may benefit from additions and expansions (which additions and expansions may be subject to landlord, lender and other third party consents) offering increased capacity. Additionally, the community, as well as our presence in the market, may benefit from adding a new level of service for residents. Through Program Max, we may also reposition certain communities to meet the evolving needs of our customer. This may include converting space from one level of care to another, reconfiguration of existing units, or the addition of services that are not currently present.
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·
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Growth through the acquisition and consolidation of asset portfolios and other senior living companies.
As opportunities arise, we plan to continue to take advantage of the fragmented continuing care, independent living and assisted living sectors by selectively purchasing existing operating companies, asset portfolios, home health agencies and communities. We may also seek to acquire the fee interest in communities that we currently lease or manage. Our acquisition strategy will continue to focus primarily on communities where we can improve service delivery, occupancy rates and cash flow.
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·
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Skilled management team with extensive experience.
Our senior management team has extensive experience in acquiring, operating and managing a broad range of senior living assets, including experience in the senior living, healthcare, hospitality and real estate industries.
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·
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Geographically diverse, high-quality, purpose-built communities.
As of December 31, 2010, we operate a nationwide base of 559 purpose-built communities in 34 states, including 77 communities in nine of the ten most populous standard metropolitan statistical areas.
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·
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Ability to provide a broad spectrum of care.
Given our diverse mix of retirement centers, assisted living communities and CCRCs, we are able to meet a wide range of our customers’ needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
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·
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The size of our business allows us to realize cost and operating efficiencies.
We are the largest operator of senior living communities in the United States based on total capacity. The size of our business allows us to realize cost savings and economies of scale in the procurement of goods and services. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We intend to utilize our expertise and size to capitalize on economies of scale resulting from our national platform. Our geographic footprint and centralized infrastructure provide us with a
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significant operational advantage over local and regional operators of senior living communities. In connection with our formation transactions and our acquisitions, we negotiated new contracts for food, insurance and other goods and services. In addition, we have and will continue to consolidate corporate functions such as accounting, finance, human resources, legal, information technology and marketing. We began to realize these savings upon the completion of our formation transactions in September 2005 and have realized additional savings as we continued to consolidate and integrate various corporate functions.
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·
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Significant experience in providing ancillary services.
Through our Innovative Senior Care program, we provide a range of education, wellness, therapy, home health and other ancillary services to residents of certain of our retirement centers, assisted living, and CCRC communities. Having therapy clinics and home health agencies located in our senior living communities to provide needed services to our residents is a distinct competitive difference. We have significant experience in providing these ancillary services and expect to receive additional revenues as we expand our ancillary service offerings to additional communities and to seniors living outside of our communities.
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·
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We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
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·
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Increases in our outstanding indebtedness, leverage and long-term leases will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
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·
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Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, new developments, acquisitions, general corporate and other purposes; and
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·
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Our ability to pay dividends to our stockholders may be limited.
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·
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a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
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·
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removal of directors only for cause, and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;
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·
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blank-check preferred stock;
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·
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provisions in our amended and restated certificate of incorporation and amended and restated by-laws preventing stockholders from calling special meetings;
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·
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advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
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·
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no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
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·
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variations in our quarterly operating results;
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·
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changes in our earnings estimates;
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·
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the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
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·
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additions or departures of key management personnel;
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·
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any increased indebtedness we may incur or lease obligations we may enter into in the future;
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·
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actions by institutional stockholders;
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·
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changes in market valuations of similar companies;
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·
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
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·
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speculation or reports by the press or investment community with respect to the Company or the senior living industry in general;
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·
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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
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·
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changes or proposed changes in laws or regulations affecting the senior living industry or enforcement of these laws and regulations, or announcements relating to these matters; and
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·
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general market and economic conditions.
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Occupancy
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Ownership Status
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|||||||||||
State
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Units
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Rate
(1)(2)
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Owned
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Leased
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Managed
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Total
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||||||
Alabama
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1,087
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88.8%
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2
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5
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-
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7
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||||||
Arizona
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2,133
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86.0%
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3
|
11
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2
|
16
|
||||||
California
|
3,194
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89.2%
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14
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6
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1
|
21
|
||||||
Colorado
|
2,731
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88.5%
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6
|
17
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2
|
25
|
||||||
Connecticut
|
425
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81.4%
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2
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2
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-
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4
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||||||
Delaware
|
54
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96.3%
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1
|
-
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-
|
1
|
||||||
Florida
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8,950
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84.6%
|
34
|
39
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3
|
76
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||||||
Georgia
|
508
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85.0%
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4
|
-
|
1
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5
|
||||||
Idaho
|
228
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82.9%
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2
|
1
|
-
|
3
|
||||||
Illinois
|
2,465
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90.4%
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2
|
9
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-
|
11
|
||||||
Indiana
|
1,306
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82.5%
|
7
|
10
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-
|
17
|
||||||
Kansas
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1,477
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87.3%
|
10
|
11
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2
|
23
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||||||
Kentucky
|
349
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97.4%
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-
|
1
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-
|
1
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||||||
Louisiana
|
84
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91.7%
|
1
|
-
|
-
|
1
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||||||
Massachusetts
|
280
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85.7%
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-
|
1
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-
|
1
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||||||
Michigan
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2,420
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88.8%
|
8
|
25
|
1
|
34
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||||||
Minnesota
|
723
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87.3%
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-
|
16
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1
|
17
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||||||
Mississippi
|
37
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59.5%
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-
|
1
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-
|
1
|
||||||
Missouri
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926
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89.0%
|
2
|
1
|
-
|
3
|
||||||
Nevada
|
302
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85.1%
|
1
|
2
|
-
|
3
|
||||||
New Jersey
|
494
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84.6%
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2
|
6
|
-
|
8
|
||||||
New Mexico
|
431
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87.0%
|
1
|
2
|
-
|
3
|
||||||
New York
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1,157
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90.8%
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6
|
10
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-
|
16
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||||||
North Carolina
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3,153
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90.3%
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4
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50
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-
|
54
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||||||
Ohio
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2,854
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85.8%
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21
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18
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-
|
39
|
||||||
Oklahoma
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1,129
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87.7%
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2
|
24
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1
|
27
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||||||
Oregon
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765
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92.5%
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4
|
8
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-
|
12
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||||||
Pennsylvania
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939
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87.2%
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5
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3
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-
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8
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||||||
South Carolina
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545
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73.6%
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4
|
7
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-
|
11
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||||||
Tennessee
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1,326
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90.0%
|
14
|
8
|
-
|
22
|
||||||
Texas
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5,937
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87.0%
|
18
|
33
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5
|
56
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||||||
Virginia
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1,416
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86.9%
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3
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3
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-
|
6
|
||||||
Washington
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1,044
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90.1%
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4
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8
|
-
|
12
|
||||||
Wisconsin
|
444
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92.3%
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2
|
13
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-
|
15
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||||||
Total
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51,313
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87.3%
|
189
|
351
|
19
|
559
|
|
(1)
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Includes the impact of managed properties.
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(2)
|
Represents occupancy at the end of the period.
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Name
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Age
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Position
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W.E. Sheriff
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68
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Chief Executive Officer
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Mark W. Ohlendorf
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50
|
Co-President and Chief Financial Officer
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John P. Rijos
|
58
|
Co-President and Chief Operating Officer
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T. Andrew Smith
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50
|
Executive Vice President, General Counsel and Secretary
|
Bryan D. Richardson
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52
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Executive Vice President and Chief Administrative Officer
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Gregory B. Richard
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56
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Executive Vice President – Field Operations
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Kristin A. Ferge
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37
|
Executive Vice President and Treasurer
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George T. Hicks
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53
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Executive Vice President – Finance
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H. Todd Kaestner
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55
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Executive Vice President – Corporate Development
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Fiscal 2010
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||||||||
High
|
Low
|
|||||||
First Quarter
|
$ | 22.21 | $ | 16.21 | ||||
Second Quarter
|
$ | 22.19 | $ | 14.84 | ||||
Third Quarter
|
$ | 16.44 | $ | 12.66 | ||||
Fourth Quarter
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$ | 21.70 | $ | 15.93 |
Fiscal 2009
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$ | 7.16 | $ | 2.50 | ||||
Second Quarter
|
$ | 14.87 | $ | 4.66 | ||||
Third Quarter
|
$ | 20.41 | $ | 8.39 | ||||
Fourth Quarter
|
$ | 20.69 | $ | 15.14 |
For the Years Ended December 31,
(1)
|
||||||||||||||||||||
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
Fiscal Year ended December 31,
(in thousands, except per share data)
|
||||||||||||||||||||
Total revenue
|
$ | 2,213,264 | $ | 2,023,068 | $ | 1,928,054 | $ | 1,839,296 | $ | 1,309,913 | ||||||||||
Facility operating expense
|
1,437,930 | 1,302,277 | 1,261,581 | 1,170,937 | 819,801 | |||||||||||||||
General and administrative expense
|
131,709 | 134,864 | 140,919 | 138,013 | 117,897 | |||||||||||||||
Facility lease expense
|
270,905 | 272,096 | 269,469 | 271,628 | 228,779 | |||||||||||||||
Depreciation and amortization
|
292,341 | 271,935 | 276,202 | 299,925 | 188,129 | |||||||||||||||
Facility lease termination expense
|
4,608 | ― | ― | ― | ― | |||||||||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | ― | ― | ― | ||||||||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | — | — | |||||||||||||||
Total operating expense
|
2,147,270 | 1,993,288 | 2,168,197 | 1,880,503 | 1,354,606 | |||||||||||||||
Income (loss) from operations
|
65,994 | 29,780 | (240,143 | ) | (41,207 | ) | (44,693 | ) | ||||||||||||
Interest income
|
2,238 | 2,354 | 7,618 | 7,519 | 6,810 | |||||||||||||||
Interest expense:
|
||||||||||||||||||||
Debt
|
(132,641 | ) | (128,869 | ) | (147,389 | ) | (143,991 | ) | (97,694 | ) | ||||||||||
Amortization of deferred financing costs and debt discount
|
(8,963 | ) | (9,505 | ) | (9,707 | ) | (7,064 | ) | (5,061 | ) | ||||||||||
Change in fair value of derivatives and amortization
|
(4,118 | ) | 3,765 | (68,146 | ) | (73,222 | ) | (38 | ) | |||||||||||
Loss on extinguishment of debt, net
|
(1,557 | ) | (1,292 | ) | (3,052 | ) | (2,683 | ) | (1,526 | ) | ||||||||||
Equity in earnings (loss) of unconsolidated ventures
|
168 | 440 | (861 | ) | (3,386 | ) | (3,705 | ) | ||||||||||||
Other non-operating (expense) income
|
(1,454 | ) | 4,146 | 1,708 | 402 | — | ||||||||||||||
Loss before income taxes
|
(80,333 | ) | (99,181 | ) | (459,972 | ) | (263,632 | ) | (145,907 | ) | ||||||||||
Benefit for income taxes
|
31,432 | 32,926 | 86,731 | 101,260 | 38,491 | |||||||||||||||
Net loss
|
(48,901 | ) | (66,255 | ) | (373,241 | ) | (162,372 | ) | (107,416 | ) | ||||||||||
Net loss (income) attributable to noncontrolling interest
|
― | ― | — | 393 | (671 | ) | ||||||||||||||
Net loss attributable to common stockholders
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | $ | (161,979 | ) | $ | (108,087 | ) | |||||
Basic and diluted loss per share from operations attributable to common stockholders
|
$ | (0.41 | ) | $ | (0.60 | ) | $ | (3.67 | ) | $ | (1.60 | ) | $ | (1.34 | ) | |||||
Weighted average shares of common stock used in computing basic and diluted loss per share
|
120,010 | 111,288 | 101,667 | 101,511 | 80,842 | |||||||||||||||
Dividends declared per share of common stock
|
$ | ― | $ | ― | $ | 0.75 | $ | 1.95 | $ | 1.55 | ||||||||||
Other Operating Data:
|
||||||||||||||||||||
Total number of communities (at end of period)
|
559 | 565 | 548 | 550 | 546 | |||||||||||||||
Total units operated
(2)(3)
|
50,870 | 49,536 | 49,165 | 52,086 | 51,271 | |||||||||||||||
Occupancy rate (weighted average)
(3)
|
87.1 | % | 86.5 | % | 87.6 | % | 90.6 | % | 91.1 | % | ||||||||||
Average monthly revenue per unit
(3)(4)
|
$ | 4,439 | $ | 4,253 | $ | 4,031 | $ | 3,577 | $ | 3,247 |
As of December 31,
|
||||||||||||||||||||
2010
|
2009
|
2008
|
2007
|
2006
|
||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 81,827 | $ | 66,370 | $ | 53,973 | $ | 100,904 | $ | 68,034 | ||||||||||
Total assets
|
$ | 4,530,470 | $ | 4,649,879 | $ | 4,449,258 | $ | 4,811,622 | $ | 4,756,000 | ||||||||||
Total debt
|
$ | 2,570,296 | $ | 2,625,526 | $ | 2,552,929 | $ | 2,335,224 | $ | 1,874,939 | ||||||||||
Noncontrolling interest
|
$ | ― | $ | ― | $ | ― | $ | ― | $ | 4,601 | ||||||||||
Total stockholders’ equity
|
$ | 1,059,997 | $ | 1,086,582 | $ | 960,601 | $ | 1,419,538 | $ | 1,764,012 |
|
(1)
|
Prior to October 1, 2006, the effective portion of the change in fair value of derivatives was recorded in other comprehensive income and the ineffective portion was included in the change in fair value of derivatives in the consolidated statements of operations. On October 1, 2006, we elected to discontinue hedge accounting prospectively for the previously designated swap instruments. Gains and losses accumulated in other comprehensive income at that date of $1.3 million related to the previously designated swap instruments are being amortized to interest expense over the life of the underlying hedged debt payments. Although hedge accounting was discontinued on October 1, 2006, the swap instruments remained outstanding and are carried at fair value in the consolidated balance sheets and the change in fair value beginning October 1, 2006 has been included in the consolidated statements of operations.
|
|
(2)
|
Total units operated represent the average units operated during the period, excluding equity homes.
|
|
(3)
|
Beginning in 2010, total units operated, occupancy rates and average monthly revenue per unit are reported using an average unit methodology based on a consistent treatment of units across all product lines, as compared to the historical method where occupancy was reported based upon unit calculations that varied by product line. Total units operated, occupancy rates and average monthly revenue per unit for 2009 and 2008 have been recast to conform to the current presentation. However, 2007 and 2006 total units operated, occupancy rates and average monthly revenue per unit have not been recast as it was not practical to do so. As a result, the 2007 and 2006 total units operated, occupancy rates and average monthly revenue per unit do not reflect the new average unit methodology adopted in 2010 and are not comparable to 2010, 2009 and 2008.
