[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
20-3068069
(I.R.S. Employer
Identification No.)
|
(Registrant's telephone number including area code)
|
(615) 221-2250
|
Title of Each Class
Common Stock, $0.01 Par Value Per Share
|
Name of Each Exchange on Which Registered
New York Stock Exchange
|
Large accelerated filer
[X]
|
Accelerated filer
[ ]
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
PAGE
|
||
PART I
|
||
Item 1
|
Business
|
5
|
Executive Officers of the Registrant
|
20
|
|
Item 1A
|
Risk Factors
|
22
|
Item 1B
|
Unresolved Staff Comments
|
38
|
Item 2
|
Properties
|
39
|
Item 3
|
Legal Proceedings
|
40
|
Item 4
|
Mine Safety Disclosures
|
40
|
PART II
|
||
Item 5
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
41
|
Item 6
|
Selected Financial Data
|
42
|
Item 7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
43
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Item 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
74
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Item 8
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Financial Statements and Supplementary Data
|
75
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
114
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Item 9A
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Controls and Procedures
|
114
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Item 9B
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Other Information
|
114
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PART III
|
||
Item 10
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Directors, Executive Officers and Corporate Governance
|
115
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Item 11
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Executive Compensation
|
116
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
116
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
|
117
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Item 14
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Principal Accounting Fees and Services
|
117
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PART IV
|
||
Item 15
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Exhibits, Financial Statement Schedules
|
118
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Item 1. | Business. |
•
|
Community Acquisitions
. During the year ended December 31, 2015, we acquired the underlying real estate associated with 30 communities that were previously leased for an aggregate purchase price of approximately $422.2 million.
|
•
|
Investment in Unconsolidated RIDEA Venture
. On June 30, 2015, the Company and HCP, Inc. ("HCP") entered into a RIDEA venture, which acquired 35 senior housing communities for $847 million. The Company contributed $30.3 million in cash to the RIDEA venture. The Company owns a 10% ownership interest, and HCP owns a 90% ownership interest, in each of the propco and opco. The Company had operated these communities under a management agreement since 2011 and will continue to manage the communities under a market rate long-term management agreement with the venture.
|
•
|
Community Dispositions
. During the year ended December 31, 2015, we identified 34 owned communities as assets held for sale, with 17 of these communities being sold for an aggregate selling price of approximately $82.9 million during the year ended December 31, 2015. The communities were identified as non-core assets that do not fit our long-term strategy. The sale of the remaining 17 communities is expected in 2016, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur.
|
•
|
Organic growth in our seniors housing business by increasing occupancy and rates, while controlling operating expenses.
We plan to grow our existing operations by increasing revenues through a combination of occupancy growth and increases in the monthly service fees we receive. We intend to focus on growing occupancy and rates by continually improving our operational, sales and marketing execution. We have created a multi-layered marketing approach, which balances the use of the internet and response mechanisms like centralized call centers with national, regional and local marketing activities. In particular, our marketing approach leverages the national Brookdale branding initiative that was launched in 2013. We also plan to continue our efforts to achieve property-level cost savings through the realization of additional economies of scale and initiatives designed to capture synergies and improve operational effectiveness following the acquisition of Emeritus in 2014. We will continue to improve our systems and processes to most efficiently meet the needs of our residents.
|
•
|
Growth through strategic capital allocation.
We plan to grow our revenues and cash flows by deploying capital to increase the value of our existing communities and, as opportunities arise, selectively engaging in acquisitions. We have invested significant capital expenditures into our portfolio to renovate and upgrade communities, which we expect will drive greater occupancy and higher rates in those communities over time. Through our Program Max initiative, we intend to expand, renovate, redevelop and reposition 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). 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 customers. This may include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present or physical plant modifications. We will continue our capital expenditure programs, including our Program Max initiative, but in the near-term at reduced investment levels compared to prior years. While our focus will be on executing our business plan post-integration of Emeritus, as opportunities arise, we plan to selectively purchase existing operating companies, asset portfolios, home health agencies and senior living 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 accretive acquisitions of strategic portfolios or select communities that fill a service level need in one of our market continuums.
|
•
|
Growth through development of a market leading Brookdale brand.
We plan to continue to build a recognized national brand, which we believe will create market differentiation and value enhancement through higher occupancy and increased rates. Being the sole senior living provider with a national footprint and diverse service offerings, we are best positioned to become the leading solutions provider for seniors and their families as they grapple with the issues of aging. We expect that aligning and unifying marketing activities and spending within the brand initiative will drive preference for Brookdale among prospects. We expect that creating brand equity will drive loyalty with residents and their families and, importantly, with associates, thereby improving recruitment, engagement and retention.
|
•
|
Growth through innovation of product offerings, including our Brookdale Ancillary Services programs.
We plan to grow our revenues by innovating our product offerings and providing new senior living solutions to meet evolving consumer needs and expectations. We plan to provide more solutions for current customers and leverage and expand products to serve new customers. We plan to continue to roll out hospice services into selected markets. We also plan to leverage the array of services that are currently offered to residents in our buildings to seniors who want to remain in their homes. Through the Brookdale Ancillary Services programs, we currently provide therapy, home health, hospice and other ancillary services, as well as education and wellness programs. We plan to focus on expanding those services outside of our communities to seniors in their homes, initially to those who are short-term patients of skilled nursing centers. We expect that this will not only grow cash flow, but also provide quality service in a person's home that can become the entry point into the full continuum of our services. We also believe that there is a significant opportunity to become a player in the post-acute healthcare world as it evolves. We expect to continue our initiatives to link our unique continuum of care with other post-acute care providers to provide the most effective, comprehensive set of solutions for seniors.
|
•
|
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 and real estate industries.
|
•
|
Geographically diverse, high-quality, purpose-built communities.
Our acquisition of Emeritus expanded our unit capacity by more than two-thirds, provided entry into 10 new states and significantly increased our presence in high-population states, especially in the west and northeast. As of December 31, 2015, we are the largest operator of senior living communities in the United States based on total capacity, with 1,123 communities in 47 states and the ability to serve approximately 108,000 residents.
|
•
|
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.
|
•
|
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 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.
|
•
|
Significant experience in providing ancillary services.
Through our ancillary services programs, we provide a range of education, wellness, therapy, home health and other ancillary services to residents of certain of our retirement centers, assisted living communities, and CCRCs. 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 outside of our communities.
|
Name
|
Age
|
Position
|
||
T. Andrew Smith
|
55
|
Chief Executive Officer and Director
|
||
Mark W. Ohlendorf
|
55
|
President
|
||
Labeed S. Diab
|
46
|
Chief Operating Officer
|
||
Lucinda M. Baier
|
51
|
Chief Financial Officer
|
||
Bryan D. Richardson
|
57
|
Executive Vice President and Chief Administrative Officer
|
||
Glenn O. Maul
|
61
|
Executive Vice President and Chief People Officer
|
||
Kristin A. Ferge
|
42
|
Executive Vice President
|
||
George T. Hicks
|
58
|
Executive Vice President – Finance and Treasurer
|
||
H. Todd Kaestner
|
60
|
Executive Vice President – Corporate Development
|
||
Mary Sue Patchett
|
53
|
Executive Vice President – Community and Field Operations
|
Item 1A. | Risk Factors. |
•
|
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;
|
•
|
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;
|
•
|
Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
|
•
|
Our ability to pay dividends to our stockholders may be limited.
|
•
|
required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs;
|
•
|
state or federal agencies imposing fines, penalties and other sanctions on us;
|
•
|
loss of our right to participate in the Medicare program or state programs;
|
•
|
damage to our business and reputation in various markets; or
|
•
|
significant investment of time and money even if eventually favorably determined.
|
•
|
a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
|
•
|
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;
|
•
|
blank-check preferred stock;
|
•
|
provisions preventing stockholders from calling special meetings;
|
•
|
advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
|
•
|
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.
|
•
|
variations in our quarterly operating results;
|
•
|
changes in our earnings estimates;
|
•
|
the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
|
•
|
additions or departures of key management personnel;
|
•
|
any increased indebtedness we may incur or lease obligations we may enter into in the future;
|
•
|
actions by institutional stockholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
speculation or reports by the press or investment community with respect to us or the senior living industry in general;
|
•
|
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
|
•
|
downturns in the real estate market or changes in market valuations of senior living communities;
|
•
|
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
|
•
|
general market and economic conditions.
|
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Occupancy
|
Ownership Status
|
|||||||||||||||||
State
|
Units
|
Rate
(1)(2)
|
Owned
|
Leased
|
Managed
|
Total
|
||||||||||||
Florida
|
17,495
|
85%
|
53
|
48
|
35
|
136
|
||||||||||||
Texas
|
13,718
|
86%
|
62
|
37
|
28
|
127
|
||||||||||||
California
|
10,827
|
88%
|
27
|
53
|
11
|
91
|
||||||||||||
Washington
|
4,899
|
91%
|
17
|
35
|
2
|
54
|
||||||||||||
Ohio
|
4,829
|
85%
|
29
|
23
|
6
|
58
|
||||||||||||
Colorado
|
4,636
|
86%
|
11
|
19
|
9
|
39
|
||||||||||||
Arizona
|
3,956
|
86%
|
17
|
15
|
4
|
36
|
||||||||||||
Illinois
|
3,932
|
89%
|
5
|
10
|
6
|
21
|
||||||||||||
North Carolina
|
3,848
|
86%
|
10
|
52
|
1
|
63
|
||||||||||||
Oregon
|
3,280
|
94%
|
10
|
30
|
5
|
45
|
||||||||||||
Virginia
|
2,625
|
86%
|
9
|
7
|
3
|
19
|
||||||||||||
New York
|
2,554
|
89%
|
17
|
15
|
3
|
35
|
||||||||||||
Michigan
|
2,534
|
88%
|
9
|
23
|
3
|
35
|
||||||||||||
Tennessee
|
2,327
|
92%
|
16
|
14
|
5
|
35
|
||||||||||||
South Carolina
|
1,944
|
90%
|
5
|
20
|
0
|
25
|
||||||||||||
Georgia
|
1,880
|
86%
|
9
|
12
|
6
|
27
|
||||||||||||
Oklahoma
|
1,735
|
88%
|
10
|
21
|
2
|
33
|
||||||||||||
Kansas
|
1,634
|
90%
|
11
|
12
|
2
|
25
|
||||||||||||
Massachusetts
|
1,585
|
80%
|
3
|
5
|
5
|
13
|
||||||||||||
New Jersey
|
1,545
|
84%
|
7
|
10
|
2
|
19
|
||||||||||||
Indiana
|
1,418
|
84%
|
10
|
8
|
1
|
19
|
||||||||||||
Pennsylvania
|
1,379
|
85%
|
10
|
3
|
1
|
14
|
||||||||||||
Alabama
|
1,365
|
94%
|
7
|
2
|
1
|
10
|
||||||||||||
Rhode Island
|
1,186
|
85%
|
1
|
4
|
4
|
9
|
||||||||||||
Missouri
|
1,182
|
95%
|
2
|
1
|
2
|
5
|
||||||||||||
Minnesota
|
943
|
82%
|
2
|
15
|
2
|
19
|
||||||||||||
Kentucky
|
905
|
80%
|
1
|
4
|
1
|
6
|
||||||||||||
Connecticut
|
893
|
81%
|
2
|
7
|
1
|
10
|
||||||||||||
Wisconsin
|
832
|
85%
|
6
|
12
|
2
|
20
|
||||||||||||
New Mexico
|
793
|
72%
|
2
|
4
|
1
|
7
|
||||||||||||
Mississippi
|
682
|
87%
|
5
|
3
|
1
|
9
|
||||||||||||
Maryland
|
614
|
92%
|
1
|
3
|
3
|
7
|
||||||||||||
Louisiana
|
610
|
84%
|
6
|
1
|
0
|
7
|
||||||||||||
Idaho
|
605
|
85%
|
7
|
1
|
0
|
8
|
||||||||||||
Nevada
|
602
|
86%
|
4
|
3
|
0
|
7
|
||||||||||||
Arkansas
|
494
|
94%
|
4
|
0
|
1
|
5
|
||||||||||||
Nebraska
|
456
|
87%
|
0
|
5
|
0
|
5
|
||||||||||||
Utah
|
368
|
85%
|
0
|
2
|
2
|
4
|
||||||||||||
Montana
|
238
|
92%
|
1
|
2
|
0
|
3
|
||||||||||||
West Virginia
|
220
|
88%
|
1
|
1
|
0
|
2
|
||||||||||||
Delaware
|
200
|
88%
|
2
|
1
|
0
|
3
|
||||||||||||
Iowa
|
182
|
73%
|
0
|
0
|
2
|
2
|
||||||||||||
Wyoming
|
113
|
87%
|
0
|
2
|
0
|
2
|
||||||||||||
Vermont
|
101
|
83%
|
1
|
0
|
0
|
1
|
||||||||||||
New Hampshire
|
90
|
96%
|
1
|
0
|
0
|
1
|
||||||||||||
North Dakota
|
85
|
93%
|
0
|
1
|
0
|
1
|
||||||||||||
Maine
|
81
|
37%
|
0
|
0
|
1
|
1
|
||||||||||||
Total
|
108,420
|
87%
|
413
|
546
|
164
|
1,123
|
(1) | Includes the impact of managed properties. |
(2) | Represents occupancy at December 31, 2015. |
Item 3. | Legal Proceedings. |
Item 4. | Mine Safety Disclosures. |
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Fiscal 2015
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
38.96
|
$
|
31.33
|
||||
Second Quarter
|
$
|
39.89
|
$
|
34.60
|
||||
Third Quarter
|
$
|
35.35
|
$
|
22.00
|
||||
Fourth Quarter
|
$
|
25.48
|
$
|
16.58
|
Fiscal 2014
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
34.37
|
$
|
26.11
|
||||
Second Quarter
|
$
|
34.80
|
$
|
29.50
|
||||
Third Quarter
|
$
|
36.18
|
$
|
32.02
|
||||
Fourth Quarter
|
$
|
37.03
|
$
|
30.12
|
Item 6. | Selected Financial Data. |
For the Years Ended December 31,
|
||||||||||||||||||||
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||||
(in thousands, except per share and other operating data)
|
||||||||||||||||||||
Total revenue
|
$
|
4,960,608
|
$
|
3,831,706
|
$
|
2,891,966
|
$
|
2,768,738
|
$
|
2,456,483
|
||||||||||
Facility operating expense
|
2,788,862
|
2,210,368
|
1,671,945
|
1,630,919
|
1,508,571
|
|||||||||||||||
General and administrative expense
|
370,579
|
280,267
|
180,627
|
178,829
|
148,327
|
|||||||||||||||
Transaction costs
|
8,252
|
66,949
|
3,921
|
―
|
―
|
|||||||||||||||
Facility lease expense
|
367,574
|
323,830
|
276,729
|
284,025
|
274,858
|
|||||||||||||||
Depreciation and amortization
|
733,165
|
537,035
|
268,757
|
252,281
|
268,506
|
|||||||||||||||
Loss (gain) on facility lease termination
|
76,143
|
―
|
―
|
(11,584
|
)
|
―
|
||||||||||||||
Loss (gain) on acquisition
|
―
|
―
|
―
|
636
|
(1,982
|
)
|
||||||||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
27,677
|
16,892
|
|||||||||||||||
Costs incurred on behalf of managed communities
|
723,298
|
488,170
|
345,808
|
325,016
|
152,566
|
|||||||||||||||
Total operating expense
|
5,125,814
|
3,916,611
|
2,760,678
|
2,687,799
|
2,367,738
|
|||||||||||||||
Income (loss) from operations
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
80,939
|
88,745
|
|||||||||||||
Interest income
|
1,603
|
1,343
|
1,339
|
4,012
|
3,538
|
|||||||||||||||
Interest expense:
|
||||||||||||||||||||
Debt
|
(173,484
|
)
|
(128,002
|
)
|
(96,131
|
)
|
(98,183
|
)
|
(93,229
|
)
|
||||||||||
Capital and financing lease obligations
|
(211,132
|
)
|
(109,998
|
)
|
(25,194
|
)
|
(30,155
|
)
|
(31,644
|
)
|
||||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(3,351
|
)
|
(7,477
|
)
|
(17,054
|
)
|
(18,081
|
)
|
(13,427
|
)
|
||||||||||
Change in fair value of derivatives
|
(797
|
)
|
(2,711
|
)
|
980
|
(364
|
)
|
(3,878
|
)
|
|||||||||||
Debt modification and extinguishment costs
|
(7,020
|
)
|
(6,387
|
)
|
(1,265
|
)
|
(221
|
)
|
(18,863
|
)
|
||||||||||
Equity in (loss) earnings of unconsolidated ventures
|
(804
|
)
|
171
|
1,484
|
(3,488
|
)
|
1,432
|
|||||||||||||
Other non-operating income
|
9,827
|
7,235
|
2,725
|
593
|
56
|
|||||||||||||||
Income (loss) before income taxes
|
(550,364
|
)
|
(330,731
|
)
|
(1,828
|
)
|
(64,948
|
)
|
(67,270
|
)
|
||||||||||
Benefit (provision) for income taxes
|
92,209
|
181,305
|
(1,756
|
)
|
(1,519
|
)
|
(1,780
|
)
|
||||||||||||
Net income (loss)
|
(458,155
|
)
|
(149,426
|
)
|
(3,584
|
)
|
(66,467
|
)
|
(69,050
|
)
|
||||||||||
Net (income) loss attributable to noncontrolling interest
|
678
|
436
|
―
|
―
|
―
|
|||||||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
$
|
(69,050
|
)
|
|||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
$
|
(0.57
|
)
|
|||||
Weighted average shares of common stock used in computing basic and diluted net income (loss) per share
|
184,333
|
148,185
|
123,671
|
121,991
|
121,161
|
|||||||||||||||
Other Operating Data:
|
||||||||||||||||||||
Total number of communities (at end of period)
|
1,123
|
1,143
|
649
|
647
|
647
|
|||||||||||||||
Total units operated
(1)
|
||||||||||||||||||||
Period end
|
107,786
|
110,219
|
66,832
|
65,936
|
66,183
|
|||||||||||||||
Weighted average
|
109,342
|
84,299
|
66,173
|
66,102
|
55,548
|
|||||||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.8
|
%
|
88.3
|
%
|
88.7
|
%
|
88.0
|
%
|
87.3
|
%
|
||||||||||
Senior Housing average monthly revenue per unit
(2)
|
$
|
4,310
|
$
|
4,357
|
$
|
4,383
|
$
|
4,271
|
$
|
4,193
|
As of December 31,
|
||||||||||||||||||||
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
88.0
|
$
|
104.1
|
$
|
58.5
|
$
|
69.2
|
$
|
30.8
|
||||||||||
Total assets
|
$
|
10,048.6
|
$
|
10,417.5
|
$
|
4,695.6
|
$
|
4,672.8
|
$
|
4,469.8
|
||||||||||
Total long-term debt and line of credit
|
$
|
3,942.8
|
$
|
3,597.0
|
$
|
2,342.3
|
$
|
2,339.0
|
$
|
2,093.6
|
||||||||||
Total capital and financing lease obligations
|
$
|
2,489.6
|
$
|
2,649.2
|
$
|
299.8
|
$
|
319.8
|
$
|
348.2
|
||||||||||
Total equity
|
$
|
2,458.7
|
$
|
2,882.2
|
$
|
1,020.9
|
$
|
997.0
|
$
|
1,035.3
|
(1)
|
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(2)
|
Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.
|
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
•
|
Community Acquisitions
. During the year ended December 31, 2015, we acquired the underlying real estate associated with 30 communities that were previously leased for an aggregate purchase price of approximately $422.2 million.
|
•
|
Investment in Unconsolidated RIDEA Venture
. On June 30, 2015, the Company and HCP entered into a RIDEA venture, which acquired 35 senior housing communities for $847 million. The Company contributed $30.3 million in cash to the RIDEA venture. The Company owns a 10% ownership interest, and HCP owns a 90% ownership interest, in each of the propco and opco. The Company had operated these communities under a management agreement since 2011 and will continue to manage the communities under a market rate long-term management agreement with the venture.
|
•
|
Community Dispositions
. During the year ended December 31, 2015, we identified 34 owned communities as assets held for sale, with 17 of these communities being sold for an aggregate selling price of approximately $82.9 million during the year ended December 31, 2015. The communities were identified as non-core assets that do not fit our long-term strategy. The sale of the remaining 17 communities is expected in 2016, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur.
