[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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20-3068069
(I.R.S. Employer
Identification No.)
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(Registrant's telephone number including area code)
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(615) 221-2250
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Title of Each Class
Common Stock, $0.01 Par Value Per Share
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Name of Each Exchange on Which Registered
New York Stock Exchange
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Large accelerated filer
[X]
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Accelerated filer
[ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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PAGE
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PART I
|
||
Item 1
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5
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18
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Item 1A
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21
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Item 1B
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35
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Item 2
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36
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Item 3
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37
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Item 4
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37
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PART II
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Item 5
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38
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Item 6
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41
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Item 7
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42
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Item 7A
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74
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Item 8
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75
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Item 9
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120
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Item 9A
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120
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Item 9B
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120
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PART III
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Item 10
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120
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Item 11
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121
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Item 12
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121
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Item 13
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122
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Item 14
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122
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PART IV
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Item 15
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122
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•
|
Enhance our customer and associate experience
. With this priority, we are simplifying the role of the executive directors of our communities to allow them to focus on our customers and associates, improving our model for recruiting and retaining community associates, implementing new talent development and training programs, and will continue to implement an expanded system to gauge and improve the quality of our relationships with our customers and associates.
|
•
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Improve our marketing and sales processes
. We have designed and begun implementation of a network sales model, have begun to design and implement a new lead management system, and have begun segmenting our communities to align operating standards with optimal market positions. We will continue to leverage our brand recognition while pursuing a multi-layered marketing approach, which includes customized marketing campaigns in markets and communities with the highest potential. Our network sales model is designed to better coordinate our sales efforts among our communities within a given market. Our community segmentation efforts are intended to identify optimal levels of price, service offerings, amenities and programs to be offered in our communities based on local demand so that we can adjust our operating standards to create differentiated value to meet the needs of our customers.
|
•
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Simplify our organization
. We are actively identifying and executing on initiatives to simplify our organization in order to align our structure around our customers' priorities while improving our operational effectiveness and efficiency. Through our realignment efforts, we have reduced spans and layers in our organization to increase accountability and bring decision making closer to our customers. We also plan to continue to establish corporate shared service centers of excellence to reduce costs and improve our effectiveness. We expect that our organizational simplification and streamlining efforts will lead to opportunities for general and administrative expense efficiencies.
|
•
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Optimize our portfolio and leverage scale
. Our initiatives will focus on maximizing the value and performance of our ancillary services business, optimizing our community portfolio, capturing synergies from our scale, and making strategic and cost effective capital expenditure investments. Through our ongoing portfolio optimization initiative, we intend to dispose of owned and leased communities and restructure leases in order to simplify and streamline our business, to increase the quality and durability of our cash flow, to improve our liquidity, and to reduce our debt and lease leverage. Disposals of owned assets may take the form of outright sales or contributions into ventures in which we would have an ownership interest, and we may desire to retain management rights on disposed assets. We also intend to restructure existing leases, including those with approaching maturities, which may take the form of non-renewal of leases, negotiation of revised lease terms, termination of leases in favor of venture structures in which we would have an interest and, to a lesser degree, the purchase of leased communities, particularly where we have favorable purchase options. Our criteria for identifying communities and transactions as part of this initiative include the market value of communities and their underlying performance, lease terms, capital requirements, location, market dynamics, physical plant condition and proximity to other communities in our portfolio. We expect to continue our capital expenditure programs, including our Program Max initiative through which we intend to expand, renovate, redevelop and reposition our communities where economically advantageous.
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•
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Innovate for growth
. We intend to evaluate, test and implement innovations that enhance customer and associate experience and to explore models to drive new economics.
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•
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During the three months ended March 31, 2016, we sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living (six communities; 389 units) and CCRCs – Rental (one community; 359 units) segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
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•
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During the three months ended June 30, 2016, we entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, we sold 32 of these communities (1,771 units) for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, we sold nine of these communities (444 units) for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community (63 units) from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities (175 units) within the portfolio were classified as held for sale as of December 31, 2016.
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•
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During 2016, we identified seven additional owned communities (766 units) as held for sale. During the three months ended December 31, 2016, we sold three of these communities (393 units) for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living (one community; 20 units), CCRCs – Rental (one community; 276 units) and Retirement Center (one community; 97 units) segments through the respective disposition dates. The remaining four communities (373 units) were classified as held for sale as of December 31, 2016.
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•
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HCP and Blackstone entered into an agreement pursuant to which HCP has agreed to sell 64 communities (5,967 units)—which are currently leased to us at above market rates and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion. Separately, we entered into an agreement with Blackstone pursuant to which we have agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which we expect to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the above market leases, and fund our share of anticipated closing costs and working capital. Following closing, we will manage the communities on behalf of the venture. We expect the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities; 3,364 units), Retirement Centers (nine communities; 1,180 units) and CCRCs-Rental (seven communities; 1,423 units). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
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•
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We and HCP agreed to terminate triple-net leases with respect to eight communities (867 units). HCP agreed to contribute immediately thereafter four of such communities, consisting of 527 units, to an existing unconsolidated venture with HCP in which we have a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities (773 units) were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities; 514 units), Retirement Centers (one community; 109 units) and CCRCs-Rental (one community; 244 units). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
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•
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We and HCP agreed to terminate triple-net leases with respect to 25 communities (2,031 units), which we expect to occur in stages through the end of fiscal 2017. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities; 1,759 units) and CCRCs-Rental (two communities; 272 units). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
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•
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Skilled management team with extensive experience
. Our senior management team and our Board of Directors have extensive experience in the senior living, healthcare and real estate industries, including the acquisition, operation and management of a broad range of senior living assets.
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•
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Geographically diverse, high-quality, purpose-built communities
. As of December 31, 2016, we are the largest operator of senior living communities in the United States based on total capacity, with 1,055 communities in 47 states and the ability to serve approximately 103,000 residents.
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•
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Ability to provide a broad spectrum of care
. Given our diverse mix of retirement centers, assisted living communities and CCRCs, as well as our ancillary services offerings, we are able to meet a wide range of our customers' needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
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•
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The size of our business allows us to realize cost and operating efficiencies
. 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.
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•
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Significant experience in providing ancillary services
. Through our ancillary services programs, we provide a range of home health, hospice, outpatient therapy, education, wellness and other ancillary services to residents of certain of our communities and to seniors outside our communities. Having therapy clinics located in, and home health agencies that provide services to, our senior living communities 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.
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Name
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Age
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Position
|
||
Daniel A. Decker
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64
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Executive Chairman of the Board
|
||
T. Andrew Smith
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56
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President, Chief Executive Officer and Director
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Labeed S. Diab
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47
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Chief Operating Officer
|
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Lucinda M. Baier
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52
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Chief Financial Officer
|
||
Bryan D. Richardson
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58
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Executive Vice President and Chief Administrative Officer
|
||
Cedric T. Coco
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49
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Executive Vice President and Chief People Officer
|
||
Mary Sue Patchett
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54
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Executive Vice President – Community and Field Operations
|
||
H. Todd Kaestner
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61
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Executive Vice President – Corporate Development
|
||
George T. Hicks
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59
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Executive Vice President – Finance and Treasurer
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•
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We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
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•
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Increases in our outstanding indebtedness, leverage and long-term leases will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
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•
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Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
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•
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Our ability to pay dividends to our stockholders may be limited.
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•
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required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs;
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•
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state or federal agencies imposing fines, penalties and other sanctions (including payment suspensions) on us;
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•
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loss of our right to participate in the Medicare program or state programs;
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•
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damage to our business and reputation in various markets; or
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•
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significant investment of time and money even if eventually favorably determined.
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•
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a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
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•
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removal of directors only for cause, and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;
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•
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blank-check preferred stock;
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•
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provisions preventing stockholders from calling special meetings or acting by written consent;
|
•
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advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
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•
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no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
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•
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variations in our quarterly results of operations and cash flow;
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•
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changes in our operating performance and liquidity guidance;
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•
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the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
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•
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additions or departures of key management personnel;
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•
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any increased indebtedness we may incur or lease obligations we may enter into in the future;
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•
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actions by institutional stockholders;
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•
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changes in market valuations of similar companies;
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•
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
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speculation or reports by the press or investment community with respect to us or the senior living industry in general;
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•
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proxy contests or other shareholder activism;
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•
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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
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•
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downturns in the real estate market or changes in market valuations of senior living communities;
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•
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changes or proposed changes in laws or regulations affecting the senior living industry or enforcement of these laws and regulations, or announcements relating to these matters; and
|
•
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general market and economic conditions.
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Occupancy
|
Ownership Status
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|||||||||||||||||
State
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Units
|
Rate
(1)(2)
|
Owned
|
Leased
|
Managed
|
Total
|
||||||||||||
Florida
|
16,344
|
83%
|
49
|
45
|
30
|
124
|
||||||||||||
Texas
|
13,823
|
85%
|
62
|
33
|
33
|
128
|
||||||||||||
California
|
10,827
|
86%
|
26
|
54
|
11
|
91
|
||||||||||||
Washington
|
4,679
|
91%
|
14
|
35
|
2
|
51
|
||||||||||||
Colorado
|
4,637
|
85%
|
11
|
19
|
9
|
39
|
||||||||||||
Ohio
|
4,314
|
84%
|
23
|
23
|
5
|
51
|
||||||||||||
Illinois
|
3,699
|
88%
|
2
|
10
|
6
|
18
|
||||||||||||
North Carolina
|
3,680
|
86%
|
7
|
52
|
1
|
60
|
||||||||||||
Arizona
|
3,495
|
87%
|
15
|
15
|
4
|
34
|
||||||||||||
Oregon
|
3,190
|
93%
|
8
|
30
|
5
|
43
|
||||||||||||
New York
|
2,552
|
85%
|
17
|
15
|
3
|
35
|
||||||||||||
Virginia
|
2,497
|
88%
|
7
|
7
|
3
|
17
|
||||||||||||
Michigan
|
2,123
|
89%
|
9
|
23
|
1
|
33
|
||||||||||||
Tennessee
|
2,093
|
92%
|
13
|
14
|
4
|
31
|
||||||||||||
South Carolina
|
1,676
|
84%
|
4
|
20
|
0
|
24
|
||||||||||||
Georgia
|
1,568
|
87%
|
5
|
12
|
4
|
21
|
||||||||||||
Kansas
|
1,548
|
90%
|
8
|
12
|
2
|
22
|
||||||||||||
Oklahoma
|
1,477
|
83%
|
4
|
21
|
2
|
27
|
||||||||||||
New Jersey
|
1,459
|
88%
|
7
|
10
|
1
|
18
|
||||||||||||
Massachusetts
|
1,459
|
80%
|
3
|
5
|
4
|
12
|
||||||||||||
Alabama
|
1,364
|
86%
|
7
|
2
|
1
|
10
|
||||||||||||
Pennsylvania
|
1,279
|
89%
|
8
|
3
|
1
|
12
|
||||||||||||
Rhode Island
|
1,186
|
84%
|
1
|
4
|
4
|
9
|
||||||||||||
Missouri
|
1,184
|
86%
|
2
|
1
|
2
|
5
|
||||||||||||
Indiana
|
1,183
|
75%
|
4
|
8
|
1
|
13
|
||||||||||||
Connecticut
|
977
|
70%
|
2
|
7
|
1
|
10
|
||||||||||||
Kentucky
|
895
|
76%
|
1
|
4
|
1
|
6
|
||||||||||||
Minnesota
|
874
|
77%
|
2
|
15
|
1
|
18
|
||||||||||||
Wisconsin
|
869
|
82%
|
6
|
12
|
2
|
20
|
||||||||||||
New Mexico
|
793
|
66%
|
2
|
4
|
1
|
7
|
||||||||||||
Mississippi
|
645
|
88%
|
5
|
3
|
0
|
8
|
||||||||||||
Maryland
|
614
|
95%
|
2
|
2
|
3
|
7
|
||||||||||||
Louisiana
|
611
|
86%
|
6
|
1
|
0
|
7
|
||||||||||||
Idaho
|
605
|
86%
|
7
|
1
|
0
|
8
|
||||||||||||
Nevada
|
604
|
89%
|
4
|
3
|
0
|
7
|
||||||||||||
Arkansas
|
494
|
94%
|
4
|
0
|
1
|
5
|
||||||||||||
Nebraska
|
455
|
85%
|
0
|
5
|
0
|
5
|
||||||||||||
Utah
|
368
|
81%
|
0
|
2
|
2
|
4
|
||||||||||||
Montana
|
238
|
96%
|
1
|
2
|
0
|
3
|
||||||||||||
West Virginia
|
220
|
97%
|
1
|
1
|
0
|
2
|
||||||||||||
Delaware
|
200
|
87%
|
2
|
1
|
0
|
3
|
||||||||||||
Wyoming
|
113
|
81%
|
0
|
2
|
0
|
2
|
||||||||||||
Iowa
|
106
|
72%
|
0
|
0
|
1
|
1
|
||||||||||||
Vermont
|
101
|
88%
|
1
|
0
|
0
|
1
|
||||||||||||
New Hampshire
|
90
|
96%
|
1
|
0
|
0
|
1
|
||||||||||||
North Dakota
|
85
|
85%
|
0
|
1
|
0
|
1
|
||||||||||||
Maine
|
81
|
56%
|
0
|
0
|
1
|
1
|
||||||||||||
Total
|
103,374
|
86%
|
363
|
539
|
153
|
1,055
|
(1) |
Includes the impact of managed properties.
|
(2) |
Represents occupancy at December 31, 2016.
|
Item 5. |
Fiscal 2016
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
19.71
|
$
|
11.28
|
||||
Second Quarter
|
$
|
19.42
|
$
|
14.43
|
||||
Third Quarter
|
$
|
18.62
|
$
|
14.75
|
||||
Fourth Quarter
|
$
|
17.70
|
$
|
10.65
|
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
|
|
|
12/11
|
12/12
|
12/13
|
12/14
|
12/15
|
12/16
|
Brookdale Senior Living Inc.
|
100.00
|
145.60
|
156.30
|
210.87
|
106.15
|
71.42
|
|
S&P 500
|
100.00
|
116.00
|
153.58
|
174.60
|
177.01
|
198.18
|
|
S&P Health Care
|
100.00
|
117.89
|
166.76
|
209.02
|
223.42
|
217.41
|
Period
|
Total
Number of
Shares
Purchased (1)
|
|
|
Average
Price Paid
per Share ($)
|
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (2)
|
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs ($ in thousands) (2)
|
|||||
10/1/2016 - 10/31/2016
|
—
|
—
|
—
|
82,387
|
|||||||||||
11/1/2016 - 11/30/2016
|
755,508
|
12.85
|
750,000
|
90,360
|
|||||||||||
12/1/2016 - 12/31/2016
|
12,203
|
11.39
|
—
|
90,360
|
|||||||||||
Total
|
|
|
767,711
|
12.83
|
|
|
750,000
|
|
|
|
(1) |
Shares purchased include 750,000 shares purchased in open market transactions pursuant to the publicly announced repurchase program summarized in footnote 2 below and the following number of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock: November 2016—5,508 shares; and December 2016—12,203 shares. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
|
(2) |
On November 1, 2016, the Company announced that its Board of Directors had approved a new share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of its common stock, which replaced and terminated the prior repurchase authorization approved by the Board in 2011 that had remaining availability of approximately $82.4 million at the time of termination. No shares were purchased pursuant to the prior authorization during the three months ended December 31, 2016. The new share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements, and capital availability. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of December 31, 2016, approximately $90.4 million remained available under the new share repurchase authorization.