|
|
(4)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
2010
|
2009
|
Amount
|
Percent
|
|||||||||||||
Total revenue
|
$ | 2,213.3 | $ | 2,023.1 | $ | 190.2 | 9.4 | % | ||||||||
Net loss
(1)
|
$ | (48.9 | ) | $ | (66.3 | ) | $ | (17.4 | ) | (26.2 | )% | |||||
Adjusted EBITDA
|
$ | 408.5 | $ | 348.6 | $ | 59.9 | 17.2 | % | ||||||||
Cash From Facility Operations
|
$ | 240.7 | $ | 196.8 | $ | 43.9 | 22.3 | % | ||||||||
Facility Operating Income
|
$ | 744.3 | $ | 690.1 | $ | 54.2 | 7.9 | % |
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2010
|
2009
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Total revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$ | 530,161 | $ | 496,744 | $ | 33,417 | 6.7 | % | ||||||||
Assisted Living
|
1,023,785 | 925,917 | 97,868 | 10.6 | % | |||||||||||
CCRCs
|
653,727 | 593,688 | 60,039 | 10.1 | % | |||||||||||
Total resident fees
|
2,207,673 | 2,016,349 | 191,324 | 9.5 | % | |||||||||||
Management fees
|
5,591 | 6,719 | (1,128 | ) | (16.8 | %) | ||||||||||
Total revenue
|
2,213,264 | 2,023,068 | 190,196 | 9.4 | % | |||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
311,345 | 283,136 | 28,209 | 10.0 | % | |||||||||||
Assisted Living
|
661,859 | 600,948 | 60,911 | 10.1 | % | |||||||||||
CCRCs
|
464,726 | 418,193 | 46,533 | 11.1 | % | |||||||||||
Total facility operating expense
|
1,437,930 | 1,302,277 | 135,653 | 10.4 | % | |||||||||||
General and administrative expense
|
131,709 | 134,864 | (3,155 | ) | (2.3 | %) | ||||||||||
Facility lease expense
|
270,905 | 272,096 | (1,191 | ) | (0.4 | %) |
Depreciation and amortization
|
292,341 | 271,935 | 20,406 | 7.5 | % | |||||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | (5,341 | ) | (261.4 | %) | |||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 3,002 | 29.8 | % | |||||||||||
Facility lease termination expense
|
4,608 | ― | 4,608 | 100.0 | % | |||||||||||
Total operating expense
|
2,147,270 | 1,993,288 | 153,982 | 7.7 | % | |||||||||||
Income from operations
|
65,994 | 29,780 | 36,214 | 121.6 | % | |||||||||||
Interest income
|
2,238 | 2,354 | (116 | ) | (4.9 | %) | ||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(132,641 | ) | (128,869 | ) | 3,772 | 2.9 | % | |||||||||
Amortization of deferred financing costs and debt discount
|
(8,963 | ) | (9,505 | ) | (542 | ) | (5.7 | %) | ||||||||
Change in fair value of derivatives and amortization
|
(4,118 | ) | 3,765 | (7,883 | ) | (209.4 | %) | |||||||||
Loss on extinguishment of debt, net
|
(1,557 | ) | (1,292 | ) | 265 | 20.5 | % | |||||||||
Equity in earnings of unconsolidated ventures
|
168 | 440 | (272 | ) | (61.8 | %) | ||||||||||
Other non-operating (expense) income
|
(1,454 | ) | 4,146 | (5,600 | ) | (135.1 | %) | |||||||||
Loss before income taxes
|
(80,333 | ) | (99,181 | ) | (18,848 | ) | (19.0 | %) | ||||||||
Benefit for income taxes
|
31,432 | 32,926 | (1,494 | ) | (4.5 | %) | ||||||||||
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (17,354 | ) | (26.2 | %) | |||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities (at end of period)
|
559 | 565 | (6 | ) | (1.1 | %) | ||||||||||
Total units operated
(1)
|
50,870 | 49,536 | 1,334 | 2.7 | % | |||||||||||
Owned/leased communities units
|
47,083 | 45,174 | 1,909 | 4.2 | % | |||||||||||
Owned/leased communities occupancy rate (weighted average)
|
87.1 | % | 86.5 | % | 0.6 | % | 0.7 | % | ||||||||
Average monthly revenue per unit
(2)
|
$ | 4,439 | $ | 4,253 | $ | 186 | 4.4 | % | ||||||||
Selected Segment Operating and Other Data
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
78 | 80 | (2 | ) | (2.5 | %) | ||||||||||
Total units
(1)
|
14,700 | 14,137 | 563 | 4.0 | % | |||||||||||
Occupancy rate (weighted average)
|
87.2 | % | 87.2 | % | ― | ― | ||||||||||
Average monthly revenue per unit
(2)
|
$ | 3,445 | $ | 3,358 | $ | 87 | 2.6 | % | ||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
427 | 430 | (3 | ) | (0.7 | %) | ||||||||||
Total units
(1)
|
21,109 | 20,201 | 908 | 4.5 | % | |||||||||||
Occupancy rate (weighted average)
|
88.4 | % | 86.8 | % | 1.6 | % | 1.8 | % | ||||||||
Average monthly revenue per unit
(2)
|
$ | 4,573 | $ | 4,401 | $ | 172 | 3.9 | % | ||||||||
CCRCs
|
||||||||||||||||
Number of communities (period end)
|
35 | 36 | (1 | ) | (2.8 | %) | ||||||||||
Total units
(1)
|
11,274 | 10,836 | 438 | 4.0 | % | |||||||||||
Occupancy rate (weighted average)
|
84.3 | % | 85.1 | % | (0.8 | %) | (0.9 | %) | ||||||||
Average monthly revenue per unit
(2)
|
$ | 5,517 | $ | 5,168 | $ | 349 | 6.8 | % | ||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
19 | 19 | ― | ― | ||||||||||||
Total units
(1)
|
3,787 | 4,362 | (575 | ) | (13.2 | %) | ||||||||||
Occupancy rate (weighted average)
|
83.8 | % | 84.2 | % | (0.4 | %) | (0.5 | %) |
Selected Entrance Fee Data:
|
2010 | |||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
Non-refundable entrance fees sales
|
$ | 9,550 | $ | 8,354 | $ | 9,812 | $ | 9,770 | $ | 37,486 | ||||||||||
Refundable entrance fees sales
(3)
|
8,442 | 6,619 | 12,242 | 9,117 | 36,420 | |||||||||||||||
Total entrance fee receipts
(4)
|
17,992 | 14,973 | 22,054 | 18,887 | 73,906 | |||||||||||||||
Refunds
|
(5,762 | ) | (5,360 | ) | (4,984 | ) | (4,954 | ) | (21,060 | ) | ||||||||||
Net entrance fees
|
$ | 12,230 | $ | 9,613 | $ | 17,070 | $ | 13,933 | $ | 52,846 | ||||||||||
2009 | ||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
Non-refundable entrance fees sales
|
$ | 4,872 | $ | 5,718 | $ | 12,635 | $ | 15,264 | $ | 38,489 | ||||||||||
Refundable entrance fees sales
(3)
|
3,638 | 4,098 | 9,296 | 13,354 | 30,386 | |||||||||||||||
Total entrance fee receipts
(4)
|
8,510 | 9,816 | 21,931 | 28,618 | 68,875 | |||||||||||||||
Refunds
|
(5,836 | ) | (6,357 | ) | (4,649 | ) | (6,074 | ) | (22,916 | ) | ||||||||||
Net entrance fees
|
$ | 2,674 | $ | 3,459 | $ | 17,282 | $ | 22,544 | $ | 45,959 |
|
(1)
|
Total units operated represent the average units operated during the period, excluding equity homes.
|
|
(2)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
|
(3)
|
Refundable entrance fee sales for the years ended December 31, 2010 and 2009 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $0.1 million, $0.2 million, $6.5 million and $3.8 million in the first,
second, third and fourth quarters of 2010, respectively, and $0.6 million, $0.1 million and $0.4 million in the first, third and fourth quarters of 2009, respectively. My Choice amounts for the second quarter of 2009 were not material.
|
|
(4)
|
Includes $18.5 million and $25.7 million of first generation entrance fee receipts (which represent initial entrance fees received from the sale of units at a newly opened entrance fee CCRC) during the year ended December 31, 2010 and 2009, respectively.
|
Year Ended December 31,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Resident fee revenues
|
$ | 2,207,673 | 94.1 | % | $ | 2,016,349 | 92.7 | % | ||||||||
Resident fee revenues under management
|
139,478 | 5.9 | % | 157,618 | 7.3 | % | ||||||||||
Total
|
$ | 2,347,151 | 100 | % | $ | 2,173,967 | 100 | % |
General and administrative expenses (excluding non-cash compensation and transaction-related costs)
|
$ | 110,950 | 4.7 | % | $ | 101,676 | 4.7 | % | ||||||||
Non-cash compensation expense
|
20,759 | 0.9 | % | 26,935 | 1.2 | % | ||||||||||
Transaction-related costs
|
― | 0.0 | % | 6,253 | 0.3 | % | ||||||||||
General and administrative expenses (including non-cash compensation and transaction-related costs)
|
$ | 131,709 | 5.6 | % | $ | 134,864 | 6.2 | % |
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2009
|
2008
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Total revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$ | 496,744 | $ | 497,453 | $ | (709 | ) | (0.1 | %) | |||||||
Assisted Living
|
925,917 | 890,075 | 35,842 | 4.0 | % | |||||||||||
CCRCs
|
593,688 | 533,532 | 60,156 | 11.3 | % | |||||||||||
Total resident fees
|
2,016,349 | 1,921,060 | 95,289 | 5.0 | % | |||||||||||
Management fees
|
6,719 | 6,994 | (275 | ) | (3.9 | %) | ||||||||||
Total revenue
|
2,023,068 | 1,928,054 | 95,014 | 4.9 | % | |||||||||||
Expense
|
||||||||||||||||
Facility operating expense
(1)
|
||||||||||||||||
Retirement Centers
|
283,136 | 286,035 | (2,899 | ) | (1.0 | %) | ||||||||||
Assisted Living
|
600,948 | 590,644 | 10,304 | 1.7 | % | |||||||||||
CCRCs
|
418,193 | 384,902 | 33,291 | 8.6 | % | |||||||||||
Total facility operating expense
|
1,302,277 | 1,261,581 | 40,696 | 3.2 | % | |||||||||||
General and administrative expense
|
134,864 | 140,919 | (6,055 | ) | (4.3 | %) | ||||||||||
Facility lease expense
|
272,096 | 269,469 | 2,627 | 1.0 | % | |||||||||||
Depreciation and amortization
|
271,935 | 276,202 | (4,267 | ) | (1.5 | %) | ||||||||||
Loss on sale of communities, net
|
2,043 | ― | 2,043 | 100.0 | % | |||||||||||
Goodwill and asset impairment
|
10,073 | 220,026 | (209,953 | ) | (95.4 | %) | ||||||||||
Total operating expense
|
1,993,288 | 2,168,197 | (174,909 | ) | (8.1 | %) | ||||||||||
Income (loss) from operations
|
29,780 | (240,143 | ) | 269,923 | 112.4 | % | ||||||||||
Interest income
|
2,354 | 7,618 | (5,264 | ) | (69.1 | %) | ||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(128,869 | ) | (147,389 | ) | (18,520 | ) | (12.6 | %) | ||||||||
Amortization of deferred financing costs and debt discount
|
(9,505 | ) | (9,707 | ) | (202 | ) | (2.1 | %) | ||||||||
Change in fair value of derivatives and amortization
|
3,765 | (68,146 | ) | 71,911 | 105.5 | % | ||||||||||
Loss on extinguishment of debt, net
|
(1,292 | ) | (3,052 | ) | (1,760 | ) | (57.7 | %) | ||||||||
Equity in earnings (loss) of unconsolidated ventures
|
440 | (861 | ) | 1,301 | 151.1 | % | ||||||||||
Other non-operating income
|
4,146 | 1,708 | 2,438 | 142.7 | % | |||||||||||
Loss before income taxes
|
(99,181 | ) | (459,972 | ) | (360,791 | ) | (78.4 | %) | ||||||||
Benefit for income taxes
|
32,926 | 86,731 | (53,805 | ) | (62.0 | %) | ||||||||||
Net loss
|
$ | (66,255 | ) | $ | (373,241 | ) | $ | (306,986 | ) | (82.2 | %) | |||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities (at end of period)
|
565 | 548 | 17 | 3.1 | % | |||||||||||
Total units operated
(2)
|
49,536 | 49,165 | 371 | 0.8 | % | |||||||||||
Owned/leased communities units
|
45,174 | 44,817 | 357 | 0.8 | % | |||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.5 | % | 87.6 | % | (1.1 | %) | (1.3 | %) | ||||||||
Average monthly revenue per unit
(3)
|
$ | 4,253 | $ | 4,031 | 222 | 5.5 | % | |||||||||
Selected Segment Operating and Other Data
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
80 | 77 | 3 | 3.9 | % | |||||||||||
Total units
(2)
|
14,137 | 14,459 | (322 | ) | (2.2 | %) | ||||||||||
Occupancy rate (weighted average)
|
87.2 | % | 88.8 | % | (1.6 | %) | (1.8 | %) | ||||||||
Average monthly revenue per unit
(3)
|
$ | 3,358 | $ | 3,228 | 130 | 4.0 | % | |||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
430 | 417 | 13 | 3.1 | % | |||||||||||
Total units
(2)
|
20,201 | 20,239 | (38 | ) | (0.2 | %) | ||||||||||
Occupancy rate (weighted average)
|
86.8 | % | 86.6 | % | 0.2 | % | 0.2 | % | ||||||||
Average monthly revenue per unit
(3)
|
$ | 4,401 | $ | 4,231 | 170 | 4.0 | % |
CCRCs
|
||||||||||||||||
Number of communities (period end)
|
36 | 32 | 4 | 12.5 | % | |||||||||||
Total units
(2)
|
10,836 | 10,119 | 717 | 7.1 | % | |||||||||||
Occupancy rate (weighted average)
|
85.1 | % | 87.8 | % | (2.7 | %) | (3.1 | %) | ||||||||
Average monthly revenue per unit
(3)
|
$ | 5,168 | $ | 4,799 | 369 | 7.7 | % | |||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
19 | 22 | (3 | ) | (13.6 | %) | ||||||||||
Total units
(2)
|
4,362 | 4,348 | 14 | 0.3 | % | |||||||||||
Occupancy rate (weighted average)
|
84.2 | % | 76.6 | % | 7.6 | % | 9.9 | % |
Selected Entrance Fee Data:
|
2009 | |||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||||
Non-refundable entrance fees sales
|
$ | 4,872 | $ | 5,718 | $ | 12,635 | $ | 15,264 | $ | 38,489 | ||||||||||||
Refundable entrance fees sales
(4)
|
3,638 | 4,098 | 9,296 | 13,354 | 30,386 | |||||||||||||||||
Total entrance fee receipts
(5)
|
8,510 | 9,816 | 21,931 | 28,618 | 68,875 | |||||||||||||||||
Refunds
|
(5,836 | ) | (6,357 | ) | (4,649 | ) | (6,074 | ) | (22,916 | ) | ||||||||||||
Net entrance fees
|
$ | 2,674 | $ | 3,459 | $ | 17,282 | $ | 22,544 | $ | 45,959 | ||||||||||||
2008 | ||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||||
Non-refundable entrance fees sales
|
$ | 2,780 | $ | 5,177 | $ | 7,253 | $ | 7,391 | $ | 22,601 | ||||||||||||
Refundable entrance fees sales
(4)
|
3,492 | 7,420 | 4,273 | 4,686 | 19,871 | |||||||||||||||||
Total entrance fee receipts
|
6,272 | 12,597 | 11,526 | 12,077 | 42,472 | |||||||||||||||||
Refunds
|
(3,632 | ) | (4,843 | ) | (5,856 | ) | (4,819 | ) | (19,150 | ) | ||||||||||||
Net entrance fees
|
$ | 2,640 | $ | 7,754 | $ | 5,670 | $ | 7,258 | $ | 23,322 |
|
(1)
|
Segment facility operating expense for the year ended December 31, 2008 includes hurricane and named tropical storms expense totaling $4.8 million consisting of $1.3 million for Retirement Centers, $2.0 million for Assisted Living and $1.5 million for CCRCs.
|
|
(2)
|
Total units operated represent the average units operated during the period, excluding equity homes.
|
|
(3)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
|
(4)
|
Refundable entrance fee sales for the years ended December 31, 2009 and 2008 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $0.6 million, $0.1 million and $0.4 million in the first, third and fourth quarters of 2009, respectively, and $0.4 million, $0.8 million, $0.6 million and $0.5 million in the first, second, third and fourth quarters of 2008, respectively. My Choice amounts for the second quarter of 2009 were not material.
|
|
(5)
|
Includes $25.7 million of first generation entrance fee receipts (which represent initial entrance fees received from the sale of units at a newly opened entrance fee CCRC) during the year ended December 31, 2009.