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
2015
|
2014
|
Amount
|
Percent
|
|||||||||||||
Total revenue
|
$
|
4,960.6
|
$
|
3,831.7
|
$
|
1,128.9
|
29.5
|
%
|
||||||||
Facility Operating Expense
|
$
|
2,788.9
|
$
|
2,210.4
|
$
|
578.5
|
26.2
|
%
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(457.5
|
)
|
$
|
(149.0
|
)
|
$
|
308.5
|
NM
|
|||||||
Adjusted EBITDA
|
$
|
793.4
|
$
|
516.0
|
$
|
277.4
|
53.8
|
%
|
||||||||
Cash From Facility Operations
|
$
|
317.1
|
$
|
218.3
|
$
|
98.8
|
45.3
|
%
|
||||||||
Facility Operating Income
|
$
|
1,384.1
|
$
|
1,070.4
|
$
|
313.7
|
29.3
|
%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2015
|
2014
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
657,940
|
$
|
582,312
|
$
|
75,628
|
13.0
|
%
|
||||||||
Assisted Living
|
2,445,457
|
1,685,563
|
759,894
|
45.1
|
%
|
|||||||||||
CCRCs - Rental
|
604,572
|
493,173
|
111,399
|
22.6
|
%
|
|||||||||||
CCRCs - Entry Fee
|
—
|
202,414
|
(202,414
|
)
|
(100.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
469,158
|
337,835
|
131,323
|
38.9
|
%
|
|||||||||||
Total resident fees
|
4,177,127
|
3,301,297
|
875,830
|
26.5
|
%
|
|||||||||||
Management services
(1)
|
783,481
|
530,409
|
253,072
|
47.7
|
%
|
|||||||||||
Total revenue
|
4,960,608
|
3,831,706
|
1,128,902
|
29.5
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
372,683
|
333,429
|
39,254
|
11.8
|
%
|
|||||||||||
Assisted Living
|
1,568,154
|
1,077,074
|
491,080
|
45.6
|
%
|
|||||||||||
CCRCs - Rental
|
454,077
|
371,512
|
82,565
|
22.2
|
%
|
|||||||||||
CCRCs - Entry Fee
|
—
|
153,981
|
(153,981
|
)
|
(100.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
393,948
|
274,372
|
119,576
|
43.6
|
%
|
|||||||||||
Total facility operating expense
|
2,788,862
|
2,210,368
|
578,494
|
26.2
|
%
|
|||||||||||
General and administrative expense
|
370,579
|
280,267
|
90,312
|
32.2
|
%
|
|||||||||||
Transaction costs
|
8,252
|
66,949
|
(58,697
|
)
|
NM
|
|||||||||||
Facility lease expense
|
367,574
|
323,830
|
43,744
|
13.5
|
%
|
|||||||||||
Depreciation and amortization
|
733,165
|
537,035
|
196,130
|
36.5
|
%
|
|||||||||||
Asset impairment
|
57,941
|
9,992
|
47,949
|
479.9
|
%
|
|||||||||||
Loss on facility lease termination
|
76,143
|
—
|
76,143
|
100.0
|
%
|
|||||||||||
Costs incurred on behalf of managed communities
|
723,298
|
488,170
|
235,128
|
48.2
|
%
|
|||||||||||
Total operating expense
|
5,125,814
|
3,916,611
|
1,209,203
|
30.9
|
%
|
|||||||||||
Income (loss) from operations
|
(165,206
|
)
|
(84,905
|
)
|
80,301
|
(94.6
|
)%
|
|||||||||
Interest income
|
1,603
|
1,343
|
260
|
19.4
|
%
|
|||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(173,484
|
)
|
(128,002
|
)
|
45,482
|
35.5
|
%
|
|||||||||
Capital and financing lease obligations
|
(211,132
|
)
|
(109,998
|
)
|
101,134
|
91.9
|
%
|
|||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(3,351
|
)
|
(7,477
|
)
|
(4,126
|
)
|
(55.2
|
)%
|
||||||||
Change in fair value of derivatives
|
(797
|
)
|
(2,711
|
)
|
(1,914
|
)
|
(70.6
|
)%
|
||||||||
Debt modification and extinguishment costs
|
(7,020
|
)
|
(6,387
|
)
|
633
|
9.9
|
%
|
|||||||||
Equity in (loss) earnings of unconsolidated ventures
|
(804
|
)
|
171
|
(975
|
)
|
(570.2
|
)%
|
|||||||||
Other non-operating income
|
9,827
|
7,235
|
2,592
|
35.8
|
%
|
|||||||||||
Income (loss) before income taxes
|
(550,364
|
)
|
(330,731
|
)
|
219,633
|
NM
|
||||||||||
Benefit for income taxes
|
92,209
|
181,305
|
(89,096
|
)
|
NM
|
|||||||||||
Net income (loss)
|
(458,155
|
)
|
(149,426
|
)
|
308,729
|
NM
|
||||||||||
Net (income) loss attributable to noncontrolling interest
|
678
|
436
|
242
|
55.5
|
%
|
|||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
308,487
|
NM
|
|||||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities operated (period end)
|
1,123
|
1,143
|
(20
|
)
|
(1.7
|
)%
|
||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
107,786
|
110,219
|
(2,433
|
)
|
(2.2
|
)%
|
||||||||||
Weighted average
|
109,342
|
84,299
|
25,043
|
29.7
|
%
|
|||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
80,917
|
82,984
|
(2,067
|
)
|
(2.5
|
)%
|
||||||||||
Weighted average
|
82,508
|
63,710
|
18,798
|
29.5
|
%
|
|||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.8
|
%
|
88.3
|
%
|
(1.5
|
)%
|
(1.7
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,310
|
$
|
4,357
|
$
|
(47
|
)
|
(1.1
|
)%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2015
|
2014
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
95
|
99
|
(4
|
)
|
(4.0
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,093
|
17,315
|
(222
|
)
|
(1.3
|
)%
|
||||||||||
Weighted average
|
17,308
|
15,558
|
1,750
|
11.2
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
88.8
|
%
|
89.5
|
%
|
(0.7
|
)%
|
(0.8
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
3,570
|
$
|
3,485
|
$
|
85
|
2.4
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
820
|
838
|
(18
|
)
|
(2.1
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
53,500
|
55,189
|
(1,689
|
)
|
(3.1
|
)%
|
||||||||||
Weighted average
|
54,714
|
36,350
|
18,364
|
50.5
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
86.7
|
%
|
88.7
|
%
|
(2.0
|
)%
|
(2.3
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,297
|
$
|
4,356
|
$
|
(59
|
)
|
(1.4
|
)%
|
|||||||
CCRCs - Rental
|
||||||||||||||||
Number of communities (period end)
|
44
|
45
|
(1
|
)
|
(2.2
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
10,324
|
10,480
|
(156
|
)
|
(1.5
|
)%
|
||||||||||
Weighted average
|
10,486
|
8,298
|
2,188
|
26.4
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
84.4
|
%
|
85.8
|
%
|
(1.4
|
)%
|
(1.6
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,668
|
$
|
5,757
|
$
|
(89
|
)
|
(1.5
|
)%
|
|||||||
CCRCs - Entry Fee
|
||||||||||||||||
Number of communities (period end)
|
—
|
—
|
—
|
—
|
||||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
—
|
—
|
—
|
—
|
||||||||||||
Weighted average
|
—
|
3,504
|
(3,504
|
)
|
(100.0
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
—
|
85.2
|
%
|
(85.2
|
)%
|
(100.0
|
)%
|
|||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
—
|
$
|
5,103
|
$
|
(5,103
|
)
|
(100.0
|
)%
|
|||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
164
|
161
|
3
|
1.9
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
26,869
|
27,235
|
(366
|
)
|
(1.3
|
)%
|
||||||||||
Weighted average
|
26,834
|
20,589
|
6,245
|
30.3
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
86.0
|
%
|
86.5
|
%
|
(0.5
|
)%
|
(0.6
|
)%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
2,506,203
|
3,053,436
|
(547,233
|
)
|
(17.9
|
)%
|
||||||||||
Home Health average census
|
14,211
|
8,345
|
5,866
|
70.3
|
%
|
(1) | Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities. |
(2) | Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes. |
(3) | Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units. |
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2014
|
2013
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
582,312
|
$
|
526,284
|
$
|
56,028
|
10.6
|
%
|
||||||||
Assisted Living
|
1,685,563
|
1,051,868
|
633,695
|
60.2
|
%
|
|||||||||||
CCRCs - Rental
|
493,173
|
396,975
|
96,198
|
24.2
|
%
|
|||||||||||
CCRCs - Entry Fee
|
202,414
|
297,756
|
(95,342
|
)
|
(32.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
337,835
|
242,150
|
95,685
|
39.5
|
%
|
|||||||||||
Total resident fees
|
3,301,297
|
2,515,033
|
786,264
|
31.3
|
%
|
|||||||||||
Management services
(1)
|
530,409
|
376,933
|
153,476
|
40.7
|
%
|
|||||||||||
Total revenue
|
3,831,706
|
2,891,966
|
939,740
|
32.5
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
333,429
|
304,002
|
29,427
|
9.7
|
%
|
|||||||||||
Assisted Living
|
1,077,074
|
662,190
|
414,884
|
62.7
|
%
|
|||||||||||
CCRCs - Rental
|
371,512
|
287,949
|
83,563
|
29.0
|
%
|
|||||||||||
CCRCs - Entry Fee
|
153,981
|
221,363
|
(67,382
|
)
|
(30.4
|
)%
|
||||||||||
Brookdale Ancillary Services
|
274,372
|
196,441
|
77,931
|
39.7
|
%
|
|||||||||||
Total facility operating expense
|
2,210,368
|
1,671,945
|
538,423
|
32.2
|
%
|
|||||||||||
General and administrative expense
|
280,267
|
180,627
|
99,640
|
55.2
|
%
|
|||||||||||
Transaction costs
|
66,949
|
3,921
|
63,028
|
NM
|
||||||||||||
Facility lease expense
|
323,830
|
276,729
|
47,101
|
17.0
|
%
|
|||||||||||
Depreciation and amortization
|
537,035
|
268,757
|
268,278
|
99.8
|
%
|
|||||||||||
Asset impairment
|
9,992
|
12,891
|
(2,899
|
)
|
(22.5
|
)%
|
||||||||||
Costs incurred on behalf of managed communities
|
488,170
|
345,808
|
142,362
|
41.2
|
%
|
|||||||||||
Total operating expense
|
3,916,611
|
2,760,678
|
1,155,933
|
41.9
|
%
|
|||||||||||
Income (loss) from operations
|
(84,905
|
)
|
131,288
|
(216,193
|
)
|
(164.7
|
)%
|
|||||||||
Interest income
|
1,343
|
1,339
|
4
|
0.3
|
%
|
|||||||||||
Interest expense:
|
||||||||||||||||
Debt
|
(128,002
|
)
|
(96,131
|
)
|
31,871
|
33.2
|
%
|
|||||||||
Capital and financing lease obligations
|
(109,998
|
)
|
(25,194
|
)
|
84,804
|
336.6
|
%
|
|||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(7,477
|
)
|
(17,054
|
)
|
(9,577
|
)
|
(56.2
|
)%
|
||||||||
Change in fair value of derivatives
|
(2,711
|
)
|
980
|
3,691
|
376.6
|
%
|
||||||||||
Debt modification and extinguishment costs
|
(6,387
|
)
|
(1,265
|
)
|
5,122
|
404.9
|
%
|
|||||||||
Equity in earnings of unconsolidated ventures
|
171
|
1,484
|
(1,313
|
)
|
(88.5
|
)%
|
||||||||||
Other non-operating income
|
7,235
|
2,725
|
4,510
|
165.5
|
%
|
|||||||||||
Income (loss) before income taxes
|
(330,731
|
)
|
(1,828
|
)
|
328,903
|
NM
|
||||||||||
Benefit (provision) for income taxes
|
181,305
|
(1,756
|
)
|
183,061
|
NM
|
|||||||||||
Net income (loss)
|
(149,426
|
)
|
(3,584
|
)
|
145,842
|
NM
|
||||||||||
Net (income) loss attributable to noncontrolling interest
|
436
|
—
|
436
|
100.0
|
%
|
|||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
146,278
|
NM
|
|||||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities operated (period end)
|
1,143
|
649
|
494
|
76.1
|
%
|
|||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
110,219
|
65,832
|
44,387
|
67.4
|
%
|
|||||||||||
Weighted average
|
84,299
|
66,173
|
18,126
|
27.4
|
%
|
|||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
82,984
|
48,422
|
34,562
|
71.4
|
%
|
|||||||||||
Weighted average
|
63,710
|
48,090
|
15,620
|
32.5
|
%
|
|||||||||||
Owned/leased communities occupancy rate (weighted average)
|
88.3
|
%
|
88.7
|
%
|
(0.4
|
)%
|
(0.5
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,357
|
$
|
4,383
|
$
|
(26
|
)
|
(0.6
|
)%
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2014
|
2013
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
99
|
76
|
23
|
30.3
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,315
|
14,454
|
2,861
|
19.8
|
%
|
|||||||||||
Weighted average
|
15,558
|
14,439
|
1,119
|
7.7
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
89.5
|
%
|
89.8
|
%
|
(0.3
|
)%
|
(0.3
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
3,485
|
$
|
3,381
|
$
|
104
|
3.1
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
838
|
438
|
400
|
91.3
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
55,189
|
22,158
|
33,031
|
149.1
|
%
|
|||||||||||
Weighted average
|
36,350
|
21,679
|
14,671
|
67.7
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
88.7
|
%
|
89.7
|
%
|
(1.0
|
)%
|
(1.1
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
4,356
|
$
|
4,510
|
$
|
(154
|
)
|
(3.4
|
)%
|
|||||||
CCRCs - Rental
|
||||||||||||||||
Number of communities (period end)
|
45
|
26
|
19
|
73.1
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
10,480
|
6,478
|
4,002
|
61.8
|
%
|
|||||||||||
Weighted average
|
8,298
|
6,669
|
1,629
|
24.4
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
85.8
|
%
|
86.8
|
%
|
(1.0
|
)%
|
(1.2
|
)%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,757
|
$
|
5,715
|
$
|
42
|
0.7
|
%
|
||||||||
CCRCs - Entry Fee
|
||||||||||||||||
Number of communities (period end)
|
—
|
14
|
(14
|
)
|
(100.0
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
—
|
5,332
|
(5,332
|
)
|
(100.0
|
)%
|
||||||||||
Weighted average
|
3,504
|
5,303
|
(1,799
|
)
|
(33.9
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
85.2
|
%
|
84.2
|
%
|
1.0
|
%
|
1.2
|
%
|
||||||||
Senior Housing average monthly revenue per unit
(3)
|
$
|
5,103
|
$
|
5,013
|
$
|
90
|
1.8
|
%
|
||||||||
Other Entry Fee Data
|
||||||||||||||||
Non-refundable entrance fees sales
|
$
|
32,704
|
$
|
44,191
|
$
|
(11,487
|
)
|
(26.0
|
)%
|
|||||||
Refundable entrance fees sales
(4)
|
20,342
|
48,140
|
(27,798
|
)
|
(57.7
|
)%
|
||||||||||
Total entrance fee receipts
|
53,046
|
92,331
|
(39,285
|
)
|
(42.5
|
)%
|
||||||||||
Refunds
|
(25,865
|
)
|
(35,325
|
)
|
(9,460
|
)
|
(26.8
|
)%
|
||||||||
Net entrance fees
|
$
|
27,181
|
$
|
57,006
|
$
|
(29,825
|
)
|
(52.3
|
)%
|
|||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
161
|
95
|
66
|
69.5
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
27,235
|
17,410
|
9,825
|
56.4
|
%
|
|||||||||||
Weighted average
|
20,589
|
18,083
|
2,506
|
13.9
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
86.5
|
%
|
85.4
|
%
|
1.1
|
%
|
1.3
|
%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
3,053,436
|
3,325,129
|
(271,693
|
)
|
(8.2
|
)%
|
||||||||||
Home Health average census
|
8,345
|
4,498
|
3,847
|
85.5
|
%
|
(1) | Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities. |
(2) | Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes. |
(3) | Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units. |
(4) | Refundable entrance fee sales for the years ended December 31, 2014 and 2013 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 $2.9 million and $19.0 million for the years ended December 31, 2014 and 2013, respectively. |
Year Ended
December 31,
|
||||||||
2015
|
2014
|
|||||||
Cash provided by operating activities
|
$
|
292,366
|
$
|
242,652
|
||||
Cash used in investing activities
|
(568,977
|
)
|
(314,882
|
)
|
||||
Cash provided by financing activities
|
260,557
|
117,802
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(16,054
|
)
|
45,572
|
|||||
Cash and cash equivalents at beginning of year
|
104,083
|
58,511
|
||||||
Cash and cash equivalents at end of year
|
$
|
88,029
|
$
|
104,083
|
•
|
cash balances on hand;
|
•
|
cash flows from operations;
|
•
|
proceeds from our credit facilities;
|
•
|
funds generated through unconsolidated venture arrangements;
|
•
|
proceeds from mortgage financing, refinancing of various assets or sale-leaseback transactions; and
|
•
|
funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming and/or non-core 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 and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our current communities and the development of new communities;
|
•
|
cash collateral required to be posted in connection with our financial instruments;
|
•
|
purchases of common stock under our share repurchase authorizations;
|
•
|
other corporate initiatives (including integration, information systems and branding); and
|
•
|
prior to 2009, dividend payments.
|
•
|
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 and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our existing communities;
|
•
|
cash funding needs of our unconsolidated ventures for operating, capital expenditure and financing needs; and
|
•
|
other corporate initiatives (including integration, information systems and branding).
|
Actual 2015
|
Anticipated 2016 Range
|
|||||||
Recurring
|
$
|
69.7
|
$
|
74.0 - 81.0
|
||||
Less: reimbursement
|
(8.8
|
)
|
(9.0 - 11.0
|
)
|
||||
Net recurring
(1)
|
60.9
|
65.0 - 70.0
|
||||||
Net EBITDA-enhancing / Major Projects
(2)
|
179.7
|
133.0 - 136.0
|
||||||
Net Program Max
(3)
|
37.5
|
45.0 - 46.0
|
||||||
Corporate, integration and other
(4)
|
83.8
|
77.0 - 83.0
|
||||||
Total net capital expenditures
|
$
|
361.9
|
$
|
320.0 - 335.0
|
(1)
|
Payments are included in Cash From Facility Operations.
|
(2)
|
Includes EBITDA-enhancing projects (primarily community renovations and apartment upgrades) and other major building infrastructure projects. Amounts shown are amounts invested, net of third party lessor funding received of $49.7 million for the year ended December 31, 2015. For 2016 we anticipate receiving approximately $21.0 million to $24.0 million of lessor reimbursements.
|
(3)
|
Includes community expansions and major repositioning or upgrade projects. Also includes de novo community developments. Amounts shown are amounts invested, net of third party lessor funding received of $28.3 million for the year ended December 31, 2015. For 2016 we anticipate receiving approximately $84.0 million to $88.0 million of lessor reimbursements.
|
(4)
|
Corporate, integration and other includes capital expenditures for information technology systems and equipment and expenditures supporting the expansion of our support platform and ancillary services programs. Includes $28.0 million of deferred capital expenditures for the year ended December 31, 2015, related to the Emeritus merger.
|
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||||||
Total
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
||||||||||||||||||||||
(dollars in millions)
|
||||||||||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||||||||||
Long-term debt and line of credit obligations
(1)
|
$
|
4,698,851
|
$
|
353,023
|
$
|
469,095
|
$
|
1,303,759
|
$
|
237,061
|
$
|
862,843
|
$
|
1,473,070
|
||||||||||||||
Capital and financing lease obligations
(2)
|
4,884,091
|
237,810
|
263,671
|
282,951
|
262,800
|
207,594
|
3,629,265
|
|||||||||||||||||||||
Operating lease obligations
(2)
|
3,100,194
|
390,816
|
373,690
|
358,168
|
340,747
|
300,674
|
1,336,099
|
|||||||||||||||||||||
Refundable entrance fee obligations
(3)
|
23,284
|
1,042
|
1,042
|
1,042
|
1,042
|
1,042
|
18,074
|
|||||||||||||||||||||
Total contractual obligations
|
$
|
12,706,420
|
$
|
982,691
|
$
|
1,107,498
|
$
|
1,945,920
|
$
|
841,650
|
$
|
1,372,153
|
$
|
6,456,508
|
||||||||||||||
Total commercial construction commitments
|
$
|
93,956
|
$
|
67,912
|
$
|
26,044
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(1) | Includes line of credit and contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2015 rate. Long-term debt obligation payments in 2016 include the following debt instruments with post-2016 scheduled maturity dates: (i) $60.8 million of debt on Assets Held for Sale and (ii) $29.1 million of demand notes payable to the unconsolidated CCRC Venture, which we utilize in certain states in lieu of cash reserves. |
(2) | Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the December 31, 2015 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. |
•
|
provision (benefit) for income taxes;
|
•
|
non-operating (income) expense items;
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
straight-line lease expense (income), net of amortization of (above) below market rents;
|
•
|
amortization of deferred gain;
|
•
|
amortization of deferred entrance fees;
|
•
|
non-cash stock-based compensation expense; and
|
•
|
change in future service obligation;
|
•
|
Cash From Facility Operations ("CFFO" as defined below) from unconsolidated ventures; and
|
•
|
entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization).