|
For the Years Ended December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
(in thousands, except per share and other operating data)
|
||||||||||||||||||||
Total revenue
|
$
|
4,976,980
|
$
|
4,960,608
|
$
|
3,831,706
|
$
|
2,891,966
|
$
|
2,768,738
|
||||||||||
Facility operating expense
|
2,799,402
|
2,788,862
|
2,210,368
|
1,671,945
|
1,630,919
|
|||||||||||||||
General and administrative expense
|
313,409
|
370,579
|
280,267
|
180,627
|
178,829
|
|||||||||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
3,921
|
―
|
|||||||||||||||
Facility lease expense
|
373,635
|
367,574
|
323,830
|
276,729
|
284,025
|
|||||||||||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
268,757
|
252,281
|
|||||||||||||||
Loss (gain) on acquisition
|
―
|
―
|
―
|
―
|
636
|
|||||||||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
12,891
|
27,677
|
|||||||||||||||
Loss (gain) on facility lease termination
|
11,113
|
76,143
|
―
|
―
|
(11,584
|
)
|
||||||||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
345,808
|
325,016
|
|||||||||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
3,916,611
|
2,760,678
|
2,687,799
|
|||||||||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
80,939
|
||||||||||||
Interest income
|
2,933
|
1,603
|
1,343
|
1,339
|
4,012
|
|||||||||||||||
Interest expense
|
(385,617
|
)
|
(388,764
|
)
|
(248,188
|
)
|
(137,399
|
)
|
(146,783
|
)
|
||||||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
(6,387
|
)
|
(1,265
|
)
|
(221
|
)
|
||||||||||
Equity in earnings (loss) earnings of unconsolidated ventures
|
1,660
|
(804
|
)
|
171
|
1,484
|
(3,488
|
)
|
|||||||||||||
Gain (loss) on sale of assets, net
|
7,218
|
1,270
|
446
|
972
|
(332
|
)
|
||||||||||||||
Other non-operating income
|
14,801
|
8,557
|
6,789
|
1,753
|
925
|
|||||||||||||||
Loss before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(330,731
|
)
|
(1,828
|
)
|
(64,948
|
)
|
||||||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
181,305
|
(1,756
|
)
|
(1,519
|
)
|
||||||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(149,426
|
)
|
(3,584
|
)
|
(66,467
|
)
|
||||||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
436
|
―
|
―
|
|||||||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.18
|
)
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
|||||
Weighted average shares of common stock used in computing basic and diluted net income (loss) per share
|
185,653
|
184,333
|
148,185
|
123,671
|
121,991
|
|||||||||||||||
Other Operating Data:
|
||||||||||||||||||||
Total number of communities (at end of period)
|
1,055
|
1,123
|
1,143
|
649
|
647
|
|||||||||||||||
Total units operated
(1)
|
||||||||||||||||||||
Period end
|
102,768
|
107,786
|
110,219
|
66,832
|
65,936
|
|||||||||||||||
Weighted average
|
106,122
|
109,342
|
84,299
|
66,173
|
66,102
|
|||||||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.0
|
%
|
86.8
|
%
|
88.3
|
%
|
88.7
|
%
|
88.0
|
%
|
||||||||||
RevPOR
(2)
|
$
|
4,468
|
$
|
4,310
|
$
|
4,357
|
$
|
4,383
|
$
|
4,271
|
As of December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
216.4
|
$
|
88.0
|
$
|
104.1
|
$
|
58.5
|
$
|
69.2
|
||||||||||
Total assets
|
$
|
9,217.7
|
$
|
10,048.6
|
$
|
10,417.5
|
$
|
4,695.6
|
$
|
4,672.8
|
||||||||||
Total long-term debt and line of credit
|
$
|
3,559.6
|
$
|
3,942.8
|
$
|
3,597.0
|
$
|
2,342.3
|
$
|
2,339.0
|
||||||||||
Total capital and financing lease obligations
|
$
|
2,485.5
|
$
|
2,489.6
|
$
|
2,649.2
|
$
|
299.8
|
$
|
319.8
|
||||||||||
Total equity
|
$
|
2,077.7
|
$
|
2,458.7
|
$
|
2,882.2
|
$
|
1,020.9
|
$
|
997.0
|
(1)
|
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(2)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
•
|
Enhance our customer and associate experience
. With this priority, we are simplifying the role of the executive directors of our communities to allow them to focus on our customers and associates, improving our model for recruiting and retaining community associates, implementing new talent development and training programs, and will continue to implement an expanded system to gauge and improve the quality of our relationships with our customers and associates.
|
•
|
Improve our marketing and sales processes
. We have designed and begun implementation of a network sales model, have begun to design and implement a new lead management system, and have begun segmenting our communities to align operating standards with optimal market positions. We will continue to leverage our brand recognition while pursuing a multi-layered marketing approach, which includes customized marketing campaigns in markets and communities with the highest potential. Our network sales model is designed to better coordinate our sales efforts among our communities within a given market. Our community segmentation efforts are intended to identify optimal levels of price, service offerings, amenities and programs to be offered in our communities based on local demand so that we can adjust our operating standards to create differentiated value to meet the needs of our customers.
|
•
|
Simplify our organization
. We are actively identifying and executing on initiatives to simplify our organization in order to align our structure around our customers' priorities while improving our operational effectiveness and efficiency. Through our realignment efforts, we have reduced spans and layers in our organization to increase accountability and bring decision making closer to our customers. We also plan to continue to establish corporate shared service centers of excellence to reduce costs and improve our effectiveness. We expect that our organizational simplification and streamlining efforts will lead to opportunities for general and administrative expense efficiencies.
|
•
|
Optimize our portfolio and leverage scale
. Our initiatives will focus on maximizing the value and performance of our ancillary services business, optimizing our community portfolio, capturing synergies from our scale, and making strategic and cost effective capital expenditure investments. Through our ongoing portfolio optimization initiative, we intend to dispose of owned and leased communities and restructure leases in order to simplify and streamline our business, to increase the quality and durability of our cash flow, to improve our liquidity and to reduce our debt and lease leverage. Disposals of owned assets may take the form of outright sales or contributions into ventures in which we would have an ownership interest, and we may desire to retain management rights on disposed assets. We also intend to restructure existing leases, including those with approaching maturities, which may take the form of non-renewal of leases, negotiation of revised lease terms, termination of leases in favor of venture structures in which we would have an interest and, to a lesser degree, the purchase of leased communities, particularly where we have favorable purchase options. Our criteria for identifying communities and transactions as part of this initiative include the market value of communities and their underlying performance, lease terms, capital requirements, location, market dynamics, physical plant condition and proximity to other communities in our portfolio. We expect to continue our capital expenditure programs, including our Program Max initiative through which we intend to expand, renovate, redevelop and reposition our communities where economically advantageous.
|
•
|
Innovate for growth
. We intend to evaluate, test and implement innovations that enhance customer and associate experience and to explore models to drive new economics.
|
•
|
During the three months ended March 31, 2016, we sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living (six communities; 389 units) and CCRCs – Rental (one community; 359 units) segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
|
•
|
During the three months ended June 30, 2016, we entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, we sold 32 of these communities (1,771 units) for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, we sold nine of these communities (444 units) for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community (63 units) from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities (175 units) within the portfolio were classified as held for sale as of December 31, 2016.
|
•
|
During 2016, we identified seven additional owned communities (766 units) as held for sale. During the three months ended December 31, 2016, we sold three of these communities (393 units) for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living (one community; 20 units), CCRCs – Rental (one community; 276 units) and Retirement Center (one community; 97 units) segments through the respective disposition dates. The remaining four communities (373 units) were classified as held for sale as of December 31, 2016.
|
•
|
HCP, Inc. ("HCP") and affiliates of Blackstone Real Estate Advisors VIII L.P. (collectively, "Blackstone") entered into an agreement pursuant to which HCP has agreed to sell 64 communities (5,967 units)—which are currently leased to us at above market rates and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion. Separately, we entered into an agreement with Blackstone pursuant to which we have agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which we expect to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the above market leases, and fund our share of anticipated closing costs and working capital. Following closing, we will manage the communities on behalf of the venture. We expect the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities; 3,364 units), Retirement Centers (nine communities; 1,180 units) and CCRCs-Rental (seven communities; 1,423 units). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to eight communities (867 units). HCP agreed to contribute immediately thereafter four of such communities, consisting of 527 units, to an existing unconsolidated venture with HCP in which we have a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities (773 units) were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities; 514 units), Retirement Centers (one community; 109 units) and CCRCs-Rental (one community; 244 units). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to 25 communities (2,031 units), which we expect to occur in stages through the end of fiscal 2017. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities; 1,759 units) and CCRCs-Rental (two communities; 272 units). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Total revenue
|
$
|
4,977.0
|
$
|
4,960.6
|
$
|
16.4
|
0.3
|
%
|
||||||||
Facility operating expense
|
$
|
2,799.4
|
$
|
2,788.9
|
$
|
10.5
|
0.4
|
%
|
||||||||
Net income (loss)
|
$
|
(404.6
|
)
|
$
|
(458.2
|
)
|
$
|
(53.5
|
)
|
(11.7
|
)%
|
|||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404.4
|
)
|
$
|
(457.5
|
)
|
$
|
(53.1
|
)
|
(11.6
|
)%
|
|||||
Adjusted EBITDA
(1)
|
$
|
770.8
|
$
|
728.2
|
$
|
42.6
|
5.8
|
%
|
||||||||
Net cash provided by operating activities
|
$
|
365.7
|
$
|
292.4
|
$
|
73.4
|
25.1
|
%
|
||||||||
Cash From Facility Operations
(1)
|
$
|
312.6
|
$
|
257.3
|
$
|
55.3
|
21.5
|
%
|
(1) |
We changed our definition and calculation of Adjusted EBITDA and Cash From Facility Operations when we reported results for the second quarter of 2016 and the third quarter of 2016. Prior period amounts of Adjusted EBITDA and Cash From Facility Operations included in this Annual Report on Form 10-K have been recast to conform to the new definitions. See "Non-GAAP Financial Measures" below for important information regarding these measures, including a description of the changes to such definitions.
|
(dollars in thousands, except Total RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
679,503
|
$
|
657,940
|
$
|
21,563
|
3.3
|
%
|
||||||||
Assisted Living
|
2,419,459
|
2,445,457
|
(25,998
|
)
|
(1.1
|
)%
|
||||||||||
CCRCs - Rental
|
592,826
|
604,572
|
(11,746
|
)
|
(1.9
|
)%
|
||||||||||
Brookdale Ancillary Services
|
476,833
|
469,158
|
7,675
|
1.6
|
%
|
|||||||||||
Total resident fees
|
4,168,621
|
4,177,127
|
(8,506
|
)
|
(0.2
|
)%
|
||||||||||
Management services
(1)
|
808,359
|
783,481
|
24,878
|
3.2
|
%
|
|||||||||||
Total revenue
|
4,976,980
|
4,960,608
|
16,372
|
0.3
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
384,973
|
372,683
|
12,290
|
3.3
|
%
|
|||||||||||
Assisted Living
|
1,542,642
|
1,568,154
|
(25,512
|
)
|
(1.6
|
)%
|
||||||||||
CCRCs - Rental
|
459,417
|
454,077
|
5,340
|
1.2
|
%
|
|||||||||||
Brookdale Ancillary Services
|
412,370
|
393,948
|
18,422
|
4.7
|
%
|
|||||||||||
Total facility operating expense
|
2,799,402
|
2,788,862
|
10,540
|
0.4
|
%
|
|||||||||||
General and administrative expense
|
313,409
|
370,579
|
(57,170
|
)
|
(15.4
|
)%
|
||||||||||
Transaction costs
|
3,990
|
8,252
|
(4,262
|
)
|
(51.6
|
)%
|
||||||||||
Facility lease expense
|
373,635
|
367,574
|
6,061
|
1.6
|
%
|
|||||||||||
Depreciation and amortization
|
520,402
|
733,165
|
(212,763
|
)
|
(29.0
|
)%
|
||||||||||
Asset impairment
|
248,515
|
57,941
|
190,574
|
328.9
|
%
|
|||||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
(65,030
|
)
|
(85.4
|
)%
|
||||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
14,299
|
2.0
|
%
|
|||||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
(117,751
|
)
|
(2.3
|
)%
|
||||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(134,123
|
)
|
(81.2
|
)%
|
||||||||
Interest income
|
2,933
|
1,603
|
1,330
|
83.0
|
%
|
|||||||||||
Interest expense
|
(385,617
|
)
|
(388,764
|
)
|
(3,147
|
)
|
(0.8
|
)%
|
||||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
2,150
|
30.6
|
%
|
|||||||||
Equity in earnings (loss) of unconsolidated ventures
|
1,660
|
(804
|
)
|
2,464
|
306.5
|
%
|
||||||||||
Gain on sale of assets, net
|
7,218
|
1,270
|
5,948
|
468.3
|
%
|
|||||||||||
Other non-operating income
|
14,801
|
8,557
|
6,244
|
73.0
|
%
|
|||||||||||
Income (loss) before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(151,106
|
)
|
(27.5
|
)%
|
||||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
(97,587
|
)
|
(105.8
|
)%
|
|||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(53,519
|
)
|
(11.7
|
)%
|
||||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
(439
|
)
|
(64.7
|
)%
|
||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(53,080
|
)
|
(11.6
|
)%
|
|||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities operated (period end)
|
1,055
|
1,123
|
(68
|
)
|
(6.1
|
)%
|
||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
102,768
|
107,786
|
(5,018
|
)
|
(4.7
|
)%
|
||||||||||
Weighted average
|
106,122
|
109,342
|
(3,220
|
)
|
(2.9
|
)%
|
||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
77,135
|
80,917
|
(3,782
|
)
|
(4.7
|
)%
|
||||||||||
Weighted average
|
79,932
|
82,508
|
(2,576
|
)
|
(3.1
|
)%
|
||||||||||
Total RevPAR
(3)
|
$
|
4,342
|
$
|
4,216
|
$
|
126
|
3.0
|
%
|
||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.0
|
%
|
86.8
|
%
|
(0.8
|
)%
|
(0.9
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,468
|
$
|
4,310
|
$
|
158
|
3.7
|
%
|
(dollars in thousands, except RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
93
|
95
|
(2
|
)
|
(2.1
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,017
|
17,093
|
(76
|
)
|
(0.4
|
)%
|
||||||||||
Weighted average
|
17,103
|
17,308
|
(205
|
)
|
(1.2
|
)%
|
||||||||||
RevPAR
(5)
|
3,311
|
3,168
|
143
|
4.5
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
89.0
|
%
|
88.8
|
%
|
0.2
|
%
|
0.2
|
%
|
||||||||
RevPOR
(4)
|
$
|
3,720
|
$
|
3,570
|
$
|
150
|
4.2
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
768
|
820
|
(52
|
)
|
(6.3
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
50,682
|
53,500
|
(2,818
|
)
|
(5.3
|
)%
|
||||||||||
Weighted average
|
52,777
|
54,714
|
(1,937
|
)
|
(3.5
|
)%
|
||||||||||
RevPAR
(5)
|
3,820
|
3,725
|
95
|
2.6
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
85.5
|
%
|
86.7
|
%
|
(1.2
|
)%
|
(1.4
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,468
|
$
|
4,297
|
$
|
171
|
4.0
|
%
|
||||||||
CCRCs – Rental
|
||||||||||||||||
Number of communities (period end)
|
41
|
44
|
(3
|
)
|
(6.8
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
9,436
|
10,324
|
(888
|
)
|
(8.6
|
)%
|
||||||||||
Weighted average
|
10,052
|
10,486
|
(434
|
)
|
(4.1
|
)%
|
||||||||||
RevPAR
(5)
|
4,880
|
4,779
|
101
|
2.1
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
83.8
|
%
|
84.4
|
%
|
(0.6
|
)%
|
(0.7
|
)%
|
||||||||
RevPOR
(4)
|
$
|
5,824
|
$
|
5,668
|
$
|
156
|
2.8
|
%
|
||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
153
|
164
|
(11
|
)
|
(6.7
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
25,633
|
26,869
|
(1,236
|
)
|
(4.6
|
)%
|
||||||||||
Weighted average
|
26,190
|
26,834
|
(644
|
)
|
(2.4
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
87.0
|
%
|
86.0
|
%
|
1.0
|
%
|
1.2
|
%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
1,713,733
|
2,506,203
|
(792,470
|
)
|
(31.6
|
)%
|
||||||||||
Home Health average daily census
|
15,067
|
13,814
|
1,253
|
9.1
|
%
|
|||||||||||
Hospice average daily census
|
767
|
474
|
293
|
61.8
|
%
|
(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) |
Total RevPAR, or average monthly resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(4) |
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(5) |
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(dollars in thousands, except Total RevPAR and RevPOR)
|
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
|
)
|
(87.7
|
)%
|
||||||||||
Facility lease expense
|
367,574
|
323,830
|
43,744
|
13.5
|
%
|
|||||||||||
Depreciation and amortization
|
733,165
|
537,035
|
196,130
|
36.5
|
%
|
|||||||||||
Loss on facility lease termination
|
76,143
|
-
|
76,143
|
100.0
|
%
|
|||||||||||
Asset impairment
|
57,941
|
9,992
|
47,949
|
479.9
|
%
|
|||||||||||
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
|
(388,764
|
)
|
(248,188
|
)
|
140,576
|
56.6
|
%
|
|||||||||
Debt modification and extinguishment costs
|
(7,020
|
)
|
(6,387
|
)
|
633
|
9.9
|
%
|
|||||||||
Equity in (loss) earnings of unconsolidated ventures
|
(804
|
)
|
171
|
(975
|
)
|
(570.2
|
)%
|
|||||||||
Gain on sale of assets, net
|
1,270
|
446
|
824
|
184.8
|
%
|
|||||||||||
Other non-operating income
|
8,557
|
6,789
|
1,768
|
26.0
|
%
|
|||||||||||
Income (loss) before income taxes
|
(550,364
|
)
|
(330,731
|
)
|
219,633
|
66.4
|
%
|
|||||||||
Benefit (provision) for income taxes
|
92,209
|
181,305
|
(89,096
|
)
|
(49.1
|
)%
|
||||||||||
Net income (loss)
|
(458,155
|
)
|
(149,426
|
)
|
308,729
|
206.6
|
%
|
|||||||||
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
|
207.1
|
%
|
||||||
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
|
%
|
|||||||||||
Total RevPAR
(3)
|
4,216
|
4,290
|
(74
|
)
|
(1.7
|
)%
|
||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.8
|
%
|
88.3
|
%
|
(1.5
|
)%
|
(1.7
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,310
|
$
|
4,357
|
$
|
(47
|
)
|
(1.1
|
)%
|
(dollars in thousands, except RevPAR and RevPOR)
|
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
|
%
|
|||||||||||
RevPAR
(5)
|
3,168
|
3,119
|
49
|
1.6
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
88.8
|
%
|
89.5
|
%
|
(0.7
|
)%
|
(0.8
|
)%
|
||||||||
RevPOR
(4)
|
$
|
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
|
%
|
|||||||||||
RevPAR
(5)
|
3,725
|
3,864
|
(139
|
)
|
(3.6
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
86.7
|
%
|
88.7
|
%
|
(2.0
|
)%
|
(2.3
|
)%
|
||||||||
RevPOR
(4)
|
$
|
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
|
%
|
|||||||||||
RevPAR
(5)
|
4,779
|
4,937
|
(158
|
)
|
(3.2
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
84.4
|
%
|
85.8
|
%
|
(1.4
|
)%
|
(1.6
|
)%
|
||||||||
RevPOR
(4)
|
$
|
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
|
)%
|
|||||||||
RevPOR
(4)
|
$
|
—
|
$
|
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 daily census
|
13,814
|
8,345
|
5,469
|
65.5
|
%
|
|||||||||||
Hospice average daily census
|
474
|
364
|
110
|
30.2
|
%
|
(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) |
Total RevPAR, or average monthly resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(4) |
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(5) |
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
Year Ended
December 31,
|
||||||||
2016
|
2015
|
|||||||
Cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
||||
Cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
|||||
Cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
|||||
Net increase (decrease) in cash and cash equivalents
|
128,368
|
(16,054
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
88,029
|
104,083
|
||||||
Cash and cash equivalents at end of year
|
$
|
216,397
|
$
|
88,029
|
•
|
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;
|
•
|
funds raised in the debt or equity markets; and
|
•
|
proceeds from the disposition of 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 and insurance programs;
|
•
|
purchases of common stock under our share repurchase authorizations;
|
•
|
other corporate initiatives (including integration, information systems, branding and other strategic projects); 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, capital contributions in connection with the Blackstone transaction, 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;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchase of common stock under our share repurchase authorization; and
|
•
|
other corporate initiatives (including information systems and other strategic projects).