|
Year Ended December 31,
|
||||||||||||||||
2009
|
2008
|
|||||||||||||||
Resident fee revenues
|
$ | 2,016,349 | 92.7 | % | $ | 1,921,060 | 92.6 | % | ||||||||
Resident fee revenues under management
|
157,618 | 7.3 | % | 152,970 | 7.4 | % | ||||||||||
Total
|
$ | 2,173,967 | 100 | % | $ | 2,074,030 | 100.0 | % | ||||||||
General and administrative expenses (excluding non-cash compensation, integration and transaction-related costs)
|
$ | 101,676 | 4.7 | % | $ | 92,473 | 4.5 | % | ||||||||
Non-cash compensation expense
|
26,935 | 1.2 | % | 28,937 | 1.4 | % | ||||||||||
Integration and transaction-related costs
|
6,253 | 0.3 | % | 19,509 | 0.9 | % | ||||||||||
General and administrative expenses (including non-cash compensation, integration and transaction-related costs)
|
$ | 134,864 | 6.2 | % | $ | 140,919 | 6.8 | % |
Year Ended
December 31,
|
||||||||
2010
|
2009
|
|||||||
Cash provided by operating activities
|
$ | 228,244 | $ | 237,220 | ||||
Cash used in investing activities
|
(136,505 | ) | (351,432 | ) | ||||
Cash (used in) provided by financing activities
|
(76,282 | ) | 126,609 | |||||
Net increase in cash and cash equivalents
|
15,457 | 12,397 | ||||||
Cash and cash equivalents at beginning of year
|
66,370 | 53,973 | ||||||
Cash and cash equivalents at end of year
|
$ | 81,827 | $ | 66,370 |
|
·
|
cash balances on hand;
|
|
·
|
cash flows from operations;
|
|
·
|
proceeds from our credit facilities;
|
|
·
|
proceeds from mortgage financing or refinancing of various assets;
|
|
·
|
funds generated through joint venture arrangements or sale-leaseback transactions; and
|
|
·
|
with somewhat lesser frequency, funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming assets.
|
|
·
|
working capital;
|
|
·
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
|
·
|
debt service and lease payments;
|
|
·
|
acquisition consideration and transaction costs;
|
|
·
|
cash collateral postings required in connection with our interest rate swaps and related financial instruments;
|
|
·
|
capital expenditures and improvements, including the expansion of our current communities and the development of new communities;
|
|
·
|
dividend payments;
|
|
·
|
purchases of common stock under our previous share repurchase authorization; and
|
|
·
|
other corporate initiatives (including integration and branding).
|
|
·
|
working capital;
|
|
·
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
|
·
|
debt service and lease payments;
|
|
·
|
capital expenditures and improvements, including the expansion, redevelopment and repositioning of our current communities and the development of new communities;
|
|
·
|
other corporate initiatives (including information systems);
|
|
·
|
acquisition consideration and transaction costs; and
|
|
·
|
to a lesser extent, cash collateral required to be posted in connection with our interest rate swaps and related financial instruments.
|
Payments Due by Twelve Months Ending December 31,
|
||||||||||||||||||||||||||||
Total
|
2011
|
2012
|
2013
|
2014
|
2015
|
Thereafter
|
||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||||||||||
Long-term debt obligations
(1)
|
$ | 2,607,505 | $ | 142,666 | $ | 751,064 | $ | 785,537 | $ | 187,749 | $ | 69,256 | $ | 671,233 | ||||||||||||||
Capital lease obligations
(1)
|
604,751 | 54,773 | 57,178 | 56,855 | 56,235 | 55,638 | 324,072 | |||||||||||||||||||||
Operating lease obligations
(2)
|
1,971,949 | 265,442 | 262,182 | 251,747 | 226,040 | 216,709 | 749,829 | |||||||||||||||||||||
Refundable entrance fee obligations
(3)
|
237,082 | 24,894 | 24,894 | 24,894 | 24,894 | 24,894 | 112,612 | |||||||||||||||||||||
Total contractual obligations
|
$ | 5,421,287 | $ | 487,775 | $ | 1,095,318 | $ | 1,119,033 | $ | 494,918 | $ | 366,497 | $ | 1,857,746 | ||||||||||||||
Total commercial construction commitments
|
$ | 13,246 | $ | 13,246 | $ | — | $ | — | $ | — | $ | — | $ | — |
(1)
|
Includes contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2010 rate after giving effect to in-place interest rate swaps.
|
(2)
|
Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the December 31, 2010 rate.
|
(3)
|
Future refunds of entrance fees are estimated based on historical payment trends. These refund obligations are generally offset by proceeds received from resale of the vacated apartment units. Historically, proceeds from resales of entrance fee units each year generally offset refunds paid and generate excess cash to us.
|
Current notional balance
|
$ | 150,000 | ||
Highest possible notional
|
$ | 150,000 | ||
Lowest interest rate
|
0.87 | % | ||
Highest interest rate
|
0.87 | % | ||
Average fixed rate
|
0.87 | % | ||
Earliest maturity date
|
2013 | |||
Latest maturity date
|
2013 | |||
Weighted average original maturity
|
2.9 years
|
|||
Estimated liability fair value (included in other liabilities at December 31, 2009)
|
$ | (16,950 | ) | |
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 281 |
Current notional balance
|
$ | 925,865 | ||
Highest possible notional
|
$ | 925,865 | ||
Lowest interest cap rate
|
4.96 | % | ||
Highest interest cap rate
|
6.50 | % | ||
Average fixed cap rate
|
5.82 | % | ||
Earliest maturity date
|
2011 | |||
Latest maturity date
|
2012 | |||
Weighted average original maturity
|
3.2 years
|
|||
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 157 | ||
Estimated asset fair value (included in other assets at December 31, 2009)
|
$ | 1,221 |
|
·
|
provision (benefit) for income taxes;
|
|
·
|
non-operating (income) expense items;
|
|
·
|
(gain) loss on sale of communities (including facility lease termination expense);
|
|
·
|
depreciation and amortization (including non-cash impairment charges);
|
|
·
|
straight-line rent expense (income);
|
|
·
|
amortization of deferred gain;
|
·
|
amortization of deferred entrance fees;
|
|
·
|
non-cash compensation expense; and
|
|
·
|
change in future service obligation;
|
|
·
|
entrance fee receipts and refunds (excluding first generation entrance fee receipts on a newly opened entrance fee CCRC).
|
|
·
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
·
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31,
(1)
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | |||
Benefit for income taxes
|
(31,432 | ) | (32,926 | ) | (86,731 | ) | ||||||
Other non-operating expense (income)
|
1,454 | (4,146 | ) | (1,708 | ) | |||||||
Equity in (earnings) loss of unconsolidated ventures
|
(168 | ) | (440 | ) | 861 | |||||||
Loss on extinguishment of debt, net
|
1,557 | 1,292 | 3,052 | |||||||||
Interest expense:
Debt
|
102,245 | 99,653 | 119,853 | |||||||||
Capitalized lease obligation
|
30,396 | 29,216 | 27,536 | |||||||||
Amortization of deferred financing costs and debt discount
|
8,963 | 9,505 | 9,707 | |||||||||
Change in fair value of derivatives and amortization
|
4,118 | (3,765 | ) | 68,146 | ||||||||
Interest income
|
(2,238 | ) | (2,354 | ) | (7,618 | ) | ||||||
Income (loss) from operations
|
65,994 | 29,780 | (240,143 | ) | ||||||||
Facility lease termination expense
|
4,608 | ― | ― | |||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | ― | ||||||||
Depreciation and amortization
|
292,341 | 271,935 | 276,202 | |||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | |||||||||
Straight-line lease expense
|
10,521 | 15,851 | 20,585 | |||||||||
Amortization of deferred gain
|
(4,343 | ) | (4,345 | ) | (4,342 | ) |
Amortization of entrance fees
|
(24,397 | ) | (21,661 | ) | (22,025 | ) | ||||||
Non-cash compensation expense
|
20,759 | 26,935 | 28,937 | |||||||||
Change in future service obligation
|
(1,064 | ) | (2,342 | ) | ― | |||||||
Entrance fee receipts
(2)
|
73,906 | 68,875 | 42,472 | |||||||||
First generation entrance fees received
(3)
|
(18,548 | ) | (25,673 | ) | ― | |||||||
Entrance fee disbursements
|
(21,060 | ) | (22,916 | ) | (19,150 | ) | ||||||
Adjusted EBITDA
|
$ | 408,494 | $ | 348,555 | $ | 302,562 |
(1)
|
The calculation of Adjusted EBITDA includes transaction-related costs for the year ended December 31, 2009 of $5.8 million. Integration and hurricane and named tropical storms expense as well as other non-recurring costs were $24.3 million for the year ended December 31, 2008. The amount for the year ended December 31, 2008 includes the effect of an $8.0 million reserve established for certain litigation.
|
(2)
|
Includes the receipt of refundable and non-refundable entrance fees.
|
(3)
|
First
generation entrance fees received represents initial entrance fees received from the sale of units at a newly opened entrance fee CCRC.
|
|
·
|
changes in operating assets and liabilities;
|
|
·
|
deferred interest and fees added to principal;
|
|
·
|
refundable entrance fees received;
|
|
·
|
first generation entrance fee receipts on a newly opened entrance fee CCRC;
|
|
·
|
entrance fee refunds disbursed;
|
|
·
|
lease financing debt amortization with fair market value or no purchase options;
|
|
·
|
facility lease termination expense;
|
|
·
|
recurring capital expenditures;
|
|
·
|
distributions from unconsolidated ventures from cumulative share of net earnings;
|
|
·
|
Cash From Facility Operations from unconsolidated ventures; and
|
|
·
|
other.
|
|
·
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to
gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
·
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31,
(1)
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Net cash provided by operating activities
|
$ | 228,244 | $ | 237,220 | $ | 136,767 | ||||||
Changes in operating assets and liabilities
|
46,674 | 4,532 | 25,865 | |||||||||
Refundable entrance fees received
(2)(3)
|
36,420 | 30,386 | 19,871 | |||||||||
First generation entrance fees received
(4)
|
(18,548 | ) | (25,673 | ) | ― | |||||||
Entrance fee refunds disbursed
|
(21,060 | ) | (22,916 | ) | (19,150 | ) | ||||||
Recurring capital expenditures, net
|
(27,969 | ) | (19,522 | ) | (27,312 | ) | ||||||
Lease financing debt amortization with fair market value or no purchase options
|
(8,972 | ) | (7,195 | ) | (6,691 | ) | ||||||
Facility lease termination expense
|
4,608 | ― | ― | |||||||||
Reimbursement of operating expenses and other
|
― | ― | 794 | |||||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(775 | ) | ― | ― | ||||||||
Cash From Facility Operations from unconsolidated ventures
|
2,050 | ― | ― | |||||||||
Cash From Facility Operations
|
$ | 240,672 | $ | 196,832 | $ | 130,144 |
(1)
|
The calculation of CFFO includes transaction-related costs for the year ended December 31, 2009 of $5.8 million. Integration and hurricane and named tropical storms expense as well as other non-recurring costs were $24.3 million for the year ended December 31, 2008. The amount for the year ended December 31, 2008 includes the effect of an $8.0 million reserve established for certain litigation.
|
(2)
|
Entrance fee receipts include promissory notes issued to the Company by the resident in lieu of a portion of the entrance fees due. Notes issued (net of collections) for the years ended December 31, 2010 and 2009 were $1.7 million and $9.3 million, respectively. Notes issued (net of collections) for the year ended December 31, 2008 were not material.
|
(3)
|
Total entrance fee receipts for the years ended December 31, 2010, 2009 and 2008 were $73.9 million, $68.9 million and $42.5 million, respectively, including $37.5 million, $38.5 million and $22.6 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities.
|
(4)
|
First
generation entrance fees received represents initial entrance fees received from the sale of units at a newly opened entrance fee CCRC.
|
|
·
|
provision (benefit) for income taxes;
|
|
·
|
non-operating (income) expense items;
|
|
·
|
(gain) loss on sale of communities (including facility lease termination expense);
|
|
·
|
depreciation and amortization (including non-cash impairment charges);
|
|
·
|
facility lease expense;
|
|
·
|
general and administrative expense, including non-cash stock compensation expense;
|
|
·
|
change in future service obligation;
|
|
·
|
amortization of deferred entrance fee revenue; and
|
|
·
|
management fees.