|
•
|
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)
,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Net income (loss)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
|||
(Benefit) provision for income taxes
|
(92,209
|
)
|
(181,305
|
)
|
1,756
|
|||||||
Equity in loss (earnings) of unconsolidated ventures
|
804
|
(171
|
)
|
(1,484
|
)
|
|||||||
Debt modification and extinguishment costs
|
7,020
|
6,387
|
1,265
|
|||||||||
Other non-operating income
|
(9,827
|
)
|
(7,235
|
)
|
(2,725
|
)
|
||||||
Interest expense:
|
||||||||||||
Debt
|
173,484
|
128,002
|
96,131
|
|||||||||
Capital and financing lease obligations
|
211,132
|
109,998
|
25,194
|
|||||||||
Amortization of deferred financing costs and debt (premium) discount
|
3,351
|
7,477
|
17,054
|
|||||||||
Change in fair value of derivatives
|
797
|
2,711
|
(980
|
)
|
||||||||
Interest income
|
(1,603
|
)
|
(1,343
|
)
|
(1,339
|
)
|
||||||
Income (loss) income from operations
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
|||||||
Depreciation and amortization
|
733,165
|
537,035
|
268,757
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Loss on facility lease termination
|
76,143
|
—
|
—
|
|||||||||
Straight-line lease expense (income)
|
6,956
|
1,439
|
2,597
|
|||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(3,204
|
)
|
(21,220
|
)
|
(29,009
|
)
|
||||||
Amortization of (above) below market lease, net
|
(7,158
|
)
|
(3,444
|
)
|
—
|
|||||||
Non-cash stock-based compensation expense
|
31,651
|
28,299
|
25,978
|
|||||||||
Change in future service obligation
|
(941
|
)
|
670
|
(1,917
|
)
|
|||||||
Entrance fee receipts
(2)
|
13,052
|
53,046
|
92,331
|
|||||||||
Entrance fee disbursements
|
(4,411
|
)
|
(25,865
|
)
|
(35,325
|
)
|
||||||
CFFO from unconsolidated ventures
|
59,767
|
25,334
|
7,804
|
|||||||||
Adjusted EBITDA
|
$
|
793,383
|
$
|
516,009
|
$
|
471,023
|
(1) | The calculation of Adjusted EBITDA includes integration, transaction, transaction-related and EMR roll-out costs of $116.8 million, $146.4 million and $14.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. EMR roll-out costs include third party consulting expenses and internal costs such as training, travel and labor, reflecting time spent by Company personnel on the EMR roll-out project. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. |
(2) | Includes the receipt of refundable and non-refundable entrance fees. |
•
|
deferred income tax provision (benefit);
|
•
|
non-operating (income) expense items;
|
•
|
non-cash financing lease interest expense;
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
straight-line lease expense (income), net of amortization of (above) below market rents;
|
•
|
amortization of deferred gain;
|
•
|
amortization of deferred entrance fees;
|
•
|
non-cash stock-based compensation expense; and
|
•
|
change in future service obligation;
|
•
|
CFFO from unconsolidated ventures; and
|
•
|
entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization);
|
•
|
recurring capital expenditures, net;
|
•
|
lease financing debt amortization with fair market value or no purchase options; and
|
•
|
other.
|
•
|
the cash portion of non-recurring charges related to gain (loss) on sale of communities (including gain (loss) on facility lease termination) 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)
,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Net income (loss)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
|||
Other non-operating income
|
(9,827
|
)
|
(7,235
|
)
|
(2,725
|
)
|
||||||
Equity in loss (earnings) of unconsolidated ventures
|
804
|
(171
|
)
|
(1,484
|
)
|
|||||||
Debt modification and extinguishment costs
|
7,020
|
6,387
|
1,265
|
|||||||||
Interest expense
|
||||||||||||
Amortization of deferred financing costs and debt (premium) discount
|
3,351
|
7,477
|
17,054
|
|||||||||
Change in fair value of derivatives
|
797
|
2,711
|
(980
|
)
|
||||||||
Loss on facility lease termination
|
76,143
|
—
|
—
|
|||||||||
Depreciation and amortization
|
733,165
|
537,035
|
268,757
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Straight-line lease expense (income)
|
6,956
|
1,439
|
2,597
|
|||||||||
Amortization of (above) below market lease, net
|
(7,158
|
)
|
(3,444
|
)
|
—
|
|||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(3,204
|
)
|
(21,220
|
)
|
(29,009
|
)
|
||||||
Non-cash stock-based compensation expense
|
31,651
|
28,299
|
25,978
|
|||||||||
Change in future service obligation
|
(941
|
)
|
670
|
(1,917
|
)
|
|||||||
Entrance fee receipts(2)
|
13,052
|
53,046
|
92,331
|
|||||||||
Entrance fee disbursements
|
(4,411
|
)
|
(25,865
|
)
|
(35,325
|
)
|
||||||
CFFO from unconsolidated ventures
|
59,767
|
25,334
|
7,804
|
|||||||||
Non-cash interest expense on financing lease obligations
|
23,472
|
12,647
|
—
|
|||||||||
Deferred income tax benefit
|
(95,261
|
)
|
(182,371
|
)
|
(183
|
)
|
||||||
Recurring capital expenditures, net
|
(60,937
|
)
|
(50,762
|
)
|
(42,901
|
)
|
||||||
Lease financing debt amortization with fair market value or no purchase options
|
(51,296
|
)
|
(28,618
|
)
|
(13,927
|
)
|
||||||
Other
|
(1,499
|
)
|
6,789
|
1,753
|
||||||||
Cash From Facility Operations
|
$
|
317,058
|
$
|
218,342
|
$
|
294,023
|
(1) | The calculation of CFFO includes integration, transaction, transaction-related and EMR roll-out costs of $123.7 million (including $6.9 million of debt modification costs excluded from Adjusted EBITDA), $146.4 million and $14.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. EMR roll-out costs include third party consulting expenses and internal costs such as training, travel and labor, reflecting time spent by Company personnel on the EMR roll-out project. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. |
(2) | Includes the receipt of refundable and non-refundable entrance fees. |
•
|
provision (benefit) for income taxes;
|
•
|
non-operating (income) expense items;
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
facility lease expense;
|
•
|
general and administrative expense, including non-cash stock-based compensation expense;
|
•
|
transaction costs;
|
•
|
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,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Net income (loss)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
|||
(Benefit) provision for income taxes
|
(92,209
|
)
|
(181,305
|
)
|
1,756
|
|||||||
Equity in loss (earnings) of unconsolidated ventures
|
804
|
(171
|
)
|
(1,484
|
)
|
|||||||
Debt modification and extinguishment costs
|
7,020
|
6,387
|
1,265
|
|||||||||
Other non-operating income
|
(9,827
|
)
|
(7,235
|
)
|
(2,725
|
)
|
||||||
Interest expense:
|
||||||||||||
Debt
|
173,484
|
128,002
|
96,131
|
|||||||||
Capital and financing lease obligations
|
211,132
|
109,998
|
25,194
|
|||||||||
Amortization of deferred financing costs and debt (premium) discount
|
3,351
|
7,477
|
17,054
|
|||||||||
Change in fair value of derivatives
|
797
|
2,711
|
(980
|
)
|
||||||||
Interest income
|
(1,603
|
)
|
(1,343
|
)
|
(1,339
|
)
|
||||||
Income (loss) from operations
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
|||||||
Depreciation and amortization
|
733,165
|
537,035
|
268,757
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Facility lease expense
|
367,574
|
323,830
|
276,729
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
370,579
|
280,267
|
180,627
|
|||||||||
Transaction costs
|
8,252
|
66,949
|
3,921
|
|||||||||
Loss on facility lease termination
|
76,143
|
—
|
—
|
|||||||||
Change in future service obligation
|
(941
|
)
|
670
|
(1,917
|
)
|
|||||||
Amortization of entrance fees
|
(3,204
|
)
|
(21,220
|
)
|
(29,009
|
)
|
||||||
Management fees
|
(60,183
|
)
|
(42,239
|
)
|
(31,125
|
)
|
||||||
Facility Operating Income
|
$
|
1,384,120
|
$
|
1,070,379
|
$
|
812,162
|
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
76
|
Report of Independent Registered Public Accounting Firm
|
77
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
78
|
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
|
79
|
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013
|
80
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
|
81
|
Notes to Consolidated Financial Statements
|
82
|
Schedule II — Valuation and Qualifying Accounts
|
113
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
12 February 2016
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
12 February 2016
|
|
December 31,
|
|||||||
|
2015
|
2014
|
||||||
Assets
|
|
|
||||||
Current assets
|
|
|
||||||
Cash and cash equivalents
|
$
|
88,029
|
$
|
104,083
|
||||
Cash and escrow deposits – restricted
|
32,570
|
38,862
|
||||||
Accounts receivable, net
|
144,053
|
149,730
|
||||||
Assets held for sale
|
110,620
|
—
|
||||||
Prepaid expenses and other current assets, net
|
122,671
|
237,915
|
||||||
Total current assets
|
497,943
|
530,590
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
8,031,376
|
8,389,505
|
||||||
Cash and escrow deposits – restricted
|
33,382
|
56,376
|
||||||
Investment in unconsolidated ventures
|
371,639
|
312,925
|
||||||
Goodwill
|
725,696
|
736,805
|
||||||
Other intangible assets, net
|
129,186
|
154,773
|
||||||
Other assets, net
|
259,342
|
236,487
|
||||||
Total assets
|
$
|
10,048,564
|
$
|
10,417,461
|
||||
Liabilities and Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
173,454
|
$
|
156,056
|
||||
Current portion of capital and financing lease obligations
|
62,150
|
112,343
|
||||||
Trade accounts payable
|
128,006
|
76,314
|
||||||
Accrued expenses
|
372,874
|
422,654
|
||||||
Refundable entrance fees and deferred revenue
|
99,277
|
101,613
|
||||||
Tenant security deposits
|
4,387
|
4,916
|
||||||
Total current liabilities
|
840,148
|
873,896
|
||||||
Long-term debt, less current portion
|
3,459,371
|
3,340,971
|
||||||
Capital and financing lease obligations, less current portion
|
2,427,438
|
2,536,883
|
||||||
Line of credit
|
310,000
|
100,000
|
||||||
Deferred liabilities
|
266,537
|
256,346
|
||||||
Deferred tax liability
|
69,051
|
159,275
|
||||||
Other liabilities
|
217,292
|
267,849
|
||||||
Total liabilities
|
7,589,837
|
7,535,220
|
||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2015 and 2014; no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2015 and 2014; 190,767,191 and 189,466,395 shares issued and 188,338,790 and 187,037,994 shares outstanding (including 3,453,991 and 3,552,143 unvested restricted shares), respectively
|
1,883
|
1,870
|
||||||
Additional paid-in-capital
|
4,069,283
|
4,034,655
|
||||||
Treasury stock, at cost; 2,428,401 shares at December 31, 2015 and 2014
|
(46,800
|
)
|
(46,800
|
)
|
||||
Accumulated deficit
|
(1,565,478
|
)
|
(1,108,001
|
)
|
||||
Total Brookdale Senior Living Inc. stockholders' equity
|
2,458,888
|
2,881,724
|
||||||
Noncontrolling interest
|
(161
|
)
|
517
|
|||||
Total equity
|
2,458,727
|
2,882,241
|
||||||
Total liabilities and equity
|
$
|
10,048,564
|
$
|
10,417,461
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Revenue
|
|
|
|
|||||||||
Resident fees
|
$
|
4,177,127
|
$
|
3,301,297
|
$
|
2,515,033
|
||||||
Management fees
|
60,183
|
42,239
|
31,125
|
|||||||||
Reimbursed costs incurred on behalf of managed communities
|
723,298
|
488,170
|
345,808
|
|||||||||
Total revenue
|
4,960,608
|
3,831,706
|
2,891,966
|
|||||||||
Expense
|
||||||||||||
Facility operating expense (excluding depreciation and amortization of $684,448, $503,662 and $238,153, respectively)
|
2,788,862
|
2,210,368
|
1,671,945
|
|||||||||
General and administrative expense (including non-cash stock-based compensation expense of $31,651, $28,299 and $25,978, respectively)
|
370,579
|
280,267
|
180,627
|
|||||||||
Transaction costs
|
8,252
|
66,949
|
3,921
|
|||||||||
Facility lease expense
|
367,574
|
323,830
|
276,729
|
|||||||||
Depreciation and amortization
|
733,165
|
537,035
|
268,757
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Loss on facility lease termination
|
76,143
|
—
|
—
|
|||||||||
Costs incurred on behalf of managed communities
|
723,298
|
488,170
|
345,808
|
|||||||||
Total operating expense
|
5,125,814
|
3,916,611
|
2,760,678
|
|||||||||
Income (loss) from operations
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
|||||||
|
||||||||||||
Interest income
|
1,603
|
1,343
|
1,339
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
(173,484
|
)
|
(128,002
|
)
|
(96,131
|
)
|
||||||
Capital and financing lease obligations
|
(211,132
|
)
|
(109,998
|
)
|
(25,194
|
)
|
||||||
Amortization of deferred financing costs and debt premium (discount)
|
(3,351
|
)
|
(7,477
|
)
|
(17,054
|
)
|
||||||
Change in fair value of derivatives
|
(797
|
)
|
(2,711
|
)
|
980
|
|||||||
Debt modification and extinguishment costs
|
(7,020
|
)
|
(6,387
|
)
|
(1,265
|
)
|
||||||
Equity in (loss) earnings of unconsolidated ventures
|
(804
|
)
|
171
|
1,484
|
||||||||
Other non-operating income
|
9,827
|
7,235
|
2,725
|
|||||||||
Income (loss) before income taxes
|
(550,364
|
)
|
(330,731
|
)
|
(1,828
|
)
|
||||||
Benefit (provision) for income taxes
|
92,209
|
181,305
|
(1,756
|
)
|
||||||||
Net income (loss)
|
(458,155
|
)
|
(149,426
|
)
|
(3,584
|
)
|
||||||
Net (income) loss attributable to noncontrolling interest
|
678
|
436
|
—
|
|||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
|||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
|||
Weighted average shares used in computing basic and diluted net income (loss) per share
|
184,333
|
148,185
|
123,671
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
||||||||||||||||||||||||
Balances at January 1, 2013
|
126,689
|
$
|
1,267
|
$
|
1,997,946
|
$
|
(46,800
|
)
|
$
|
(955,427
|
)
|
$
|
996,986
|
$
|
—
|
$
|
996,986
|
|||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
25,978
|
—
|
—
|
25,978
|
—
|
25,978
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(3,584
|
)
|
(3,584
|
)
|
—
|
(3,584
|
)
|
|||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
62
|
—
|
1,503
|
—
|
—
|
1,503
|
—
|
1,503
|
||||||||||||||||||||||||
Restricted stock, net
|
976
|
10
|
(10
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
—
|
—
|
54
|
—
|
—
|
54
|
—
|
54
|
||||||||||||||||||||||||
Balances at December 31, 2013
|
127,727
|
1,277
|
2,025,471
|
(46,800
|
)
|
(959,011
|
)
|
1,020,937
|
—
|
1,020,937
|
||||||||||||||||||||||
Noncontrolling interest in Emeritus acquisition
|
—
|
—
|
—
|
—
|
—
|
—
|
953
|
953
|
||||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
28,299
|
—
|
—
|
28,299
|
—
|
28,299
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(148,990
|
)
|
(148,990
|
)
|
(436
|
)
|
(149,426
|
)
|
||||||||||||||||||||
Common stock issued in connection with Emeritus acquisition
|
47,584
|
476
|
1,648,306
|
—
|
—
|
1,648,782
|
—
|
1,648,782
|
||||||||||||||||||||||||
Issuance of common stock from equity offering, net
|
10,299
|
103
|
330,283
|
—
|
—
|
330,386
|
—
|
330,386
|
||||||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
64
|
—
|
2,004
|
—
|
—
|
2,004
|
—
|
2,004
|
||||||||||||||||||||||||
Restricted stock, net
|
1,364
|
14
|
(14
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
—
|
—
|
306
|
—
|
—
|
306
|
—
|
306
|
||||||||||||||||||||||||
Balances at December 31, 2014
|
187,038
|
1,870
|
4,034,655
|
(46,800
|
)
|
(1,108,001
|
)
|
2,881,724
|
517
|
2,882,241
|
||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
31,651
|
—
|
—
|
31,651
|
—
|
31,651
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(457,477
|
)
|
(457,477
|
)
|
(678
|
)
|
(458,155
|
)
|
||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
122
|
1
|
2,869
|
—
|
—
|
2,870
|
—
|
2,870
|
||||||||||||||||||||||||
Restricted stock, net
|
1,179
|
12
|
(12
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
—
|
—
|
120
|
—
|
—
|
120
|
—
|
120
|
||||||||||||||||||||||||
Balances at December 31, 2015
|
188,339
|
$
|
1,883
|
$
|
4,069,283
|
$
|
(46,800
|
)
|
$
|
(1,565,478
|
)
|
$
|
2,458,888
|
$
|
(161
|
)
|
$
|
2,458,727
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Cash Flows from Operating Activities
|
|
|
|
|||||||||
Net income (loss)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
$
|
(3,584
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||
Loss on extinguishment of debt, net
|
121
|
6,387
|
1,265
|
|||||||||
Depreciation and amortization, net
|
736,516
|
544,512
|
285,811
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Equity in loss (earnings) of unconsolidated ventures
|
804
|
(171
|
)
|
(1,484
|
)
|
|||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
7,825
|
1,840
|
2,691
|
|||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(3,204
|
)
|
(21,220
|
)
|
(29,009
|
)
|
||||||
Proceeds from deferred entrance fee revenue
|
11,113
|
32,704
|
44,191
|
|||||||||
Deferred income tax benefit
|
(95,261
|
)
|
(182,371
|
)
|
(183
|
)
|
||||||
Change in deferred lease liability
|
6,956
|
1,439
|
2,597
|
|||||||||
Change in fair value of derivatives
|
797
|
2,711
|
(980
|
)
|
||||||||
Gain on sale of assets
|
(1,270
|
)
|
(446
|
)
|
(972
|
)
|
||||||
Change in future service obligation
|
(941
|
)
|
670
|
(1,917
|
)
|
|||||||
Non-cash stock-based compensation
|
31,651
|
28,299
|
25,978
|
|||||||||
Non-cash interest expense on financing lease obligations
|
23,472
|
12,647
|
—
|
|||||||||
Amortization of (above) below market rents, net
|
(7,158
|
)
|
(3,444
|
)
|
—
|
|||||||
Other
|
(3,157
|
)
|
—
|
—
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
5,608
|
3,510
|
(5,449
|
)
|
||||||||
Prepaid expenses and other assets, net
|
51,079
|
(52,868
|
)
|
7,483
|
||||||||
Accounts payable and accrued expenses
|
(60,564
|
)
|
16,812
|
33,837
|
||||||||
Tenant refundable fees and security deposits
|
(524
|
)
|
(1,183
|
)
|
(792
|
)
|
||||||
Deferred revenue
|
(6,911
|
)
|
(3,370
|
)
|
(1,881
|
)
|
||||||
Net cash provided by operating activities
|
292,366
|
242,652
|
366,121
|
|||||||||
Cash Flows from Investing Activities
|
||||||||||||
Decrease (increase) in lease security deposits and lease acquisition deposits, net
|
10,866
|
(48,944
|
)
|
(2,051
|
)
|
|||||||
Decrease in cash and escrow deposits — restricted
|
29,286
|
56,935
|
10,726
|
|||||||||
Additions to property, plant and equipment, and leasehold intangibles, net
|
(411,051
|
)
|
(304,245
|
)
|
(257,527
|
)
|
||||||
Acquisition of assets, net of related payables and cash received
|
(191,216
|
)
|
(40,441
|
)
|
(34,686
|
)
|
||||||
Acquisition of Emeritus Corporation, cash acquired
|
—
|
28,429
|
—
|
|||||||||
Investment in unconsolidated ventures
|
(69,297
|
)
|
(26,499
|
)
|
(17,172
|
)
|
||||||
Distributions received from unconsolidated ventures
|
9,054
|
12,275
|
1,600
|
|||||||||
Proceeds from sale of assets, net
|
49,226
|
4,339
|
34,136
|
|||||||||
Other
|
4,155
|
3,269
|
168
|
|||||||||
Net cash used in investing activities
|
(568,977
|
)
|
(314,882
|
)
|
(264,806
|
)
|
||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from debt
|
585,650
|
326,639
|
662,934
|
|||||||||
Repayment of debt and capital and financing lease obligations
|
(485,762
|
)
|
(584,345
|
)
|
(724,133
|
)
|
||||||
Proceeds from line of credit
|
1,175,000
|
442,000
|
425,000
|
|||||||||
Repayment of line of credit
|
(965,000
|
)
|
(372,000
|
)
|