|
Actual 2016
|
Anticipated 2017 Range
|
|||||||
Community-level capital expenditures, net
(1)
|
$
|
160.9
|
$
|
150.0 - 155.0
|
||||
Corporate
(2)
|
59.9
|
40.0 - 45.0
|
||||||
Non-development capital expenditures, net
|
$
|
220.8
|
$
|
190.0 - 200.0
|
||||
Development capital expenditures, net
(3)
|
23.9
|
40.0 - 50.0
|
||||||
Total capital expenditures, net
|
$
|
244.7
|
$
|
230.0 - 250.0
|
(1)
|
Amount shown for the year ended December 31, 2016 is the amount invested, net of lessor reimbursements of $35.5 million, which is included in Adjusted Free Cash Flow. Recurring community-level capital expenditures of $58.6 million, net of lessor reimbursements of $8.9 million, are included in Cash From Facility Operations for the year ended December 31, 2016. Anticipated amounts shown for 2017 are amounts invested or anticipated to be invested, net of approximately $5.0 million to $10.0 million of lessor reimbursements received or anticipated to be received, and payments are included in Adjusted Free Cash Flow.
|
(2)
|
Payments are included in Adjusted Free Cash Flow.
|
(3)
|
Amount shown for the year ended December 31, 2016 is the amount invested, net of lessor reimbursements of $19.9 million. Anticipated amounts shown for 2017 are amounts invested or anticipated to be invested, net of approximately $40.0 million to $50.0 million of lessor reimbursements anticipated to be received.
|
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||||||
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||||||||||
Long-term debt and line of credit obligations
(1)
|
$
|
4,208,792
|
$
|
311,624
|
$
|
1,359,388
|
$
|
228,618
|
$
|
550,496
|
$
|
390,717
|
$
|
1,367,949
|
||||||||||||||
Capital and financing lease obligations
(2)
|
4,567,568
|
416,239
|
277,829
|
256,539
|
200,308
|
186,342
|
3,230,311
|
|||||||||||||||||||||
Operating lease obligations
(2)
|
2,943,410
|
387,521
|
377,521
|
359,282
|
317,654
|
279,040
|
1,222,392
|
|||||||||||||||||||||
Refundable entrance fee obligations
(3)
|
23,984
|
1,308
|
1,308
|
1,308
|
1,308
|
1,308
|
17,444
|
|||||||||||||||||||||
Total contractual obligations
|
$
|
11,743,754
|
$
|
1,116,692
|
$
|
2,016,046
|
$
|
845,747
|
$
|
1,069,766
|
$
|
857,407
|
$
|
5,838,096
|
||||||||||||||
Total commercial construction commitments
|
$
|
104,670
|
$
|
61,751
|
$
|
42,919
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(1) |
Includes line of credit and contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2016 rate. Long-term debt obligation payments in 2017 include the following debt instruments: (i) $60.5 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, 2016 rate. Additionally, the contractual obligation amounts include the residual value for financing lease obligations.
|
(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.
|
•
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities (or facility lease termination) and extinguishment of debt activities generally represent charges (gains), which may significantly affect our operating results; and
|
•
|
depreciation and amortization and asset impairment represent the wear and tear and/or reduction in value of our communities and other assets, which affects the services we provide to residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net income (loss)
|
$
|
(404,636
|
)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
|||
Provision (benefit) for income taxes
|
5,378
|
(92,209
|
)
|
(181,305
|
)
|
|||||||
Equity in (earnings) loss of unconsolidated ventures
|
(1,660
|
)
|
804
|
(171
|
)
|
|||||||
Debt modification and extinguishment costs
|
9,170
|
7,020
|
6,387
|
|||||||||
Gain on sale of assets, net
|
(7,218
|
)
|
(1,270
|
)
|
(446
|
)
|
||||||
Other non-operating income
|
(14,801
|
)
|
(8,557
|
)
|
(6,789
|
)
|
||||||
Interest expense
|
385,617
|
388,764
|
248,188
|
|||||||||
Interest income
|
(2,933
|
)
|
(1,603
|
)
|
(1,343
|
)
|
||||||
Income (loss) income from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Straight-line lease expense (income)
|
767
|
6,956
|
1,439
|
|||||||||
Amortization of (above) below market lease, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Non-cash stock-based compensation expense
|
32,285
|
31,651
|
28,299
|
|||||||||
Change in future service obligation
|
—
|
(941
|
)
|
670
|
||||||||
Adjusted EBITDA
|
$
|
770,763
|
$
|
728,179
|
$
|
484,714
|
(1) |
The calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $54.2 million, $116.8 million and $146.4 million for the years ended December 31, 2016, 2015 and 2014, 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. 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. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.
|
•
|
CFFO and Adjusted Free Cash Flow do not represent cash available for dividends or discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures not reflected in these measures; and
|
•
|
the cash portion of non-recurring charges related to gain (loss) on lease termination and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
$
|
242,652
|
||||||
Net cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
(314,882
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
117,802
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
128,368
|
$
|
(16,054
|
)
|
$
|
45,572
|
|||||
Net cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
$
|
242,652
|
||||||
Changes in operating assets and liabilities
|
76,252
|
11,312
|
37,099
|
|||||||||
Proceeds from refundable entrance fees
|
3,083
|
1,939
|
20,342
|
|||||||||
Refunds of entrance fees
|
(3,984
|
)
|
(4,411
|
)
|
(25,865
|
)
|
||||||
Lease financing debt amortization
|
(63,267
|
)
|
(56,922
|
)
|
(42,035
|
)
|
||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(23,544
|
)
|
(7,825
|
)
|
(1,840
|
)
|
||||||
Non-development capital expenditures, net
|
(220,767
|
)
|
(324,479
|
)
|
(209,026
|
)
|
||||||
Property insurance proceeds
|
9,137
|
3,175
|
—
|
|||||||||
Adjusted Free Cash Flow
|
$
|
153,755
|
$
|
(8,702
|
)
|
$
|
21,327
|
|||||
Add: Non-development capital expenditures, net
|
$
|
220,767
|
$
|
324,479
|
$
|
209,026
|
||||||
Less: Recurring capital expenditures, net
|
(58,583
|
)
|
(60,937
|
)
|
(50,762
|
)
|
||||||
Less: Property insurance proceeds
|
(9,137
|
)
|
(3,175
|
)
|
—
|
|||||||
Add: Lease financing debt amortization with bargain purchase option
|
5,765
|
5,626
|
13,417
|
|||||||||
CFFO
|
$
|
312,567
|
$
|
257,291
|
$
|
193,008
|
(1) |
The calculations of CFFO and Adjusted Free Cash Flow include integration, transaction, transaction-related and strategic project costs of $62.1 million, $123.7 million and $146.4 million for the years ended December 31, 2016, 2015 and 2014 (including $7.9 million and $6.9 million of debt modification costs excluded from Adjusted EBITDA for the years ended December 31, 2016 and 2015, 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. 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. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net cash provided by operating activities
|
$
|
198,524
|
$
|
180,266
|
$
|
89,605
|
||||||
Net cash used in investing activities
|
(118,935
|
)
|
(1,218,101
|
)
|
(350,433
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(88,262
|
)
|
1,028,562
|
290,402
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
$
|
(8,673
|
)
|
$
|
(9,273
|
)
|
$
|
29,574
|
||||
Net cash provided by operating activities
|
$
|
198,524
|
$
|
180,266
|
$
|
89,605
|
||||||
Changes in operating assets and liabilities
|
(2,508
|
)
|
(7,634
|
)
|
(7,853
|
)
|
||||||
Proceeds from refundable entrance fees
|
43,698
|
37,819
|
17,202
|
|||||||||
Refunds of entrance fees
|
(51,373
|
)
|
(42,663
|
)
|
(22,444
|
)
|
||||||
Non-development capital expenditures, net
|
(98,305
|
)
|
(121,895
|
)
|
(34,010
|
)
|
||||||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
90,036
|
$
|
45,893
|
$
|
42,500
|
||||||
Brookdale weighted average ownership percentage
|
36.2
|
%
|
49.0
|
%
|
34.3
|
%
|
||||||
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
32,630
|
$
|
22,470
|
$
|
14,563
|
||||||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
90,036
|
$
|
45,893
|
$
|
42,500
|
||||||
Add: Non-development capital expenditures, net
|
98,305
|
121,895
|
34,010
|
|||||||||
Less: Recurring capital expenditures, net
|
(19,836
|
)
|
(19,843
|
)
|
(6,906
|
)
|
||||||
CFFO of unconsolidated ventures
|
$
|
168,505
|
$
|
147,945
|
$
|
69,604
|
||||||
Brookdale weighted average ownership percentage
|
34.4
|
%
|
38.8
|
%
|
33.2
|
%
|
||||||
Brookdale's proportionate share of CFFO of unconsolidated ventures
|
$
|
58,000
|
$
|
57,379
|
$
|
23,142
|
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
76
|
Report of Independent Registered Public Accounting Firm
|
77
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
78
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014
|
79
|
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015 and 2014
|
80
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
81
|
Notes to Consolidated Financial Statements
|
82
|
Schedule II — Valuation and Qualifying Accounts
|
119
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
14 February 2017
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
14 February 2017
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
216,397
|
$
|
88,029
|
||||
Cash and escrow deposits – restricted
|
32,864
|
32,570
|
||||||
Accounts receivable, net
|
141,705
|
144,053
|
||||||
Assets held for sale
|
97,843
|
110,620
|
||||||
Prepaid expenses and other current assets, net
|
130,695
|
122,671
|
||||||
Total current assets
|
619,504
|
497,943
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
7,379,305
|
8,031,376
|
||||||
Cash and escrow deposits – restricted
|
28,061
|
33,382
|
||||||
Investment in unconsolidated ventures
|
167,826
|
371,639
|
||||||
Goodwill
|
705,476
|
725,696
|
||||||
Other intangible assets, net
|
83,007
|
129,186
|
||||||
Other assets, net
|
234,508
|
259,342
|
||||||
Total assets
|
$
|
9,217,687
|
$
|
10,048,564
|
||||
Liabilities and Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
145,649
|
$
|
173,454
|
||||
Current portion of capital and financing lease obligations
|
69,606
|
62,150
|
||||||
Trade accounts payable
|
77,356
|
128,006
|
||||||
Accrued expenses
|
328,037
|
372,874
|
||||||
Refundable entrance fees and deferred revenue
|
106,946
|
99,277
|
||||||
Tenant security deposits
|
3,548
|
4,387
|
||||||
Total current liabilities
|
731,142
|
840,148
|
||||||
Long-term debt, less current portion
|
3,413,998
|
3,459,371
|
||||||
Capital and financing lease obligations, less current portion
|
2,415,914
|
2,427,438
|
||||||
Line of credit
|
—
|
310,000
|
||||||
Deferred liabilities
|
267,364
|
266,537
|
||||||
Deferred tax liability
|
80,646
|
69,051
|
||||||
Other liabilities
|
230,891
|
217,292
|
||||||
Total liabilities
|
7,139,955
|
7,589,837
|
||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2016 and 2015; no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2016 and 2015; 193,224,082 and 190,767,191 shares issued and 190,045,681 and 188,338,790 shares outstanding (including 4,608,187 and 3,453,991 unvested restricted shares), respectively
|
1,900
|
1,883
|
||||||
Additional paid-in-capital
|
4,102,397
|
4,069,283
|
||||||
Treasury stock, at cost; 3,178,401 and 2,428,401 shares at December 31, 2016 and 2015, respectively
|
(56,440
|
)
|
(46,800
|
)
|
||||
Accumulated deficit
|
(1,969,875
|
)
|
(1,565,478
|
)
|
||||
Total Brookdale Senior Living Inc. stockholders' equity
|
2,077,982
|
2,458,888
|
||||||
Noncontrolling interest
|
(250
|
)
|
(161
|
)
|
||||
Total equity
|
2,077,732
|
2,458,727
|
||||||
Total liabilities and equity
|
$
|
9,217,687
|
$
|
10,048,564
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Revenue
|
||||||||||||
Resident fees
|
$
|
4,168,621
|
$
|
4,177,127
|
$
|
3,301,297
|
||||||
Management fees
|
70,762
|
60,183
|
42,239
|
|||||||||
Reimbursed costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
|||||||||
Total revenue
|
4,976,980
|
4,960,608
|
3,831,706
|
|||||||||
Expense
|
||||||||||||
Facility operating expense (excluding depreciation and amortization of $469,388, $684,448 and $503,662, respectively)
|
2,799,402
|
2,788,862
|
2,210,368
|
|||||||||
General and administrative expense (including non-cash stock-based compensation expense of $32,285, $31,651 and $28,299, respectively)
|
313,409
|
370,579
|
280,267
|
|||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
|||||||||
Facility lease expense
|
373,635
|
367,574
|
323,830
|
|||||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
|||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
3,916,611
|
|||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
||||||
|
||||||||||||
Interest income
|
2,933
|
1,603
|
1,343
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
(174,027
|
)
|
(173,484
|
)
|
(128,002
|
)
|
||||||
Capital and financing lease obligations
|
(202,012
|
)
|
(211,132
|
)
|
(109,998
|
)
|
||||||
Amortization of deferred financing costs and debt premium (discount)
|
(9,400
|
)
|
(3,351
|
)
|
(7,477
|
)
|
||||||
Change in fair value of derivatives
|
(178
|
)
|
(797
|
)
|
(2,711
|
)
|
||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
(6,387
|
)
|
||||||
Equity in earnings (loss) of unconsolidated ventures
|
1,660
|
(804
|
)
|
171
|
||||||||
Gain on sale of assets, net
|
7,218
|
1,270
|
446
|
|||||||||
Other non-operating income
|
14,801
|
8,557
|
6,789
|
|||||||||
Income (loss) before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(330,731
|
)
|
||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
181,305
|
||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(149,426
|
)
|
||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