|
|
·
|
interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
|
·
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | |||
Benefit for income taxes
|
(31,432 | ) | (32,926 | ) | (86,731 | ) | ||||||
Other non-operating expense (income)
|
1,454 | (4,146 | ) | (1,708 | ) | |||||||
Equity in (earnings) loss of unconsolidated ventures
|
(168 | ) | (440 | ) | 861 | |||||||
Loss on extinguishment of debt, net
|
1,557 | 1,292 | 3,052 | |||||||||
Interest expense:
|
||||||||||||
Debt
|
102,245 | 99,653 | 119,853 | |||||||||
Capitalized lease obligation
|
30,396 | 29,216 | 27,536 | |||||||||
Amortization of deferred financing costs and debt discount
|
8,963 | 9,505 | 9,707 | |||||||||
Change in fair value of derivatives and amortization
|
4,118 | (3,765 | ) | 68,146 | ||||||||
Interest income
|
(2,238 | ) | (2,354 | ) | (7,618 | ) | ||||||
Income (loss) from operations
|
65,994 | 29,780 | (240,143 | ) | ||||||||
Facility lease termination expense
|
4,608 | ― | ― | |||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | ― | ||||||||
Depreciation and amortization
|
292,341 | 271,935 | 276,202 | |||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | |||||||||
Facility lease expense
|
270,905 | 272,096 | 269,469 | |||||||||
General and administrative (including non-cash stock compensation expense)
|
131,709 | 134,864 | 140,919 | |||||||||
Change in future service obligation
|
(1,064 | ) | (2,342 | ) | ― | |||||||
Amortization of entrance fees
|
(24,397 | ) | (21,661 | ) | (22,025 | ) | ||||||
Management fees
|
(5,591 | ) | (6,719 | ) | (6,994 | ) | ||||||
Facility Operating Income
|
$ | 744,282 | $ | 690,069 | $ | 637,454 |
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
69
|
Report of Independent Registered Public Accounting Firm
|
70
|
Consolidated Balance Sheets as of December 31, 2010 and 2009
|
71
|
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
|
72
|
Consolidated Statements of Equity for the Years Ended December 31, 2010, 2009 and 2008
|
73
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
|
74
|
Notes to Consolidated Financial Statements
|
76
|
Schedule II — Valuation and Qualifying Accounts
|
104
|
December 31,
|
||||||||
2010
|
2009
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 81,827 | $ | 66,370 | ||||
Cash and escrow deposits – restricted
|
81,558 | 55,242 | ||||||
Accounts receivable, net
|
88,033 | 80,184 | ||||||
Deferred tax asset
|
15,529 | 7,688 | ||||||
Prepaid expenses and other current assets, net
|
61,162 | 65,550 | ||||||
Total current assets
|
328,109 | 275,034 | ||||||
Property, plant and equipment and leasehold intangibles, net
|
3,736,842 | 3,857,774 | ||||||
Cash and escrow deposits – restricted
|
65,316 | 95,874 | ||||||
Investment in unconsolidated ventures
|
20,196 | 20,512 | ||||||
Goodwill
|
109,693 | 109,835 | ||||||
Other intangible assets, net
|
171,341 | 198,043 | ||||||
Other assets, net
|
98,973 | 92,807 | ||||||
Total assets
|
$ | 4,530,470 | $ | 4,649,879 | ||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$ | 71,676 | $ | 166,185 | ||||
Trade accounts payable
|
36,302 | 51,612 | ||||||
Accrued expenses
|
171,537 | 169,612 | ||||||
Refundable entrance fees and deferred revenue
|
318,814 | 295,041 | ||||||
Tenant security deposits
|
8,029 | 13,515 | ||||||
Total current liabilities
|
606,358 | 695,965 | ||||||
Long-term debt, less current portion
|
2,498,620 | 2,459,341 | ||||||
Deferred entrance fee revenue
|
69,075 | 69,306 | ||||||
Deferred liabilities
|
153,199 | 148,690 | ||||||
Deferred tax liability
|
113,956 | 140,313 | ||||||
Other liabilities
|
29,265 | 49,682 | ||||||
Total liabilities
|
3,470,473 | 3,563,297 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2010 and 2009; no shares issued and outstanding
|
— | — | ||||||
Common stock, $0.01 par value, 200,000,000 shares authorized at December 31, 2010 and 2009; 125,527,846 and 124,417,940 shares issued and 124,316,545 and 123,206,639 shares outstanding (including 3,539,751 and 3,915,330 unvested restricted shares), respectively
|
1,243 | 1,232 | ||||||
Additional paid-in-capital
|
1,904,144 | 1,882,377 | ||||||
Treasury stock, at cost; 1,211,301 shares at December 31, 2010 and 2009
|
(29,187 | ) | (29,187 | ) | ||||
Accumulated deficit
|
(815,876 | ) | (766,975 | ) | ||||
Accumulated other comprehensive loss
|
(327 | ) | (865 | ) | ||||
Total stockholders’ equity
|
1,059,997 | 1,086,582 | ||||||
Total liabilities and stockholders’ equity
|
$ | 4,530,470 | $ | 4,649,879 |
For the Years Ended
December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Revenue
|
||||||||||||
Resident fees
|
$ | 2,207,673 | $ | 2,016,349 | $ | 1,921,060 | ||||||
Management fees
|
5,591 | 6,719 | 6,994 | |||||||||
Total revenue
|
2,213,264 | 2,023,068 | 1,928,054 | |||||||||
Expense
|
||||||||||||
Facility operating expense (excluding depreciation and amortization of $221,257, $184,780 and $195,517, respectively)
|
1,437,930 | 1,302,277 | 1,256,781 | |||||||||
General and administrative expense (including non-cash stock-based compensation expense of $20,759, $26,935 and $28,937, respectively)
|
131,709 | 134,864 | 140,919 | |||||||||
Hurricane and named tropical storms expense
|
— | — | 4,800 | |||||||||
Facility lease expense
|
270,905 | 272,096 | 269,469 | |||||||||
Depreciation and amortization
|
292,341 | 271,935 | 276,202 | |||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | — | ||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | |||||||||
Facility lease termination expense
|
4,608 | — | — | |||||||||
Total operating expense
|
2,147,270 | 1,993,288 | 2,168,197 | |||||||||
Income (loss) from operations
|
65,994 | 29,780 | (240,143 | ) | ||||||||
Interest income
|
2,238 | 2,354 | 7,618 | |||||||||
Interest expense:
|
||||||||||||
Debt
|
(132,641 | ) | (128,869 | ) | (147,389 | ) | ||||||
Amortization of deferred financing costs and debt discount
|
(8,963 | ) | (9,505 | ) | (9,707 | ) | ||||||
Change in fair value of derivatives and amortization
|
(4,118 | ) | 3,765 | (68,146 | ) | |||||||
Loss on extinguishment of debt, net
|
(1,557 | ) | (1,292 | ) | (3,052 | ) | ||||||
Equity in earnings (loss) of unconsolidated ventures
|
168 | 440 | (861 | ) | ||||||||
Other non-operating (expense) income
|
(1,454 | ) | 4,146 | 1,708 | ||||||||
Loss before income taxes
|
(80,333 | ) | (99,181 | ) | (459,972 | ) | ||||||
Benefit for income taxes
|
31,432 | 32,926 | 86,731 | |||||||||
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | |||
Basic and diluted net loss per share
|
$ | (0.41 | ) | $ | (0.60 | ) | $ | (3.67 | ) | |||
Weighted average shares used in computing basic and diluted net loss per share
|
120,010 | 111,288 | 101,667 | |||||||||
Dividends declared per share
|
$ | — | $ | — | $ | 0.75 |
Common Stock
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
||||||||||||||||||||||
Balances at January 1, 2008
|
104,962 | $ | 1,050 | $ | 1,752,581 | $ | — | $ | (332,692 | ) | $ | (1,401 | ) | $ | 1,419,538 | |||||||||||||
Dividends
|
— | — | (77,559 | ) | — | — | — | (77,559 | ) | |||||||||||||||||||
Compensation expense related to restricted stock grants
|
— | — | 28,937 | — | — | — | 28,937 | |||||||||||||||||||||
Net loss
|
— | — | — | — | (373,241 | ) | — | (373,241 | ) | |||||||||||||||||||
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 262 | 262 | |||||||||||||||||||||
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
Purchase of Treasury Stock
|
— | — | — | (29,187 | ) | — | — | (29,187 | ) | |||||||||||||||||||
Deconsolidation of an entity pursuant to FIN 46(R)
|
— | — | (13,287 | ) | — | 5,212 | — | (8,075 | ) | |||||||||||||||||||
Other
|
294 | 3 | 179 | — | 1 | (633 | ) | (450 | ) | |||||||||||||||||||
Balances at December 31, 2008
|
105,256 | 1,053 | 1,690,851 | (29,187 | ) | (700,720 | ) | (1,396 | ) | 960,601 | ||||||||||||||||||
Compensation expense related to restricted stock grants
|
— | — | 26,935 | — | — | — | 26,935 | |||||||||||||||||||||
Net loss
|
— | — | — | — | (66,255 | ) | — | (66,255 | ) | |||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
109 | 1 | 1,006 | — | — | — | 1,007 | |||||||||||||||||||||
Restricted stock, net
|
1,794 | 18 | (18 | ) | — | — | — | — | ||||||||||||||||||||
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 493 | 493 | |||||||||||||||||||||
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
Issuance of common stock from equity offering, net
|
16,047 | 160 | 163,611 | — | — | — | 163,771 | |||||||||||||||||||||
Other
|
— | — | (8 | ) | — | — | (338 | ) | (346 | ) | ||||||||||||||||||
Balances at December 31, 2009
|
123,206 | 1,232 | 1,882,377 | (29,187 | ) | (766,975 | ) | (865 | ) | 1,086,582 | ||||||||||||||||||
Compensation expense related to restricted stock grants
|
— | — | 20,759 | — | — | — | 20,759 | |||||||||||||||||||||
Net loss
|
— | — | — | — | (48,901 | ) | — | (48,901 | ) | |||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
63 | 1 | 1,019 | — | — | — | 1,020 | |||||||||||||||||||||
Restricted stock, net
|
1,048 | 10 | (10 | ) | — | — | — | — | ||||||||||||||||||||
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 505 | 505 | |||||||||||||||||||||
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
Other
|
— | — | (1 | ) | — | — | (343 | ) | (344 | ) | ||||||||||||||||||
Balances at December 31, 2010
|
124,317 | $ | 1,243 | $ | 1,904,144 | $ | (29,187 | ) | $ | (815,876 | ) | $ | (327 | ) | $ | 1,059,997 |
For the Years Ended
December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | |||
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
||||||||||||
Loss on extinguishment of debt
|
1,557 | 1,292 | 3,052 | |||||||||
Depreciation and amortization
|
301,304 | 281,440 | 285,909 | |||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | |||||||||
Gain on sale of assets and unconsolidated ventures
|
(2,509 | ) | (2,241 | ) | (2,131 | ) | ||||||
Equity in (earnings) loss of unconsolidated ventures
|
(168 | ) | (440 | ) | 861 | |||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
775 | 405 | 3,752 | |||||||||
Amortization of deferred gain
|
(4,343 | ) | (4,345 | ) | (4,342 | ) | ||||||
Amortization of entrance fees
|
(24,397 | ) | (21,661 | ) | (22,025 | ) | ||||||
Proceeds from deferred entrance fee revenue
|
37,486 | 38,489 | 22,601 | |||||||||
Deferred income tax benefit
|
(33,295 | ) | (31,684 | ) | (89,498 | ) | ||||||
Change in deferred lease liability
|
10,521 | 15,851 | 20,585 | |||||||||
Change in fair value of derivatives and amortization
|
4,118 | (3,765 | ) | 68,146 | ||||||||
Change in future service obligation
|
(1,064 | ) | (2,342 | ) | ― | |||||||
Non-cash stock-based compensation
|
20,759 | 26,935 | 28,937 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
(7,956 | ) | 11,784 | (25,150 | ) | |||||||
Prepaid expenses and other assets, net
|
(22,050 | ) | (28,426 | ) | (12,664 | ) | ||||||
Accounts payable and accrued expenses
|
(11,775 | ) | 21,287 | 15,428 | ||||||||
Tenant refundable fees and security deposits
|
(3,158 | ) | (16,770 | ) | (1,293 | ) | ||||||
Deferred revenue
|
(1,735 | ) | 7,593 | (2,186 | ) | |||||||
Net cash provided by operating activities
|
228,244 | 237,220 | 136,767 | |||||||||
Cash Flows from Investing Activities
|
||||||||||||
(Increase) decrease in lease security deposits and lease acquisition deposits, net
|
(2,175 | ) | 2,441 | 3,481 | ||||||||
Decrease (increase) in cash and escrow deposits – restricted
|
4,705 | (64,540 | ) | (21,760 | ) | |||||||
Net proceeds from sale of assets
|
12,079 | 14,941 | 2,935 | |||||||||
Distributions received from unconsolidated ventures
|
97 | 1,061 | 3,916 | |||||||||
Additions to property, plant and equipment, and leasehold intangibles, net of related payables
|
(93,681 | ) | (117,453 | ) | (189,028 | ) | ||||||
Acquisition of assets, net of related payables and cash received
|
(57,948 | ) | (204,137 | ) | (6,731 | ) | ||||||
Payment on (issuance of) notes receivable, net
|
1,079 | (508 | ) | 39,362 | ||||||||
Investment in unconsolidated ventures
|
(660 | ) | (1,246 | ) | (2,779 | ) | ||||||
Proceeds from sale leaseback transaction
|
― | 9,166 | ― | |||||||||
Proceeds from sale of unconsolidated venture
|
675 | 8,843 | 4,165 | |||||||||
Other
|
(676 | ) | ― | ― | ||||||||
Net cash used in investing activities
|
(136,505 | ) | (351,432 | ) | (166,439 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from debt
|
414,795 | 157,039 | 511,344 | |||||||||
Repayment of debt and capital lease obligation
|
(476,527 | ) | (32,587 | ) | (255,489 | ) | ||||||
Proceeds from line of credit
|
60,000 | 60,446 | 339,453 | |||||||||
Repayment of line of credit
|
(60,000 | ) | (219,899 | ) | (378,000 | ) | ||||||
Payment of dividends
|
― | ― | (129,455 | ) | ||||||||
Payment of financing costs, net of related payables
|
(8,541 | ) | (8,700 | ) | (14,292 | ) | ||||||
Proceeds from public equity offering, net
|
― | 163,771 | ― | |||||||||
Cash portion of loss on extinguishment of debt
|
(179 | ) | ― | (1,240 | ) | |||||||
Other
|
(763 | ) | (931 | ) | (2,974 | ) |
Refundable entrance fees:
|
||||||||||||
Proceeds from refundable entrance fees
|
36,420 | 30,386 | 19,871 | |||||||||
Refunds of entrance fees
|
(21,060 | ) | (22,916 | ) | (19,150 | ) | ||||||
Recouponing and payment of swap termination
|
(20,427 | ) | ― | (58,140 | ) | |||||||
Purchase of treasury stock
|
― | ― | (29,187 | ) | ||||||||
Net cash (used in) provided by financing activities
|
(76,282 | ) | 126,609 | (17,259 | ) | |||||||
Net increase (decrease) in cash and cash equivalents
|
15,457 | 12,397 | (46,931 | ) | ||||||||
Cash and cash equivalents at beginning of year
|
66,370 | 53,973 | 100,904 | |||||||||
Cash and cash equivalents at end of year
|
$ | 81,827 | $ | 66,370 | $ | 53,973 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Current:
|
||||||||
Real estate taxes
|
$ | 10,165 | $ | 9,229 | ||||
Tenant security deposits
|
4,591 | 6,861 | ||||||
Insurance reserves
|
12,916 | 7,578 | ||||||
Replacement reserve and other
|
53,886 | 31,574 | ||||||
Subtotal
|
81,558 | 55,242 | ||||||
Long term:
|
||||||||
Insurance reserves
|
6,116 | 6,866 | ||||||
Debt service and other deposits
|
59,200 | 89,008 | ||||||
Subtotal
|
65,316 | 95,874 | ||||||
Total
|
$ | 146,874 | $ | 151,116 |
Asset Category
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
40
|
Furniture and equipment
|
3 – 7
|
Leasehold improvements
|
1 – 18
|
Resident lease intangibles
|
1 – 4
|
Leasehold operating intangibles
|
1 – 18
|
Assets under capital and financing leases
|
Shorter of the lease term or asset useful life
|
Asset Category
|
Estimated
Useful Life
(in years)
|
Facility purchase options
|
40
|
Management contracts and other
|
3 – 5
|
2010
|
2009
|
2008
|
||||||||||
Statement of Operations Data
|
||||||||||||
Total revenue
|
$ | 77,800 | $ | 100,854 | $ | 113,246 | ||||||
Expense
|
||||||||||||
Facility operating expense
|
51,791 | 63,068 | 73,126 | |||||||||
Depreciation and amortization
|
12,730 | 15,726 | 17,186 | |||||||||
Interest expense
|
13,153 | 19,616 | 17,975 | |||||||||
Other expense
|
662 | 1,684 | 2,475 | |||||||||
Total expense
|
78,336 | 100,094 | 110,762 | |||||||||
Interest income
|
24 | 3,834 | 3,932 | |||||||||
Net (loss) income
|
$ | (512 | ) | $ | 4,594 | $ | 6,416 |
2010
|
2009
|
|||||||
Balance Sheet Data
|
||||||||
Cash and cash equivalents
|
$ | 3,077 | $ | 1,912 | ||||
Property, plant and equipment, net
|
323,492 | 327,914 | ||||||
Other
|
115,189 | 119,456 | ||||||
Total assets
|
$ | 441,758 | $ | 449,282 | ||||
Accounts payable and accrued expenses
|
$ | 46,589 | $ | 47,829 | ||||
Long-term debt