(475,000
|
)
|
||||||
Proceeds from public equity offering, net
|
—
|
330,386
|
—
|
|||||||||
Payment of financing costs, net of related payables
|
(32,622
|
)
|
(9,393
|
)
|
(11,576
|
)
|
||||||
Refundable entrance fees:
|
||||||||||||
Proceeds from refundable entrance fees
|
1,939
|
20,342
|
48,140
|
|||||||||
Refunds of entrance fees
|
(4,411
|
)
|
(25,865
|
)
|
(35,325
|
)
|
||||||
Cash portion of loss on extinguishment of debt
|
(44
|
)
|
(4,101
|
)
|
(502
|
)
|
||||||
Payment on lease termination
|
(17,000
|
)
|
(7,750
|
)
|
—
|
|||||||
Other
|
2,807
|
1,889
|
(1,582
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
260,557
|
117,802
|
(112,044
|
)
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
(16,054
|
)
|
45,572
|
(10,729
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
104,083
|
58,511
|
69,240
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
88,029
|
$
|
104,083
|
$
|
58,511
|
|
December 31,
|
|||||||
|
2015
|
2014
|
||||||
Current:
|
|
|
||||||
Real estate tax and property insurance escrows
|
$
|
18,862
|
$
|
17,926
|
||||
Replacement reserve escrows
|
8,011
|
15,535
|
||||||
Resident deposits
|
862
|
1,054
|
||||||
Other
|
4,835
|
4,347
|
||||||
Subtotal
|
32,570
|
38,862
|
||||||
Long term:
|
||||||||
Insurance deposits
|
15,318
|
19,299
|
||||||
CCRC escrows
|
13,233
|
13,214
|
||||||
Debt service reserve
|
3,429
|
1,728
|
||||||
Letter of credit collateral
|
1,202
|
21,935
|
||||||
Other
|
200
|
200
|
||||||
Subtotal
|
33,382
|
56,376
|
||||||
Total
|
$
|
65,952
|
$
|
95,238
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
|
40
|
Furniture and equipment
|
|
3 – 7
|
Resident lease intangibles
|
|
1 – 3
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Trade names
|
2 - 5
|
|
Other
|
|
3 – 9
|
Cash and cash equivalents
|
$
|
28
|
||
Property, plant and equipment and leasehold intangibles
|
5,506
|
|||
Goodwill
|
645
|
|||
Other intangible assets, net
|
259
|
|||
Other assets, net
|
307
|
|||
Trade accounts payable and accrued expenses
|
(297
|
)
|
||
Long-term debt
|
(1,516
|
)
|
||
Capital and financing lease obligations
|
(2,692
|
)
|
||
Deferred tax liability
|
(339
|
)
|
||
Other liabilities
|
(251
|
)
|
||
Noncontrolling interest
|
(1
|
)
|
||
Fair value of Brookdale common stock issued
|
$
|
1,649
|
|
Year Ended
December 31,
|
|||||||
|
2014
|
2013
|
||||||
Total revenue
|
$
|
5,055
|
$
|
4,853
|
||||
Net income (loss) attributable to common stockholders
|
(103
|
)
|
(424
|
)
|
||||
Basic and diluted net income (loss) per share attributable to common stockholders
|
$
|
(0.59
|
)
|
$
|
(2.48
|
)
|
||
Weighted average shares used in computing basic and diluted net income (loss) per share (in thousands)
|
175,823
|
171,255
|
VIE
|
Asset
|
Maximum Exposure to Loss
|
Carrying Amount
|
||||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
180.5
|
$
|
180.5
|
||||
HCP 49 Venture opco and propco
|
Investment in unconsolidated ventures
|
$
|
72.4
|
$
|
72.4
|
||||
Other
|
Investment in unconsolidated ventures
|
$
|
5.3
|
$
|
1.7
|
Venture
|
Ownership Percentage
|
|
CCRC Venture
|
51%
|
|
HCP 49 Venture
|
|
20%
|
BKD-HCN venture opco and propco
|
|
20%
|
HCP 35 Venture
|
10%
|
|
S-H Twenty-One venture opco and propco
|
10%
|
|
2015
|
2014
|
||||||
Land
|
$
|
486,567
|
$
|
475,485
|
||||
Buildings and improvements
|
5,260,826
|
5,017,991
|
||||||
Leasehold improvements
|
100,430
|
56,515
|
||||||
Furniture and equipment
|
895,447
|
735,837
|
||||||
Resident and leasehold operating intangibles
|
783,434
|
852,746
|
||||||
Construction in progress
|
138,054
|
99,408
|
||||||
Assets under capital and financing leases
|
2,909,653
|
3,057,516
|
||||||
|
10,574,411
|
10,295,498
|
||||||
Accumulated depreciation and amortization
|
(2,543,035
|
)
|
(1,905,993
|
)
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
8,031,376
|
$
|
8,389,505
|
Year Ending December 31,
|
Future
Amortization
|
|||
2016
|
$
|
19,390
|
||
2017
|
13,011
|
|||
2018
|
7,603
|
|||
2019
|
6,247
|
|||
2020
|
4,345
|
|||
Thereafter
|
12,663
|
|||
Total
|
$
|
63,259
|
|
December 31, 2015
|
December 31, 2014
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Impairment and Other Charges
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Impairment and Other Charges
|
Net
|
||||||||||||||||||
Retirement Centers
|
$
|
28,141
|
$
|
(721
|
)
|
$
|
27,420
|
$
|
28,141
|
$
|
(521
|
)
|
$
|
27,620
|
||||||||||
Assisted Living
|
591,814
|
(20,348
|
)
|
571,466
|
582,623
|
(248
|
)
|
582,375
|
||||||||||||||||
Brookdale Ancillary Services
|
126,810
|
—
|
126,810
|
126,810
|
—
|
126,810
|
||||||||||||||||||
Total
|
$
|
746,765
|
$
|
(21,069
|
)
|
$
|
725,696
|
$
|
737,574
|
$
|
(769
|
)
|
$
|
736,805
|
|
December 31, 2015
|
December 31, 2014
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||||||||
Community purchase options
|
$
|
40,270
|
$
|
—
|
$
|
40,270
|
$
|
55,738
|
$
|
—
|
$
|
55,738
|
||||||||||||
Health care licenses
|
66,612
|
—
|
66,612
|
64,538
|
—
|
64,538
|
||||||||||||||||||
Trade names
|
27,800
|
(14,209
|
)
|
13,591
|
27,800
|
(4,179
|
)
|
23,621
|
||||||||||||||||
Other
|
13,531
|
(4,818
|
)
|
8,713
|
13,531
|
(2,655
|
)
|
10,876
|
||||||||||||||||
Total
|
$
|
148,213
|
$
|
(19,027
|
)
|
$
|
129,186
|
$
|
161,607
|
$
|
(6,834
|
)
|
$
|
154,773
|
Year Ending December 31,
|
Future
Amortization
|
|||
2016
|
$
|
8,165
|
||
2017
|
3,726
|
|||
2018
|
3,717
|
|||
2019
|
2,638
|
|||
2020
|
1,133
|
|||
Thereafter
|
2,925
|
|||
Total
|
$
|
22,304
|
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
2016
|
$
|
180,423
|
$
|
237,810
|
$
|
418,233
|
||||||
2017
|
308,023
|
263,671
|
571,694
|
|||||||||
2018
|
1,179,702
|
282,951
|
1,462,653
|
|||||||||
2019
|
143,473
|
262,800
|
406,273
|
|||||||||
2020
|
490,605
|
207,594
|
698,199
|
|||||||||
Thereafter
|
1,361,903
|
3,629,265
|
4,991,168
|
|||||||||
Total obligations
|
3,664,129
|
4,884,091
|
8,548,220
|
|||||||||
Less amount representing debt discount and deferred financing costs, net
|
(31,304
|
)
|
—
|
(31,304
|
)
|
|||||||
Less amount representing interest (weighted average interest rate of 8.11%)
|
—
|
(2,394,503
|
)
|
(2,394,503
|
)
|
|||||||
Total
|
$
|
3,632,825
|
$
|
2,489,588
|
$
|
6,122,413
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Coupon interest
|
$
|
8,697
|
$
|
8,697
|
$
|
8,697
|
||||||
Amortization of discount
|
11,732
|
10,902
|
10,131
|
|||||||||
Interest expense related to convertible notes
|
$
|
20,429
|
$
|
19,599
|
$
|
18,828
|
Current notional balance
|
$
|
983,281
|
||
Weighted average fixed cap rate
|
4.34
|
%
|
||
Earliest maturity date
|
2016
|
|||
Latest maturity date
|
2018
|
|||
Estimated asset fair value (included in other assets, net at December 31, 2015)
|
$
|
29
|
||
Estimated asset fair value (included in other assets, net at December 31, 2014)
|
$
|
763
|
|
2015
|
2014
|
||||||
Insurance reserves
|
$
|
94,948
|
$
|
116,858
|
||||
Salaries and wages
|
80,291
|
124,935
|
||||||
Vacation
|
44,421
|
43,037
|
||||||
Real estate taxes
|
37,206
|
43,155
|
||||||
Lease payable
|
20,714
|
30,001
|
||||||
Interest
|
12,940
|
12,757
|
||||||
Accrued utilities
|
11,949
|
12,798
|
||||||
Taxes payable
|
3,265
|
2,679
|
||||||
Other
|
67,140
|
36,434
|
||||||
Total
|
$
|
372,874
|
$
|
422,654
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Cash basis payment
|
$
|
372,148
|
$
|
330,207
|
$
|
278,504
|
||||||
Straight-line (income) expense
|
6,956
|
1,439
|
2,597
|
|||||||||
Amortization of (above) below market rents, net
|
(7,158
|
)
|
(3,444
|
)
|
—
|
|||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Facility lease expense
|
$
|
367,574
|
$
|
323,830
|
$
|
276,729
|
Year Ending December 31,
|
Operating
Leases
|
|||
2016
|
$
|
390,816
|
||
2017
|
373,690
|
|||
2018
|
358,168
|
|||
2019
|
340,747
|
|||
2020
|
300,674
|
|||
Thereafter
|
1,336,099
|
|||
Total
|
$
|
3,100,194
|
|
Number of Shares
|
Weighted
Average
Grant Date Fair Value
|
||||||
Outstanding on January 1, 2013
|
3,952
|
$
|
16.67
|
|||||
Granted
|
1,328
|
$
|
26.98
|
|||||
Vested
|
(1,455
|
)
|
$
|
15.08
|
||||
Cancelled/forfeited
|
(452
|
)
|
$
|
18.87
|
||||
Outstanding on December 31, 2013
|
3,373
|
$
|
21.12
|
|||||
Granted
|
1,662
|
$
|
29.79
|
|||||
Vested
|
(1,185
|
)
|
$
|
19.58
|
||||
Cancelled/forfeited
|
(298
|
)
|
$
|
21.02
|
||||
Outstanding on December 31, 2014
|
3,552
|
$
|
25.70
|
|||||
Granted
|
1,698
|
$
|
32.75
|
|||||
Vested
|
(1,275
|
)
|
$
|
23.55
|
||||
Cancelled/forfeited
|
(521
|
)
|
$
|
18.68
|
||||
Outstanding on December 31, 2015
|
3,454
|
$
|
28.80
|
|
Shares Granted
|
Value Per Share
|
Total Value
|
|||||||||
Three months ended March 31, 2015
|
1,335
|
$
|
34.57 - $34.89
|
$
|
46,142
|
|||||||
Three months ended June 30, 2015
|
70
|
$
|
36.12
|
$
|
2,540
|
|||||||
Three months ended September 30, 2015
|
49
|
$
|
33.02
|
$
|
1,611
|
|||||||
Three months ended December 31, 2015
|
244
|
$
|
21.82
|
$
|
5,327
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Federal:
|
|
|
|
|||||||||
Current
|
$
|
49
|
$
|
1,367
|
$
|
(312
|
)
|
|||||
Deferred
|
95,259
|
182,371
|
183
|
|||||||||
Total Federal
|
95,308
|
183,738
|
(129
|
)
|
||||||||
State:
|
||||||||||||
Current
|
(3,099
|
)
|
(2,433
|
)
|
(1,627
|
)
|
||||||
Deferred (included in Federal above)
|
—
|
—
|
—
|
|||||||||
Total State
|
(3,099
|
)
|
(2,433
|
)
|
(1,627
|
)
|
||||||
Total
|
$
|
92,209
|
$
|
181,305
|
$
|
(1,756
|
)
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Tax benefit at U.S. statutory rate
|
$
|
192,390
|
$
|
115,603
|
$
|
640
|
||||||
State taxes, net of federal income tax
|
18,323
|
11,582
|
(985
|
)
|
||||||||
Tax credits
|
3,937
|
(2,222
|
)
|
9,757
|
||||||||
Valuation allowance
|
(111,797
|
)
|
64,155
|
(7,097
|
)
|
|||||||
Goodwill impairment
|
(7,856
|
)
|
—
|
—
|
||||||||
Meals and entertainment
|
(1,090
|
)
|
(946
|
)
|
(496
|
)
|
||||||
Other, net
|
(1,626
|
)
|
(713
|
)
|
(1,007
|
)
|
||||||
Return to provision
|
(72
|
)
|
716
|
(2,568
|
)
|
|||||||
Non-deductible transaction costs
|
—
|
(6,870
|
)
|
—
|
||||||||
Total
|
$
|
92,209
|
$
|
181,305
|
$
|
(1,756
|
)
|
|
2015
|
2014
|
||||||
Deferred income tax assets:
|
|
|
||||||
Capital and financing lease obligations
|
$
|
872,002
|
$
|
945,000
|
||||
Operating loss carryforwards
|
282,075
|
227,956
|
||||||
Accrued expenses
|
144,691
|
146,536
|
||||||
Deferred lease liability
|
94,105
|
77,790
|
||||||
Tax credits
|
40,974
|
34,860
|
||||||
Intangible assets
|
22,522
|
17,785
|
||||||
Deferred gain on sale leaseback
|
5,661
|
7,073
|
||||||
Prepaid revenue
|
2,415
|
5,835
|
||||||
Total gross deferred income tax asset
|
1,464,445
|
1,462,835
|
||||||
Valuation allowance
|
(121,602
|
)
|
(9,213
|
)
|
||||
Net deferred income tax assets
|
1,342,843
|
1,453,622
|
||||||
Deferred income tax liabilities:
|
||||||||
Property, plant and equipment
|
(1,320,423
|
)
|
(1,556,603
|
)
|
||||
Investment in unconsolidated ventures
|
(88,798
|
)
|
(54,113
|
)
|
||||
Other
|
(2,673
|
)
|
(2,181
|
)
|
||||
Total gross deferred income tax liability
|
(1,411,894
|
)
|
(1,612,897
|
)
|
||||
Net deferred tax liability
|
$
|
(69,051
|
)
|
$
|
(159,275
|
)
|
Balance at January 1, 2015
|
$
|
30,195
|
||
Additions for tax positions related to the current year
|
—
|
|||
Additions for tax positions related to prior years
|
50
|
|||
Reductions for tax positions related to prior years
|
(9
|
)
|
||
Balance at December 31, 2015
|
$
|
30,236
|
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2015
|
2014
|
2013
|
|||||||||
Interest paid
|
$
|
360,960
|
$
|
226,594
|
$
|
123,036
|
||||||
Income taxes paid
|
$
|
2,952
|
$
|
2,746
|
$
|
2,283
|
||||||
Additions to property, plant and equipment and leasehold improvements
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
448,682
|
$
|
304,245
|
$
|
257,527
|
||||||
Accounts payable
|
(37,631
|
)
|
—
|
—
|
||||||||
Net cash paid
|
$
|
411,051
|
$
|
304,245
|
$
|
257,527
|
||||||
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
Cash and escrow deposits—restricted
|
$
|
—
|
$
|
—
|
$
|
466
|
||||||
Prepaid expenses and other assets, net
|
(53,405
|
)
|
(3,138
|
)
|
346
|
|||||||
Property, plant and equipment and leasehold intangibles, net
|
198,558
|
80,330
|
99,657
|
|||||||||
Other intangible assets, net
|
(7,294
|
)
|
(23,978
|
)
|
3,517
|
|||||||
Accrued expenses
|
—
|
—
|
(5,169
|
)
|
||||||||
Long-term debt
|
(101,558
|
)
|
7,795
|
(64,131
|
)
|
|||||||
Capital and financing lease obligations
|
155,230
|
—
|
—
|
|||||||||
Other liabilities
|
(315
|
)
|
(20,568
|
)
|
—
|
|||||||
Net cash paid
|
$
|
191,216
|
$
|
40,441
|
$
|
34,686
|
||||||
Proceeds from sale of assets, net:
|
||||||||||||
Prepaid expenses and other assets, net
|
$
|
25,780
|
$
|
—
|
$
|
—
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
(82,953
|
)
|
—
|
—
|
||||||||
Capital and financing lease obligations
|
8,907
|
—
|
—
|
|||||||||
Other liabilities
|
(960
|
)
|
—
|
—
|
||||||||
Net cash received
|
$
|
(49,226
|
)
|
$
|
—
|
$
|
—
|
|||||
Formation of CCRC Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
(729,123
|
)
|
$
|
—
|
|||||
Investment in unconsolidated ventures
|
—
|
194,485
|
—
|
|||||||||
Other intangible assets, net
|
—
|
(56,829
|
)
|
—
|
||||||||
Other assets, net
|
—
|
(9,137
|
)
|
—
|
||||||||
Long-term debt
|
—
|
170,416
|
—
|
|||||||||
Capital and financing lease obligations
|
—
|
27,085
|
—
|
|||||||||
Refundable entrance fees and deferred revenue
|
—
|
413,761
|
—
|
|||||||||
Other liabilities
|
—
|
1,514
|
—
|
|||||||||
Net cash paid
|
$
|
—
|
$
|
12,172
|
$
|
—
|
||||||
Formation of HCP 49 Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
(525,446
|
)
|
$
|
—
|
|||||
Investment in unconsolidated ventures
|
—
|
71,656
|
—
|
|||||||||
Long-term debt
|
—
|
(67,640
|
)
|
—
|
||||||||
Capital and financing lease obligations
|
—
|
538,355
|
—
|
|||||||||
Other liabilities
|
—
|
(9,034
|
)
|
—
|
||||||||
Net cash paid
|
$
|
—
|
$
|
7,891
|
$
|
—
|
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
|
||||||||||||
Capital and financing leases:
|
|
|
|
|||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
26,644
|
$
|
27,100
|
$
|
—
|
||||||
Other intangible assets, net
|
(5,202
|
)
|
—
|
—
|
||||||||
Capital and financing lease obligations
|
(23,738
|
)
|
(27,100
|
)
|
—
|
|||||||
Other liabilities
|
2,296
|
—
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Master Lease amendment:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
385,696
|
$
|
—
|
||||||
Other intangible assets, net
|
—
|
(174,012
|
)
|
—
|
||||||||
Capital and financing lease obligations
|
—
|
(217,022
|
)
|
—
|
||||||||
Other liabilities
|
—
|
5,338
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Assets designated as held for sale:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
(113,592
|
)
|
$
|
—
|
$
|
—
|
|||||
Assets held for sale
|
110,620
|
—
|
—
|
|||||||||
Goodwill
|
(12,200
|
)
|
—
|
—
|
||||||||
Asset impairment
|
15,172
|
—
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Contribution to CCRC venture:
|
||||||||||||
Property, plant and equipment
|
$
|
(25,717
|
)
|
$
|
—
|
$
|
—
|
|||||
Investment in unconsolidated ventures
|
7,422
|
—
|
—
|
|||||||||
Long-term debt
|
18,295
|
—
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
Revenue:
|
|
|
|
|||||||||
Retirement Centers
(1)
|
$
|
657,940
|
$
|
582,312
|
$
|
526,284
|
||||||
Assisted Living
(1)
|
2,445,457
|
1,685,563
|
1,051,868
|
|||||||||
CCRCs - Rental
(1)
|
604,572
|
493,173
|
396,975
|
|||||||||
CCRCs - Entry Fee
(1)
|
—
|
202,414
|
297,756
|
|||||||||
Brookdale Ancillary Services
(1)
|
469,158
|
337,835
|
242,150
|
|||||||||
Management Services
(2)
|
783,481
|
530,409
|
376,933
|
|||||||||
|
$
|
4,960,608
|
$
|
3,831,706
|
$
|
2,891,966
|
||||||
Segment Operating Income
(3)
:
|
||||||||||||
Retirement Centers
|
$
|
285,257
|
$
|
248,883
|
$
|
222,282
|
||||||
Assisted Living
|
877,303
|
608,489
|
389,678
|
|||||||||
CCRCs - Rental
|
150,495
|
121,661
|
109,026
|
|||||||||
CCRCs - Entry Fee
|
—
|
48,433
|
76,393
|
|||||||||
Brookdale Ancillary Services
|
75,210
|
63,463
|
45,709
|
|||||||||
Management Services
|
60,183
|
42,239
|
31,125
|
|||||||||
|
1,448,448
|
1,133,168
|
874,213
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
370,579
|
280,267
|
180,627
|
|||||||||
Transaction costs
|
8,252
|
66,949
|
3,921
|
|||||||||
Facility lease expense:
|
||||||||||||
Retirement Centers
|
114,738
|
98,321
|
91,258
|
|||||||||
Assisted Living
|
197,452
|
162,575
|
123,980
|
|||||||||
CCRCs - Rental
|
47,937
|
51,523
|
48,809
|
|||||||||
CCRCs - Entry Fee
|
—
|
4,362
|
7,470
|
|||||||||
Brookdale Ancillary Services
|
—
|
890
|
—
|
|||||||||
Corporate and Management Services
|
7,447
|
6,159
|
5,212
|
|||||||||
Depreciation and amortization:
|
||||||||||||
Retirement Centers
|
104,063
|
86,188
|
64,353
|
|||||||||
Assisted Living
|
489,933
|
317,918
|
85,337
|
|||||||||
CCRCs - Rental
|
87,754
|
60,175
|
30,957
|
|||||||||
CCRCs - Entry Fee
|
—
|
37,524
|
55,842
|
|||||||||
Brookdale Ancillary Services
|
7,451
|
4,764
|
3,023
|
Corporate and Management Services
|
43,964
|
30,466
|
29,245
|
|||||||||
Asset impairment
|
57,941
|
9,992
|
12,891
|
|||||||||
Loss on facility lease termination
|
76,143
|
—
|
—
|
|||||||||
(Loss) income from operations
|
$
|
(165,206
|
)
|
$
|
(84,905
|
)
|
$
|
131,288
|
||||
|
||||||||||||
Total interest expense:
|
||||||||||||
Retirement Centers
|
$
|
58,397
|
$
|
41,906
|
$
|
31,286
|
||||||
Assisted Living
|
250,116
|
140,001
|
51,410
|
|||||||||
CCRCs - Rental
|
39,502
|
28,418
|
17,512
|
|||||||||
CCRCs - Entry Fee
|
—
|
7,530
|
11,911
|
|||||||||
Brookdale Ancillary Services
|
1,354
|
823
|
—
|
|||||||||
Corporate and Management Services
|
39,395
|
29,510
|
25,280
|
|||||||||
|
$
|
388,764
|
$
|
248,188
|
$
|
137,399
|
||||||
|
||||||||||||
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
|
||||||||||||
Retirement Centers
|
$
|
161,986
|
$
|
76,285
|
$
|
63,519
|
||||||
Assisted Living
|
220,893
|
107,037
|
95,829
|
|||||||||
CCRCs - Rental
|
54,864
|
42,412
|
27,134
|
|||||||||
CCRCs - Entry Fee
|
—
|
36,575
|
43,019
|
|||||||||
Brookdale Ancillary Services
|
4,061
|
1,805
|
1,855
|
|||||||||
Corporate and Management Services
|
6,878
|
40,131
|
26,171
|
|||||||||
|
$
|
448,682
|
$
|
304,245
|
$
|
257,527
|
|
As of December 31,
|
|||||||
|
2015
|
2014
|
||||||
Total assets:
|
|
|
||||||
Retirement Centers
|
$
|
1,556,169
|
$
|
1,600,007
|
||||
Assisted Living
|
6,354,415
|
6,577,821
|
||||||
CCRCs - Rental
|
1,037,384
|
1,027,854
|
||||||
Brookdale Ancillary Services
|
292,540
|
275,618
|
||||||
Corporate and Management Services
|
808,056
|
936,161
|
||||||
|
$
|
10,048,564
|
$
|
10,417,461
|
(1) | All revenue is earned from external third parties in the United States. |
(2) | Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. |
(3) | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2015
|
June 30,
2015
|
September 30,
2015
|
December 31,
2015
|
||||||||||||
Revenues
|
$
|
1,247,881
|
$
|
1,238,184
|
$
|
1,238,841
|
$
|
1,235,702
|
||||||||
Asset impairment
|
—
|
—
|
—
|
57,941
|
||||||||||||
Income (loss) from operations
|
(116,873
|
)
|
(43,123
|
)
|
3,663
|
(8,873
|
)
|
|||||||||
Income (loss) before income taxes
|
(208,997
|
)
|
(137,400
|
)
|