436
|
|||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
|||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.18
|
)
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
|||
Weighted average shares used in computing basic and diluted net loss per share
|
185,653
|
184,333
|
148,185
|
|
Common Stock
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
||||||||||||||||||||||||
Balances at January 1, 2014
|
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
|
|||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
32,285
|
—
|
—
|
32,285
|
—
|
32,285
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(404,397
|
)
|
(404,397
|
)
|
(239
|
)
|
(404,636
|
)
|
||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
172
|
2
|
2,347
|
—
|
—
|
2,349
|
—
|
2,349
|
||||||||||||||||||||||||
Restricted stock, net
|
2,396
|
24
|
(24
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Purchase of treasury stock
|
(750
|
)
|
(8
|
)
|
8
|
(9,640
|
)
|
—
|
(9,640
|
)
|
—
|
(9,640
|
)
|
|||||||||||||||||||
Other
|
(111
|
)
|
(1
|
)
|
(1,502
|
)
|
—
|
—
|
(1,503
|
)
|
150
|
(1,353
|
)
|
|||||||||||||||||||
Balances at December 31, 2016
|
190,046
|
$
|
1,900
|
$
|
4,102,397
|
$
|
(56,440
|
)
|
$
|
(1,969,875
|
)
|
$
|
2,077,982
|
$
|
(250
|
)
|
$
|
2,077,732
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net income (loss)
|
$
|
(404,636
|
)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||
Loss on extinguishment of debt, net
|
1,251
|
121
|
6,387
|
|||||||||
Depreciation and amortization, net
|
529,802
|
736,516
|
544,512
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Equity in (earnings) loss of unconsolidated ventures
|
(1,660
|
)
|
804
|
(171
|
)
|
|||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
23,544
|
7,825
|
1,840
|
|||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(4,195
|
)
|
(3,204
|
)
|
(21,220
|
)
|
||||||
Proceeds from deferred entrance fee revenue
|
13,980
|
11,113
|
32,704
|
|||||||||
Deferred income tax provision (benefit)
|
3,248
|
(95,261
|
)
|
(182,371
|
)
|
|||||||
Change in deferred lease liability
|
767
|
6,956
|
1,439
|
|||||||||
Change in fair value of derivatives
|
178
|
797
|
2,711
|
|||||||||
Gain on sale of assets, net
|
(7,218
|
)
|
(1,270
|
)
|
(446
|
)
|
||||||
Change in future service obligation
|
—
|
(941
|
)
|
670
|
||||||||
Non-cash stock-based compensation
|
32,285
|
31,651
|
28,299
|
|||||||||
Non-cash interest expense on financing lease obligations
|
26,496
|
23,472
|
12,647
|
|||||||||
Amortization of (above) below market rents, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Other
|
(9,137
|
)
|
(3,157
|
)
|
—
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
1,581
|
5,608
|
3,510
|
|||||||||
Prepaid expenses and other assets, net
|
2,954
|
51,079
|
(52,868
|
)
|
||||||||
Accounts payable and accrued expenses
|
(83,248
|
)
|
(60,564
|
)
|
16,812
|
|||||||
Tenant refundable fees and security deposits
|
(839
|
)
|
(524
|
)
|
(1,183
|
)
|
||||||
Deferred revenue
|
3,300
|
(6,911
|
)
|
(3,370
|
)
|
|||||||
Net cash provided by operating activities
|
365,732
|
292,366
|
242,652
|
|||||||||
Cash Flows from Investing Activities
|
||||||||||||
(Increase) decrease in lease security deposits and lease acquisition deposits, net
|
(2,225
|
)
|
10,866
|
(48,944
|
)
|
|||||||
Decrease in cash and escrow deposits — restricted
|
5,027
|
29,286
|
56,935
|
|||||||||
Additions to property, plant and equipment, and leasehold intangibles, net
|
(333,647
|
)
|
(411,051
|
)
|
(304,245
|
)
|
||||||
Acquisition of assets, net of related payables and cash received
|
(12,157
|
)
|
(191,216
|
)
|
(40,441
|
)
|
||||||
Acquisition of Emeritus Corporation, cash acquired
|
—
|
—
|
28,429
|
|||||||||
Investment in unconsolidated ventures
|
(13,377
|
)
|
(69,297
|
)
|
(26,499
|
)
|
||||||
Distributions received from unconsolidated ventures
|
218,973
|
9,054
|
12,275
|
|||||||||
Proceeds from sale of assets, net
|
297,932
|
49,226
|
4,339
|
|||||||||
Property insurance proceeds
|
9,137
|
3,157
|
—
|
|||||||||
Other
|
7,162
|
998
|
3,269
|
|||||||||
Net cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
(314,882
|
)
|
|||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from debt
|
387,348
|
585,650
|
326,639
|
|||||||||
Repayment of debt and capital and financing lease obligations
|
(469,309
|
)
|
(485,762
|
)
|
(584,345
|
)
|
||||||
Proceeds from line of credit
|
1,276,500
|
1,175,000
|
442,000
|
|||||||||
Repayment of line of credit
|
(1,586,500
|
)
|
(965,000
|
)
|
(372,000
|
)
|
||||||
Purchase of treasury stock
|
(9,640
|
)
|
—
|
—
|
||||||||
Proceeds from public equity offering, net
|
—
|
—
|
330,386
|
|||||||||
Payment of financing costs, net of related payables
|
(2,938
|
)
|
(32,622
|
)
|
(9,393
|
)
|
||||||
Refundable entrance fees:
|
||||||||||||
Proceeds from refundable entrance fees
|
3,083
|
1,939
|
20,342
|
|||||||||
Refunds of entrance fees
|
(3,984
|
)
|
(4,411
|
)
|
(25,865
|
)
|
||||||
Cash portion of loss on extinguishment of debt
|
—
|
(44
|
)
|
(4,101
|
)
|
|||||||
Payment on lease termination
|
(9,250
|
)
|
(17,000
|
)
|
(7,750
|
)
|
||||||
Other
|
501
|
2,807
|
1,889
|
|||||||||
Net cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
117,802
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
128,368
|
(16,054
|
)
|
45,572
|
||||||||
Cash and cash equivalents at beginning of year
|
88,029
|
104,083
|
58,511
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
216,397
|
$
|
88,029
|
$
|
104,083
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
Current:
|
||||||||
Real estate tax and property insurance escrows
|
$
|
19,671
|
$
|
18,862
|
||||
Replacement reserve escrows
|
6,970
|
8,011
|
||||||
Resident deposits
|
764
|
862
|
||||||
Other
|
5,459
|
4,835
|
||||||
Subtotal
|
32,864
|
32,570
|
||||||
Long term:
|
||||||||
Insurance deposits
|
12,941
|
15,318
|
||||||
CCRC escrows
|
13,301
|
13,233
|
||||||
Debt service reserve
|
1,819
|
3,429
|
||||||
Letter of credit collateral
|
—
|
1,202
|
||||||
Other
|
—
|
200
|
||||||
Subtotal
|
28,061
|
33,382
|
||||||
Total
|
$
|
60,925
|
$
|
65,952
|
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
|
•
|
Resident Fees
: The Company does not anticipate that the adoption of 2014-09 will result in a significant change to the amount and timing of the recognition of resident fee revenue.
|
•
|
Management Fees and Reimbursed Costs Incurred on Behalf of Managed Communities
: The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. The Company does not anticipate that there will be any significant change to the amount and timing of revenue recognized for these monthly management fees. Certain management contracts also provide for an annual incentive fee to be paid to the Company upon achievement of certain metrics identified in the contract. Upon adoption of ASU 2014-09, the Company anticipates that incentive fee revenue may be recognized earlier during the annual contract period. The Company is still evaluating the performance obligations and assessing the transfer of control for each operating service identified in the contracts, which may impact the amount of revenue recognized for reimbursed costs incurred on behalf of managed communities with no net impact to the amount of income from operations.
|
•
|
Equity in Earnings (Loss) of Unconsolidated Ventures
: Certain of the Company's unconsolidated ventures accounted for under the equity method have residency agreements which require the resident to pay an upfront entrance fee prior to moving into the community and a portion of the upfront entrance fee is non-refundable. The Company's unconsolidated ventures are still evaluating the impact of the adoption of ASU 2014-09, which may impact the recognition of equity in earnings of unconsolidated ventures.
|
•
|
During the three months ended March 31, 2016, the Company sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living and CCRCs – Rental segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
|
•
|
During the three months ended June 30, 2016, the Company entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, the Company sold 32 of these communities for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, the Company sold nine of these communities for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities within the portfolio were classified as held for sale as of December 31, 2016.
|
•
|
During 2016, the Company identified seven additional owned communities as held for sale. During the three months ended December 31, 2016, the Company sold three of these communities for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living, CCRCs – Rental and Retirement Center segments through the respective disposition dates. The remaining four communities were classified as held for sale as of December 31, 2016.
|
•
|
HCP, Inc. ("HCP") and affiliates of Blackstone Real Estate Advisors VIII L.P. (collectively, "Blackstone") entered into an agreement pursuant to which HCP has agreed to sell 64 communities—which are currently leased to the Company and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion (the "HCP Sale Transaction"). Separately, the Company entered into an agreement with Blackstone pursuant to which the Company has agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which the Company expects to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the leases, and fund its share of anticipated closing costs and working capital. Following closing, the Company will manage the communities on behalf of the venture. The Company expects the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities), Retirement Centers (nine communities) and CCRCs-Rental (seven communities). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to eight communities. HCP agreed to contribute immediately thereafter four of such communities to an existing unconsolidated venture with HCP in which the Company has a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities), Retirement Centers (one community) and CCRCs-Rental (one community). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to 25 communities, which the Company expects to occur in stages through the end of fiscal 2017 (the "HCP Termination Transactions"). During the three months ended December 31, 2016, the Company and HCP amended the leases with respect to these 25 communities to shorten the term of the leases to facilitate the HCP Termination Transactions, with the term with respect to each such community to end on the earlier of October 31, 2017 and the date on which such community is sold or the operations of such community are transferred, at the direction of HCP, to a third party tenant or operator. As a result of the agreement to amend and terminate the community lease agreements for these 25 communities, the Company recorded an $11.1 million loss on facility lease termination within the consolidated statement of operations for the year ended December 31, 2016. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities) and CCRCs-Rental (two communities). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Property, plant and equipment and leasehold intangibles, net (Note 6)
|
$
|
166.2
|
$
|
23.4
|
$
|
10.0
|
||||||
Investment in unconsolidated ventures (Note 5)
|
36.8
|
—
|
—
|
|||||||||
Other intangible assets, net (Note 7)
|
29.7
|
0.9
|
—
|
|||||||||
Assets held for sale
|
15.8
|
33.6
|
—
|
|||||||||
Asset impairment
|
$
|
248.5
|
$
|
57.9
|
$
|
10.0
|
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
|
|
||||
|
2014
|
|||
Total revenue
|
$
|
5,055
|
||
Net income (loss) attributable to common stockholders
|
(103
|
)
|
||
Basic and diluted net income (loss) per share attributable to common stockholders
|
$
|
(0.59
|
)
|
|
Weighted average shares used in computing basic and diluted net income (loss) per share (in thousands)
|
175,823
|
VIE
|
Asset
|
Maximum Exposure to Loss
|
Carrying Amount
|
||||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
50.1
|
$
|
50.1
|
||||
RIDEA Ventures
|
Investment in unconsolidated ventures
|
$
|
92.1
|
$
|
92.1
|
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%
|
Statement of Operations Information
|
2016
|
2015
|
2014
|
|||||||||
Total revenue
|
$
|
1,133
|
$
|
964
|
$
|
439
|
||||||
Facility operating expenses
|
(779
|
)
|
(679
|
)
|
(293
|
)
|
||||||
Net income (loss)
|
(4
|
)
|
(18
|
)
|
(10
|
)
|
Balance Sheet Information
|
2016
|
2015
|
||||||
Current assets
|
$
|
128
|
$
|
143
|
||||
Noncurrent assets
|
3,932
|
4,156
|
||||||
Current liabilities
|
1,153
|
583
|
||||||
Noncurrent liabilities
|
2,215
|
2,294
|
|
2016
|
2015
|
||||||
Land
|
$
|
455,307
|
$
|
486,567
|
||||
Buildings and improvements
|
5,053,204
|
5,260,826
|
||||||
Leasehold improvements
|
126,325
|
100,430
|
||||||
Furniture and equipment
|
974,516
|
895,447
|
||||||
Resident and leasehold operating intangibles
|
705,000
|
783,434
|
||||||
Construction in progress
|
69,803
|
138,054
|
||||||
Assets under capital and financing leases
|
2,879,996
|
2,909,653
|
||||||
|
10,264,151
|
10,574,411
|
||||||
Accumulated depreciation and amortization
|
(2,884,846
|
)
|
(2,543,035
|
)
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
7,379,305
|
$
|
8,031,376
|
Year Ending December 31,
|
Future
Amortization
|
|||
2017
|
$
|
9,664
|
||
2018
|
7,601
|
|||
2019
|
6,209
|
|||
2020
|
4,353
|
|||
2021
|
2,731
|
|||
Thereafter
|
9,958
|
|||
Total
|
$
|
40,516
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Dispositions and Other Reductions
|
Net
|
Gross
Carrying
Amount
|
Dispositions and Other Reductions
|
Net
|
||||||||||||||||||
Retirement Centers
|
$
|
28,141
|
$
|
(820
|
)
|
$
|
27,321
|
$
|
28,141
|
$
|
(721
|
)
|
$
|