|
265,825 | 267,435 | ||||||
Members’ equity
|
129,344 | 134,018 | ||||||
Total liabilities and members’ equity
|
$ | 441,758 | $ | 449,282 | ||||
Members’ equity consists of:
|
||||||||
Invested capital
|
$ | 265,232 | $ | 281,078 | ||||
Cumulative net loss
|
(19,380 | ) | (18,868 | ) | ||||
Cumulative distributions
|
(116,508 | ) | (128,192 | ) | ||||
Members’ equity
|
$ | 129,344 | $ | 134,018 |
2010
|
2009
|
|||||||
Land
|
$ | 273,214 | $ | 272,737 | ||||
Buildings and improvements
|
3,003,788 | 2,968,659 | ||||||
Furniture and equipment
|
382,488 | 334,553 | ||||||
Resident and leasehold operating intangibles
|
588,633 | 599,618 | ||||||
Construction in progress
|
16,463 | 17,702 | ||||||
Assets under capital and financing leases
|
650,174 | 606,224 | ||||||
4,914,760 | 4,799,493 | |||||||
Accumulated depreciation and amortization
|
(1,177,918 | ) | (941,719 | ) | ||||
Property, plant and equipment and leasehold intangibles, net
|
$ | 3,736,842 | $ | 3,857,774 |
Year Ending December 31,
|
Future
Amortization
|
|||
2011
|
$ | 42,817 | ||
2012
|
42,001 | |||
2013
|
39,967 | |||
2014
|
34,637 | |||
2015
|
32,700 | |||
Thereafter
|
91,059 | |||
Total
|
$ | 283,181 |
December 31, 2010
|
December 31, 2009
|
|||||||||||||||||||||||||||||||
Gross
Carrying
Amount
|
Adjustment
|
Accumulated
Impairment and Other Charges
|
Net
|
Gross
Carrying
Amount
|
Adjustment
|
Accumulated
Impairment and Other Charges
|
Net
|
|||||||||||||||||||||||||
Retirement Centers
|
$ | 7,642 | $ | — | $ | (487 | ) | $ | 7,155 | $ | 7,642 | $ | — | $ | (487 | ) | $ | 7,155 | ||||||||||||||
Assisted Living
|
102,680 | (142 | ) | — | 102,538 | 102,812 | (132 | ) | — | 102,680 | ||||||||||||||||||||||
CCRCs
|
214,999 | — | (214,999 | ) | — | 214,999 | — | (214,999 | ) | — | ||||||||||||||||||||||
Total
|
$ | 325,321 | $ | (142 | ) | $ | (215,486 | ) | $ | 109,693 | $ | 325,453 | $ | (132 | ) | $ | (215,486 | ) | $ | 109,835 |
December 31, 2010
|
December 31, 2009
|
|||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
|||||||||||||||||||
Community purchase options
|
$ | 147,782 | $ | (13,867 | ) | $ | 133,915 | $ | 147,682 | $ | (10,169 | ) | $ | 137,513 | ||||||||||
Management contracts and other
|
158,041 | (140,463 | ) | 17,578 | 158,041 | (109,323 | ) | 48,718 | ||||||||||||||||
Home health licenses
|
19,848 | — | 19,848 | 11,812 | — | 11,812 | ||||||||||||||||||
Total
|
$ | 325,671 | $ | (154,330 | ) | $ | 171,341 | $ | 317,535 | $ | (119,492 | ) | $ | 198,043 |
Year Ending December 31,
|
Future
Amortization
|
|||
2011
|
$ | 21,268 | ||
2012
|
3,690 | |||
2013
|
3,690 | |||
2014
|
3,690 | |||
2015
|
3,690 | |||
Thereafter
|
115,465 | |||
Total
|
$ | 151,493 |
2010
|
2009
|
|||||||
Notes receivable
|
$ | 21,682 | $ | 24,418 | ||||
Deferred costs, net
|
20,184 | 21,635 | ||||||
Lease security deposits
|
33,659 | 34,354 | ||||||
Other
|
23,448 | 12,400 | ||||||
Total
|
$ | 98,973 | $ | 92,807 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
Mortgage notes payable due 2011 through 2020; weighted average interest rate of 5.32% in 2010 (weighted average interest rate of 4.70% in 2009)
|
$ | 1,342,931 | $ | 1,416,732 | ||||
$150,000 Series A notes payable, secured by five communities and by a $3.0 million letter of credit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of interest only until August 2011 and payable in monthly installments of principal and interest through maturity in August 2013
|
150,000 | 150,000 | ||||||
Mortgages payable due 2012, weighted average interest rate of 5.64% in 2010 (weighted average interest rate of 5.64% in 2009), payable interest only through July 2010 and payable in monthly installments of principal and interest through maturity in July 2012 secured by the underlying assets of the portfolio, net of debt discount of $0.9 million
|
210,897 | 212,407 | ||||||
Discount mortgage note payable due 2013, weighted average interest rate of 2.55% in 2010, net of debt discount of $4.9 million (weighted average interest rate of 2.45% in 2009)
|
79,275 | 78,631 | ||||||
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae (weighted average interest rates of 1.73% and 1.84% at December 31, 2010 and 2009, respectively), due 2032, payable interest only until maturity, secured by the underlying assets of the portfolio
|
100,841 | 100,841 | ||||||
Capital and financing lease obligations payable through 2024; weighted average interest rate of 8.60% in 2010 (weighted average interest rate of 8.74% in 2009)
|
371,172 | 351,735 | ||||||
Mortgage note, bearing interest at a variable rate of LIBOR plus 0.70%, payable interest only through maturity in August 2012. The note is secured by 15 of the Company’s communities and a $11.5 million guaranty by the Company
|
315,180 | 315,180 | ||||||
Total debt
|
2,570,296 | 2,625,526 |
Less current portion
|
71,676 | 166,185 | ||||||
Total long-term debt
|
$ | 2,498,620 | $ | 2,459,341 |
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
2011
|
$ | 50,933 | $ | 54,773 | $ | 105,706 | ||||||
2012
|
670,703 | 57,178 | 727,881 | |||||||||
2013
|
734,050 | 56,855 | 790,905 | |||||||||
2014
|
148,346 | 56,235 | 204,581 | |||||||||
2015
|
37,976 | 55,638 | 93,614 | |||||||||
Thereafter
|
562,844 | 324,072 | 886,916 | |||||||||
Total obligations
|
2,204,852 | 604,751 | 2,809,603 | |||||||||
Less amount representing debt discount
|
(5,728 | ) | — | (5,728 | ) | |||||||
Less amount representing interest (8.60%)
|
— | (233,579 | ) | (233,579 | ) | |||||||
Total
|
$ | 2,199,124 | $ | 371,172 | $ | 2,570,296 |
Current notional balance
|
$ | 150,000 | ||
Highest possible notional
|
$ | 150,000 | ||
Lowest interest rate
|
0.87 | % | ||
Highest interest rate
|
0.87 | % | ||
Average fixed rate
|
0.87 | % | ||
Earliest maturity date
|
2013 | |||
Latest maturity date
|
2013 | |||
Weighted average original maturity
|
2.9 years
|
|||
Estimated liability fair value (included in other liabilities at December 31, 2009)
|
$ | (16,950 | ) | |
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 281 |
Current notional balance
|
$ | 925,865 | ||
Highest possible notional
|
$ | 925,865 | ||
Lowest interest cap rate
|
4.96 | % | ||
Highest interest cap rate
|
6.50 | % | ||
Average fixed cap rate
|
5.82 | % | ||
Earliest maturity date
|
2011 | |||
Latest maturity date
|
2012 | |||
Weighted average original maturity
|
3.2 years
|
|||
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 157 | ||
Estimated asset fair value (included in other assets at December 31, 2009)
|
$ | 1,221 |
2010
|
2009
|
|||||||
Salaries and wages
|
$ | 49,200 | $ | 50,385 | ||||
Insurance reserves
|
33,263 | 30,036 | ||||||
Real estate taxes
|
21,552 | 23,480 | ||||||
Vacation
|
21,434 | 20,033 | ||||||
Lease payable
|
8,704 | 8,350 | ||||||
Interest
|
7,358 | 6,878 | ||||||
Income taxes
|
1,946 | 1,519 | ||||||
Other
|
28,080 | 28,931 | ||||||
Total
|
$ | 171,537 | $ | 169,612 |
For the Years Ended
December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Cash basis payment
|
$ | 264,727 | $ | 260,590 | $ | 253,226 | ||||||
Straight-line expense
|
10,521 | 15,851 | 20,585 | |||||||||
Amortization of deferred gain
|
(4,343 | ) | (4,345 | ) | (4,342 | ) | ||||||
Facility lease expense
|
$ | 270,905 | $ | 272,096 | $ | 269,469 |
Number of Shares
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Outstanding on January 1,
|
3,915 | 3,543 | 3,020 | |||||||||
Granted
|
1,341 | 2,326 | 1,975 | |||||||||
Vested
|
(1,423 | ) | (1,321 | ) | (944 | ) | ||||||
Cancelled/forfeited
|
(293 | ) | (633 | ) | (508 | ) | ||||||
Outstanding on December 31,
|
3,540 | 3,915 | 3,543 |
Shares/Restricted Stock Units Granted
|
Value Per Share
|
Total Value
|
||||||||||
Three months ended March 31, 2010
|
64 | $17.95 - $18.19 | $1,151 | |||||||||
Three months ended June 30, 2010
|
1,146 | $16.85 - $21.36 | $19,312 | |||||||||
Three months ended September 30, 2010
|
51 | $14.18 - $14.75 | $720 | |||||||||
Three months ended December 31, 2010
|
80 | $16.70 - $18.78 | $1,503 |
Total Carrying
Value at
December 31,
2010
|
Quoted prices
in active
markets
(Level 1)
|
Significant
other observable
inputs
(Level 2)
|
Significant
unobservable
inputs
(Level 3)
|
|||||||||||||
Derivative assets
|
$ | 438 | $ | — | $ | 438 | $ | — | ||||||||
Derivative liabilities
|
— | — | — | — | ||||||||||||
$ | 438 | $ | — | $ | 438 | $ | — |
For the Years Ended December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Federal
|
||||||||||||
Current
|
$ | 626 | $ | 2,795 | $ | (77 | ) | |||||
Deferred
|
33,235 | 31,684 | 89,498 | |||||||||
33,861 | 34,479 | 89,421 | ||||||||||
State:
|
||||||||||||
Current
|
(2,429 | ) | (1,553 | ) | (2,690 | ) | ||||||
Deferred (included in Federal above)
|
― | ― | — | |||||||||
(2,429 | ) | (1,553 | ) | (2,690 | ) | |||||||
Total
|
$ | 31,432 | $ | 32,926 | $ | 86,731 |
For the Years Ended December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Tax benefit at U.S. statutory rate
|
$ | 28,117 | $ | 34,713 | $ | 160,990 | ||||||
Credits
|
3,354 | 2,088 | — | |||||||||
State taxes, net of federal income tax
|
1,634 | 3,002 | 16,449 | |||||||||
Unrecognized tax benefits
|
626 | 1,892 | — | |||||||||
Other, net
|
172 | (99 | ) | 152 | ||||||||
Goodwill impairment
|
― | ― | (83,850 | ) | ||||||||
Officer’s compensation
|
(2,197 | ) | (2,147 | ) | — | |||||||
Stock compensation
|
(137 | ) | (5,550 | ) | (3,682 | ) | ||||||
Valuation allowance
|
(137 | ) | (973 | ) | (3,328 | ) | ||||||
Total
|
$ | 31,432 | $ | 32,926 | $ | 86,731 |
2010
|
2009
|
|||||||
Deferred income tax assets:
|
||||||||
Operating loss carryforwards
|
$ | 165,617 | $ | 197,520 | ||||
Capital lease obligations
|
70,407 | 100,551 | ||||||
Prepaid revenue
|
48,713 | 42,604 | ||||||
Accrued expenses
|
46,111 | 40,788 | ||||||
Deferred lease liability
|
44,097 | 42,048 | ||||||
Tax credits
|
13,548 | 8,048 | ||||||
Deferred gain on sale leaseback
|
13,035 | 14,312 | ||||||
Fair value of interest rate swaps
|
— | 5,884 | ||||||
Total gross deferred income tax asset
|
401,528 | 451,755 | ||||||
Valuation allowance
|
(10,845 | ) | (10,708 | ) | ||||
Net deferred income tax assets
|
390,683 | 441,047 | ||||||
Deferred income tax liabilities:
|
||||||||
Property, plant and equipment
|
(478,023 | ) | (564,868 | ) | ||||
Fair value of interest rate swaps
|
(516 | ) | — | |||||
Other
|
(10,571 | ) | (8,804 | ) | ||||
Total gross deferred income tax liability
|
(489,110 | ) | (573,672 | ) | ||||
Net deferred tax liability
|
$ | (98,427 | ) | $ | (132,625 | ) |
2010
|
2009
|
|||||||
Deferred tax asset – current
|
$ | 15,529 | $ | 7,688 | ||||
Deferred tax liability – noncurrent
|
(113,956 | ) | (140,313 | ) | ||||
Net deferred tax liability
|
$ | (98,427 | ) | $ | (132,625 | ) |
Balance at January 1, 2010
|
$ | 2,398 | ||
Additions for tax positions related to the current year
|
320 | |||
Additions for tax positions related to prior years
|
— | |||
Reductions for tax positions related to prior years
|
(946 | ) | ||
Settlements
|
(175 | ) | ||
Balance at December 31, 2010
|
$ | 1,597 |
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
2010
|
2009
|
2008
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
Interest paid
|
$ | 132,425 | $ | 131,347 | $ | 148,377 | ||||||
Income taxes paid
|
$ | 2,223 | $ | 1,682 | $ | 1,591 | ||||||
Write-off of deferred financing costs
|
$ | 2,878 | $ | 2,725 | $ | — |
Supplemental Schedule of Noncash Operating, Investing and Financing Activities:
|
||||||||||||
De-consolidation of leased development property:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$ | ― | $ | (3,887 | ) | $ | (6,387 | ) | ||||
Long-term debt
|
― | 3,887 | 6,387 | |||||||||
Net
|
$ | — | $ | ― | $ | — | ||||||
Capital leases:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$ | 5,791 | $ | 18,236 | $ | 35,942 | ||||||
Long-term debt
|
(5,791 | ) | (18,236 | ) | (35,942 | ) | ||||||
Net
|
$ | — | $ | — | $ | — | ||||||
Lease Incentive:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$ | ― | $ | 1,237 | $ | ― | ||||||
Deferred liabilities
|
― | (1,237 | ) | ― | ||||||||
Net
|
$ | — | $ | — | $ | — | ||||||
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
Cash and escrow deposits-restricted
|
$ | — | $ | 1,404 | $ | — | ||||||
Prepaid expenses and other current assets
|
— | 10,573 | — | |||||||||
Property, plant and equipment and leasehold intangibles
|
52,900 | 285,488 | — | |||||||||
Other intangible assets, net
|
7,963 | 1,543 | 6,731 | |||||||||
Other assets, net
|
(2,870 | ) | 40 | — | ||||||||
Accrued expenses
|
(45 | ) | ― | ― | ||||||||
Other liabilities
|
— | (2,900 | ) | — | ||||||||
Long-term debt and capital and financing lease obligations
|
— | (92,011 | ) | — | ||||||||
Net
|
$ | 57,948 | $ | 204,137 | $ | 6,731 | ||||||
De-consolidation of an entity pursuant to FIN 46(R):
|
||||||||||||
Accounts receivable
|
$ | — | $ | — | $ | 92 | ||||||
Prepaid expenses and other current assets
|
— | — | 1,870 | |||||||||
Property, plant and equipment and leasehold intangibles, net
|
— | — | 36,613 | |||||||||
Other assets, net
|
— | — | 7 | |||||||||
Investment in unconsolidated ventures
|
— | — | 186 | |||||||||
Long-term debt
|
— | — | (29,159 | ) | ||||||||
Accrued expenses
|
— | — | (1,252 | ) | ||||||||
Trade accounts payable
|
— | — | (20 | ) | ||||||||
Tenant security deposits
|
— | — | (173 | ) | ||||||||
Refundable entrance fees and deferred revenue
|
— | — | (89 | ) | ||||||||
Additional paid-in-capital
|
— | — | (13,287 | ) | ||||||||
Accumulated deficit
|
— | — | 5,212 | |||||||||
Net
|
$ | — | $ | — | $ | — | ||||||
Reclassification of other intangibles, net
|
$ | — | $ | 141 | $ | — |
Year Ending December 31,
|
Operating
Leases
|
|||
2011
|
$ | 265,442 | ||
2012
|
262,182 | |||
2013
|
251,747 | |||
2014
|
226,040 | |||
2015
|
216,709 | |||
Thereafter
|
749,829 | |||
Total
|
$ | 1,971,949 |
For the Years Ended December 31,
|
||||||||||||
2010
|
2009
|
2008
|
||||||||||
Revenue
(1)
:
|
||||||||||||
Retirement Centers
|
$ | 530,161 | $ | 496,744 | $ | 497,453 | ||||||
Assisted Living
|
1,023,785 | 925,917 | 890,075 | |||||||||
CCRCs
|
653,727 | 593,688 | 533,532 | |||||||||
Management Services
|
5,591 | 6,719 | 6,994 | |||||||||
$ | 2,213,264 | $ | 2,023,068 | $ | 1,928,054 | |||||||
Segment Operating Income
(2)
:
|
||||||||||||
Retirement Centers
|
$ | 218,816 | $ | 213,608 | $ | 211,418 | ||||||
Assisted Living
|
361,926 | 324,969 | 299,431 | |||||||||
CCRCs
|
189,001 | 175,495 | 148,630 | |||||||||
Management Services
|
3,914 | 4,703 | 4,896 | |||||||||
773,657 | 718,775 | 664,375 |
General and administrative (including non-cash stock compensation expense)
(3)
|
130,032 | 132,848 | 138,821 | |||||||||
Facility lease expense
|
270,905 | 272,096 | 269,469 | |||||||||
Depreciation and amortization
|
292,341 | 271,935 | 276,202 | |||||||||
Facility lease termination expense
|
4,608 | ― | ― | |||||||||
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | ― | ||||||||
Goodwill and asset impairment
|
13,075 | 10,073 | 220,026 | |||||||||
Income (loss) from operations
|
$ | 65,994 | $ | 29,780 | $ | (240,143 | ) | |||||
As of December 31,
|
||||||||||||
2010 | 2009 | 2008 | ||||||||||
Total assets:
|
||||||||||||
Retirement Centers
|
$ | 1,132,934 | $ | 1,109,806 | $ | 1,094,180 | ||||||
Assisted Living
|
1,433,123 | 1,519,760 | 1,532,311 | |||||||||
CCRCs
|
1,632,755 | 1,690,121 | 1,476,206 | |||||||||
Corporate and Management Services
|
331,658 | 330,192 | 346,561 | |||||||||
$ | 4,530,470 | $ | 4,649,879 | $ | 4,449,258 |
(1)
|
All revenue is earned from external third parties in the United States.