(99,132
|
)
|
(104,835
|
)
|
||||||||
Net income (loss)
|
(130,709
|
)
|
(84,807
|
)
|
(68,336
|
)
|
(174,303
|
)
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(130,451
|
)
|
(84,547
|
)
|
(68,220
|
)
|
(174,259
|
)
|
||||||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.71
|
)
|
$
|
(0.46
|
)
|
$
|
(0.37
|
)
|
$
|
(0.94
|
)
|
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2014
|
June 30,
2014
|
September 30,
2014
|
December 31,
2014
|
||||||||||||
Revenues
|
$
|
747,275
|
$
|
748,393
|
$
|
1,083,935
|
$
|
1,252,103
|
||||||||
Asset impairment
|
—
|
—
|
—
|
9,992
|
||||||||||||
Income (loss) from operations
|
32,148
|
30,657
|
(73,197
|
)
|
(74,513
|
)
|
||||||||||
Income (loss) before income taxes
|
(1,293
|
)
|
(2,333
|
)
|
(153,109
|
)
|
(173,996
|
)
|
||||||||
Net income (loss)
|
(2,299
|
)
|
(3,295
|
)
|
(37,036
|
)
|
(106,796
|
)
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(2,299
|
)
|
(3,295
|
)
|
(36,862
|
)
|
(106,534
|
)
|
||||||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.23
|
)
|
$
|
(0.58
|
)
|
|
|
|
Additions
|
|
|
|||||||||||||||||||
Description
|
Balance at
beginning of
period
|
Acquisition of Emeritus
|
Charged to
costs and
expenses
|
Charged
to other
accounts
|
Deductions
|
Balance at
end of
period
|
||||||||||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
||||||||||||||||||
Year ended December 31, 2013
|
$
|
15,262
|
$
|
—
|
$
|
21,048
|
$
|
444
|
$
|
(19,026
|
)
|
$
|
17,728
|
|||||||||||
Year ended December 31, 2014
|
$
|
17,728
|
$
|
11,087
|
$
|
20,509
|
$
|
771
|
$
|
(23,594
|
)
|
$
|
26,501
|
|||||||||||
Year ended December 31, 2015
|
$
|
26,501
|
$
|
-
|
$
|
25,132
|
$
|
2,135
|
$
|
(27,298
|
)
|
$
|
26,470
|
|||||||||||
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance:
|
||||||||||||||||||||||||
Year ended December 31, 2013
|
$
|
65,269
|
$
|
—
|
$
|
7,272
|
(1)
|
$
|
(175
|
)
(2
)
|
$
|
—
|
$
|
72,366
|
||||||||||
Year ended December 31, 2014
|
$
|
72,366
|
$
|
1,002
|
$
|
—
|
$
|
—
|
$
|
(64,155
|
)
(3)
|
$
|
9,213
|
|||||||||||
Year ended December 31, 2015
|
$
|
9,213
|
$
|
—
|
$
|
111,797
|
(4)
|
$
|
592
|
(4)
|
$
|
—
|
$
|
121,602
|
(1) | Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851) and $12,123, respectively. |
(2) | Adjustment to valuation allowance for state net operating losses of $(175). |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. |
Item 9B. | Other Information. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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
|
—
|
—
|
7,146,804
|
||||||
Equity compensation plans not approved by security holders
(3)
|
—
|
—
|
81,069
|
||||||
Total
|
—
|
—
|
7,227,873
|
(1) | As of December 31, 2015, an aggregate of 1,830,075 shares of unvested restricted stock were outstanding under our 2014 Omnibus Incentive Plan, and an aggregate of 1,623,916 shares of unvested restricted stock and 6,850 vested restricted stock units were outstanding under our Omnibus Stock Incentive Plan. Such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014 Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards and other stock-based awards. |
(2) | The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 5,950,618 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 1,196,186 shares remaining available for future issuance under our Associate Stock Purchase Plan. |
(3) | 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. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accounting Fees and Services. |
Item 15. | Exhibits, Financial Statement Schedules. |
1) | Our Audited Consolidated Financial Statements |
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/ T. Andrew Smith
|
|
|
Name:
|
T. Andrew Smith
|
|
|
Title:
|
Chief Executive Officer
|
|
|
Date:
|
February 12, 2016
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Daniel A. Decker
|
Non-Executive Chairman of the Board
|
February 12, 2016
|
Daniel A. Decker
|
|
|
|
|
|
/s/ T. Andrew Smith
|
Chief Executive Officer and Director
|
February 12, 2016
|
T. Andrew Smith
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Lucinda M. Baier
|
Chief Financial Officer
|
February 12, 2016
|
Lucinda M. Baier
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Dawn L. Kussow
|
Senior Vice President and Chief Accounting Officer
|
February 12, 2016
|
Dawn L. Kussow
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Frank M. Bumstead
|
Director
|
February 12, 2016
|
Frank M. Bumstead
|
|
|
/s/ Jackie M. Clegg
|
Director
|
February 12, 2016
|
Jackie M. Clegg
|
|
|
|
|
|
/s/ Jeffrey R. Leeds
|
Director
|
February 12, 2016
|
Jeffrey R. Leeds
|
|
|
|
|
|
/s/ Mark J. Parrell
|
Director
|
February 12, 2016
|
Mark J. Parrell
|
||
/s/ William G. Petty, Jr.
|
Director
|
February 12, 2016
|
William G. Petty, Jr.
|
|
|
|
|
|
/s/ James R. Seward
|
Director
|
February 12, 2016
|
James R. Seward
|
|
|
|
|
|
/s/ Lee S. Wielansky
|
Director
|
February 12, 2016
|
Lee S. Wielansky
|
|
|
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of February 20, 2014, by and among Brookdale Senior Living Inc. (the "Company"), Emeritus Corporation and Broadway Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 21, 2014 (File No. 001-32641)).
|
|
2.2
|
Master Contribution and Transactions Agreement, dated as of April 23, 2014, by and between the Company and HCP, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2014 (File No. 001-32641)).
|
|
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 (File No. 001-32641)).
|
|
3.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 30, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 5, 2014 (File No. 001-32641)).
|
|
3.3
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2012 (File No. 001-32641)).
|
|
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) filed on November 7, 2005 (File No. 333-127372)).
|
|
4.2
|
Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
|
4.3
|
Supplemental Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
|
4.4
|
Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.3).
|
|
10.1.1
|
Amended and Restated Master Lease and Security Agreement, dated as of August 29, 2014, by and between HCP, Inc. and the other lessors named therein, and Emeritus Corporation and the other lessees named therein (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).
†
|
|
10.1.2
|
First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice, dated as of December 29, 2014, by and between HCP, Inc. and the Company (incorporated by reference to Exhibit 10.1.2 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).
†
|
|
10.1.3
|
Second Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 1, 2015, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor (incorporated by reference to Exhibit 10.1.3 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).
†
|
|
10.1.4
|
Third Amendment to Amended and Restated Master Lease and Security Agreement, dated as of May 1, 2015, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-32641)).
|
|
10.2
|
Fourth Amended and Restated Credit Agreement, dated as of December 19, 2014, among certain subsidiaries of the Company, General Electric Capital Corporation, as administrative agent, lender and swingline 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 December 23, 2014 (File No. 001-32641)).
|
|
10.3
|
Master Credit Facility Agreement, dated as of July 29, 2011, by and among various subsidiaries of the Company and Oak Grove Commercial Mortgage, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011 (File No. 001-32641)).
|
|
10.4
|
Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.5
|
Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.6
|
Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.7
|
Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.8
|
Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.9
|
Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.10
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.11
|
Additional Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.12
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.13
|
Additional Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.14
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.15
|
Additional Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.16.1
|
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 (File No. 001-32641)) (the "Omnibus Stock Incentive Plan").*
|
|
10.16.2
|
First Amendment to the Omnibus Stock Incentive Plan 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 (File No. 001-32641)).*
|
|
10.17
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.18
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.19
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.20
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.21
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.22
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.23
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.24
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.25
|
Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 8, 2014 (File No. 001-32641)) (the "Omnibus Incentive Plan").*
|
|
10.26
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.27
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.28
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.29
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.30
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for New Directors) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.31
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of October 1, 2015, by and between the Company and Daniel A. Decker.*
|
|
10.32.1
|
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 (File No. 001-32641)) (the "Associate Stock Purchase Plan").*
|
|
10.32.2
|
First Amendment to Associate Stock Purchase Plan, effective as of December 12, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2013 (File No. 001-32641)).*
|
10.33.1
|
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 (File No. 001-32641)).*
|
|
10.33.2
|
Amendment No. 1 to Severance Pay Policy, Tier I, adopted by the Company on April 23, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).*
|
|
10.33.3
|
Amendment No. 2 to Severance Pay Policy, Tier I, adopted by the Company on August 3, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-32641)).*
|
|
10.34.1
|
Employment Agreement, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
|
10.34.2
|
Amendment No. 1 to Employment Agreement dated as of April 23, 2015 by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).*
|
|
10.35
|
Restricted Share Agreement (Time-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
|
10.36
|
Restricted Share Agreement (Performance-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
|
10.37
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of February 5, 2015, by and between the Company and T. Andrew Smith (2-Year Performance-Vesting) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.38
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of February 5, 2015, by and between the Company and T. Andrew Smith (3-Year Cliff Vesting) (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.39
|
Offer Letter Agreement by and between the Company and Labeed Diab.*
|
|
10.40
|
Offer Letter Agreement by and between the Company and Lucinda Baier.*
|
|
10.41
|
Severance Letter Agreement dated November 16, 2015, by and between the Company and Mary Sue Patchett.*
|
|
10.42
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed on February 28, 2011 (File No. 001-32641)).*
|
10.43
|
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 filed on June 30, 2009 (File No. 333-160354)).*
|
|
10.44
|
Form of Outside Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012 (File No. 001-32641)).*
|
|
10.45
|
Letter Agreement, dated as of May 22, 2014, by and between the Company and Granger Cobb (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).*
|
|
10.46
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of July 31, 2014, by and between the Company and Granger Cobb (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).*
|
|
10.47
|
Agreement dated as of April 23, 2015, by and among the Company and Sandell Asset Management Corp. and the other entities listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).
|
|
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 |
† | Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the SEC. |
BROOKDALE SENIOR LIVING INC.
|
|||
By:
|
/s/ T. Andrew Smith
|
||
Name:
|
T. Andrew Smith
|
||
Title:
|
Chief Executive Officer
|
||
Daniel A. Decker
|
|||
/s/ Daniel A. Decker
|
|||
Participant
|
NAME OF TAXPAYER:
|
|||
NAME OF SPOUSE:
|
|||
ADDRESS:
|
|||
IDENTIFICATION NO. OF TAXPAYER:
|
|||
IDENTIFICATION NUMBER OF SPOUSE:
|
|||
TAXABLE YEAR:
|
Ø
|
This offer is contingent upon final approval by the Company's Board of Directors, the favorable outcome of final reference checks, a background investigation and a pre-employment drug screen. If there is a failure with regard to any one or more of these items, this offer may be rescinded.
|
Ø
|
Your bi-weekly salary will be $22,500.00 (equivalent to $585,000.00 annually), and you will be paid every other Friday. Your position is considered exempt and you are not eligible for overtime compensation.
|
Ø
|
You will be eligible to participate in the 2016 Executive Management Incentive Plan. Details of the 2016 EMIP cash bonus program will be forwarded to you at a later time. The 2016 EMIP will have a cash bonus target award of 100% of your base salary, to be paid subject to performance measures and to the provisions of the plan. Brookdale may revoke or alter any bonus program at any time with or without notice to you.
|
Ø
|
This position is currently eligible to participate in Brookdale's 2014 Omnibus Incentive Plan by receiving an annual grant of time-based and performance-based restricted stock (beginning in early 2016). Awards will vest according to the terms approved by the Compensation Committee of the Company's Board of Directors at the time of grant. Vesting of each award will be subject to your continued employment, and each award will otherwise be subject to the terms of a Restricted Share Agreement and the Company's 2014 Omnibus Incentive Plan. Please note that Brookdale reserves the right to amend, modify, supplement or terminate the Company's 2014 Omnibus Incentive Plan, restricted share agreements and other equity grant policies and programs from time to time.
|
Ø
|
Upon or shortly after your start date, you will receive a one-time grant of restricted stock with a grant-date fair value of $2,100,000.00. These shares will vest in three equal annual installments beginning in November, 2016, subject to your continued employment. The award and the terms of the award are subject to approval of the Compensation Committee of the Company's Board of Directors. The award also will be subject to the terms of the Company's 2014 Omnibus Incentive Plan and the Restricted Share Agreement as described in the above paragraph.
|
Ø
|
You will receive a one-time sign on bonus in the amount of $1,000,000.00 to be paid within 30 days of your start date. This bonus is subject to repayment if you voluntarily terminate or withdraw from your full-time employment with Brookdale prior to twelve months of employment. Further details regarding your sign on bonus are attached with this offer letter.
|
Ø
|
This position is based in the Nashville, TN area, and, therefore, you will be expected to relocate your primary residence to the Nashville area within 12 months. You will receive relocation assistance for your move to the Nashville, TN area. The full amount of relocation assistance is subject to repayment if you voluntarily terminate or withdraw from your full-time employment with Brookdale prior to 18 months of employment. Further details regarding your relocation expense reimbursement are attached with this offer letter.
|
Ø
|
You will be entitled to participate in the Company's Severance Pay Policy, Tier I, as amended, as a Designated Officer as defined therein. Please note that Brookdale reserves the right to amend, modify, supplement or terminate the policy at any time, subject to the terms of the policy.
|
Ø
|
As a regular full-time Associate, you will be entitled to enroll in the Brookdale benefit programs. If you choose to enroll and do so by your eligibility date, your coverage becomes effective the first of the month following 30 days of continuous service. Please refer to your benefits packet you will receive in the mail for enrollment instructions and the Brookdale Benefits Summary for information regarding our current benefit programs. Please note that Brookdale reserves the right to amend, modify, supplement or terminate its benefit policies, plans and programs at any time and for any reason, including but not limited to, to comply with changes in the law and/or to respond to cost increases in benefits provided.
|
Ø
|
Brookdale will automatically enroll you in the Brookdale 401(k) Retirement Savings Plan once you are eligible to participate. You become eligible the first of the month after you have worked at Brookdale for 6 months. Each pay period Brookdale will automatically deduct 4% from your pay before taxes are deducted and invest it into your Brookdale 401(k) Retirement Savings Plan. If you do not want to contribute, you can decline participation when you receive the enrollment packet with details about the plan.
|
Ø
|
Brookdale is a drug and alcohol free workplace. You will be subject to random drug screens from time to time during the course of your employment. Alcohol screens may be done with reasonable suspicion. Failure of any drug or alcohol screen may result in disciplinary action, up to and including termination of your employment.
|
Ø
|
Brookdale will perform ongoing criminal background screening to ensure that its associates are compliant with laws regarding convictions and pending charges. From time to time, as a condition to your employment or continued employment, you will be asked to sign a release for Brookdale to obtain criminal background checks. If you refuse to sign the release, it will be considered a failure and grounds for immediate termination. In the event certain criminal convictions appear on your record, you understand that you may be considered unemployable by Brookdale. A failure to report being charged with more than a minor traffic violation can result in disciplinary action, up to and including termination of your employment. You agree to immediately report any charge of more than a minor traffic violation you may receive to your supervisor.
|
Ø
|
This offer supersedes all previous offers. Please understand that the terms stated herein are the only terms being offered to you. Your employment with Brookdale, if accepted, will be considered "at will" and may be terminated by you, or by Brookdale, with or without cause and with or without notice at any time. Nothing contained in this letter or in any other written or oral communication made prior to the date of this letter
should be considered or interpreted in any manner as a contract or agreement of employment.