27,420
|
||||||||||
Assisted Living
|
600,162
|
(48,817
|
)
|
551,345
|
591,814
|
(20,348
|
)
|
571,466
|
||||||||||||||||
Brookdale Ancillary Services
|
126,810
|
—
|
126,810
|
126,810
|
—
|
126,810
|
||||||||||||||||||
Total
|
$
|
755,113
|
$
|
(49,637
|
)
|
$
|
705,476
|
$
|
746,765
|
$
|
(21,069
|
)
|
$
|
725,696
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||||||||
Community purchase options
|
$
|
4,738
|
$
|
—
|
$
|
4,738
|
$
|
40,270
|
$
|
—
|
$
|
40,270
|
||||||||||||
Health care licenses
|
65,126
|
—
|
65,126
|
66,612
|
—
|
66,612
|
||||||||||||||||||
Trade names
|
27,800
|
(21,135
|
)
|
6,665
|
27,800
|
(14,209
|
)
|
13,591
|
||||||||||||||||
Other
|
13,531
|
(7,053
|
)
|
6,478
|
13,531
|
(4,818
|
)
|
8,713
|
||||||||||||||||
Total
|
$
|
111,195
|
$
|
(28,188
|
)
|
$
|
83,007
|
$
|
148,213
|
$
|
(19,027
|
)
|
$
|
129,186
|
Year Ending December 31,
|
Future
Amortization
|
|||
2017
|
$
|
3,575
|
||
2018
|
3,565
|
|||
2019
|
2,487
|
|||
2020
|
982
|
|||
2021
|
982
|
|||
Thereafter
|
1,552
|
|||
Total
|
$
|
13,143
|
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.50% in 2016, including net debt premium and deferred financing costs of $(4.5) million in 2016 and including net debt premium and deferred financing costs of $3.3 million in 2015 (weighted average interest rate of 4.51% in 2015)
|
$
|
3,184,229
|
$
|
3,246,513
|
||||
Capital and financing lease obligations payable through 2032; weighted average interest rate of 8.08% in 2016 (weighted average interest rate of 8.11% in 2015)
|
2,485,520
|
2,489,588
|
||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $20.9 million and $34.3 million in 2016 and 2015, respectively, interest at 2.75% per annum, due June 15, 2018
|
295,397
|
281,902
|
||||||
Construction financing due 2032; weighted average interest rate of 8.00% in 2016 (weighted average interest rate of 4.84% in 2015)
|
3,644
|
24,105
|
||||||
Other notes payable, weighted average interest rate of 5.33% in 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2017 to 2020
|
76,377
|
80,305
|
||||||
Total long-term debt and capital and financing lease obligations
|
6,045,167
|
6,122,413
|
||||||
Less current portion
|
215,255
|
235,604
|
||||||
Total long-term debt and capital and financing lease obligations, less current portion
|
$
|
5,829,912
|
$
|
5,886,809
|
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
2017
|
$
|
154,114
|
$
|
416,239
|
$
|
570,353
|
||||||
2018
|
1,231,670
|
277,829
|
1,509,499
|
|||||||||
2019
|
135,169
|
256,539
|
391,708
|
|||||||||
2020
|
473,817
|
200,308
|
674,125
|
|||||||||
2021
|
332,866
|
186,342
|
519,208
|
|||||||||
Thereafter
|
1,257,549
|
3,230,311
|
4,487,860
|
|||||||||
Total obligations
|
3,585,185
|
4,567,568
|
8,152,753
|
|||||||||
Less amount representing debt discount and deferred financing costs, net
|
(25,538
|
)
|
—
|
(25,538
|
)
|
|||||||
Less amount representing interest (weighted average interest rate of 8.08%)
|
—
|
(2,082,048
|
)
|
(2,082,048
|
)
|
|||||||
Total
|
$
|
3,559,647
|
$
|
2,485,520
|
$
|
6,045,167
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Coupon interest
|
$
|
8,697
|
$
|
8,697
|
$
|
8,697
|
||||||
Amortization of discount
|
12,625
|
11,732
|
10,902
|
|||||||||
Interest expense related to convertible notes
|
$
|
21,322
|
$
|
20,429
|
$
|
19,599
|
Current notional balance
|
$
|
806,994
|
||
Weighted average fixed cap rate
|
4.66
|
%
|
||
Earliest maturity date
|
2017
|
|||
Latest maturity date
|
2022
|
|||
Estimated asset fair value (included in other assets, net at December 31, 2016)
|
$
|
127
|
||
Estimated asset fair value (included in other assets, net at December 31, 2015)
|
$
|
29
|
|
2016
|
2015
|
||||||
Salaries and wages
|
$
|
102,025
|
$
|
80,291
|
||||
Insurance reserves
|
71,123
|
94,948
|
||||||
Vacation
|
42,411
|
44,421
|
||||||
Real estate taxes
|
34,002
|
37,206
|
||||||
Interest
|
12,948
|
12,940
|
||||||
Lease payable
|
11,211
|
20,714
|
||||||
Accrued utilities
|
10,582
|
11,949
|
||||||
Taxes payable
|
2,818
|
3,265
|
||||||
Other
|
40,917
|
67,140
|
||||||
Total
|
$
|
328,037
|
$
|
372,874
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Cash basis payment
|
$
|
384,104
|
$
|
372,148
|
$
|
330,207
|
||||||
Straight-line (income) expense
|
767
|
6,956
|
1,439
|
|||||||||
Amortization of (above) below market rents, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Facility lease expense
|
$
|
373,635
|
$
|
367,574
|
$
|
323,830
|
Year Ending December 31,
|
Operating
Leases
|
|||
2017
|
$
|
387,521
|
||
2018
|
377,521
|
|||
2019
|
359,282
|
|||
2020
|
317,654
|
|||
2021
|
279,040
|
|||
Thereafter
|
1,222,392
|
|||
Total
|
$
|
2,943,410
|
|
Number of Shares
|
Weighted
Average
Grant Date Fair Value
|
||||||
Outstanding on January 1, 2014
|
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
|
|||||
Granted
|
3,141
|
$
|
14.56
|
|||||
Vested
|
(1,242
|
)
|
$
|
26.79
|
||||
Cancelled/forfeited
|
(745
|
)
|
$
|
24.75
|
||||
Outstanding on December 31, 2016
|
4,608
|
$
|
20.29
|
|
Shares Granted
|
Value Per Share
|
Total Value
|
|||||||||
Three months ended March 31, 2016
|
2,855
|
$
|
14.50 - 18.46
|
$
|
41,399
|
|||||||
Three months ended June 30, 2016
|
111
|
$
|
15.68 - 18.03
|
$
|
2,001
|
|||||||
Three months ended September 30, 2016
|
54
|
$
|
15.90 - 17.46
|
$
|
918
|
|||||||
Three months ended December 31, 2016
|
121
|
$
|
9.75 - 11.93
|
$
|
1,405
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Federal:
|
||||||||||||
Current
|
$
|
(12
|
)
|
$
|
49
|
$
|
1,367
|
|||||
Deferred
|
(3,248
|
)
|
95,259
|
182,371
|
||||||||
Total Federal
|
(3,260
|
)
|
95,308
|
183,738
|
||||||||
State:
|
||||||||||||
Current
|
(2,118
|
)
|
(3,099
|
)
|
(2,433
|
)
|
||||||
Deferred (included in Federal above)
|
—
|
—
|
—
|
|||||||||
Total State
|
(2,118
|
)
|
(3,099
|
)
|
(2,433
|
)
|
||||||
Total
|
$
|
(5,378
|
)
|
$
|
92,209
|
$
|
181,305
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Tax benefit at U.S. statutory rate
|
$
|
139,657
|
$
|
192,390
|
$
|
115,603
|
||||||
State taxes, net of federal income tax
|
11,788
|
18,323
|
11,582
|
|||||||||
Tax credits
|
6,163
|
3,937
|
(2,222
|
)
|
||||||||
Valuation allowance
|
(142,862
|
)
|
(111,797
|
)
|
64,155
|
|||||||
Goodwill impairment
|
(10,789
|
)
|
(7,856
|
)
|
—
|
|||||||
Stock compensation
|
(5,716
|
)
|
—
|
—
|
||||||||
Other, net
|
(1,831
|
)
|
(1,626
|
)
|
(713
|
)
|
||||||
Return to provision
|
(920
|
)
|
(72
|
)
|
716
|
|||||||
Meals and entertainment
|
(868
|
)
|
(1,090
|
)
|
(946
|
)
|
||||||
Non-deductible transaction costs
|
—
|
—
|
(6,870
|
)
|
||||||||
Total
|
$
|
(5,378
|
)
|
$
|
92,209
|
$
|
181,305
|
|
2016
|
2015
|
||||||
Deferred income tax assets:
|
||||||||
Capital and financing lease obligations
|
$
|
862,038
|
$
|
872,002
|
||||
Operating loss carryforwards
|
319,948
|
282,075
|
||||||
Accrued expenses
|
109,283
|
144,691
|
||||||
Deferred lease liability
|
93,358
|
94,105
|
||||||
Tax credits
|
49,550
|
40,974
|
||||||
Intangible assets
|
20,272
|
22,522
|
||||||
Deferred gain on sale leaseback
|
4,233
|
5,661
|
||||||
Prepaid revenue
|
2,626
|
2,415
|
||||||
Total gross deferred income tax asset
|
1,461,308
|
1,464,445
|
||||||
Valuation allowance
|
(264,305
|
)
|
(121,602
|
)
|
||||
Net deferred income tax assets
|
1,197,003
|
1,342,843
|
||||||
Deferred income tax liabilities:
|
||||||||
Property, plant and equipment
|
(1,209,595
|
)
|
(1,320,423
|
)
|
||||
Investment in unconsolidated ventures
|
(66,678
|
)
|
(88,798
|
)
|
||||
Other
|
(1,376
|
)
|
(2,673
|
)
|
||||
Total gross deferred income tax liability
|
(1,277,649
|
)
|
(1,411,894
|
)
|
||||
Net deferred tax liability
|
$
|
(80,646
|
)
|
$
|
(69,051
|
)
|
For the Years Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Balance at January 1,
|
$
|
30,236
|
$
|
30,195
|
||||
Additions for tax positions related to the current year
|
—
|
—
|
||||||
Additions for tax positions related to prior years
|
30
|
50
|
||||||
Reductions for tax positions related to prior years
|
(1,106
|
)
|
(9
|
)
|
||||
Balance at December 31,
|
$
|
29,160
|
$
|
30,236
|
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2016
|
2015
|
2014
|
|||||||||
Interest paid
|
$
|
349,535
|
$
|
360,960
|
$
|
226,594
|
||||||
Income taxes paid
|
$
|
2,047
|
$
|
2,952
|
$
|
2,746
|
||||||
Additions to property, plant and equipment and leasehold improvements
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
300,113
|
$
|
448,682
|
$
|
304,245
|
||||||
Accounts payable
|
33,534
|
(37,631
|
)
|
—
|
||||||||
Net cash paid
|
$
|
333,647
|
$
|
411,051
|
$
|
304,245
|
||||||
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
Cash and escrow deposits—restricted
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Prepaid expenses and other assets, net
|
—
|
(53,405
|
)
|
(3,138
|
)
|
|||||||
Property, plant and equipment and leasehold intangibles, net
|
19,457
|
198,558
|
80,330
|
|||||||||
Other intangible assets, net
|
(7,300
|
)
|
(7,294
|
)
|
(23,978
|
)
|
||||||
Accrued expenses
|
—
|
—
|
—
|
|||||||||
Long-term debt
|
—
|
(101,558
|
)
|
7,795
|
||||||||
Capital and financing lease obligations
|
—
|
155,230
|
—
|
|||||||||
Other liabilities
|
—
|
(315
|
)
|
(20,568
|
)
|
|||||||
Net cash paid
|
$
|
12,157
|
$
|
191,216
|
$
|
40,441
|
||||||
Proceeds from sale of assets, net:
|
||||||||||||
Assets held for sale
|
$
|
(289,452
|
)
|
$
|
—
|
$
|
—
|
|||||
Prepaid expenses and other assets, net
|
(4,543
|
)
|
25,780
|
—
|
||||||||
Property, plant and equipment and leasehold intangibles, net
|
—
|
(82,953
|
)
|
—
|
||||||||
Capital and financing lease obligations
|
—
|
8,907
|
—
|
|||||||||
Other liabilities
|
3,281
|
(960
|
)
|
—
|
||||||||
Gain on sale of assets
|
(7,218
|
)
|
—
|
—
|
||||||||
Net cash received
|
$
|
(297,932
|
)
|
$
|
(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
|
$
|
(262,711
|
)
|
$
|
(113,592
|
)
|
$
|
—
|
||||
Assets held for sale
|
278,675
|
110,620
|
—
|
|||||||||
Prepaid expenses and other current assets
|
(3,195
|
)
|
—
|
—
|
||||||||
Goodwill
|
(28,568
|
)
|
(12,200
|
)
|
—
|
|||||||
Asset impairment
|
15,799
|
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,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Revenue:
|
||||||||||||
Retirement Centers
(1)
|
$
|
679,503
|
$
|
657,940
|
$
|
582,312
|
||||||
Assisted Living
(1)
|
2,419,459
|
2,445,457
|
1,685,563
|
|||||||||
CCRCs - Rental
(1)
|
592,826
|
604,572
|
493,173
|
|||||||||
CCRCs - Entry Fee
(1)
|
—
|
—
|
202,414
|
|||||||||
Brookdale Ancillary Services
(1)
|
476,833
|
469,158
|
337,835
|
|||||||||
Management Services
(2)
|
808,359
|
783,481
|
530,409
|
|||||||||
|
$
|
4,976,980
|
$
|
4,960,608
|
$
|
3,831,706
|
||||||
Segment Operating Income
(3)
:
|
||||||||||||
Retirement Centers
|
$
|
294,530
|
$
|
285,257
|
$
|
248,883
|
||||||
Assisted Living
|
876,817
|
877,303
|
608,489
|
|||||||||
CCRCs - Rental
|
133,409
|
150,495
|
121,661
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
48,433
|
|||||||||
Brookdale Ancillary Services
|
64,463
|
75,210
|
63,463
|
|||||||||
Management Services
|
70,762
|
60,183
|
42,239
|
|||||||||
|
1,439,981
|
1,448,448
|
1,133,168
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
313,409
|
370,579
|
280,267
|
|||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
|||||||||
Facility lease expense:
|
||||||||||||
Retirement Centers
|
120,272
|
114,738
|
98,321
|
|||||||||
Assisted Living
|
193,670
|
197,452
|
162,575
|
|||||||||
CCRCs - Rental
|
51,727
|
47,937
|
51,523
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
4,362
|
|||||||||
Brookdale Ancillary Services
|
—
|
—
|
890
|
|||||||||
Corporate and Management Services
|
7,966
|
7,447
|
6,159
|
|||||||||
Depreciation and amortization:
|
||||||||||||
Retirement Centers
|
94,049
|
104,063
|
86,188
|
|||||||||
Assisted Living
|
308,639
|
489,933
|
317,918
|
|||||||||
CCRCs - Rental
|
66,431
|
87,754
|
60,175
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
37,524
|
|||||||||
Brookdale Ancillary Services
|
4,075
|
7,451
|
4,764
|
|||||||||
Corporate and Management Services
|
47,208
|
43,964
|
30,466
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Income (loss) income from operations
|
$
|
(31,083
|
)
|
$
|
(165,206
|
)
|
$
|
(84,905
|
)
|
|||
|
||||||||||||
Total interest expense:
|
||||||||||||
Retirement Centers
|
$
|
56,827
|
$
|
58,397
|
$
|
41,906
|
||||||
Assisted Living
|
249,449
|
250,116
|
140,001
|
|||||||||
CCRCs - Rental
|
39,824
|
39,502
|
28,418
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
7,530
|
|||||||||
Brookdale Ancillary Services
|
1,461
|
1,354
|
823
|
|||||||||
Corporate and Management Services
|
38,056
|
39,395
|
29,510
|
|||||||||
|
$
|
385,617
|
$
|
388,764
|
$
|
248,188
|
||||||
|
||||||||||||
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
|
||||||||||||
Retirement Centers
|
$
|
59,978
|
$
|
161,986
|
$
|
76,285
|
||||||
Assisted Living
|
156,732
|
220,893
|
107,037
|
|||||||||
CCRCs - Rental
|
37,800
|
54,864
|
42,412
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
36,575
|
|||||||||
Brookdale Ancillary Services
|
1,576
|
4,061
|
1,805
|
|||||||||
Corporate and Management Services
|
44,027
|
6,878
|
40,131
|
|||||||||
|
$
|
300,113
|
$
|
448,682
|
$
|
304,245
|
|
As of December 31,
|
|||||||
|
2016
|
2015
|
||||||
Total assets:
|
||||||||
Retirement Centers
|
$
|
1,452,546
|
$
|
1,556,169
|
||||
Assisted Living
|
5,831,434
|
6,354,415
|
||||||
CCRCs - Rental
|
935,389
|
1,037,384
|
||||||
Brookdale Ancillary Services
|
280,530
|
292,540
|
||||||
Corporate and Management Services
|
717,788
|
808,056
|
||||||
|
$
|
9,217,687
|
$
|
10,048,564
|
(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 facility operating expenses (excluding depreciation and amortization).