|
(2)
|
Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization).
|
(3)
|
Net of general and administrative costs allocated to management services reporting segment.
|
For the Quarters Ended
|
||||||||||||||||
March 31,
2010
|
June 30,
2010
|
September 30,
2010
|
December 31,
2010
|
|||||||||||||
Revenues
|
$ | 544,424 | $ | 548,972 | $ | 558,464 | $ | 561,404 | ||||||||
Income from operations
(1)
|
15,838 | 23,744 | 8,640 | 17,772 | ||||||||||||
Loss before income taxes
|
(21,673 | ) | (14,886 | ) | (28,734 | ) | (15,040 | ) | ||||||||
Net loss
|
(14,295 | ) | (9,557 | ) | (16,913 | ) | (8,136 | ) | ||||||||
Weighted average basic and diluted loss per share
|
$ | (0.12 | ) | $ | (0.08 | ) | $ | (0.14 | ) | $ | (0.07 | ) | ||||
Weighted average shares used in computing basic and diluted loss per share
|
119,315 | 119,721 | 120,404 | 120,580 |
For the Quarters Ended
|
||||||||||||||||
March 31,
2009
|
June 30,
2009
|
September 30,
2009
|
December 31,
2009
|
|||||||||||||
Revenues
|
$ | 497,946 | $ | 500,757 | $ | 505,843 | $ | 518,522 | ||||||||
Income (loss) from operations
(1)
|
10,253 | 16,754 | 7,165 | (4,392 | ) | |||||||||||
Loss before income taxes
|
(22,748 | ) | (13,025 | ) | (28,619 | ) | (34,789 | ) | ||||||||
Net loss
|
(13,636 | ) | (10,530 | ) | (21,290 | ) | (20,799 | ) | ||||||||
Weighted average basic and diluted loss per share
|
$ | (0.13 | ) | $ | (0.10 | ) | $ | (0.18 | ) | $ | (0.18 | ) | ||||
Weighted average shares used in computing basic and diluted loss per share
|
101,738 | 106,042 | 118,455 | 118,653 |
(1)
|
Fourth quarter 2010 and 2009 results include non-cash impairment charges of $13.1 million and $10.1 million, respectively.
|
Additions
|
||||||||||||||||||||||||
Description
|
Balance at
Beginning of
Period
|
Charged to
costs and
expenses
|
Charged
To other
Accounts
|
Acquisitions
|
Deductions
|
Balance at
End of
Period
|
||||||||||||||||||
Deferred Tax Valuation Account:
|
||||||||||||||||||||||||
Year ended December 31, 2008
|
$ | 6,407 | $ | — | $ | 3,328 | (1) | $ | — | $ | — | $ | 9,735 | |||||||||||
Year ended December 31, 2009
|
$ | 9,735 | $ | — | $ | 973 | (2) | $ | — | $ | — | $ | 10,708 | |||||||||||
Year ended December 31, 2010
|
$ | 10,708 | $ | — | $ | 137 | (3) | $ | — | $ | — | $ | 10,845 |
|
(1)
|
Adjustment to valuation allowance for state net operating losses of $1,800. Establishment of valuation allowance against federal tax credits of $1,528.
|
|
(2)
|
Adjustment to valuation allowance for state net operating losses of $264. Establishment of valuation allowance against state tax credit of $709.
|
|
(3)
|
Adjustment to valuation allowance for state net operating losses of $137.
|
Plan category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
(1)
|
Weighted-average
exercise price of
outstanding
options, warrants
and, rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
(2)
|
Equity compensation plans approved by security holders
(3)
|
—
|
—
|
5,622,078
|
Equity compensation plans not approved by security holders
(4)
|
—
|
—
|
89,246
|
Total
|
—
|
—
|
5,711,324
|
|
(1)
|
In addition to options, warrants, and rights, our Omnibus Stock Incentive Plan allows awards to be made in the form of shares of restricted stock, restricted stock units or other forms of equity-based compensation. As of December 31, 2010, 3,539,751 shares of unvested restricted stock and 300,000 restricted stock units issued under our Omnibus Stock Incentive Plan were outstanding. Such shares and restricted stock units are not reflected in the table above.
|
|
(2)
|
The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 4,633,531 shares remaining available for future issuance under our Omnibus Stock Incentive Plan and 988,547 shares remaining available for future issuance under our Associate Stock Purchase Plan.
|
|
(3)
|
Under the terms of our Omnibus Stock Incentive Plan, the number of shares reserved and available for issuance will increase annually each January 1 by an amount equal to the lesser of (1) 400,000 shares or (2) 2% of the number of outstanding shares of our common stock on the last day of the immediately preceding fiscal year. Under the terms of our Associate Stock Purchase Plan, the number of shares reserved and available for issuance will automatically increase by 200,000 shares on the first day of each calendar year beginning January 1, 2010.
|
|
(4)
|
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-affiliated director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director
|
|
|
Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day’s closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.
|
|
1)
|
Our Audited Consolidated Financial Statements
|
|
Balance Sheets as of December 31, 2010 and 2009
|
|
Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
|
|
Statements of Stockholders’ Equity for the Years Ended December 31, 2010, 2009 and 2008
|
|
Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
2)
|
Exhibits – See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.
|
BROOKDALE SENIOR LIVING INC.
|
|||
By:
|
/s/ W.E. Sheriff
|
||
Name:
|
W.E. Sheriff
|
||
Title:
|
Chief Executive Officer
|
||
Date:
|
February 28, 2011
|
Signature
|
Title
|
Date
|
/s/ Wesley R. Edens
|
Chairman of the Board
|
February 28, 2011
|
Wesley R. Edens
|
||
/s/ W.E. Sheriff
|
Chief Executive Officer and Director
|
February 28, 2011
|
W.E. Sheriff
|
||
/s/ Mark W. Ohlendorf
|
Co-President and Chief Financial Officer
|
February 28, 2011
|
Mark W. Ohlendorf
|
(Principal Financial and Accounting Officer)
|
|
/s/ Frank M. Bumstead
|
Director
|
February 28, 2011
|
Frank M. Bumstead
|
||
/s/ Jackie M. Clegg
|
Director
|
February 28, 2011
|
Jackie M. Clegg
|
||
/s/ Jeffrey R. Leeds
|
Director
|
February 28, 2011
|
Jeffrey R. Leeds
|
||
/s/ Randal A. Nardone
|
Director
|
February 28, 2011
|
Randal A. Nardone
|
||
/s/ Mark J. Schulte
|
Director
|
February 28, 2011
|
Mark J. Schulte
|
||
/s/ James R. Seward
|
Director
|
February 28, 2011
|
James R. Seward
|
||
/s/ Samuel Waxman
|
Director
|
February 28, 2011
|
Samuel Waxman
|
Exhibit No.
|
Description
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2010).
|
3.2
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 19, 2010).
|
4.1
|
Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) (No. 333-127372) filed on November 7, 2005).
|
4.2
|
Stockholders Agreement, dated as of November 28, 2005, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Brookdale Acquisition LLC, Fortress Investment Trust II and Health Partners (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 31, 2006).
|
4.3
|
Amendment No. 1 to Stockholders Agreement, dated as of July 25, 2006, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Registered Investment Trust, Fortress Brookdale Investment Fund LLC, FRIT Holdings LLC, and FIT Holdings LLC (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2006).
|
4.4
|
Amendment Number Two to Stockholders Agreement, dated as of November 4, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2009).
|
10.1
|
Consent to Change of Control and Third Amendment to Master Lease, dated April 1, 2006, by and between Health Care Property Investors, Inc., Texas HCP Holding, L.P., ARC Richmond Place Real Estate Holdings, LLC, ARC Holland Real Estate Holdings, LLC, ARC Sun City Center Real Estate Holdings, LLC, and ARC LaBarc Real Estate Holdings, LLC, on the one hand, and Fort Austin Limited Partnership, ARC Santa Catalina, Inc., ARC Richmond Place, Inc., Freedom Village of Holland, Michigan, Freedom Village of Sun City Center, Ltd., LaBarc, L.P. and Park Place Investments, LLC, on the other hand, and ARCPI Holdings, Inc. and American Retirement Corporation (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2006).
|
10.2
|
Second Amended and Restated Master Lease Agreement, dated as of April 7, 2006, among Health Care REIT, Inc., HCRI North Carolina Properties III, Limited Partnership, HCRI Tennessee Properties, Inc., HCRI Indiana Properties, LLC, HCRI Wisconsin Properties, LLC, and HCRI Texas Properties, Ltd., and Alterra Healthcare Corporation (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (No. 333-135030) filed on June 14, 2006).
|
10.3.1
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting; No Dividends) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
10.3.2
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting; With Dividends) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
10.3.3
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Performance/Time-Vesting; With Dividends) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
10.3.4
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Performance/Time-Vesting; No Dividends) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
10.4
|
Separation Agreement and General Release, dated February 7, 2008, between Brookdale Senior Living Inc. and Mark J. Schulte (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2008).*
|
10.5
|
Brookdale Senior Living Inc. Associate Stock Purchase Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2008).*
|
10.6.1
|
Second Amended and Restated Credit Agreement, dated as of February 27, 2009,
among Brookdale Senior Living Inc., certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
10.6.2
|
Pledge Agreement, dated as of February 27, 2009, among Brookdale Senior Living Inc., certain of its subsidiaries, and Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
10.6.3
|
Security Agreement, dated as of February 27, 2009, among certain subsidiaries of Brookdale Senior Living Inc. and Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
10.6.4
|
First Amendment, dated as of June 1, 2009, to the Second Amended and Restated Credit Agreement, dated as of February 27, 2009, among the Company, certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2009).
|
10.7
|
Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated effective June 23, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 23, 2009).*
|
10.8
|
Employment Agreement, dated as of June 23, 2009, by and between Brookdale Senior Living Inc. and W.E. Sheriff (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2009).*
|
10.9
|
Restricted Stock Unit Agreement, dated as of June 23, 2009, by and between Brookdale Senior Living Inc. and W.E. Sheriff (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 26, 2009).*
|
10.10
|
Summary of Brookdale Senior Living Inc. Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (No. 333-160354) filed on June 30, 2009).*
|
10.11
|
First Amendment to Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated, effective as of October 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2009).*
|
10.12.1
|
Credit Agreement, dated as of February 23, 2010, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on February 26, 2010).
|
10.12.2
|
First Amendment, dated as of May 5, 2010, to the Credit Agreement, dated as of February 23, 2010, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010).
|
10.13
|
Form of Severance Letter and Brookdale Senior Living Inc. Severance Pay Policy, Tier I (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010).*
|
10.14
|
Amended and Restated Credit Agreement, dated as of January 31, 2011, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2011).
|
10.15
|
First Amendment, dated as of February 23, 2011, to Amended and Restated Credit Agreement, dated as of January 31, 2011, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto.
|
10.16
|
Form of Indemnification Agreement for Directors and Officers.*
|
21
|
Subsidiaries of the Registrant.
|
23
|
Consent of Ernst & Young LLP.
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document.**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
*
|
Management Contract or Compensatory Plan
|
**
|
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
ADMINISTRATIVE AGENT:
|
GENERAL ELECTRIC CAPITAL
|
|||
CORPORATION
, as Administrative Agent
|
||||
By: | /s/ David Harper | |||
Name:
|
David Harper | |||
Title:
|
Authorized Signatory |
BORROWERS:
|
BLC ATRIUM-JACKSONVILLE SNF,
|
LLC
, a Delaware limited liability
|
|
company
|
|
BLC WESTWOOD, LLC,
a Delaware
|
|
limited liability company
|
|
BLC JACKSON OAKS, LLC,
a Delaware
|
|
limited liability company
|
|
CAROLINA HOUSE OF BLUFFTON,
|
|
LLC,
a North Carolina limited liability
|
|
company
|
|
CAROLINA HOUSE OF HILTON
|
|
HEAD, LLC,
a North Carolina limited
|
|
liability company
|
|
ARC HDV, LLC,
a Tennessee limited
|
|
liability company
|
|
AHC STERLING HOUSE OF
|
|
HARBISON, LLC,
a Delaware limited
|
|
liability company
|
|
AHC PROPERTIES, INC.,
a Delaware
|
|
corporation
|
|
BROOKDALE PLACE OF BATH, LLC,
|
|
a Delaware limited liability company
|
|
BKD KANSAS PROPERTIES, LLC,
|
|
a Delaware limited liability company
|
|
BLC WELLINGTON-CLEVELAND,
|
|
LLC,
a Delaware limited liability company
|
|
BLC WELLINGTON-COLONIAL
|
|
HEIGHTS, LLC,
a Delaware limited
|
|
liability company
|
|
BLC WELLINGTON-GARDENS, LLC,
|
|
a Delaware limited liability company
|
|
AHC SOUTHLAND-ORMOND BEACH,
|
|
LLC,
a Delaware limited liability company
|
|
AHC MONROE TOWNSHIP, LLC,
|
|
a Delaware limited liability company
|
By:
|
/s/ George T. Hicks | ||
Name: George T. Hicks
|
|||
Title: Executive Vice President
|
BLC ADRIAN-GC, LLC,
|
|
a Delaware limited liability company
|
|
BLC LAS VEGAS-GC, LLC,
|
|
a Delaware limited liability company
|
|
BLC BELLEVILLE-GC, LLC,
|
|
a Delaware limited liability company
|
|
BLC FINDLAY-GC, LLC,
|
|
a Delaware limited liability company
|
|
BLC WELLINGTON-KINGSTON, LLC,
|
|
a Delaware limited liability company
|
|
BLC WELLINGTON-JOHNSON CITY,
|
|
LLC,
a Delaware limited liability company
|
By:
|
/s/ George T. Hicks | ||
Name: George T. Hicks
|
|||
Title: Executive Vice President
|
GUARANTOR:
|
BROOKDALE SENIOR LIVING INC.