|
Ø
|
By signing below and accepting the position described herein, you agree to abide by Brookdale's policies regarding confidentiality and the protection of proprietary information
|
|
and trade secrets (including those set forth in Brookdale's Code of Business Conduct and Ethics). These obligations will survive the termination of your employment.
|
Ø
|
Your employment will be subject to all of Brookdale's employment policies and procedures, including Brookdale's Associate Handbook, as the same may be amended, modified or supplemented from time to time.
|
Ø
|
You will be expected to execute a copy of the Brookdale Dispute Resolution Agreement, a copy of which is attached. Execution of that agreement is a condition of employment at Brookdale.
|
/s/
Labeed Diab
|
10/29/2015
|
Signature
|
Date
|
·
|
Direct payment to the corporate vendor, Focus Relocation, for reasonable costs associated with the movement of my household goods including two automobiles.
|
·
|
Reasonable costs associated with the brokerage commission fees and closing costs regarding the sale of my home up to 9% of the selling price utilizing a realtor designated by Focus Relocation.
|
·
|
Reasonable costs associated with the brokerage commission fees and closing costs regarding the purchase of my home in the Nashville, TN area up to 3% of the purchase price utilizing a realtor designated by Focus Relocation.
|
·
|
Temporary housing including the storage of household goods for up to 12 months after the relocation date. If I purchase a home in the Nashville, TN area prior to my family re-locating, Brookdale will reimburse me for my monthly mortgage payment on my existing home, up to $3,500 per month, for the remainder of such 12-month period or until my family is re-located, whichever occurs earlier.
|
/s/
Labeed Diab
|
10/29/2015
|
Signature
|
Date
|
Ø
|
This offer is contingent upon final approval by the Company's Board of Directors, the favorable outcome of final reference checks, a background investigation and a pre-employment drug screen. If there is a failure with regard to any one or more of these items, this offer may be rescinded.
|
Ø
|
Your bi-weekly salary will be $21,153.85 (equivalent to $550,000.00 annually), and you will be paid every other Friday. Your position is considered exempt and you are not eligible for overtime compensation.
|
Ø
|
You will be eligible to participate in the 2016 Executive Management Incentive Plan. Details of the 2016 EMIP cash bonus program will be forwarded to you at a later time. The 2016 EMIP will have a cash bonus target award of 100% of your base salary, to be paid subject to performance measures and to the provisions of the plan. Brookdale may revoke or alter any bonus program at any time with or without notice to you.
|
Ø
|
This position is currently eligible to participate in Brookdale's 2014 Omnibus Incentive Plan by receiving an annual grant of time-based and performance-based restricted stock (beginning in early 2016). Awards will vest according to the terms approved by the Compensation Committee of the Company's Board of Directors at the time of grant, with vesting on the initial grant not to exceed 49 months. Vesting of each award will be subject to your continued employment, and each award will otherwise be subject to the terms of a Restricted Share Agreement and the Company's 2014 Omnibus Incentive Plan. Please note that Brookdale reserves the right to amend, modify, supplement or terminate the Company's 2014 Omnibus Incentive Plan, restricted share agreements and other equity grant policies and programs from time to time. The first annual grant will be made during February 2016 with a grant-date fair value of not less than $1,500,000.
|
Ø
|
Upon or shortly after your start date, you will receive a one-time grant of restricted stock with a grant-date fair value of $775,000.00. These shares will vest in three equal annual installments, subject to your continued employment. The award and the terms of the award are subject to approval of the Compensation Committee of the Company's Board of Directors. The award also will be subject to the terms of the Company's 2014 Omnibus Incentive Plan and the Restricted Share Agreement as described in the above paragraph.
|
Ø
|
You will receive a one-time sign on bonus in the amount of $1,000,000.00 to be paid January 4, 2016, assuming a December 1, 2015 start date.. This bonus is subject to repayment if you
|
|
voluntarily terminate or withdraw from your full-time employment with Brookdale prior to twelve months of employment. Further details regarding your sign on bonus are attached with this offer letter.
|
Ø
|
This position is based in the Nashville, TN area, and, therefore, you will be expected to relocate your primary residence to the Nashville area within 12 months. You will receive relocation assistance for your move to the Nashville, TN area. The full amount of relocation assistance is subject to repayment if you voluntarily terminate or withdraw from your full-time employment with Brookdale prior to twelve months of employment. Further details regarding your relocation expense reimbursement are attached with this offer letter.
|
Ø
|
You will be entitled to participate in the Company's Severance Pay Policy, Tier I, as amended, as a Designated Officer as defined therein. Please note that Brookdale reserves the right to amend, modify, supplement or terminate the policy at any time, subject to the terms of the policy.
|
Ø
|
As a regular full-time Associate, you will be entitled to enroll in the Brookdale benefit programs. If you choose to enroll and do so by your eligibility date, your coverage becomes effective the first of the month following 30 days of continuous service. Please refer to your benefits packet you will receive in the mail for enrollment instructions and the Brookdale Benefits Summary for information regarding our current benefit programs. Please note that Brookdale reserves the right to amend, modify, supplement or terminate its benefit policies, plans and programs at any time and for any reason, including but not limited to, to comply with changes in the law and/or to respond to cost increases in benefits provided.
|
Ø
|
Brookdale will automatically enroll you in the Brookdale 401(k) Retirement Savings Plan once you are eligible to participate. You become eligible the first of the month after you have worked at Brookdale for 6 months. Each pay period Brookdale will automatically deduct 4% from your pay before taxes are deducted and invest it into your Brookdale 401(k) Retirement Savings Plan. If you do not want to contribute, you can decline participation when you receive the enrollment packet with details about the plan.
|
Ø
|
Brookdale is a drug and alcohol free workplace. You will be subject to random drug screens from time to time during the course of your employment. Alcohol screens may be done with reasonable suspicion. Failure of any drug or alcohol screen may result in disciplinary action, up to and including termination of your employment.
|
Ø
|
Brookdale will perform ongoing criminal background screening to ensure that its associates are compliant with laws regarding convictions and pending charges. From time to time, as a condition to your employment or continued employment, you will be asked to sign a release for Brookdale to obtain criminal background checks. If you refuse to sign the release, it will be considered a failure and grounds for immediate termination. In the event certain criminal convictions appear on your record, you understand that you may be considered unemployable by Brookdale. A failure to report being charged with more than a minor traffic violation can result in disciplinary action, up to and including termination of your employment. You agree to immediately report any charge of more than a minor traffic violation you may receive to your supervisor.
|
Ø
|
This offer supersedes all previous offers. Please understand that the terms stated herein are the only terms being offered to you. Your employment with Brookdale, if accepted, will be considered "at will" and may be terminated by you, or by Brookdale, with or without cause and with or without notice at any time. Nothing contained in this letter or in any other written or oral communication made prior to the date of this letter
should be considered or interpreted in any manner as a contract or agreement of employment.
|
Ø
|
By signing below and accepting the position described herein, you agree to abide by Brookdale's policies regarding confidentiality and the protection of proprietary information and trade secrets (including those set forth in Brookdale's Code of Business Conduct and Ethics). These obligations will survive the termination of your employment.
|
Ø
|
Your employment will be subject to all of Brookdale's employment policies and procedures, including Brookdale's Associate Handbook, as the same may be amended, modified or supplemented from time to time, as well as Brookdale's Code of Ethics for Chief Executive and Senior Financial Officers.
|
Ø
|
You will be expected to execute a copy of the Brookdale Dispute Resolution Agreement, a copy of which is attached. Execution of that agreement is a condition of employment at Brookdale.
|
/s/
Lucinda M. Baier
|
10/28/2015
|
Signature
|
Date
|
·
|
Direct payment to the corporate vendor, Focus Relocation, for reasonable costs associated with the movement of my household goods including three automobiles.
|
·
|
Reasonable costs associated with the brokerage commission fees and closing costs regarding the sale of my home up to 9% of the selling price utilizing a realtor designated by Lucinda Baier.
|
·
|
Reasonable costs associated with the brokerage commission fees and closing costs regarding the purchase of my home in the Nashville, TN area up to 3% of the purchase price utilizing a realtor designated by Lucinda Baier.
|
·
|
Temporary housing including the storage of household goods for up to 12 months after the relocation date.
|
·
|
Reasonable costs associated with a house hunting trip and travel to/from Nashville during temporary living and during the move of household goods.
|
/s/
Lucinda M. Baier
|
10/28/2015
|
Signature
|
Date
|
Sincerely,
|
|||
Brookdale Senior Living Inc.
|
|||
By:
|
/s/ Glenn O. Maul | ||
Name: Glenn O. Maul
|
|||
Title: Chief People Officer
|
SUBSIDIARY
|
JURISDICTION
OF
INCORPORATION
OR FORMATION
|
1250 West Pioneer Parkway, LLC
|
DE
|
2151 Green Oaks Road, LLC
|
DE
|
4400 West 115th Street, LLC
|
DE
|
8010 East Mississippi Avenue, LLC
|
DE
|
A.R.C.Management Corporation
|
TN
|
Abingdon Place of Gastonia, LP
|
NC
|
Abingdon Place of Greensboro, LP
|
NC
|
Abingdon Place of Lenoir, LP
|
NC
|
AH Battery Park Owner, LLC
|
DE
|
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 Ohio-Columbus Owner, LLC
|
DE
|
AH Texas CGP, Inc.
|
OH
|
AH Texas Owner Limited Partnership
|
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 Kansas II, Inc.
|
DE
|
AHC Monroe Township, LLC
|
DE
|
AHC PHN I, Inc.
|
DE
|
AHC Properties, Inc.
|
DE
|
AHC Purchaser Parent, LLC
|
DE
|
AHC Purchaser, Inc.
|
DE
|
AHC Richland Hills, LLC
|
DE
|
AHC Shoreline, LLC
|
DE
|
AHC Southland-Lakeland, LLC
|
DE
|
AHC Southland-Longwood, LLC
|
DE
|
AHC Southland-Melbourne, LLC
|
FL
|
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 Holdings, Inc.
|
DE
|
ALS Kansas, Inc.
|
DE
|
ALS Leasing, Inc.
|
DE
|
ALS National SPE I, Inc.
|
DE
|
ALS National, Inc.
|
DE
|
ALS North America, Inc.
|
DE
|
ALS Properties Holding Company, LLC
|
DE
|
ALS Properties Tenant I, LLC
|
DE
|
ALS Properties Tenant II, LLC
|
DE
|
ALS Wisconsin Holdings, Inc.
|
DE
|
ALS-Clare Bridge, Inc.
|
DE
|
ALS-Stonefield, Inc.
|
DE
|
ALS-Venture II, Inc.
|
DE
|
ALS-Wovenhearts, Inc.
|
DE
|
Alternative Living Services Home Care, Inc.
|
NY
|
Alternative Living Services-New York, Inc.
|
DE
|
Amber Park, LLC
|
|
American Retirement Corporation
|
TN
|
Ameritex Home Care, Inc.
|
TX
|
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, LLC
|
DE
|
ARC Bradenton RC, Inc.
|
TN
|
ARC Brandywine, LP
|
DE
|
ARC Brookmont Terrace, Inc.
|
TN
|
ARC Carriage Club of Jacksonville, Inc.
|
TN
|
ARC Cleveland Heights, LLC
|
TN
|
ARC Cleveland Park, LLC
|
TN
|
ARC Coconut Creek Management, Inc.
|
TN
|
ARC Coconut Creek, LLC
|
TN
|
ARC Corpus Christi, LLC
|
TN
|
ARC Countryside, LLC
|
TN
|
ARC Creative Marketing, LLC
|
TN
|
ARC Cypress, LLC
|
TN
|
ARC Deane Hill, LLC
|
TN
|
ARC Delray Beach, LLC
|
TN
|
ARC Denver Monaco, LLC
|
DE
|
ARC Epic Holding Company, Inc.
|
TN
|
ARC Epic OpCo Holding Company, Inc.
|
DE
|
ARC FM Holding Company, LLC
|
DE
|
ARC Fort Austin Properties, LLC
|
TN
|
ARC Freedom Square Management, Inc.
|
TN
|
ARC Freedom, LLC
|
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 Management, Inc.
|
TN
|
ARC Holley Court, LLC
|
TN
|
ARC Homewood Corpus Christi, LLC
|
DE
|
ARC Homewood Victoria, Inc.
|
TN
|
ARC Imperial Plaza, LLC
|
TN
|
ARC Imperial Services, Inc.
|
TN
|
ARC Lakeway ALF Holding Company, LLC
|
DE
|
ARC Lakeway II, LP
|
TN
|
ARC Lakeway SNF, LLC
|
TN
|
ARC Lakewood, LLC
|
TN
|
ARC Lowry, LLC
|
TN
|
ARC LP Holdings, LLC
|
TN
|
ARC Management, LLC
|
TN
|
ARC Minnetonka, LLC
|
DE
|
ARC Naples, LLC
|
TN
|
ARC North Chandler, LLC
|
TN
|
ARC Oakhurst, Inc.
|
TN
|
ARC Overland Park, LLC
|
DE
|
ARC Parklane, Inc.
|
TN
|
ARC Partners II, Inc.
|
TN
|
ARC Pearland, LP
|
TN
|
ARC Pecan Park Padgett, Inc.
|
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 SNF, LLC
|
TN
|
ARC Richmond Heights, 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 Park, Inc.
|
TN
|
ARC Shavano, LP
|
TN
|
ARC Somerby Holdings, LLC
|
TN
|
ARC Spring Shadow, LP
|
TN
|
ARC Sun City Center, 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 Victoria, L.P.
|
TN
|
ARC Westlake Village SNF, LLC
|
DE
|
ARC Westlake Village, Inc.
|
TN
|
ARC Westover Hills, LP
|
TN
|
ARC Willowbrook, LLC
|
TN
|
ARC Wilora Assisted Living, LLC
|
TN
|
ARC Wilora Lake, Inc.
|
TN
|
ARCLP-Charlotte, LLC
|
TN
|
ARCPI Holdings, Inc.
|
DE
|
Arvada Meridian, LLC
|
DE
|
Asheville Manor, LP
|
NC
|
Assisted Living Properties, Inc.
|
KS
|
Batus, LLC
|
DE
|
BKD - GC FM Holdings, LLC
|
DE
|
BKD AGC, Inc.
|
DE
|
BKD Alabama Operator, LLC
|
DE
|
BKD Alabama SNF, LLC
|
DE
|
BKD Apache Junction Operator, LLC
|
DE
|
BKD Apache Junction PropCo, LLC
|
DE
|
BKD Arbors of Santa Rosa, LLC
|
DE
|
BKD Ballwin, LLC
|
DE
|
BKD Bossier City Operator, LLC
|
DE
|
BKD Bossier City Propco, LLC
|
DE
|
BKD Bradford Village OpCo LLC
|
DE
|
BKD Bradford Village Propco, LLC
|
DE
|
BKD Brentwood at Niles, LLC
|
DE
|
BKD Brookdale Marketplace, LLC
|
DE
|
BKD Brookdale Place of Brookfield, LLC
|
DE
|
BKD Carrollton Operator, LLC
|
DE
|
BKD Carrollton Propco, LLC
|
DE
|
BKD CCRC OpCo HoldCo Member, LLC
|
DE
|
BKD CCRC PropCo HoldCo Member, LLC
|
DE
|
BKD Chambrel Holding, LLC
|
DE
|
BKD Chandler Operator, LLC
|
DE
|
BKD Chandler PropCo, LLC
|
DE
|
BKD Clare Bridge and Sterling House of Battle Creek, LLC
|
DE
|
BKD Clare Bridge of Beaverton, LLC
|
DE
|
BKD Clare Bridge of Bend, LLC
|
DE
|
BKD Clare Bridge of Brookfield, LLC
|
DE
|
BKD Clare Bridge of Dublin, LLC
|
DE
|
BKD Clare Bridge of Meridian, 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 Troutdale, LLC
|
DE
|
BKD Clare Bridge of Wichita, LLC
|
DE
|
BKD Clare Bridge Place Brookfield, LLC
|
DE
|
BKD Cortona Park, LLC
|
DE
|
BKD Deane Hill, LLC
|
DE
|
BKD Emeritus EI, LLC
|
DE
|
BKD Employee Services - RIDEA 49, LLC
|
DE
|
BKD FM Holding Company, LLC
|
DE
|
BKD FM Nine Holdings, LLC
|
DE
|
BKD FM PNC Holding Company I, LLC
|
DE
|
BKD FM PNC Holding Company II, LLC
|
DE
|
BKD FM PNC Holding Company III, LLC
|
DE
|
BKD FM21 Holdings I, LLC
|
DE
|
BKD FM21 Holdings II, LLC
|
DE
|
BKD FM21 Holdings III, LLC
|
DE
|
BKD Freedom Plaza Arizona - Peoria, LLC
|
DE
|
BKD Gaines Ranch, LLC
|
DE
|
BKD Gardens-Tarzana Propco, LLC
|
DE
|
BKD Germantown, LLC
|
DE
|
BKD Hamilton Wolfe - San Antonio LLC
|
DE
|
BKD HB Acquisition Sub, Inc.
|
DE
|
BKD HCR Master Lease 3 Tenant, LLC
|
DE
|
BKD Homewood Corpus Christi Propco, LLC
|
DE
|
BKD Horsham, LLC
|
DE
|
BKD Houston Vintage, LLC
|
DE
|
BKD Island Lake Holdings, LLC
|
DE
|
BKD Island Lake, LLC
|
DE
|
BKD Kansas Properties, LLC
|
DE
|
BKD Lebanon/Southfield, LLC
|
DE
|
BKD Management Holdings FC, Inc.
|
DE
|
BKD Michigan City, LLC
|
DE
|
BKD Minnetonka Assisted Living, LLC
|
DE
|
BKD New England Bay, LLC
|
DE
|
BKD North Chandler, LLC
|
DE
|
BKD Northport Operator, LLC
|
DE
|
BKD Northport Propco Member, LLC
|
DE
|
BKD Northport Propco, LLC
|
DE
|
BKD Oklahoma Management, LLC
|
DE
|
BKD Olney, LLC
|
DE
|
BKD Owatonna, LLC
|
DE
|
BKD Paradise Valley Propco, LLC
|
DE
|
BKD Patriot Heights, LLC
|
DE
|
BKD Pearland, LLC
|
DE
|
BKD Personal Assistance Services, LLC
|
DE
|
BKD PHS Investor, LLC
|
DE
|
BKD Project 3 Holding Co., LLC
|
DE
|
BKD Project 3 Manager, LLC
|
DE
|
BKD Richmond Place Propco, LLC
|
DE
|
BKD RIDEA OpCo HoldCo Member, LLC
|
DE
|
BKD RIDEA PropCo HoldCo Member, LLC
|
DE
|
BKD Robin Run Real Estate, Inc.
|
DE
|
BKD Rome Operator, LLC
|
DE
|
BKD Rome PropCo, LLC
|
DE
|
BKD Roseland, LLC
|
DE
|
BKD San Marcos South LLC
|
DE
|
BKD Shadowlake, LLC
|
DE
|
BKD Sherwood - Odessa LLC
|
DE
|
BKD Shoreline, LLC
|
DE
|
BKD Sparks, LLC
|
DE
|
BKD Spring Shadows, LLC
|
DE
|
BKD Sterling House of Bloomington, LLC
|
DE
|
BKD Sterling House of Bowling Green, LLC
|
DE
|
BKD Sterling House of Cedar Hill, 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 DeSoto, 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 Mansfield, 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 West Melbourne I and II, LLC
|
DE
|
BKD Sterling House of Wichita-Tallgrass, LLC
|
DE
|
BKD Sun City Center-LaBarc, LLC
|
DE
|
BKD Tamarac Square PropCo, LLC
|
DE
|
BKD Ten Oaks Operator, LLC
|
DE
|
BKD Ten Oaks Propco, LLC
|
DE
|
BKD The Heights, LLC
|
DE
|
BKD Thirty-Five Opco, Inc.
|
DE
|
BKD Thirty-Five Op-Holdco Member, LLC
|
DE
|
BKD Thirty-Five Propco, Inc.
|
DE
|
BKD Thirty-Five Prop-Holdco Member, LLC
|
DE
|
BKD Twenty-One Management Company, Inc.
|
DE
|
BKD Twenty-One Opco, Inc.
|
DE
|
BKD Twenty-One Propco, Inc.