|
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2016
|
June 30,
2016
|
September 30,
2016
|
December 31,
2016
|
||||||||||||
Revenues
|
$
|
1,263,156
|
$
|
1,258,830
|
$
|
1,246,126
|
$
|
1,208,868
|
||||||||
Asset impairment
|
3,375
|
4,152
|
19,111
|
221,877
|
||||||||||||
Income (loss) from operations
|
41,354
|
58,287
|
47,645
|
(178,369
|
)
|
|||||||||||
Income (loss) before income taxes
|
(47,152
|
)
|
(35,368
|
)
|
(47,569
|
)
|
(269,169
|
)
|
||||||||
Net income (loss)
|
(48,817
|
)
|
(35,491
|
)
|
(51,728
|
)
|
(268,600
|
)
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(48,775
|
)
|
(35,450
|
)
|
(51,685
|
)
|
(268,487
|
)
|
||||||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.26
|
)
|
$
|
(0.19
|
)
|
$
|
(0.28
|
)
|
$
|
(1.45
|
)
|
|
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
|
)
|
|
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, 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
|
|||||||||||
Year ended December 31, 2016
|
$
|
26,470
|
$
|
—
|
$
|
30,632
|
$
|
2,680
|
$
|
(32,738
|
)
|
$
|
27,044
|
|||||||||||
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance:
|
||||||||||||||||||||||||
Year ended December 31, 2014
|
$
|
72,366
|
$
|
1,002
|
$
|
—
|
$
|
—
|
$
|
(64,155
|
)
(1)
|
$
|
9,213
|
|||||||||||
Year ended December 31, 2015
|
$
|
9,213
|
$
|
—
|
$
|
111,797
|
(2)
|
$
|
592
|
(2)
|
$
|
—
|
$
|
121,602
|
||||||||||
Year ended December 31, 2016
|
$
|
121,602
|
$
|
—
|
$
|
142,862
|
(3)
|
$
|
—
|
$
|
(159
|
)
(4)
|
$
|
264,305
|
Item 12. |
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
|
—
|
—
|
4,556,638
|
||||||
Equity compensation plans not approved by security holders
(3)
|
—
|
—
|
70,521
|
||||||
Total
|
—
|
—
|
4,627,159
|
(1) |
As of December 31, 2016, an aggregate of 3,945,855
shares of unvested restricted stock and 10,348
vested restricted stock units
were outstanding under our 2014 Omnibus Incentive Plan, and an aggregate of 662,332
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 3,532,466 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 1,024,172 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-employee/non-consultant director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day's closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.
|
1) |
Our Audited Consolidated Financial Statements
|
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:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 14, 2017
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Daniel A. Decker
|
Executive Chairman of the Board
|
February 14, 2017
|
Daniel A. Decker
|
|
|
|
|
|
/s/ T. Andrew Smith
|
President, Chief Executive Officer and Director
|
February 14, 2017
|
T. Andrew Smith
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Lucinda M. Baier
|
Chief Financial Officer
|
February 14, 2017
|
Lucinda M. Baier
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Dawn L. Kussow
|
Senior Vice President and Chief Accounting Officer
|
February 14, 2017
|
Dawn L. Kussow
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Frank M. Bumstead
|
Director
|
February 14, 2017
|
Frank M. Bumstead
|
|
|
/s/ Jackie M. Clegg
|
Director
|
February 14, 2017
|
Jackie M. Clegg
|
|
|
|
|
|
/s/ Jeffrey R. Leeds
|
Director
|
February 14, 2017
|
Jeffrey R. Leeds
|
|
|
|
|
|
/s/ Mark J. Parrell
|
Director
|
February 14, 2017
|
Mark J. Parrell
|
||
/s/ William G. Petty, Jr.
|
Director
|
February 14, 2017
|
William G. Petty, Jr.
|
|
|
|
|
|
/s/ James R. Seward
|
Director
|
February 14, 2017
|
James R. Seward
|
|
|
|
|
|
/s/ Lee S. Wielansky
|
Director
|
February 14, 2017
|
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)).
|
|
10.1.5
|
Fourth Amendment to Amended and Restated Master Lease and Security Agreement and Amendment to Guaranty, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor.
††
|
|
10.1.6
|
Fifth Amendment to Amended and Restated Master Lease and Security Agreement and Amendment to Guaranty, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor.
††
|
|
10.1.7
|
Sixth Amendment to Amended and Restated Master Lease and Security Agreement, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein and Emeritus Corporation and the other lessees named therein and reaffirmed and consented to by the Company as guarantor.
|
|
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 Executive Committee Members) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.31
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.32
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.33
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
10.34
|
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)).*
|
|
10.35
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of October 1, 2015, by and between the Company and Daniel A. Decker (Time-Vesting) (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.36
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of November 7, 2016, by and between the Company and Daniel A. Decker (Time-Vesting).*
|
|
10.37
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of November 7, 2016, by and between the Company and Daniel A. Decker (Performance-Vesting).*
|
|
10.38
|
Form of Outside Director Restricted Stock Unit Agreement under the Omnibus Stock Incentive Plan (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)).*
|
|
10.39
|
Form of Outside Director Restricted Stock Unit Agreement under the Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2016 (File No. 001-32641)).*
|
|
10.40.1
|
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").*
|
|
10.40.2
|
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)).*
|
|
10.41.1
|
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)).*
|
|
10.41.2
|
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)).*
|
|
10.41.3
|
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)).*
|
|
10.42.1
|
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)).*
|
|
10.42.2
|
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)).*
|
|
10.43
|
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)).*
|
10.44
|
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)).*
|
|
10.45
|
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)).*
|
|
10.46
|
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)).*
|
|
10.47.1
|
Offer Letter Agreement by and between the Company and Labeed Diab (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File no. 001-32641)).*
|
|
10.47.2
|
Addendum to Offer Letter dated April 6, 2016 between the Company and Labeed S. Diab (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).*
|
|
10.48.1
|
Offer Letter Agreement by and between the Company and Lucinda Baier (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.48.2
|
Addendum to Offer Letter dated April 6, 2016 between the Company and Lucinda M. Baier (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).*
|
|
10.49.1
|
Severance Letter Agreement dated November 16, 2015, by and between the Company and Mary Sue Patchett (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.49.2
|
Severance Letter Agreement dated December 20, 2016 by and between the Company and Mary Sue Patchett.*
|
|
10.50
|
Letter Agreement dated as of November 7, 2016 by and between the Company and Daniel A. Decker.*
|
|
10.51
|
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)).*
|
|
10.52
|
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)).*
|
|
10.53
|
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.
|
†† |
Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.
|
(i)
The amount set forth under the heading "Initial Allocated Minimum Rent" opposite the name of each Facility on
Schedule B-1
,
B-2
or
B-3
hereto, as applicable, shall constitute the Pre-Adjusted Allocated Minimum Rent for such Facility as of November 1, 2016 (and accordingly the sum of the amounts set forth under such heading for all of the Facilities shall constitute the Pre-Adjusted Minimum Rent as of November 1, 2016).
|
(ii)
T
he Pre-Adjusted Allocated Minimum Rent for each Facility as described in clause (i) above reflects (x) a reallocation of the Pre-Adjusted Minimum Rent as contemplated by the Cooperation Agreement (as defined in the Fourth Amendment) and (y) all amounts funded by
Lessor on account of any Planned Capital Refurbishment Project at such Facility through
November 1, 2016
.
|
(iii)
The Pre-Adjusted Allocated Minimum Rent for each Facility
as described in clause (i) above
is (x) subject to increase
from time to
|
|
|
(iv)
The references in Section 3.1.4(b) of the Lease to Exhibits A-1, A-2 and A-3 of the Lease shall be deemed to refer to
Schedules B-1
,
B-2
and
B-3
hereto, respectively.
|
Witness:
|
/s/ Edward D. Hillard
|
EMERITUS CORPORATION
,
|
|||
a Washington corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT HAZEL CREEK
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PRINCE
|
|||
WILLIAM, INC.,
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
LH ASSISTED LIVING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT HILLSBOROUGH,
|
|||
L.L.C.
, a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OCOEE, INC.,
|
|||
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PORT ORANGE,
|
|||
INC.
, a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT STAFFORD, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT VOORHEES, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WESTMINSTER,
|
|||
INC.
, a Maryland corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CY-FAIR
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT CY-FAIR, LLC
|
||||
a Delaware limited liability company,
|
|||||
its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT FRIENDSWOOD
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT FRIENDSWOOD,
|
||||
LLC, a Delaware limited liability
|
|||||
company, its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT ST. AUGUSTINE,
|
|||
LLC,
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT IRVING
|
|||
ASSOCIATES LP
, a Delaware limited
Partnership
|
|||||
By:
|
SUMMERVILLE AT IRVING, LLC,
|
||||
a Delaware limited liability company,
|
|||||
its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CHESTNUT HILL,
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE 9 LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CARROLLWOOD,
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT FOX RUN, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WEKIWA SPRINGS
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OAK PARK LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
THE ESTATES OF OAK RIDGE LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OVIEDO LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
BROOKDALE SENIOR LIVING INC.,
|
|||
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP AUR1 CALIFORNIA A PACK,
|
|||
LLC
, a Delaware limited liability company
|
|||||
By:
|
HCP Partners, LP, a Delaware limited
|
||||
partnership, its member
|
|||||
By:
|
HCP MOB, Inc., a Delaware
|
||||
corporation, its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP EMOH, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP HAZEL CREEK, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA2 CALIFORNIA, LP,
|
|||
a Delaware limited partnership
|
|||||
HCP MA2 MASSACHUSETTS, LP,
|
|||||
a Delaware limited partnership
|
|||||
HCP MA2 OHIO, LP
, a Delaware limited
|
|||||
partnership
|
|||||
HCP MA2 OKLAHOMA, LP
,
|
|||||
a Delaware limited partnership
|
|||||
By: HCP MA2 GP Holding, LLC,
|
|||||
a Delaware limited liability company,
|
|||||
their general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA3 CALIFORNIA, LP,
|
|||
a Delaware limited partnership
|
|||||
HCP MA3 SOUTH CAROLINA, LP,
|
|||||
a Delaware limited partnership
|
|||||
HCP MA3 WASHINGTON, LP,
|
|||||
a Delaware limited partnership
|
|||||
By: HCP MA3 A Pack GP, LLC,
|
|||||
a Delaware limited liability company,
|
|||||
their general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP PARTNERS, LP
, a Delaware limited
|
|||
partnership
|
|||||
By: HCP MOB, Inc., a Delaware
|
|||||
corporation, its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SENIOR HOUSING PROPERTIES
|
|||
TRUST
, a Delaware statutory trust
|
|||||
By: HCP Senior Housing Properties, LLC, a
|
|||||
Delaware limited liability company, its
|
|||||
managing trustee
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP1 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP2 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP3 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH LASSEN HOUSE, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH MOUNTAIN LAUREL, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH MOUNTAIN VIEW, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH RIVER VALLEY LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH SELLWOOD LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP ST1 COLORADO, LP,
|
|||
a Delaware limited partnership
|
|||||
By: HCP ST1 Colorado GP, LLC,
|
|||||
Delaware limited liability company,
|
|||||
its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP, INC.,
|
|||
a Maryland corporation
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCPI TRUST,
|
|||
a Maryland real estate investment trust
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
WESTMINSTER HCP, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SPRINGTREE, LLC,
|
|||
HCP OCOEE, LLC,
|
|||||
HCP PORT ORANGE, LLC,
|
|||||
HCP BECKETT LAKE, LLC,
|
|||||
HCP ST. AUGUSTINE, LLC,
|
|||||
HCP CARROLLWOOD, LLC,
|
|||||
HCP OVIEDO, LLC,
|
|||||
HCP WEKIWA SPRINGS, LLC,
|
|||||
HCP OAK PARK, LLC,
|
|||||
HCP CY-FAIR, LLC,
|
|||||
HCP FRIENDSWOOD, LLC,
|
|||||
HCP IRVING, LLC
and
|
|||||
HCP EMFIN PROPERTIES, LLC,
|
|||||
each a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Signed, sealed and delivered in the presence of:
|
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation
|
|||
/s/ Edward D. Hillard
|
||||
Name:
|
||||
By:
|
/s/ H. Todd Kaestner
|
|||
/s/ Carla Lockridge
|
Name: H. Todd Kaestner
|
|||
Name:
|
Title: Executive Vice President
|
BU Code
|
No.
|
Community
|
Lessee
|
Lessor
|
24470
|
1.
|
Brookdale Fortuna (fka Emeritus at Sequoia Springs)
|
Emeritus Corporation
|
HCP SH ELP3 Properties, LLC
|
24661
|
2.
|
Brookdale Fortuna (fka Emeritus at Sequoia Springs Cottages)
|
Emeritus Corporation
|
HCP SH ELP3 Properties, LLC
|
24524
|
3.
|
Brookdale Clearlake (fka Emeritus at Orchard Park)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24561
|
4.
|
Brookdale Lexington (fka Emeritus at Park Avenue Estates)
|
Emeritus Corporation
|
HCP SH ELP1 Properties, LLC
|
24567
|
5.
|
Brookdale Country Club (fka Emeritus at La Villa)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24468
|
6.
|
Brookdale Country Club (fka Emeritus at Roswell)
|
Emeritus Corporation
|
HCP SH ELP1 Properties, LLC
|
24569
|
7.
|
Brookdale Cheyenne (fka Emeritus at The Plaza)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24609
|
8.
|
Brookdale Florence (fka Emeritus at Laurel Gardens)
|
Emeritus Corporation
|
HCP Senior Housing Properties Trust
|
24617
|
9.
|
Brookdale Cordova (fka Emeritus at Cordova)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24644
|
10.
|
Brookdale South Hill (fka Emeritus at South Hill)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24651
|
11.
|
Brookdale Madison North (fka Emeritus at Legacy Gardens)
|
Emeritus Corporation
|
HCP SH ELP1 Properties, LLC
|
24596
|
12.
|
Brookdale Park Place Tigard (fka Emeritus at Park Place)
|
Emeritus Corporation
|
HCP SH ELP1 Properties, LLC
|
BU Code
|
No.
|
Community
|
Lessee
|
Lessor
|
24679
|
13.
|
Brookdale Palm Springs (fka Emeritus at Palm Springs)
|
Emeritus Corporation
|
HCP MA3 California, LP
|
24649
|
14.
|
Brookdale Englewood Heights (fka Emeritus at Englewood Heights)
|
Emeritus Corporation
|
HCP SH ELP2 Properties, LLC
|
24529
|
15.
|
Brookdale Yreka (fka Emeritus at Meadowlark)
|
Emeritus Corporation
|
HCP SH ELP1 Properties, LLC
|
24641
|
16.
|
Brookdale Moses Lake (fka Moses Lake)
|
Emeritus Corporation
|
HCP SH ELP3 Properties, LLC
|
24616
|
17.
|
Brookdale Lexington (fka Emeritus at Lexington Gardens)
|
Emeritus Corporation
|
HCP Senior Housing Properties Trust
|
24566
|
18.
|
Brookdale Rio Rancho (fka Emeritus at Sandia Springs)
|
Emeritus Corporation
|
HCP SH ELP3 Properties, LLC
|
24586
|
19.