,
|
||
a Delaware corporation
|
|||
By:
|
/s/ George T. Hicks | ||
Name: George T. Hicks
|
|||
Title: Executive Vice President
|
LENDERS:
|
GENERAL ELECTRIC CAPITAL
|
|||
CORPORATION
|
||||
By: | /s/ David Harper | |||
Name:
|
David Harper | |||
Title:
|
Authorized Signatory |
BANK OF AMERICA, N.A.
|
||||
By: | /s/ Zubin R. Shroff | |||
Name:
|
Zubin R. Shroff | |||
Title:
|
Director |
FIFTEENTH INVESTMENT HFS LIMITED
|
||||
By: | /s/ Steve Ruth /s/ Shehzaad Sacranie | |||
Name:
|
Steve Ruth Shehzaad Sacranie | |||
Title:
|
Chief Investment Officer Authorized Signatory |
ROYAL BANK OF CANADA
|
||||
By: | /s/ Dan LePage | |||
Name:
|
Dan LePage | |||
Title:
|
Authorized Signatory |
|
(a)
|
Change in Control
: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Fortress Investment Group LLC and its affiliates and other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company’s assets.
|
|
(b)
|
Claim
: means any threatened, asserted, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative
|
|
(c)
|
Expenses
: include attorneys’ fees and all other direct or indirect costs, expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, prosecuting, defending, being a witness in or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event, and shall include (without limitation) all attorneys’ fees and all other expenses incurred by or on behalf of an Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement or any other right provided by this Agreement (including, without limitation, such fees or expenses incurred in connection with legal proceedings contemplated by Section 2(d) hereof).
|
|
(d)
|
Indemnifiable Amounts
: means (i) any and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes or amounts paid in settlement) arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise).
|
|
(e)
|
Indemnifiable Event
: means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director and/or officer or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, manager, member, partner, tax matter partner, trustee, agent, fiduciary or similar capacity, of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). The term “Company”, where the context requires when used in this Agreement, may be construed to include such other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise.
|
|
(f)
|
Indemnitee-Related Entities
: means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of Expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation.
|
|
(g)
|
Independent Legal Counsel
: means an attorney or firm of attorneys (following a Change in Control, selected in accordance with the provisions of Section 3 hereof) who is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
|
|
(h)
|
Jointly Indemnifiable Claim
: means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or
|
|
(i)
|
Reviewing Party
: means any appropriate person or body consisting of a member or members of the Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
|
|
(j)
|
Voting Securities
: means any securities of the Company which vote generally in the election of directors.
|
|
(a)
|
In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, and hold Indemnitee harmless against any and all Indemnifiable Amounts.
|
|
(b)
|
If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses incurred by Indemnitee (an “Expense Advance”). The Company shall, in accordance with such request (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Subject to Section 2(d), Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any prior determination by the Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification.
|
|
(c)
|
Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless (i) the Company has joined in or the Board of Directors has authorized or consented to the initiation of such Claim or (ii) the Claim is one to enforce Indemnitee’s rights under this Agreement.
|
|
(d)
|
Notwithstanding the foregoing, (i) the indemnification obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written legal opinion, in any case in which the Independent Legal Counsel is involved as required by Section 3 hereof) that
|
BROOKDALE SENIOR LIVING INC. | |||
By:
|
|||
Name:
|
|||
Title:
|
|||
[Indemnitee]
|
|||
SUBSIDIARY
|
JURISDICTION
OF
INCORPORATION
OR FORMATION
|
Abingdon Place of Gastonia LP
|
NC
|
Abingdon Place of Greensboro LP
|
NC
|
Abingdon Place of Lenoir LP
|
NC
|
AH Battery Park Owner LLC
|
OH
|
AH Illinois Huntley Member LLC
|
OH
|
AH Illinois Huntley Owner LLC
|
OH
|
AH Illinois Owner LLC
|
DE
|
AH North Carolina Owner LLC
|
DE
|
AH Ohio Columbus Owner LLC
|
DE
|
AH Texas CGP Inc
|
OH
|
AH Texas Owner Limited Partnership
|
OH
|
AH Texas Subordinated LLC
|
OH
|
AHC ALS FM Holding Company LLC
|
DE
|
AHC Bayside Inc
|
DE
|
AHC Clare Bridge of Gainesville LLC
|
DE
|
AHC Exchange Corporation
|
DE
|
AHC Florham Park LLC
|
DE
|
AHC Monroe Township LLC
|
DE
|
AHC Niagara LLC
|
NY
|
AHC PHN I Inc
|
DE
|
AHC Properties Inc
|
DE
|
AHC Purchaser Inc
|
DE
|
AHC Purchaser Parent LLC
|
DE
|
AHC Richland Hills LLC
|
DE
|
AHC Shoreline Inc
|
DE
|
AHC Southland Lakeland LLC
|
DE
|
AHC Southland Longwood LLC
|
DE
|
AHC Southland Melbourne LLC
|
DE
|
AHC Southland Ormond Beach LLC
|
DE
|
AHC Sterling House of Brighton LLC
|
DE
|
AHC Sterling House of Corsicana LLC
|
DE
|
AHC Sterling House of Fairfield LLC
|
DE
|
AHC Sterling House of Gainesville LLC
|
DE
|
AHC Sterling House of Greenville LLC
|
DE
|
AHC Sterling House of Harbison LLC
|
DE
|
AHC Sterling House of Jacksonville LLC
|
DE
|
AHC Sterling House of Lehigh Acres LLC
|
DE
|
AHC Sterling House of Lewisville LLC
|
DE
|
AHC Sterling House of Mansfield LLC
|
DE
|
AHC Sterling House of Newark LLC
|
DE
|
AHC Sterling House of Oklahoma City West LLC
|
DE
|
AHC Sterling House of Panama City LLC
|
DE
|
AHC Sterling House of Port Charlotte LLC
|
DE
|
AHC Sterling House of Punta Gorda LLC
|
DE
|
AHC Sterling House of Urbana LLC
|
DE
|
AHC Sterling House of Venice LLC
|
DE
|
AHC Sterling House of Washington Township LLC
|
DE
|
AHC Sterling House of Weatherford LLC
|
DE
|
AHC Sterling House of Youngstown LLC
|
DE
|
AHC Trailside LLC
|
DE
|
AHC Villas of Albany Residential LLC
|
DE
|
AHC Villas of the Atrium LLC
|
DE
|
AHC Villas Wynwood of Courtyard Albany LLC
|
DE
|
AHC Villas Wynwood of River Place LLC
|
DE
|
AHC Wynwood of Rogue Valley LLC
|
DE
|
AHC/ALS FM Holding Company LLC
|
DE
|
Alabama Somerby LLC
|
DE
|
ALS Clare Bridge Inc
|
DE
|
ALS Kansas Inc
|
DE
|
ALS Leasing Inc
|
DE
|
ALS National Inc
|
DE
|
ALS National SPE I Inc
|
DE
|
ALS North America Inc
|
DE
|
ALS Olathe I Inc
|
DE
|
ALS Properties Holding Company LLC
|
DE
|
ALS Properties Tenant I LLC
|
DE
|
ALS Properties Tenant II LLC
|
DE
|
ALS Stonefield Inc
|
DE
|
ALS Venture II Inc
|
DE
|
ALS Wisconsin Holdings Inc
|
DE
|
ALS Wovenhearts Inc
|
DE
|
Alternative Living Services Home Care Inc
|
NY
|
Alternative Living Services New York Inc
|
DE
|
American Retirement Corporation
|
TN
|
Arbors of Santa Rosa LLC
|
DE
|
ARC Air Force Village LP
|
TN
|
ARC Aurora LLC
|
TN
|
ARC Bahia Oaks Inc
|
TN
|
ARC Bay Pines Inc
|
TN
|
ARC Belmont LLC
|
TN
|
ARC Boca Raton Inc
|
TN
|
ARC Boynton Beach LLC
|
TN
|
ARC Bradenton HC Inc
|
TN
|
ARC Bradenton Management Inc
|
TN
|
ARC Bradenton RC Inc
|
TN
|
ARC Brandywine GP LLC
|
TN
|
ARC Brandywine LP
|
DE
|
ARC Brookmont Terrace Inc
|
TN
|
ARC Carriage Club of Jacksonville Inc
|
TN
|
ARC Castle Hills LP
|
TN
|
ARC Charlotte Inc
|
TN
|
ARC Cleveland Heights LLC
|
TN
|
ARC Cleveland Park LLC
|
TN
|
ARC Coconut Creek LLC
|
TN
|
ARC Coconut Creek Management Inc
|
TN
|
ARC Corpus Christi LLC
|
TN
|
ARC Countryside LLC
|
TN
|
ARC Creative Marketing LLC
|
TN
|
ARC Cypress LLC
|
TN
|
ARC Cypress Station LP
|
TN
|
ARC Deane Hill LLC
|
TN
|
ARC Delray Beach LLC
|
TN
|
ARC Denver Monaco LLC
|
DE
|
ARC Epic Holding Company Inc
|
TN
|
ARC FM GP Holding Inc
|
DE
|
ARC FM Holding Company LLC
|
DE
|
ARC FM Limited LLC
|
DE
|
ARC Fort Austin Properties LLC
|
TN
|
ARC Freedom LLC
|
TN
|
ARC Freedom Square LLC
|
DE
|
ARC Freedom Square Management Inc
|
TN
|
ARC Galleria Woods Inc
|
TN
|
ARC Greenwood Village Inc
|
TN
|
ARC Hampton Post Oak Inc
|
TN
|
ARC HDV LLC
|
TN
|
ARC Heritage Club Inc
|
TN
|
ARC Holland Inc
|
TN
|
ARC Holley Court LLC
|
TN
|
ARC Holley Court Management Inc
|
TN
|
ARC Homewood Corpus Christi LP
|
TN
|
ARC Homewood Victoria Inc
|
TN
|
ARC Imperial Plaza LLC
|
TN
|
ARC Imperial Services Inc
|
TN
|
ARC Lady Lake Inc
|
TN
|
ARC Lakeway ALF Holding Company LLC
|
DE
|
ARC Lakeway II LP
|
TN
|
ARC Lakeway LP
|
TN
|
ARC Lakeway SNF LLC
|
TN
|
ARC Lakewood LLC
|
TN
|
ARC Lowry LLC
|
TN
|
ARC Management Corporation
|
TN
|
ARC Management LLC
|
TN
|
ARC Minnetonka LLC
|
DE
|
ARC Naples LLC
|
TN
|
ARC Northwest Hills Limited Partnership
|
TN
|
ARC Oakhurst Inc
|
TN
|
ARC Overland Park LLC
|
DE
|
ARC Park Regency Inc
|
TN
|
ARC Parklane Inc
|
TN
|
ARC Partners II Inc
|
TN
|
ARC Pearland LP
|
TN
|
ARC Pecan Park LP
|
TN
|
ARC Pecan Park Padgett Inc
|
TN
|
ARC Peoria II Inc
|
TN
|
ARC Peoria LLC
|
TN
|
ARC Pharmacy Services LLC
|
TN
|
ARC Pinegate LP
|
TN
|
ARC Post Oak LP
|
TN
|
ARC Richmond Heights LLC
|
TN
|
ARC Richmond Heights SNF LLC
|
TN
|
ARC Richmond Place Inc
|
DE
|
ARC Rossmoor Inc
|
TN
|
ARC Roswell LLC
|
DE
|
ARC Santa Catalina Inc
|
TN
|
ARC SCC Inc
|
TN
|
ARC Scottsdale LLC
|
TN
|
ARC Shadowlake LP
|
TN
|
ARC Shavano LP
|
TN
|
ARC Shavano Park Inc
|
TN
|
ARC Somerby Holdings Inc
|
TN
|
ARC Spring Shadow LP
|
TN
|
ARC Sun City Center Inc
|
TN
|
ARC Sun City Golf Course Inc
|
TN
|
ARC Sun City West LLC
|
DE
|
ARC Sweet Life Rosehill LLC
|
TN
|
ARC Sweet Life Shawnee LLC
|
TN
|
ARC Tanglewood GP LLC
|
DE
|
ARC Tanglewood LP
|
DE
|
ARC Tarpon Springs Inc
|
TN
|
ARC Tennessee GP Inc
|
TN
|
ARC Therapy Services LLC
|
TN
|
ARC Tucson LLC
|
DE
|
ARC Vegas LLC
|
DE
|
ARC Victoria LP
|
TN
|
ARC Villages IL LLC
|
DE
|
ARC Westlake Village Inc
|
TN
|
ARC Westlake Village SNF LLC
|
DE
|
ARC Westover Hills LP
|
TN
|
ARC Willowbrook LP
|
TN
|
ARC Willowbrook ME LLC
|
TN
|
ARC Wilora Assisted Living LLC
|
TN
|
ARC Wilora Lake Inc
|
TN
|
ARCLP Charlotte LLC
|
TN
|
ARCLP Holdings LLC
|
TN
|
ARCPI Holdings Inc
|
DE
|
Asheville Manor LP
|
NC
|
Assisted Living Properties Inc
|
KS
|
BKD Arbors of Santa Rosa LLC
|
DE
|
BKD Brookdale Place of Brookfield, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City LLC
|
DE
|
BKD Clare Bridge of Oklahoma City SW LLC
|
DE
|
BKD Clare Bridge of Olympia LLC
|
DE
|
BKD Clare Bridge of Spokane LLC
|
DE
|
BKD Clare Bridge of Wichita LLC
|
DE
|
BKD Cortona Park LLC
|
DE
|
BKD Freedom Plaza Arizona - Peoria LLC
|
DE
|
BKD Gaines Ranch LLC
|
DE
|
BKD Germantown LLC
|
DE
|
BKD HCR Master Lease 3 Tenant LLC
|
DE
|
BKD Kansas Properties LLC
|
DE
|
BKD Lebanon/Southfield LLC
|
DE
|
BKD Personal Assistance Services LLC
|
DE
|
BKD PHS Investor LLC
|
DE
|
BKD Robin Run Real Estate Inc
|
DE
|
BKD Sterling House of Bloomington LLC
|
DE
|
BKD Sterling House of Cedar Hills LLC
|
DE
|
BKD Sterling House of Colorado Springs Briargate LLC
|
DE
|
BKD Sterling House of Deland LLC
|
DE
|
BKD Sterling House of Denton Parkway LLC
|
DE
|
BKD Sterling House of Duncan LLC
|
DE
|
BKD Sterling House of Edmond LLC
|
DE
|
BKD Sterling House of Enid LLC
|
DE
|
BKD Sterling House of Junction City LLC
|
DE
|
BKD Sterling House of Kokomo LLC
|
DE
|
BKD Sterling House of Lawton LLC
|
DE
|
BKD Sterling House of Loveland Orchards LLC
|
DE
|
BKD Sterling House of Merrillville LLC
|
DE
|
BKD Sterling House of Midwest City LLC
|
DE
|
BKD Sterling House of Oklahoma City North LLC
|
DE
|
BKD Sterling House of Oklahoma City South LLC
|
DE
|
BKD Sterling House of Palestine LLC
|
DE
|
BKD Sterling House of Ponca City LLC
|
DE
|
BKD Sterling House of Waxahachie LLC
|
DE
|
BKD Sterling House of Wichita Tallgrass LLC
|
DE
|
BKD Wynwood of Madison West Real Estate, LLC
|
DE
|
BKD Wynwood of Richboro Northampton LLC
|
DE
|
BLC Acquisitions Inc
|
DE
|
BLC Adrian GC LLC
|
DE
|