|
DE
|
BKD University Park Holding Company, LLC
|
DE
|
BKD University Park SNF, LLC
|
DE
|
BKD Vista, LLC
|
DE
|
BKD Wellington Fort Walton Beach, LLC
|
DE
|
BKD Wellington Muscle Shoals, LLC
|
DE
|
BKD Wellington Newport, LLC
|
DE
|
BKD Westover Hills, LLC
|
DE
|
BKD Willowbrook Propco, LLC
|
DE
|
BKD Wooster MC, LLC
|
DE
|
BKD Wynwood of Madison West Real Estate, LLC
|
DE
|
BKD Wynwood of Richboro-Northhampton, LLC
|
DE
|
BKD-HCN Landland, LLC
|
DE
|
BKD-HCN Tenant, LLC
|
DE
|
BLC - Atrium at San Jose, L.P.
|
DE
|
BLC - Atrium at San Jose, LLC
|
DE
|
BLC - Brendenwood, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LP
|
DE
|
BLC - Chatfield, LLC
|
DE
|
BLC - Devonshire of Hoffman Estates, LLC
|
DE
|
BLC - Devonshire of Lisle, LLC
|
DE
|
BLC - Edina Park Plaza, LLC
|
DE
|
BLC - Gables at Farmington, LLC
|
DE
|
BLC - Hawthorne Lakes, LLC
|
DE
|
BLC - Kenwood of Lake View, LLC
|
DE
|
BLC - Park Place, LLC
|
DE
|
BLC - Ponce de Leon, LLC
|
DE
|
BLC - River Bay Club, LLC
|
DE
|
BLC - Springs at East Mesa, LLC
|
DE
|
BLC - The Berkshire of Castleton, L.P.
|
DE
|
BLC - The Berkshire of Castleton, 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 - Woodside Terrace, L.P.
|
DE
|
BLC - Woodside Terrace, LLC
|
DE
|
BLC Acquisitions, Inc.
|
DE
|
BLC Adrian-GC, LLC
|
DE
|
BLC Albuquerque-GC, LLC
|
DE
|
BLC Atrium-Jacksonville SNF, LLC
|
DE
|
BLC Atrium-Jacksonville, LLC
|
DE
|
BLC Bristol-GC, LLC
|
DE
|
BLC Cedar Springs, LLC
|
DE
|
BLC Chancellor-Lodi LH, LLC
|
DE
|
BLC Chancellor-Murrieta LH, LLC
|
DE
|
BLC Chancellor-Windsor, Inc.
|
DE
|
BLC Chancellor-Windsor, L.P.
|
DE
|
BLC Crystal Bay, LLC
|
DE
|
BLC Dayton-GC, 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 Gables-Monrovia, Inc.
|
DE
|
BLC Gables-Monrovia, L.P.
|
DE
|
BLC Gardens-Santa Monica LH, LLC
|
DE
|
BLC Gardens-Santa Monica, Inc.
|
DE
|
BLC Gardens-Santa Monica, L.P.
|
DE
|
BLC Gardens-Tarzana Holding, LLC
|
DE
|
BLC Gardens-Tarzana, Inc.
|
DE
|
BLC Gardens-Tarzana, L.P.
|
DE
|
BLC Gardens-Tarzana, LLC
|
DE
|
BLC Glenwood Gardens SNF, LP
|
DE
|
BLC Glenwood-Gardens AL, L.P.
|
DE
|
BLC Glenwood-Gardens AL-LH, LLC
|
DE
|
BLC Glenwood-Gardens SNF, Inc.
|
DE
|
BLC Glenwood-Gardens SNF-LH, LLC
|
DE
|
BLC Glenwood-Gardens, Inc.
|
DE
|
BLC Inn at the Park, Inc.
|
DE
|
BLC Inn at the Park, LLC
|
DE
|
BLC Jackson Oaks, LLC
|
DE
|
BLC Kansas City-GC, LLC
|
DE
|
BLC Las Vegas-GC, LLC
|
DE
|
BLC Lexington SNF, LLC
|
DE
|
BLC Liberty FM Holding Company, LLC
|
DE
|
BLC Lodge at Paulin, Inc.
|
DE
|
BLC Lodge at Paulin, L.P.
|
DE
|
BLC Lubbock-GC, LLC
|
DE
|
BLC Lubbock-GC, LP
|
DE
|
BLC Management of Texas, LLC
|
DE
|
BLC Management-3, LLC
|
DE
|
BLC Mirage Inn, Inc.
|
DE
|
BLC Mirage Inn, L.P.
|
DE
|
BLC New York Holdings, Inc.
|
DE
|
BLC Nohl Ranch, Inc.
|
DE
|
BLC Nohl Ranch, LLC
|
DE
|
BLC Novi FM Holding Company, LLC
|
DE
|
BLC Novi-GC, LLC
|
DE
|
BLC Oak Tree Villa, Inc.
|
DE
|
BLC Oak Tree Villa, L.P.
|
DE
|
BLC Ocean House, Inc.
|
DE
|
BLC Ocean House, L.P.
|
DE
|
BLC Overland Park-GC, LLC
|
DE
|
BLC Pacific Inn, Inc.
|
DE
|
BLC Pacific Inn, L.P.
|
DE
|
BLC Pennington Place, LLC
|
DE
|
BLC Phoenix-GC, LLC
|
DE
|
BLC Properties I, LLC
|
DE
|
BLC Roman Court, LLC
|
DE
|
BLC Sand Point, LLC
|
DE
|
BLC Sheridan, LLC
|
DE
|
BLC Southerland Place - Midlothian, LLC
|
DE
|
BLC Southerland Place-Germantown, LLC
|
DE
|
BLC Springfield-GC, LLC
|
DE
|
BLC Tampa-GC, LLC
|
DE
|
BLC Tavares-GC, LLC
|
DE
|
BLC The Fairways LH, LLC
|
DE
|
BLC The Fairways, LLC
|
DE
|
BLC Victorian Manor, LLC
|
DE
|
BLC Village at Skyline, LLC
|
DE
|
BLC Wellington FM Holding Company, LLC
|
DE
|
BLC Wellington-Athens, LLC
|
DE
|
BLC Wellington-Cleveland, LLC
|
DE
|
BLC Wellington-Colonial Heights, LLC
|
DE
|
BLC Wellington-Fort Walton Beach, LLC
|
DE
|
BLC Wellington-Gardens, LLC
|
DE
|
BLC Wellington-Geenville MS, LLC
|
DE
|
BLC Wellington-Greeneville TN, 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 Windsor Place, LLC
|
DE
|
BLC-Club Hill, LLC
|
DE
|
BLC-GC Member, LLC
|
DE
|
BLC-GC Texas, L.P.
|
DE
|
BLC-GFB Member, LLC
|
DE
|
BLC-Montrose, LLC
|
DE
|
BLC-Patriot Heights, L.P.
|
DE
|
BLC-Patriot Heights, LLC
|
DE
|
BLC-Pinecastle, LLC
|
DE
|
BLC-Roswell, LLC
|
DE
|
BLC-Williamsburg, LLC
|
DE
|
Brandywine GP, LLC
|
TN
|
BRE/SW Holdings LLC
|
DE
|
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
|
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 Living Communities of Texas, Inc.
|
DE
|
Brookdale Living Communities, Inc.
|
DE
|
Brookdale Living Communities-GC Texas, Inc.
|
DE
|
Brookdale Living Communities-GC, LLC
|
DE
|
Brookdale Management - Tanglewood, L.P.
|
DE
|
Brookdale Management 3, LLC
|
|
Brookdale Management Holding, 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 Maine-HC, LLC
|
DE
|
Brookdale Management of Texas, L.P.
|
DE
|
Brookdale Management-Akron, LLC
|
DE
|
Brookdale Management-DP, LLC
|
DE
|
Brookdale Management-II, LLC
|
DE
|
Brookdale McMinnville Westside, LLC
|
DE
|
Brookdale Northwest Hills, LLC
|
DE
|
Brookdale Operations, LLC
|
DE
|
Brookdale Place 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.
|
DE
|
Brookdale Vehicle Holding, LLC
|
DE
|
Brookdale Wellington Lessee, Inc.
|
DE
|
Brookdale Wellington, Inc.
|
DE
|
Brookdale.com, LLC
|
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
|
CCRC - Freedom Pointe at the Villages, LLC
|
DE
|
CCRC - Lake Port Square, LLC
|
DE
|
CCRC - Regency Oaks, LLC
|
DE
|
CCRC - South Port Square, LLC
|
DE
|
CCRC HoldCo - Holland, LLC
|
DE
|
CCRC OpCo - Bradenton, LLC
|
DE
|
CCRC OpCo - Cypress Village, LLC
|
DE
|
CCRC OpCo - Foxwood Springs, LLC
|
DE
|
CCRC OpCo - Freedom Square, LLC
|
DE
|
CCRC OpCo - Galleria Woods, LLC
|
DE
|
CCRC OpCo - Gleannloch Farms, LLC
|
DE
|
CCRC OpCo - Holland, LLC
|
DE
|
CCRC OpCo - Robin Run, LLC
|
DE
|
CCRC OpCo - Sun City Center, LLC
|
DE
|
CCRC OpCo Ventures, LLC
|
DE
|
CCRC PropCo - Bradenton, LLC
|
DE
|
CCRC PropCo - Brandywine MC, LLC
|
DE
|
CCRC PropCo - Freedom Plaza, LLC
|
DE
|
CCRC PropCo - Gleannloch Farms, LLC
|
DE
|
CCRC PropCo - Holland, LLC
|
DE
|
CCRC PropCo - Homewood Residence LLC
|
DE
|
CCRC PropCo - Lady Lake, LLC
|
DE
|
CCRC PropCo Ventures, LLC
|
DE
|
CCRC PropCo-Cypress Village, LLC
|
DE
|
CCRC PropCo-Foxwood Springs, LLC
|
DE
|
CCRC PropCo-Freedom Square, LLC
|
DE
|
CCRC PropCo-Galleria Woods, LLC
|
DE
|
CCRC PropCo-Robin Run, LLC
|
DE
|
CCRC-Brandywine, LLC
|
DE
|
Champion Oaks Investors LLC
|
DE
|
Cherry Hills Club, L.L.C.
|
DE
|
Clare Bridge of Carmel, LLC
|
DE
|
Clare Bridge of Virginia Beach Estates, LLC
|
DE
|
CMCP Properties, Inc.
|
DE
|
CMCP Texas, Inc.
|
DE
|
CMCP-Club Hill, LLC
|
DE
|
CMCP-Island Lake, LLC
|
DE
|
CMCP-Montrose, LLC
|
DE
|
CMCP-Pinecastle, LLC
|
DE
|
CMCP-Roswell, LLC
|
DE
|
CMCP-Williamsburg, LLC
|
DE
|
Collin Oaks Investors LLC
|
DE
|
Concord Manor Limted Partnership
|
NC
|
Coventry Corporation
|
KS
|
Crossings International Corporation
|
WA
|
CSH Altamonte Springs LLC
|
DE
|
CSH Clearwater LLC
|
DE
|
CSH Graham LLC
|
DE
|
CSH Grand Prairie LLC
|
DE
|
CSH Lake Orienta LLC
|
DE
|
CSH Lutz LLC
|
DE
|
CSH North Richland Hills LLC
|
DE
|
CSH Operator LLC
|
DE
|
CSH Orange City LLC
|
DE
|
CSH Port St. Lucie LLC
|
DE
|
CSH Real Property 2 LLC
|
DE
|
CSH Round Rock LLC
|
DE
|
CSH San Antonio LLC
|
DE
|
CSH San Marcos LLC
|
DE
|
CSH Sarasota LLC
|
DE
|
CSH Tamarac LLC
|
DE
|
CSH Vero Beach LLC
|
DE
|
CSH Wichita Falls LLC
|
DE
|
CSH-ING Amber Park LLC
|
DE
|
CSH-ING Bella Vita LLC
|
DE
|
CSH-ING Lowry LLC
|
DE
|
CSH-ING Willowwood LLC
|
DE
|
CSH-ING Woodside Village LLC
|
DE
|
CSH-ING Wyndham Lakes LLC
|
DE
|
Cypress Arlington & Leawood JV, LLC
|
DE
|
Cypress Arlington GP, LLC
|
DE
|
Cypress Arlington, L.P.
|
DE
|
Cypress Dallas & Ft. Worth JV, LLC
|
DE
|
Cypress Dallas GP, LLC
|
DE
|
Cypress Dallas, L.P.
|
DE
|
Cypress Ft. Worth, L.P.
|
DE
|
Cypress Garden Homes, LLC
|
DE
|
Danville Place I, LLC
|
VA
|
Danville Place Special Management, LLC
|
NC
|
Denver Tenant, LLC
|
DE
|
Duval Oaks Investors LLC
|
DE
|
Eden Estates, LLC
|
NC
|
EmeriCal Inc
|
DE
|
EmeriCare Countryside Village LLC
|
DE
|
EmeriCare DME LLC
|
DE
|
EmeriCare Heritage LLC
|
DE
|
EmeriCare Inc
|
DE
|
EmeriCare Kingwood LLC
|
DE
|
EmeriCare NOC LLC
|
DE
|
EmeriCare Palmer Ranch LLC
|
DE
|
EmeriCare Rehab LLC
|
DE
|
EmeriCare Skylyn Place LLC
|
DE
|
EmeriCare Sugarland LLC
|
DE
|
EmeriChenal LLC
|
DE
|
Emerichip Alexandria LLC
|
DE
|
Emerichip Allentown LLC
|
DE
|
Emerichip Auburn LLC
|
DE
|
Emerichip Biloxi LLC
|
DE
|
Emerichip Boise LLC
|
DE
|
Emerichip Bozeman LLC
|
DE
|
Emerichip Cedar Rapids LLC
|
DE
|
Emerichip Dover LLC
|
DE
|
Emerichip Emerald Hills LLC
|
DE
|
Emerichip Englewood LLC
|
DE
|
Emerichip Everett LLC
|
DE
|
Emerichip Hendersonville LLC
|
DE
|
Emerichip Holdings LLC
|
DE
|
Emerichip La Casa Grande LLC
|
DE
|
Emerichip Lafayette LLC
|
DE
|
Emerichip Lake Charles LLC
|
DE
|
Emerichip Lakeland LLC
|
DE
|
Emerichip Latrobe LLC
|
DE
|
Emerichip Lewiston LLC
|
DE
|
Emerichip Morristown LLC
|
DE
|
Emerichip Ocala East LLC
|
DE
|
Emerichip Ocala West LLC
|
DE
|
Emerichip Odessa LP
|
DE
|
Emerichip Ontario LLC
|
DE
|
Emerichip Painted Post LLC
|
DE
|
Emerichip Pine Park, LLC
|
DE
|
Emerichip Puyallup LLC
|
DE
|
Emerichip Renton LLC
|
DE
|
Emerichip San Antonio AO LP
|
DE
|
Emerichip San Antonio HH LP
|
DE
|
Emerichip San Marcos LP
|
DE
|
Emerichip Texas LLC
|
DE
|
Emerichip Voorhees LLC
|
DE
|
Emerichip Walla Walla LLC
|
DE
|
EmeriClear LLC
|
DE
|
Emerifrat LLC
|
DE
|
Emerihrt Bloomsburg LLC
|
DE
|
Emerihrt Creekview LLC
|
DE
|
Emerihrt Danville LLC
|
DE
|
Emerihrt Greensboro LLC
|
DE
|
Emerihrt Harrisburg LLC
|
DE
|
Emerihrt Harrisonburg LLC
|
DE
|
Emerihrt Henderson LP
|
DE
|
Emerihrt Medical Center LP
|
DE
|
Emerihrt Oakwell Farms LP
|
DE
|
Emerihrt Ravenna LLC
|
DE
|
Emerihrt Roanoke LLC
|
DE
|
Emerihrt Stonebridge Ranch LP
|
DE
|
Emerihud II LLC
|
DE
|
Emerihud LLC
|
DE
|
Emerikeyt Liberal Springs LLC
|
DE
|
Emerikeyt Lo of Broadmoor LLC
|
DE
|
Emerikeyt Palms at Loma Linda Inc.
|
CA
|
Emerikeyt Springs at Oceanside Inc.
|
CA
|
EmeriMand LLC
|
DE
|
EmeriMandeville LLC
|
DE
|
EmeriMesa LLC
|
DE
|
Emerimont LLC
|
DE
|
Emeripalm LLC
|
DE
|
Emeripark SC LLC
|
DE
|
Emeriport Inc.
|
CA
|
EmeriPrez LLC
|
DE
|
EmeriRock LLC
|
DE
|
EmeriRose LLC
|
DE
|
Emerishire LLC
|
DE
|
Emeri-Sky SC LLC
|
DE
|
Emeritol Canterbury Ridge LLC
|
DE
|
Emeritol Colonial Park Club LLC
|
DE
|
Emeritol Dowlen Oaks LLC
|
DE
|
Emeritol Eastman Estates LLC
|
DE
|
Emeritol Elmbrook Estates LLC
|
DE
|
Emeritol Evergreen Lodge LLC
|
DE
|
Emeritol Fairhaven Estates LLC
|
DE
|
Emeritol Grand Terrace LLC
|
DE
|
Emeritol Harbour Pointe Shores LLC
|
DE
|
Emeritol Hearthstone Inn LLC
|
DE
|
Emeritol Highland Hills LLC
|
DE
|
Emeritol Lakeridge Place LLC
|
DE
|
Emeritol LO Coeur D'Alene LLC
|
DE
|
Emeritol LO Flagstaff LLC
|
DE
|
Emeritol LO Hagerstown LLC
|
DE
|
Emeritol LO Hattiesburg LLC
|
DE
|
Emeritol LO Lakewood LLC
|
DE
|
Emeritol LO Phoenix LLC
|
DE
|
Emeritol LO Staunton LLC
|
DE
|
Emeritol Meadowbrook LLC
|
DE
|
Emeritol Meadowlands Terrace LLC
|
DE
|
Emeritol Park Club Brandon LLC
|
DE
|
Emeritol Park Club Oakbridge LLC
|
DE
|
Emeritol Pines of Tewksbury LLC
|
DE
|
Emeritol Ridge Wind LLC
|
DE
|
Emeritol Saddleridge Lodge LLC
|
DE
|
Emeritol Seville Estates LLC
|
DE
|
Emeritol Stonecreek Lodge LLC
|
DE
|
Emeritol Woods At Eddy Pond LLC
|
DE
|
Emeritrace LLC
|
DE
|
Emeritrog LLC
|
DE
|
Emeritus Corporation
|
WA
|
Emeritus Management, LLC
|
WA
|
Emeritus Nebraska LLC
|
DE
|
Emeritus Properties Ark Wildflower LLC
|
DE
|
Emeritus Properties Ark Willow Brook LLC
|
DE
|
Emeritus Properties II, Inc.
|
WA
|
Emeritus Properties III, Inc.
|
WA
|
Emeritus Properties IV, Inc.
|
WA
|
Emeritus Properties IX, LLC
|
WA
|
Emeritus Properties V, Inc.
|
WA
|
Emeritus Properties X, LLC
|
WA
|
Emeritus Properties XI, LLC
|
WA
|
Emeritus Properties XII, LLC
|
WA
|
Emeritus Properties XIV, LLC
|
WA
|
Emeritus Properties XVI, Inc.
|
NV
|
Emeritus Properties-Arkansas, LLC
|
DE
|
Emeritus Properties-NGH, LLC
|
WA
|
EmeritusMerced Inc
|
DE
|
Emerivent Atherton Court Inc
|
DE
|
Emerivent Bradenton LLC
|
DE
|
Emerivent Brighton LLC
|
DE
|
Emerivent Lake Mary LLC
|
DE
|
Emerivent Mentor LLC
|
DE
|
Emerivill SC LLC
|
DE
|
EmeriVista LLC
|
DE
|
Emeriweg Deerfield LLC
|
DE
|
Emeriweg Stow LLC
|
DE
|
Emeriweg Troy LLC
|
DE
|
Emeriweg Vestal LLC
|
DE
|
Emeriyaf LLC
|
DE
|
Englewood Meridian LLC
|
DE
|
ESC G.P. II, Inc.
|
WA
|
ESC III, L.P.
|
WA
|
ESC IV, L.P.
|
WA
|
ESC Project SF Manager, LLC
|
DE
|
ESC-Arbor Place, LLC
|
WA
|
ESC-New Port Richey, LLC
|
WA
|
ESC-NGH, L.P.
|
WA
|
ESC-Ridgeland, LLC
|
WA
|
FEBC ALT Holdings, Inc.
|
DE
|
FEBC-ALT Investors LLC
|
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
|
Flint Michigan Retirement Housing, LLC
|
MI
|
Fort Austin Limited Partnership
|
TX
|
Fortress CCRC Acquisition LLC
|
DE
|
Foxwood Springs Garden Homes, LLC
|
DE
|
Freedom Group Naples Management Company, Inc.
|
TN
|
Freedom Pointe at the Villages Condominium Association, Inc.