|
Brookdale Chestnut Lane Gresham (fka Chestnut Lane)
|
Emeritus Corporation
|
HCP SH ELP3 Properties, LLC
|
HCP #
|
Facility Name
|
Initial Allocated
Minimum Rent
|
2016 Allocated Special
Rent Credit |
Subsequent Special
Rent Credit |
1167
|
Brookdale Fountaingrove
|
$[***]
|
$[***]
|
$[***]
|
2086
|
Brookdale Newnan
|
[***]
|
[***]
|
[***]
|
2066
|
Brookdale Lawrenceville
|
[***]
|
[***]
|
[***]
|
2108
|
Brookdale S Lee Buford
|
[***]
|
[***]
|
[***]
|
2109
|
Brookdale Lee Buford Cottages
|
[***]
|
[***]
|
[***]
|
2115
|
Brookdale Murray
|
[***]
|
[***]
|
[***]
|
1599
|
Brookdale Marlton Crossing
|
[***]
|
[***]
|
[***]
|
2058
|
Brookdale Stayton
|
[***]
|
[***]
|
[***]
|
2056
|
Brookdale Stayton Cottages
|
[***]
|
[***]
|
[***]
|
2063
|
Brookdale Grayson View
|
[***]
|
[***]
|
[***]
|
2060
|
Brookdale Franklin
|
[***]
|
[***]
|
[***]
|
2102
|
Brookdale Torbett
|
[***]
|
[***]
|
[***]
|
2096
|
Brookdale Montclair Poulsbo
|
[***]
|
[***]
|
[***]
|
0281
|
Brookdale Westminster
|
[***]
|
[***]
|
[***]
|
2194
|
Brookdale Sunrise
|
[***]
|
[***]
|
[***]
|
0733
|
Brookdale Stafford
|
[***]
|
[***]
|
[***]
|
0506
|
Brookdale Friendswood
|
[***]
|
[***]
|
[***]
|
2067
|
Brookdale Lexington
|
[***]
|
[***]
|
[***]
|
2141
|
Brookdale Moses Lake
|
[***]
|
[***]
|
[***]
|
1168
|
Brookdale Palm Springs
|
[***]
|
[***]
|
[***]
|
2151
|
Brookdale Park Place Tigard
|
[***]
|
[***]
|
[***]
|
2161
|
Brookdale Rio Rancho
|
[***]
|
[***]
|
[***]
|
2055
|
Brookdale Yreka
|
[***]
|
[***]
|
[***]
|
2142
|
Brookdale Absaroka
|
[***]
|
[***]
|
[***]
|
2130
|
Brookdale Ashland
|
[***]
|
[***]
|
[***]
|
0746
|
Brookdale Beckett Lake
|
[***]
|
[***]
|
[***]
|
2051
|
Brookdale Briarwood
|
[***]
|
[***]
|
[***]
|
0862
|
Brookdale Clermont
|
[***]
|
[***]
|
[***]
|
2068
|
Brookdale Ellington Field
|
[***]
|
[***]
|
[***]
|
1234
|
Brookdale Green Mountain
|
[***]
|
[***]
|
[***]
|
2146
|
Brookdale Highline
|
[***]
|
[***]
|
[***]
|
2113
|
Brookdale Holiday Lane Estates
|
[***]
|
[***]
|
[***]
|
2105
|
Brookdale Macon
|
[***]
|
[***]
|
[***]
|
2168
|
Brookdale McCook
|
[***]
|
[***]
|
[***]
|
2122
|
Brookdale Muskogee
|
[***]
|
[***]
|
[***]
|
2157
|
Brookdale Neese Rd Woodstock
|
[***]
|
[***]
|
[***]
|
0731
|
Brookdale Ocoee
|
[***]
|
[***]
|
[***]
|
2128
|
Brookdale Red Bluff
|
[***]
|
[***]
|
[***]
|
1007
|
Brookdale San Dimas
|
[***]
|
[***]
|
[***]
|
2057
|
Brookdale Springfield Woodside
|
[***]
|
[***]
|
[***]
|
2081
|
Brookdale St Peters
|
[***]
|
[***]
|
[***]
|
2167
|
Brookdale Sweetwater Creek
|
[***]
|
[***]
|
[***]
|
2070
|
Brookdale Tahlequah Heritage
|
[***]
|
[***]
|
[***]
|
1159
|
Brookdale Willoughby
|
[***]
|
[***]
|
[***]
|
1155
|
Brookdale Yorba Linda
|
[***]
|
[***]
|
[***]
|
HCP #
|
Facility Name
|
Initial
Allocated Minimum Rent |
2016 Allocated Special
Rent Credit |
Subsequent Special
Rent Credit
|
2144
|
Brookdale Mtn Laurel Hebron
|
$[***]
|
$[***]
|
$[***]
|
2165
|
Brookdale Hartwell
|
[***]
|
[***]
|
[***]
|
2053
|
Brookdale Canton
|
[***]
|
[***]
|
[***]
|
1162
|
Brookdale Orland Park
|
[***]
|
[***]
|
[***]
|
2074
|
Brookdale Oxford
|
[***]
|
[***]
|
[***]
|
2126
|
Brookdale Churchill
|
[***]
|
[***]
|
[***]
|
2171
|
Brookdale Sellwood
|
[***]
|
[***]
|
[***]
|
2088
|
Brookdale River Vly Tualatin
|
[***]
|
[***]
|
[***]
|
2073
|
Brookdale Rock Springs
|
[***]
|
[***]
|
[***]
|
2075
|
Brookdale Eden Estates
|
[***]
|
[***]
|
[***]
|
2117
|
Brookdale Maplewood
|
[***]
|
[***]
|
[***]
|
2061
|
Brookdale Fisher's Landing
|
[***]
|
[***]
|
[***]
|
2127
|
Brookdale Brentmoor Minot
|
[***]
|
[***]
|
[***]
|
2134
|
Brookdale Rose Vly Cottages
|
[***]
|
[***]
|
[***]
|
2153
|
Brookdale Rose Vly Scappoose
|
[***]
|
[***]
|
[***]
|
2152
|
Hillside Campus
|
[***]
|
[***]
|
[***]
|
2148
|
Brookdale Sugarland Ridge
|
[***]
|
[***]
|
[***]
|
0732
|
Brookdale Yorktowne
|
[***]
|
[***]
|
[***]
|
0802
|
Brookdale St Augustine
|
[***]
|
[***]
|
[***]
|
0245
|
Brookdale Voorhees
|
[***]
|
[***]
|
[***]
|
2139
|
Brookdale Chestnut Lane
|
[***]
|
[***]
|
[***]
|
2110
|
Brookdale Cheyenne
|
[***]
|
[***]
|
[***]
|
2092
|
Brookdale Clearlake
|
[***]
|
[***]
|
[***]
|
2121
|
Brookdale Country Club - AL
|
[***]
|
[***]
|
[***]
|
2154
|
Brookdale Florence
|
[***]
|
[***]
|
[***]
|
2079
|
Brookdale Fortuna
|
[***]
|
[***]
|
[***]
|
2054
|
Brookdale Fortuna IL
|
[***]
|
[***]
|
[***]
|
2169
|
Emeritus Park Avenue Estates
|
[***]
|
[***]
|
[***]
|
2104
|
Brookdale Alpine Springs
|
[***]
|
[***]
|
[***]
|
0849
|
Brookdale Carrollwood
|
[***]
|
[***]
|
[***]
|
2069
|
Brookdale Cedar City
|
[***]
|
[***]
|
[***]
|
2158
|
Brookdale Cedar Ridge
|
[***]
|
[***]
|
[***]
|
2143
|
Brookdale Champlin
|
[***]
|
[***]
|
[***]
|
2076
|
Brookdale Chandler Place
|
[***]
|
[***]
|
[***]
|
2103
|
Brookdale Eagle Point
|
[***]
|
[***]
|
[***]
|
2098
|
Brookdale Eugene Alpine Court
|
[***]
|
[***]
|
[***]
|
0820
|
Brookdale Irving
|
[***]
|
[***]
|
[***]
|
2106
|
Brookdale Monmouth
|
[***]
|
[***]
|
[***]
|
2090
|
Brookdale Monmouth Cottages
|
[***]
|
[***]
|
[***]
|
0859
|
Brookdale Oviedo
|
[***]
|
[***]
|
[***]
|
2135
|
Brookdale Paducah
|
[***]
|
[***]
|
[***]
|
1233
|
Brookdale Roslyn
|
[***]
|
[***]
|
[***]
|
2129
|
Brookdale Seward Heartland Pk
|
[***]
|
[***]
|
[***]
|
2093
|
Brookdale Spring Arbor
|
[***]
|
[***]
|
[***]
|
1160
|
Brookdale Tulsa Midtown
|
[***]
|
[***]
|
[***]
|
2119
|
Brookdale Wayne
|
[***]
|
[***]
|
[***]
|
HCP #
|
Facility Name
|
Initial Allocated
Minimum Rent
|
2016 Allocated Special
Rent Credit |
Subsequent Special
Rent Credit |
1165
|
Brookdale Northridge
|
$[***]
|
$[***]
|
$[***]
|
1158
|
Brookdale Plymouth Beach
|
[***]
|
[***]
|
[***]
|
2083
|
Brookdale Statesman Club
|
[***]
|
[***]
|
[***]
|
2084
|
Brookdale Roseburg
|
[***]
|
[***]
|
[***]
|
2050
|
Brookdale Redmond
|
[***]
|
[***]
|
[***]
|
2089
|
Brookdale Newberg
|
[***]
|
[***]
|
[***]
|
2133
|
Brookdale Oswego Springs
|
[***]
|
[***]
|
[***]
|
2162
|
Brookdale Northshore
|
[***]
|
[***]
|
[***]
|
0225
|
Brookdale Lake Ridge
|
[***]
|
[***]
|
[***]
|
2052
|
Brookdale Chesterley AL
|
[***]
|
[***]
|
[***]
|
2078
|
Brookdale Chesterley MC
|
[***]
|
[***]
|
[***]
|
2160
|
Brookdale Kenmore
|
[***]
|
[***]
|
[***]
|
2062
|
Brookdale Stonebridge
|
[***]
|
[***]
|
[***]
|
2116
|
Brookdale Willows Sherman
|
[***]
|
[***]
|
[***]
|
2107
|
Brookdale Medi Park W
|
[***]
|
[***]
|
[***]
|
2077
|
Brookdale Sterling
|
[***]
|
[***]
|
[***]
|
1173
|
Brookdale Bellevue
|
[***]
|
[***]
|
[***]
|
2095
|
Brookdale College Place
|
[***]
|
[***]
|
[***]
|
1386
|
Brookdale Marietta
|
[***]
|
[***]
|
[***]
|
0217
|
Brookdale Cy-Fair
|
[***]
|
[***]
|
[***]
|
0734
|
Brookdale Hillsborough
|
[***]
|
[***]
|
[***]
|
0730
|
Brookdale Litchfield Hills
|
[***]
|
[***]
|
[***]
|
0861
|
Brookdale Wekiwa Springs
|
[***]
|
[***]
|
[***]
|
2132
|
Brookdale Cordova
|
[***]
|
[***]
|
[***]
|
2150
|
Brookdale Country Club - IL
|
[***]
|
[***]
|
[***]
|
2114
|
Brookdale Englewood Heights
|
[***]
|
[***]
|
[***]
|
2170
|
Brookdale Madison N
|
[***]
|
[***]
|
[***]
|
2097
|
Brookdale S Hill
|
[***]
|
[***]
|
[***]
|
2094
|
Brookdale Bellevue TN
|
[***]
|
[***]
|
[***]
|
2085
|
Brookdale Buckingham
|
[***]
|
[***]
|
[***]
|
0841
|
Brookdale Chestnut Hill
|
[***]
|
[***]
|
[***]
|
0857
|
Brookdale Fox Run
|
[***]
|
[***]
|
[***]
|
2163
|
Brookdale Great Falls
|
[***]
|
[***]
|
[***]
|
1172
|
Brookdale Greenville
|
[***]
|
[***]
|
[***]
|
2059
|
Brookdale Hawthorne Park
|
[***]
|
[***]
|
[***]
|
2099
|
Brookdale Hilton Head
|
[***]
|
[***]
|
[***]
|
2111
|
Brookdale Hilton Head Court
|
[***]
|
[***]
|
[***]
|
2112
|
Brookdale Hilton Head Village
|
[***]
|
[***]
|
[***]
|
2080
|
Brookdale Kearney Northridge
|
[***]
|
[***]
|
[***]
|
2140
|
Brookdale Lebanon
|
[***]
|
[***]
|
[***]
|
0224
|
Brookdale Northdale
|
[***]
|
[***]
|
[***]
|
0860
|
Brookdale Oak Ridge
|
[***]
|
[***]
|
[***]
|
1561
|
Brookdale Orangevale
|
[***]
|
[***]
|
[***]
|
2091
|
Brookdale Sunrise Creek
|
[***]
|
[***]
|
[***]
|
2118
|
Brookdale Woodstock
|
[***]
|
[***]
|
[***]
|
8. |
Miscellaneous
.
|
Witness:
|
/s/ Edward D. Hillard
|
EMERITUS CORPORATION
,
|
|||
a Washington corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT HAZEL CREEK
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PRINCE
|
|||
WILLIAM, INC.,
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
LH ASSISTED LIVING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT HILLSBOROUGH,
|
|||
L.L.C.
, a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OCOEE, INC.,
|
|||
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PORT ORANGE,
|
|||
INC.
, a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT STAFFORD, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT VOORHEES, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WESTMINSTER,
|
|||
INC.
, a Maryland corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CY-FAIR
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT CY-FAIR, LLC
|
||||
a Delaware limited liability company,
|
|||||
its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT FRIENDSWOOD
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT FRIENDSWOOD,
|
||||
LLC, a Delaware limited liability
|
|||||
company, its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT ST. AUGUSTINE,
|
|||
LLC,
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT IRVING
|
|||
ASSOCIATES LP
, a Delaware limited
Partnership
|
|||||
By:
|
SUMMERVILLE AT IRVING, LLC,
|
||||
a Delaware limited liability company,
|
|||||
its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CHESTNUT HILL,
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE 9 LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CARROLLWOOD,
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT FOX RUN, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WEKIWA SPRINGS
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OAK PARK LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
THE ESTATES OF OAK RIDGE LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT OVIEDO LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
BROOKDALE SENIOR LIVING INC.,
|
|||
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP AUR1 CALIFORNIA A PACK,
|
|||
LLC
, a Delaware limited liability company
|
|||||
By:
|
HCP Partners, LP, a Delaware limited
|
||||
partnership, its member
|
|||||
By:
|
HCP MOB, Inc., a Delaware
|
||||
corporation, its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP EMOH, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP HAZEL CREEK, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA2 CALIFORNIA, LP,
|
|||
a Delaware limited partnership
|
|||||
HCP MA2 MASSACHUSETTS, LP,
|
|||||
a Delaware limited partnership
|
|||||
HCP MA2 OHIO, LP
, a Delaware limited
|
|||||
partnership
|
|||||
HCP MA2 OKLAHOMA, LP
,
|
|||||
a Delaware limited partnership
|
|||||
By: HCP MA2 GP Holding, LLC,
|
|||||
a Delaware limited liability company,
|
|||||
their general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA3 CALIFORNIA, LP,
|
|||
a Delaware limited partnership
|
|||||
HCP MA3 SOUTH CAROLINA, LP,
|
|||||
a Delaware limited partnership
|
|||||
HCP MA3 WASHINGTON, LP,
|
|||||
a Delaware limited partnership
|
|||||
By: HCP MA3 A Pack GP, LLC,
|
|||||
a Delaware limited liability company,
|
|||||
their general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP PARTNERS, LP
, a Delaware limited
|
|||
partnership
|
|||||
By: HCP MOB, Inc., a Delaware
|
|||||
corporation, its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SENIOR HOUSING PROPERTIES
|
|||
TRUST
, a Delaware statutory trust
|
|||||
By: HCP Senior Housing Properties, LLC, a
|
|||||
Delaware limited liability company, its
|
|||||
managing trustee
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP1 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP2 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP3 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH LASSEN HOUSE, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH MOUNTAIN LAUREL, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH MOUNTAIN VIEW, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH RIVER VALLEY LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH SELLWOOD LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP ST1 COLORADO, LP,
|
|||
a Delaware limited partnership
|
|||||
By: HCP ST1 Colorado GP, LLC,
|
|||||
Delaware limited liability company,
|
|||||
its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP, INC.,
|
|||
a Maryland corporation
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCPI TRUST,
|
|||
a Maryland real estate investment trust
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
WESTMINSTER HCP, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SPRINGTREE, LLC,
|
|||
HCP OCOEE, LLC,
|
|||||
HCP PORT ORANGE, LLC,
|
|||||
HCP BECKETT LAKE, LLC,
|
|||||
HCP ST. AUGUSTINE, LLC,
|
|||||
HCP CARROLLWOOD, LLC,
|
|||||
HCP OVIEDO, LLC,
|
|||||
HCP WEKIWA SPRINGS, LLC,
|
|||||
HCP OAK PARK, LLC,
|
|||||
HCP CY-FAIR, LLC,
|
|||||
HCP FRIENDSWOOD, LLC,
|
|||||
HCP IRVING, LLC
and
|
|||||
HCP EMFIN PROPERTIES, LLC,
|
|||||
each a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Signed, sealed and delivered in the presence of:
/s/ Edward D. Hillard
Name:
/s/ Carla Lockridge
Name: |
BROOKDALE SENIOR LIVING INC.