BLC Albuquerque GC LLC
|
DE
|
BLC Atrium at San Jose LLC
|
DE
|
BLC Atrium at San Jose LP
|
DE
|
BLC Atrium Jacksonville LLC
|
DE
|
BLC Atrium Jacksonville SNF LLC
|
DE
|
BLC Belleville GC LLC
|
DE
|
BLC Brendenwood LLC
|
DE
|
BLC Bristol GC LLC
|
DE
|
BLC Brookdale Place of San Marcos LLC
|
DE
|
BLC Brookdale Place of San Marcos LP
|
DE
|
BLC Cedar Springs LLC
|
DE
|
BLC Chancellor Lodi Inc
|
DE
|
BLC Chancellor Lodi LH LLC
|
DE
|
BLC Chancellor Lodi LP
|
DE
|
BLC Chancellor Murrieta Inc
|
DE
|
BLC Chancellor Murrieta LH LLC
|
DE
|
BLC Chancellor Murrieta LP
|
DE
|
BLC Chancellor Windsor Inc
|
DE
|
BLC Chancellor Windsor LP
|
DE
|
BLC Chatfield LLC
|
DE
|
BLC Club Hill LP
|
DE
|
BLC Crystal Bay LLC
|
DE
|
BLC Cypress Village LLC
|
DE
|
BLC Dayton GC LLC
|
DE
|
BLC Devonshire of Hoffman Estates LLC
|
DE
|
BLC Devonshire of Lisle LLC
|
DE
|
BLC Edina Park Plaza LLC
|
DE
|
BLC Emerald Crossings LLC
|
DE
|
BLC Farmington Hills GC LLC
|
DE
|
BLC Federal Way LH LLC
|
DE
|
BLC Federal Way LLC
|
DE
|
BLC Finance I LLC
|
DE
|
BLC Findlay GC LLC
|
DE
|
BLC Fort Myers GC LLC
|
DE
|
BLC Foxwood Springs LLC
|
DE
|
BLC Gables at Farmington LLC
|
DE
|
BLC Gables Monrovia Inc
|
DE
|
BLC Gables Monrovia LP
|
DE
|
BLC Gardens Chino Inc
|
DE
|
BLC Gardens Chino LH LLC
|
DE
|
BLC Gardens Chino LP
|
DE
|
BLC Gardens Santa Monica Inc
|
DE
|
BLC Gardens Santa Monica LH LLC
|
DE
|
BLC Gardens Santa Monica LP
|
DE
|
BLC Gardens Tarzana Holding LLC
|
DE
|
BLC Gardens Tarzana Inc
|
DE
|
BLC Gardens Tarzana LLC
|
DE
|
BLC Gardens Tarzana LP
|
DE
|
BLC GC Member LLC
|
DE
|
BLC GC Texas LP
|
DE
|
BLC GFB Member LLC
|
DE
|
BLC Glenwood Gardens AL LH LLC
|
DE
|
BLC Glenwood Gardens AL LP
|
DE
|
BLC Glenwood Gardens Inc
|
DE
|
BLC Glenwood Gardens SNF Inc
|
DE
|
BLC Glenwood Gardens SNF LH LLC
|
DE
|
BLC Glenwood Gardens SNF LP
|
DE
|
BLC Hawthorne Lakes LLC
|
DE
|
BLC Inn at the Park Inc
|
DE
|
BLC Inn at the Park LP
|
DE
|
BLC Island Lake LLC
|
DE
|
BLC Jackson Oaks LLC
|
DE
|
BLC Kansas City GC LLC
|
DE
|
BLC Kenwood of Lake View LLC
|
DE
|
BLC Las Vegas GC LLC
|
DE
|
BLC The Fairways LH LLC
|
DE
|
BLC The Fairways LLC
|
DE
|
BLC The Gables at Brighton LLC
|
DE
|
BLC The Hallmark LLC
|
DE
|
BLC The Heritage of Des Plaines LLC
|
DE
|
BLC The Willows LLC
|
DE
|
BLC Victorian Manor LLC
|
DE
|
BLC Village at Skyline LLC
|
DE
|
BLC Wellington Athens LLC
|
DE
|
BLC Wellington Cleveland LLC
|
DE
|
BLC Wellington Colonial Heights LLC
|
DE
|
BLC Wellington FM Holding Company LLC
|
DE
|
BLC Wellington Fort Walton Beach LLC
|
DE
|
BLC Wellington Gardens LLC
|
DE
|
BLC Wellington Greeneville TN LLC
|
DE
|
BLC Wellington Greenville MS LLC
|
DE
|
BLC Wellington Hampton Cove LLC
|
DE
|
BLC Wellington Hixson LLC
|
DE
|
BLC Wellington Johnson City LLC
|
DE
|
BLC Wellington Kennesaw LLC
|
DE
|
BLC Wellington Kingston LLC
|
DE
|
BLC Wellington Maryville LLC
|
DE
|
BLC Wellington Newport LLC
|
DE
|
BLC Wellington Sevierville LLC
|
DE
|
BLC Wellington Shoals LLC
|
DE
|
BLC Westwood LLC
|
DE
|
BLC Williamsburg LLC
|
DE
|
BLC Windsor Place LLC
|
DE
|
BLC Woodside Terrace LLC
|
DE
|
BLC Woodside Terrace LP
|
DE
|
Brookdale Chancellor Inc
|
DE
|
Brookdale Corporate LLC
|
DE
|
Brookdale Development LLC
|
DE
|
Brookdale F&B LLC
|
DE
|
Brookdale Gardens Holding I LLC
|
DE
|
Brookdale Gardens Holding II LLC
|
DE
|
Brookdale Gardens Holding III LLC
|
DE
|
Brookdale Gardens Inc
|
DE
|
Brookdale Liberty Inc
|
DE
|
Brookdale Living Communities GC LLC
|
DE
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Brookdale Living Communities GC Texas Inc
|
DE
|
Brookdale Living Communities Inc
|
DE
|
Brookdale Living Communities of Florida Inc
|
DE
|
Brookdale Living Communities of Florida PB LLC
|
DE
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Brookdale Living Communities of Florida PO LLC
|
DE
|
Brookdale Living Communities of Illinois DNC LLC
|
DE
|
Brookdale Living Communities of Illinois GE Inc
|
DE
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Brookdale Living Communities of Illinois GV LLC
|
DE
|
Brookdale Living Communities of Illinois Huntley LLC
|
DE
|
Brookdale Living Communities of Missouri CC LLC
|
DE
|
Brookdale Living Communities of New York BPC Inc
|
DE
|
Brookdale Living Communities of North Carolina Inc
|
DE
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Brookdale Living Communities of Ohio SP LLC
|
DE
|
Brookdale Living Communities of Pennsylvania ML Inc
|
DE
|
Brookdale Living Communities of Texas Club Hill LLC
|
DE
|
Brookdale Management Akron LLC
|
DE
|
Brookdale Management DP LLC
|
DE
|
Brookdale Management Holding LLC
|
DE
|
Brookdale Management II LLC
|
DE
|
Brookdale Management of California LLC
|
DE
|
Brookdale Management of Florida PO LLC
|
DE
|
Brookdale Management of Illinois GV LLC
|
DE
|
Brookdale Management of Texas LP
|
DE
|
Brookdale Operations LLC
|
DE
|
Brookdale Palce at Fall Creek LLC
|
DE
|
Brookdale Place at Finneytown LLC
|
DE
|
Brookdale Place at Kenwood LLC
|
DE
|
Brookdale Place at Oakwood LLC
|
DE
|
Brookdale Place at Willow Lake LLC
|
DE
|
Brookdale Place of Albuquerque LLC
|
DE
|
Brookdale Place of Ann Arbor LLC
|
DE
|
Brookdale Place of Augusta LLC
|
DE
|
Brookdale Place of Bath LLC
|
DE
|
Brookdale Place of Colorado Springs LLC
|
DE
|
Brookdale Place of Englewood LLC
|
DE
|
Brookdale Place of South Charlotte LLC
|
DE
|
Brookdale Place of West Hartford LLC
|
DE
|
Brookdale Place of Wilton LLC
|
DE
|
Brookdale Place of Wooster LLC
|
DE
|
Brookdale Provident Management LLC
|
DE
|
Brookdale Provident Properties LLC
|
DE
|
Brookdale Real Estate LLC
|
DE
|
Brookdale Senior Housing LLC
|
DE
|
Brookdale Senior Living Communities Inc (f/k/a Alterra Healthcare Corporation)
|
DE
|
Brookdale Services of New Jersey CC LLC
|
DE
|
Brookdale Vehicle Holding LLC
|
DE
|
Brookdale Wellington Inc
|
DE
|
Brookdale Wellington Lessee Inc
|
DE
|
Burlington Manor ALZ LLC
|
NC
|
Burlington Manor LLC
|
NC
|
Carolina House of Asheboro LLC
|
NC
|
Carolina House of Bluffton LLC
|
NC
|
Carolina House of Cary LLC
|
NC
|
Carolina House of Chapel Hill LLC
|
NC
|
Carolina House of Charlotte LLC
|
NC
|
Carolina House of Durham LLC
|
NC
|
Carolina House of Elizabeth City LLC
|
NC
|
Carolina House of Florence LLC
|
NC
|
Carolina House of Forest City LLC
|
NC
|
Carolina House of Greenville LLC
|
NC
|
Carolina House of Hilton Head LLC
|
NC
|
Carolina House of Lexington LLC
|
NC
|
Carolina House of Morehead City LLC
|
NC
|
Carolina House of Reidsville LLC
|
NC
|
Carolina House of Smithfield LLC
|
NC
|
Carolina House of the Village of Pinehurst LLC
|
NC
|
Carolina House of Wake Forest LLC
|
NC
|
Clare Bridge of Carmel LLC
|
DE
|
Clare Bridge of Virginia Beach Estates LLC
|
DE
|
Cloverset Place LP
|
MO
|
CMCP Club Hill LP
|
TX
|
CMCP Island Lake LLC
|
DE
|
CMCP Montrose LLC
|
DE
|
CMCP Pinecastle LLC
|
DE
|
CMCP Properties Inc
|
DE
|
CMCP Roswell LLC
|
DE
|
CMCP Texas Inc
|
DE
|
CMCP Williamsburg LLC
|
DE
|
Crossings International Corporation
|
WA
|
Crossings Management Inc
|
WA
|
Cypress Arlington & Leawood JV LLC
|
DE
|
Cypress Arlington GP LLC
|
DE
|
Cypress Arlington LP
|
TX
|
Cypress Dallas & Ft. Worth JV LLC
|
DE
|
Cypress Dallas GP LLC
|
DE
|
Cypress Dallas LP
|
DE
|
Cypress Ft. Worth GP LLC
|
DE
|
Cypress Ft. Worth LP
|
DE
|
Cypress Leawood LLC
|
DE
|
Danville Place I LLC
|
VA
|
Danville Place Special Management LLC
|
NC
|
Denver Lowry JV Holding Company LLC
|
DE
|
Denver Lowry JV LLC
|
DE
|
Denver Lowry JV SPE LLC
|
DE
|
Eden Estates LLC
|
NC
|
FEBC ALT Holdings Inc
|
DE
|
FIT Ramsey LLC
|
DE
|
FIT REN Holdings GP Inc
|
DE
|
FIT REN LLC
|
DE
|
FIT REN Mirage Inn LP
|
DE
|
FIT REN Nohl Ranch LP
|
DE
|
FIT REN Oak Tree LP
|
DE
|
FIT REN Ocean House LP
|
DE
|
FIT REN Pacific Inn LP
|
DE
|
FIT REN Park LP
|
DE
|
FIT REN Paulin Creek LP
|
DE
|
FIT REN The Gables LP
|
DE
|
FIT REN The Lexington LP
|
DE
|
Flint Michigan Retirement Housing LLC
|
MI
|
Fort Austin Limited Partnership
|
TX
|
Fortress CCRC Acquisition LLC
|
DE
|
Freedom Group Lake Seminole Square Inc
|
TN
|
Freedom Group Naples Management Company Inc
|
TN
|
Freedom Village of Bradenton Holding Company LLC
|
DE
|
Freedom Village of Bradenton LLC
|
DE
|
Freedom Village of Holland Michigan
|
MI
|
Freedom Village of Sun City Center Ltd
|
FL
|
FV Bradenton Residential Properties LLC
|
DE
|
FV SPE LLC
|
DE
|
Gaston Manor LLC
|
NC
|
Gaston Place LLC
|
NC
|
Gastonia Village LLC
|
NC
|
Greensboro Manor LP
|
NC
|
Heartland Retirement Services Inc
|
WI
|
Hickory Manor LLC
|
NC
|
High Point Manor at Skeet Club LP
|
NC
|
High Point Manor LP
|
NC
|
High Point Place LLC
|
NC
|
Homewood at Brookmont Terrace LLC
|
TN
|
Innovative Senior Care Home Health of Albuquerque LLC
|
DE
|
Innovative Senior Care Home Health of Boston LLC
|
DE
|
Innovative Senior Care Home Health of Charlotte LLC
|
DE
|
Innovative Senior Care Home Health of Detroit LLC
|
DE
|
Innovative Senior Care Home Health of Durham LLC
|
DE
|
Innovative Senior Care Home Health of Edmond LLC
|
DE
|
Innovative Senior Care Home Health of Fort Walton Beach LLC
|
DE
|
Innovative Senior Care Home Health of Holland LLC
|
DE
|
Innovative Senior Care Home Health of Houston LLC
|
DE
|
Innovative Senior Care Home Health of Indianapolis LLC
|
DE
|
Innovative Senior Care Home Health of Kansas LLC
|
DE
|
Innovative Senior Care Home Health of Los Angeles LLC
|
DE
|
Innovative Senior Care Home Health of Minneapolis LLC
|
DE
|
Innovative Senior Care Home Health of Nashville LLC
|
DE
|
Innovative Senior Care Home Health of New Jersey LLC
|
DE
|
Innovative Senior Care Home Health of Ocala LLC
|
DE
|
Innovative Senior Care Home Health of Ohio LLC
|
DE
|
Innovative Senior Care Home Health of Philadelphia LLC
|
DE
|
Innovative Senior Care Home Health of Portland LLC
|
DE
|
Innovative Senior Care Home Health of Richmond LLC
|
DE
|
Innovative Senior Care Home Health of San Antonio LLC
|
DE
|
Innovative Senior Care Home Health of San Jose LLC
|
DE
|
Innovative Senior Care Home Health of Seattle LLC
|
DE
|
Innovative Senior Care Home Health of St. Louis LLC
|
DE
|
Innovative Senior Care Home Health of Tampa LLC
|
DE
|
Innovative Senior Care Home Health of Tulsa LLC
|
DE
|
Innovative Senior Care Rehabilitation Agency of Los Angeles LLC
|
DE
|
Innovative Senior Care Home Health of Chicago LLC
|
DE
|
KGC Operator Inc
|
DE
|
KGC Shoreline Operator Inc
|
DE
|
LaBarc LP
|
TN
|
Lake Seminole Square Management Company Inc
|
TN
|
Liberty Place Associates
|
VA
|
Niagara Nash Road LLC
|
NY
|
Palm Coast Health Care Inc
|
FL
|
Park Place Investments LLC
|
KY
|
Plaza Professional Pharmacy Inc
|
VA
|
Pomacy Corporation
|
DE
|
Reynolda Park LP
|
NC
|
Roswell Therapy Services LLC
|
DE
|
SALI Acquisition 1 A/GP LLC
|
NC
|
SALI Acquisition 1 A/LP LLC
|
NC
|
SALI Acquisition III/GP LLC
|
NC
|
SALI Acquisition III/LP LLC
|
NC
|
SALI Assets LLC
|
NC
|
SALI Management Advisors LLC
|
NC
|
SALI Management Services I LLC
|
NC
|
SALI Management Services II LLC
|
NC
|
SALI Management Services III LLC
|
NC
|
SALI Martinsville LLC
|
NC
|
SALI Monroe Square LLC
|
NC
|
SALI Tenant LLC
|
NC
|
SALI Williamsburg LLC
|
NC
|
Salisbury Gardens LLC
|
NC
|
Senior Services Insurance Limited
|
Cayman Islands
|
SHP ARC II LLC
|
DE
|
Southern Assisted Living LLC
|
NC
|
Statesville Manor LP
|
NC
|
Statesville Manor on Peachtree ALZ LLC
|
NC
|
Statesville Place LLC
|
NC
|
T Lakes LC
|
FL
|
Trinity Towers Limited Partnership
|
TN
|
Union Park LLC
|
NC
|
Weddington Park LP
|
NC
|
Wovencare Systems Inc
|
WI
|
/s/ Ernst & Young LLP |
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2011
|
/s/ W.E. Sheriff
|
|
W.E. Sheriff
|
||
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2011
|
/s/ Mark W. Ohlendorf
|
|
Mark W. Ohlendorf
|
||
Chief Financial Officer
|
/s/ W.E. Sheriff
|
||
Name:
|
W.E. Sheriff
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
February 28, 2011
|
/s/ Mark W. Ohlendorf
|
||
Name:
|
Mark W. Ohlendorf
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
February 28, 2011
|