|
FL
|
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
|
Fretus Investors Austin LP
|
DE
|
Fretus Investors Chandler LLC
|
DE
|
Fretus Investors Dallas LP
|
DE
|
Fretus Investors Farmers Branch LP
|
DE
|
Fretus Investors Fort Wayne LLC
|
DE
|
Fretus Investors Fort Worth LP
|
DE
|
Fretus Investors Glendale LLC
|
DE
|
Fretus Investors Greenwood LLC
|
DE
|
Fretus Investors Hollywood Park LP
|
DE
|
Fretus Investors Houston LP
|
DE
|
Fretus Investors Jacksonville LLC
|
DE
|
Fretus Investors Las Vegas LLC
|
DE
|
Fretus Investors Melbourne LLC
|
DE
|
Fretus Investors Memorial Oaks Houston LP
|
DE
|
Fretus Investors Mesa LLC
|
DE
|
Fretus Investors Orange Park LLC
|
DE
|
Fretus Investors Orlando LLC
|
DE
|
Fretus Investors Plano LP
|
DE
|
Fretus Investors San Antonio LP
|
DE
|
Fretus Investors Sugar Land LP
|
DE
|
Fretus Investors Winter Springs LLC
|
DE
|
Fretus Investors, LLC
|
WA
|
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
|
Greenwich Bay L.L.C.
|
DE
|
HB Employee Services CCRC, L.L.C.
|
DE
|
HB Employee Services, L.L.C.
|
DE
|
HBBHT Gen-Par, L.L.C.
|
DE
|
HBBHT Real Estate Limited Partnership
|
DE
|
HBC II Manager, L.L.C.
|
DE
|
HBC Manager, L.L.C.
|
DE
|
HBHB1 Realty, L.L.C.
|
DE
|
HBP Leaseco, L.L.C.
|
DE
|
HC3 Sunrise LLC
|
DE
|
HCP HB2 Carrington-Cherry Hills, LLC
|
DE
|
HCP HB2 Greenwich - East-West Bay - Olympia Fields, LLC
|
DE
|
HCP HB2 Heritage Palmeras, LLC
|
DE
|
HCP HB2 Herons Run, LLC
|
DE
|
HCP HB2 Manor - Pointe Newport Place, LLC
|
DE
|
HCP HB2 Park at Golf Mill, LLC
|
DE
|
HCP HB2 Park at Vernon Hills, LLC
|
DE
|
HCP HB2 Pinecrest Place, LLC
|
DE
|
HCP HB2 Prosperity Oaks, LLC
|
DE
|
HCP HB2 Waterside Retirement Estates, LLC
|
DE
|
HCP HB3 Clear Lake, LLC
|
DE
|
HCP HB3 First Colony, LLC
|
DE
|
HCP HB3 Terrace Memorial City, LLC
|
DE
|
HCP HB3 Terrace West, LLC
|
DE
|
HCP HB3 Willowbrook, LLC
|
DE
|
Hear at Home, LLC
|
DE
|
Heartland Retirement Services, Inc.
|
WI
|
Heritage Hills Retirement, Inc.
|
NC
|
Hickory Manor, LLC
|
NC
|
High Point Manor at Skeet Club, LP
|
NC
|
High Point Manor, LP
|
NC
|
High Point Place, LLC
|
NC
|
Home Health Care Holdings, LLC
|
DE
|
Homewood at Brookmont Terrace, LLC
|
TN
|
Horizon Bay Chartwell II, L.L.C.
|
DE
|
Horizon Bay Chartwell, L.L.C.
|
DE
|
Horizon Bay HP Management, L.L.C.
|
DE
|
Horizon Bay Management CCRC, L.L.C.
|
DE
|
Horizon Bay Management II, L.L.C.
|
DE
|
Horizon Bay Management, L.L.C.
|
DE
|
Horizon Bay Realty, L.L.C.
|
DE
|
Innovative Senior Care Home Health of Alabama, LLC
|
DE
|
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 Chicago, 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 Hartford, LLC
|
DE
|
Innovative Senior Care Home Health of High Point, 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 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 Rhode Island, 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 Tulsa, LLC
|
DE
|
Innovative Senior Care of New Jersey, LLC
|
DE
|
Innovative Senior Care Rehabilitation Agency of Los Angeles, LLC
|
DE
|
Integrated Living Communities of Milledgeville, L.L.C.
|
DE
|
Integrated Living Communities of Sarasota, L.L.C.
|
DE
|
Integrated Living Communities of West Palm Beach, L.L.C.
|
DE
|
Integrated Management-Carrington Pointe, L.L.C.
|
DE
|
Ithaca Sterling Cottage Operator, Inc.
|
NY
|
KG Missouri-CC Owner, LLC
|
DE
|
KGC Operator, Inc.
|
DE
|
KGC Shoreline Operator, Inc.
|
DE
|
Kingsley Oaks Investors LLC
|
DE
|
LaBarc, LP
|
TN
|
Lake Seminole Square, LLC
|
DE
|
Lakewood Meridian LLC
|
DE
|
Leawood Tenant, LLC
|
DE
|
LH Assisted Living, LLC
|
CT
|
Memorial Oaks Investors LLC
|
DE
|
Meriweg-Fairport, LLC
|
DE
|
Meriweg-Fayetteville, LLC
|
DE
|
Meriweg-Latham, LLC
|
DE
|
Meriweg-Liverpool, LLC
|
DE
|
Meriweg-Rochester, LLC
|
DE
|
Meriweg-Syracuse, LLC
|
DE
|
Meriweg-Vestal, LLC
|
DE
|
Meriweg-Williamsville BM, LLC
|
DE
|
Meriweg-Williamsville BPM, LLC
|
DE
|
MGP Altamonte Springs, LLC
|
DE
|
MGP Lutz, LLC
|
DE
|
MGP Orange City, LLC
|
FL
|
MGP Port St. Lucie, LLC
|
DE
|
MGP Sarasota, LLC
|
FL
|
MGP Tamarac, LLC
|
DE
|
MGP XX, LLC
|
WA
|
MGP XXI, LLC
|
WA
|
MGP XXII, LLC
|
WA
|
MGP XXIII, LLC
|
WA
|
MGP XXVII, LLC
|
WA
|
MGP XXXI, LLC
|
WA
|
MGP XXXIV, LLC
|
WA
|
MGP XXXVI, LLC
|
WA
|
Minnetonka Tenant, LLC
|
DE
|
Mountain View Tenant, LLC
|
DE
|
NecaniMember LLC
|
DE
|
Niagara Nash Road, LLC
|
|
Niles Lifestyle Gen-Par, L.L.C.
|
DE
|
Niles Lifestyle Limited Partnership
|
IL
|
NOC Therapy, Inc.
|
FL
|
Northwest Oaks Investors LLC
|
DE
|
Nurse on Call of Arizona, Inc.
|
DE
|
Nurse on Call of Dallas, Inc.
|
DE
|
Nurse on Call of Houston, Inc.
|
DE
|
Nurse on Call of San Antonio, Inc.
|
DE
|
Nurse on Call of Texas, Inc.
|
DE
|
Nurse on Call, Inc.
|
DE
|
Nurse-on-Call Home Care, Inc.
|
FL
|
Nurse-on-Call of Broward, Inc.
|
FL
|
Nurse-on-Call of South Florida, Inc.
|
FL
|
Overland Park Tenant, LLC
|
DE
|
Palm Coast Health Care, Inc.
|
FL
|
Park Place Investments of Kentucky, LLC
|
CO
|
Park Place Investments, LLC
|
KY
|
Peaks Home Health, L.L.C.
|
DE
|
PHNTUS Arbor Gardens Inc.
|
CA
|
PHNTUS Austin Gardens Inc.
|
CA
|
PHNTUS Beckett Meadows LLC
|
DE
|
PHNTUS Canterbury Woods LLC
|
DE
|
PHNTUS Charleston Gardens LLC
|
DE
|
PHNTUS Creekside LLC
|
DE
|
PHNTUS Heritage Hills LLC
|
DE
|
PHNTUS KP Sheveport LLC
|
DE
|
PHNTUS Lakes LLC
|
DE
|
PHNTUS LO Cape May LLC
|
DE
|
PHNTUS LO Folsom Inc.
|
CA
|
PHNTUS LO Joliet LLC
|
DE
|
PHNTUS LO Joliet SCU LLC
|
DE
|
PHNTUS LO Rockford LLC
|
DE
|
PHNTUS Oak Hollow LLC
|
DE
|
PHNTUS Pine Meadow LLC
|
DE
|
PHNTUS Pinehurst LLC
|
DE
|
PHNTUS Pines At Goldsboro LLC
|
DE
|
PHNTUS Quail Ridge LLC
|
DE
|
PHNTUS Richland Gardens LLC
|
DE
|
PHNTUS Silverleaf Manor LLC
|
DE
|
PHNTUS Stonebridge LLC
|
DE
|
Plaza Professional Pharmacy, Inc.
|
VA
|
Pocasset LLC
|
DE
|
Pomacy Corporation
|
DE
|
Prosperity Gen-Par, Inc.
|
DE
|
Reynolda Park, LP
|
NC
|
Ridgeland Assisted Living, LLC
|
WA
|
Ridgmar Tenant, LLC
|
DE
|
Robin Run Garden Homes, LLC
|
DE
|
Roswell Tenant, LLC
|
DE
|
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 Lifestyle East Bay Limited Partnership
|
DE
|
Senior Lifestyle Emerald Bay Limited Partnership
|
DE
|
Senior Lifestyle Heritage, L.L.C.
|
DE
|
Senior Lifestyle Newport Limited Partnership
|
DE
|
Senior Lifestyle North Bay Limited Partnership
|
DE
|
Senior Lifestyle Pinecrest Limited Partnership
|
DE
|
Senior Lifestyle Prosperity Limited Partnership
|
DE
|
Senior Lifestyle Sakonnet Bay Limited Partnership
|
DE
|
Senior Living Properties, LLC
|
DE
|
Senior Service Insurance, LTD
|
|
S-H Forty-Nine CA Limited Partner, LLC
|
DE
|
S-H Forty-Nine OpCo Ventures, LLC
|
DE
|
S-H Forty-Nine PropCo - California Pack, LP
|
DE
|
S-H Forty-Nine PropCo - Dartmouth Village, LLC
|
DE
|
S-H Forty-Nine PropCo - Edgewood, LLC
|
DE
|
S-H Forty-Nine PropCo - Gainesville, LLC
|
DE
|
S-H Forty-Nine PropCo - Hoffman Estates, LLC
|
DE
|
S-H Forty-Nine PropCo - Massachusetts Pack, LLC
|
DE
|
S-H Forty-Nine PropCo - Oakridge, LLC
|
DE
|
S-H Forty-Nine PropCo - Paramus, LLC
|
DE
|
S-H Forty-Nine PropCo - Pikesville, LLC
|
DE
|
S-H Forty-Nine PropCo - Pleasant Hills, LLC
|
DE
|
S-H Forty-Nine PropCo - Quail Creek, LLC
|
DE
|
S-H Forty-Nine PropCo - Salt Lake City, LLC
|
DE
|
S-H Forty-Nine PropCo - Towson, LLC
|
DE
|
S-H Forty-Nine PropCo - Vinings, LLC
|
DE
|
S-H Forty-Nine PropCo - Virginia Pack, LLC
|
DE
|
S-H Forty-Nine PropCo - Woodbridge, LLC
|
DE
|
S-H Forty-Nine PropCo Ventures, LLC
|
DE
|
S-H Forty-Nine Properties, LLC
|
DE
|
S-H OpCo Arlington, LLC
|
DE
|
S-H OpCo Bear Creek, LLC
|
DE
|
S-H OpCo Buford, LLC
|
DE
|
S-H OpCo Burr Ridge, LLC
|
DE
|
S-H OpCo Camarillo, LLC
|
DE
|
S-H OpCo Carlsbad, LLC
|
DE
|
S-H OpCo Carmel Valley, LLC
|
DE
|
S-H OpCo Carrington Pointe, LLC
|
DE
|
S-H OpCo Cherry Hill (MA), LLC
|
DE
|
S-H OpCo Cherry Hills, LLC
|
DE
|
S-H OpCo Clear Lake, LLC
|
DE
|
S-H OpCo Cliff View, LLC
|
DE
|
S-H OpCo Copperfield Village, LLC
|
DE
|
S-H OpCo Cottage Village, LLC
|
DE
|
S-H OpCo Crown Pointe, LLC
|
DE
|
S-H OpCo Dartmouth Village, LLC
|
DE
|
S-H OpCo Deep Run, LLC
|
DE
|
S-H OpCo East Bay Manor, LLC
|
DE
|
S-H OpCo Eastover, LLC
|
DE
|
S-H OpCo Edgewood, LLC
|
DE
|
S-H OpCo First Colony, LLC
|
DE
|
S-H OpCo Fox River, LLC
|
DE
|
S-H OpCo Gainesville, LLC
|
DE
|
S-H OpCo Germantown, LLC
|
DE
|
S-H OpCo Greenwich Bay Manor, LLC
|
DE
|
S-H OpCo Heritage Palmeras, LLC
|
DE
|
S-H OpCo Herons Run, LLC
|
DE
|
S-H OpCo Hoffman Estates, LLC
|
DE
|
S-H OpCo Laguna Creek, LLC
|
DE
|
S-H OpCo Lincoln Heights, LLC
|
DE
|
S-H OpCo Main Street, LLC
|
DE
|
S-H OpCo Manor at Newport Place, LLC
|
DE
|
S-H OpCo Memphis, LLC
|
DE
|
S-H OpCo Northpark Place, LLC
|
DE
|
S-H OpCo Oakridge, LLC
|
DE
|
S-H Thirty-Five OpCo - Parkview, LLC
|
DE
|
S-H Thirty-Five OpCo - Pocasset, LLC
|
DE
|
S-H Thirty-Five OpCo - Tamarac Acquisition, LLC
|
DE
|
S-H Thirty-Five OpCo - Temple Meridian, LLC
|
DE
|
S-H Thirty-Five OpCo - Waterford, LLC
|
DE
|
S-H Thirty-Five OpCo - Westland Meridian, LLC
|
DE
|
S-H Thirty-Five OpCo - Willowwood, LLC
|
DE
|
S-H Thirty-Five OpCo Ventures, LLC
|
DE
|
S-H Thirty-Five PropCo - Boulder Meridian, LLC
|
DE
|
S-H Thirty-Five PropCo - Gayton Terrace, LLC
|
DE
|
S-H Thirty-Five PropCo - Lake Worth, LLC
|
DE
|
S-H Thirty-Five PropCo - Parkview, LLC
|
DE
|
S-H Thirty-Five PropCo - Treemont, LLC
|
DE
|
S-H Thirty-Five PropCo - Trowbridge, LLC
|
DE
|
S-H Thirty-Five PropCo - Waterford, LLC
|
DE
|
S-H Thirty-Five PropCo - Westland Meridian, LLC
|
DE
|
S-H Thirty-Five PropCo Ventures, LLC
|
DE
|
S-H Thirty-Five Properties, LLC
|
DE
|
S-H Twenty-One OpCo Ventures, LLC
|
DE
|
S-H Twenty-One PropCo Ventures, LLC
|
DE
|
SHP-ARC II, LLC
|
DE
|
Silver Lake Assisted Living, LLC
|
WA
|
SLC East Bay, Inc.
|
DE
|
SLC Emerald Bay, Inc.
|
DE
|
SLC Newport, Inc.
|
DE
|
SLC North Bay, Inc.
|
DE
|
SLC Pinecrest, Inc.
|
DE
|
SLC Sakonnet Bay, Inc.
|
DE
|
South Bay Manor, L.L.C.
|
DE
|
Southern Assisted Living, LLC
|
NC
|
Springfield/Findlay Associates
|
OH
|
Statesville Manor on Peachtree ALZ, LLC
|
NC
|
Statesville Manor, LP
|
NC
|
Statesville Place, LLC
|
NC
|
Sugar Land Investors LLC
|
DE
|
Summerville 1 LLC
|
DE
|
Summerville 13 LLC
|
DE
|
Summerville 14 LLC
|
DE
|
Summerville 15 LLC
|
DE
|
Summerville 16 LLC
|
DE
|
Summerville 17 LLC
|
DE
|
Summerville 2 LLC
|
DE
|
Summerville 3 LLC
|
DE
|
Summerville 4 LLC
|
DE
|
Summerville 5 LLC
|
DE
|
Summerville 7 LLC
|
DE
|
Summerville 8 LLC
|
DE
|
Summerville 9 LLC
|
DE
|
Summerville at Atherton Court LLC
|
DE
|
Summerville at Barrington Court LLC
|
DE
|
Summerville at Camelot Place LLC
|
DE
|
Summerville at Carrollwood, LLC
|
DE
|
Summerville at Chestnut Hill LLC
|
DE
|
Summerville at Clearwater, LLC
|
DE
|
Summerville at Cobbco, Inc.
|
CA
|
Summerville at Cy-Fair Associates, L.P.
|
DE
|
Summerville at Cy-Fair, LLC
|
DE
|
Summerville at Fairwood Manor, LLC
|
DE
|
Summerville at Fox Run LLC
|
DE
|
Summerville at Friendswood Associates, L.P.
|
DE
|
Summerville at Friendswood, LLC
|
DE
|
Summerville at Gainesville, LLC
|
DE
|
Summerville at Golden Pond LLC
|
DE
|
Summerville at Harden Ranch, LLC
|
DE
|
Summerville at Hazel Creek LLC
|
DE
|
Summerville at Heritage Place, LLC
|
DE
|
Summerville at Hillen Vale LLC
|
DE
|
Summerville at Hillsborough, L.L.C.
|
NJ
|
Summerville at Irving Associates LP
|
DE
|
Summerville at Irving LLC
|
DE
|
Summerville at Kenner, L.L.C.
|
DE
|
Summerville at Lakeland, LLC
|
DE
|
Summerville at Lakeview LLC
|
DE
|
Summerville at Mandarin, LLC
|
DE
|
Summerville at Mentor, LLC
|
DE
|
Summerville at North Hills LLC
|
DE
|
Summerville at Oak Park LLC
|
DE
|
Summerville at Ocala East, LLC
|
DE
|
Summerville at Ocala West, LLC
|
DE
|
Summerville at Ocoee, Inc.
|
DE
|
Summerville at Outlook Manor LLC
|
DE
|
Summerville at Oviedo LLC
|
DE
|
Summerville at Port Orange, Inc.
|
DE
|
Summerville at Potomac LLC
|
DE
|
Summerville at Prince William, Inc.
|
DE
|
Summerville at Ridgewood Gardens LLC
|
DE
|
Summerville at Roseville Gardens LLC
|
DE
|
Summerville at St. Augustine, LLC
|
DE
|
Summerville at Stafford, LLC
|
NJ
|
Summerville at Voorhees, LLC
|
NJ
|
Summerville at Wekiwa Springs LLC
|
DE
|
Summerville at Westminister, LLC
|
MD
|
Summerville Investors LLC
|
DE
|
Summerville Management, LLC
|
DE
|
Summerville Senior Living, Inc.
|
DE
|
Sun City West Tenant, LLC
|
DE
|
SW Assisted Living, LLC
|
DE
|
T Lakes LC
|
FL
|
Tamarac Acquisition LLC
|
DE
|
Tanglewood Oaks Investors LLC
|
DE
|
Tanglewood Tenant, LLC
|
DE
|
Temple Meridian LLC
|
DE
|
Texas-ESC-Lubbock, L.P.
|
WA
|
The Estates of Oak Ridge LLC
|
DE
|
The Heritage Member Services Club, L.L.C.
|
AZ
|
The Inn at Grove City LLC
|
DE
|
The Inn at Medina LLC
|
DE
|
The Terrace at Lookout Pointe LLC
|
DE
|
Trinity Towers Limited Partnership
|
TN
|
TV Arlington Tenant, LLC
|
DE
|
Union Park LLC
|
NC
|
Unity Home Health Services, Inc.
|
FL
|
Ventana Canyon Tenant, LLC
|
DE
|
Vero Beach,LLC
|
WA
|
Village Oaks Farmers Branch Investors LLC
|
DE
|
Village Oaks Hollywood Park Investors LLC
|
DE
|
Weddington Park, LP
|
NC
|
West Bay Manor, L.L.C.
|
DE
|
Wovencare Systems, Inc.
|
WI
|
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 12, 2016
|
/s/ T. Andrew Smith
|
|
T. Andrew Smith
|
||
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)
|
Desi
g
ned 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 12, 2016
|
/s/ Lucinda M. Baier
|
|
Lucinda M. Baier
|
||
Chief Financial Officer
|
/s/ T. Andrew Smith
|
||
Name:
|
T. Andrew Smith
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
February 12, 2016
|
/s/ Lucinda M. Baier
|
||
Name:
|
Lucinda M. Baier
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
February 12, 2016
|