,
a Delaware corporation
By:
/s/ H. Todd Kaestner
Name: H. Todd Kaestner Title: Executive Vice President |
Facility Name
|
Facility Street Address
|
City
|
State
|
Zip
|
|
1.
|
Brookdale Fountaingrove
|
300 Fountaingrove Pkwy
|
Santa Rosa
|
CA
|
95403
|
2.
|
Brookdale Newnan
|
355 Milliard Farmer Industrial Blvd
|
Newnan
|
GA
|
30263
|
3.
|
Brookdale Lawrenceville
|
1000 River Centre Pl
|
Lawrenceville
|
GA
|
30043
|
4.
|
Brookdale S Lee Buford
|
4355 S Lee St
|
Buford
|
GA
|
30518
|
5.
|
Brookdale Lee Buford Cottages
|
4355 S Lee St
|
Buford
|
GA
|
30518
|
6.
|
Brookdale Murray
|
905 Glendale Rd
|
Murray
|
KY
|
42071
|
7.
|
Brookdale Marlton Crossing
|
1979 Rte 70 E
|
Cherry Hill
|
NJ
|
08003
|
8.
|
Brookdale Stayton
|
2201 3rd Ave
|
Stayton
|
OR
|
97383
|
9.
|
Brookdale Stayton Cottages
|
2201 3rd Ave
|
Stayton
|
OR
|
97383
|
10.
|
Brookdale Grayson View
|
29 Grayson View Ct
|
Selinsgrove
|
PA
|
17870
|
11.
|
Brookdale Franklin
|
910 Murfreesboro Rd
|
Franklin
|
TN
|
37064
|
12.
|
Brookdale Torbett
|
221 Torbett St
|
Richland
|
WA
|
99354
|
13.
|
Brookdale Montclair Poulsbo
|
1250 NE Lincoln Rd
|
Poulsbo
|
WA
|
98370
|
14.
|
Brookdale Westminster
|
45 Washington Road
|
Westminster
|
MD
|
21157
|
15.
|
Brookdale Sunrise
|
4201 Springtree Dr
|
Sunrise
|
FL
|
33351
|
16.
|
Brookdale Stafford
|
1275 Route 72 West
|
Manahawkin
|
NJ
|
08050
|
17.
|
Brookdale Friendswood
|
1310 Friendswood Drive South
|
Friendswood
|
TX
|
77546
|
18.
|
Brookdale Lexington
|
190 McSwain Dr
|
West Columbia
|
SC
|
29169
|
19.
|
Brookdale Moses Lake
|
8425 Aspi Blvd NE
|
Moses Lake
|
WA
|
98837
|
20.
|
Brookdale Palm Springs
|
1780 E Baristo Rd
|
Palm Springs
|
CA
|
92262
|
21.
|
Brookdale Park Place Tigard
|
8445 SW Hemlock
|
Portland
|
OR
|
97223
|
22.
|
Brookdale Rio Rancho
|
1000 Riverview Dr Se
|
Rio Rancho
|
NM
|
87124
|
23.
|
Brookdale Yreka
|
351 Bruce St
|
Yreka
|
CA
|
96097
|
24.
|
Brookdale Mtn Laurel Hebron
|
1177 Hebron Ave
|
Glastonbury
|
CT
|
06033
|
25.
|
Brookdale Hartwell
|
45 Walnut St
|
Hartwell
|
GA
|
30643
|
26.
|
Brookdale Canton
|
125 Riverstone Terrace
|
Canton
|
GA
|
30114
|
27.
|
Brookdale Orland Park
|
16051 S La Grange Rd
|
Orland Park
|
IL
|
60467
|
28.
|
Brookdale Oxford
|
100 Azalea Dr
|
Oxford
|
MS
|
38655
|
29.
|
Brookdale Churchill
|
140 Carriage Club Dr
|
Mooresville
|
NC
|
28117
|
30.
|
Brookdale Sellwood
|
8517 SE 17th Ave
|
Portland
|
OR
|
97202
|
31.
|
Brookdale River Vly Tualatin
|
19200 SW 65th Ave
|
Tualatin
|
OR
|
97062
|
32.
|
Brookdale Rock Springs
|
640 Rock Springs Rd
|
Kingsport
|
TN
|
37664
|
33.
|
Brookdale Eden Estates
|
1997 Forest Ridge Dr
|
Bedford
|
TX
|
76021
|
34.
|
Brookdale Maplewood
|
1000 Maplewood Dr
|
Bridgeport
|
WV
|
26330
|
35.
|
Brookdale Fisher's Landing
|
17171 Southeast 22nd Dr
|
Vancouver
|
WA
|
98683
|
36.
|
Brookdale Brentmoor Minot
|
3515 10th St SW
|
Minot
|
ND
|
58701
|
37.
|
Brookdale Rose Vly Cottages
|
33800 SW Fredrick St
|
Scappoose
|
OR
|
97056
|
38.
|
Brookdale Rose Vly Scappoose
|
33800 SE Frederick St
|
Scappoose
|
OR
|
97056
|
39.
|
Hillside Campus
|
300 NW Hillside Parkway
|
McMinnville
|
OR
|
97128
|
40.
|
Brookdale Sugarland Ridge
|
1551 Sugarland Dr
|
Sheridan
|
WY
|
82801
|
41.
|
Brookdale Yorktowne
|
1675 Dunlawton Avenue
|
Port Orange
|
FL
|
32127
|
42.
|
Brookdale St Augustine
|
150 Mariner Health Way
|
St. Augustine
|
FL
|
32086
|
43.
|
Brookdale Voorhees
|
1301 Laurel Oak Road
|
Voorhees
|
NJ
|
08043
|
44.
|
Brookdale Chestnut Lane
|
1219 NE 6th St
|
Gresham
|
OR
|
97030
|
45.
|
Brookdale Cheyenne
|
6031 Cheyenne Ave
|
Las Vegas
|
NV
|
89108
|
46.
|
Brookdale Clearlake
|
14789 Burns Valley Rd
|
Clearlake
|
CA
|
95422
|
47.
|
Brookdale Country Club - AL
|
2725 N Pennsylvania Ave
|
Roswell
|
NM
|
88201
|
48.
|
Brookdale Florence
|
1938 Mountain Laurel Ct
|
Florence
|
SC
|
29505
|
49.
|
Brookdale Fortuna
|
2401 Redwood Way
|
Fortuna
|
CA
|
95540
|
50.
|
Brookdale Fortuna IL
|
2401 Redwood Way
|
Fortuna
|
CA
|
95540
|
51.
|
Emeritus Park Avenue Estates
|
1811 Ridgeway Dr
|
Lexington
|
NE
|
68850
|
52.
|
Brookdale Northridge
|
17650 Devonshire St
|
Northridge
|
CA
|
91325
|
53.
|
Brookdale Plymouth Beach
|
97 Warren Ave
|
Plymouth
|
MA
|
02360
|
54.
|
Brookdale Statesman Club
|
10401 Vineyard Blvd
|
Oklahoma City
|
OK
|
73120
|
55.
|
Brookdale Roseburg
|
3400 NW Edenbower
|
Roseburg
|
OR
|
97470
|
56.
|
Brookdale Redmond
|
1942 SW Canyon Dr
|
Redmond
|
OR
|
97756
|
57.
|
Brookdale Newberg
|
3802 Hayes Street
|
Newberg
|
OR
|
97132
|
58.
|
Brookdale Oswego Springs
|
11552 Lesser Rd
|
Portland
|
OR
|
97219
|
59.
|
Brookdale Northshore
|
401 Northshore Blvd
|
Portland
|
TX
|
78374
|
60.
|
Brookdale Lake Ridge
|
3940 Prince William Parkway
|
Woodbridge
|
VA
|
22192
|
61.
|
Brookdale Chesterley AL
|
1100 N 35th Ave
|
Yakima
|
WA
|
98902
|
62.
|
Brookdale Chesterley MC
|
1100 N 35th Ave
|
Yakima
|
WA
|
98902
|
63.
|
Brookdale Kenmore
|
7221 NE 182nd St
|
Kenmore
|
WA
|
98028
|
64.
|
Brookdale Stonebridge
|
7900 NE Vancouver Mall Dr.
|
Vancouver
|
WA
|
98662
|
65.
|
Brookdale Willows Sherman
|
3410 Post Oak Crossing
|
Sherman
|
TX
|
75092
|
66.
|
Brookdale Medi Park W
|
7404 Wallace Blvd
|
Amarillo
|
TX
|
79106
|
67.
|
Brookdale Sterling
|
46555 Harry Byrd Hwy
|
Sterling
|
VA
|
20164
|
68.
|
Brookdale Bellevue
|
15241 NE 20th St
|
Bellevue
|
WA
|
98007
|
69.
|
Brookdale College Place
|
550 E Whitman
|
College Place
|
WA
|
99324
|
70.
|
Brookdale Marietta
|
150 Browns Road
|
Marietta
|
OH
|
45750
|
71.
|
Brookdale Cy-Fair
|
11500 Fallbrook Drive
|
Houston
|
TX
|
77065
|
72.
|
Brookdale Hillsborough
|
600 Auten Road
|
Hillsborough
|
NJ
|
08844
|
73.
|
Brookdale Litchfield Hills
|
376 Goshen Road
|
Torrington
|
CT
|
06790
|
74.
|
Brookdale Wekiwa Springs
|
203 South Wekiwa Springs Road
|
Apopka
|
FL
|
32703
|
75.
|
Brookdale Cordova
|
1535 Appling Care Ln
|
Cordova
|
TN
|
38016
|
76.
|
Brookdale Country Club - IL
|
2801 North Kentucky Ave
|
Roswell
|
NM
|
88201
|
77.
|
Brookdale Englewood Heights
|
3710 Kern Rd
|
Yakima
|
WA
|
98902
|
78.
|
Brookdale Madison N
|
1601 Wheeler Rd
|
Madison
|
WI
|
53704
|
79.
|
Brookdale S Hill
|
3708 East 57th Ave
|
Spokane
|
WA
|
99223
|
Facility Name
|
Facility Street Address
|
City
|
State
|
Zip
|
|
1.
|
Brookdale Yorba Linda
|
17803 Imperial Highway
|
Yorba Linda
|
CA
|
92886
|
2.
|
Brookdale San Dimas
|
1740 San Dimas Avenue
|
San Dimas
|
CA
|
91773
|
3.
|
Brookdale Orangevale
|
6125 Hazel Avenue
|
Orangevale
|
CA
|
95662
|
4.
|
Brookdale Red Bluff
|
705 Luther Road
|
Red Bluff
|
CA
|
96080
|
5.
|
Brookdale Roslyn
|
2500 South Roslyn Street
|
Denver
|
CO
|
80231
|
6.
|
Brookdale Green Mountain
|
12791 West Alameda Parkway
|
Lakewood
|
CO
|
80228
|
7.
|
Brookdale Sunrise Creek
|
1968 Sunrise Drive
|
Montrose
|
CO
|
81401
|
8.
|
Brookdale Highline
|
1640 South Quebec Way
|
Denver
|
CO
|
80231
|
9.
|
Brookdale Buckingham
|
1824 Manchester Road
|
Glastonbury
|
CT
|
06033
|
10.
|
Brookdale Beckett Lake
|
2155 Montclair Road
|
Clearwater
|
FL
|
33763
|
11.
|
Brookdale Carrollwood
|
13550 S. Village Drive
|
Tampa
|
FL
|
33618
|
12.
|
Brookdale Ocoee
|
80 North Clarke Road
|
Ocoee
|
FL
|
34761
|
13.
|
Brookdale Northdale
|
3401 West Bearss Avenue
|
Tampa
|
FL
|
33618
|
14.
|
Brookdale Oviedo
|
1725 Pine Bark Point
|
Oviedo
|
FL
|
32765
|
15.
|
Brookdale Clermont
|
650 East Minnehaha Avenue
|
Clermont
|
FL
|
34711
|
16.
|
Brookdale Neese Rd Woodstock
|
756 Neese Road
|
Woodstock
|
GA
|
30188
|
17.
|
Brookdale Sweetwater Creek
|
1600 Lee Road
|
Lithia Springs
|
GA
|
30122
|
18.
|
Brookdale Woodstock
|
1000 Professional Way
|
Woodstock
|
GA
|
30188
|
19.
|
Brookdale Macon
|
250 Water Tower Court
|
Macon
|
GA
|
31210
|
20.
|
Brookdale Paducah
|
2121 New Holt Road
|
Paducah
|
KY
|
42001
|
21.
|
Brookdale Champlin
|
119 East Hayden Lake Road
|
Champlin
|
MN
|
55316
|
22.
|
Brookdale St Peters
|
363 Jungermann Road
|
St Peters
|
MO
|
63376
|
23.
|
Brookdale Great Falls
|
1104 Sixth Avenue N
|
Great Falls
|
MT
|
59401
|
24.
|
Brookdale Kearney Northridge
|
5410 17
th
Avenue
|
Kearney
|
NE
|
68845
|
25.
|
Brookdale Seward Heartland Park
|
500 Heartland Park Drive
|
Seward
|
NE
|
68434
|
26.
|
Brookdale McCook
|
1500 East 11
th
Street
|
McCook
|
NE
|
69001
|
27.
|
Brookdale Wayne
|
1500 Vintage Hill Drive
|
Wayne
|
NE
|
68787
|
28.
|
Brookdale Chestnut Hill
|
5055 Thompson Road
|
Columbus
|
OH
|
43230
|
29.
|
Brookdale Willoughby
|
35300 Kaiser Court
|
Willoughby
|
OH
|
44094
|
30.
|
Brookdale Fox Run
|
7800 Dayton Springfield Road
|
Fairborn
|
OH
|
45324
|
31.
|
Brookdale Tulsa Midtown
|
5211 South Lewis Avenue
|
Tulsa
|
OK
|
74105
|
32.
|
Brookdale Cedar Ridge
|
10107 S Garnett Road
|
Broken Arrow
|
OK
|
74011
|
33.
|
Brookdale Tahlequah Heritage
|
1380 N Heritage Lane
|
Tahlequah
|
OK
|
74464
|
34.
|
Brookdale Muskogee
|
3211 Chandler Road
|
Muskogee
|
OK
|
74403
|
35.
|
Brookdale Briarwood
|
4865 Main Street
|
Springfield
|
OR
|
97478
|
36.
|
Brookdale Ashland
|
548 N Main Street
|
Ashland
|
OR
|
97520
|
37.
|
Brookdale Lebanon
|
181 South 5
th
Street
|
Lebanon
|
OR
|
97355
|
38.
|
Brookdale Eagle Point
|
261 Loto Street
|
Eagle Point
|
OR
|
97524
|
39.
|
Brookdale Eugene Alpine Court
|
3720 N Clarey Street
|
Eugene
|
OR
|
97402
|
40.
|
Brookdale Alpine Springs
|
3760 N Clarey Street
|
Eugene
|
OR
|
97402
|
41.
|
Brookdale Monmouth
|
504 Gwinn Street E
|
Monmouth
|
OR
|
97361
|
42.
|
Brookdale Springfield Woodside
|
4851 Main Street
|
Springfield
|
OR
|
97478
|
43.
|
Brookdale Monmouth Cottages
|
504 Gwinn Street E
|
Monmouth
|
OR
|
97361
|
44.
|
Brookdale Greenville
|
1306 Pelham Road
|
Greenville
|
SC
|
29615
|
45.
|
Brookdale Chandler Place
|
745 Dilworth Lane
|
Rock Hill
|
SC
|
29732
|
46.
|
Brookdale Hilton Head
|
15 Main Street
|
Hilton Head Island
|
SC
|
29926
|
47.
|
Brookdale Spring Arbor
|
1800 India Hook Road
|
Rock Hill
|
SC
|
29732
|
48.
|
Brookdale Hawthorne Park
|
20 Hawthorne Park Court
|
Greenville
|
SC
|
29615
|
49.
|
Brookdale Hilton Head Village
|
80 Main Street
|
Hilton Head Island
|
SC
|
29926
|
50.
|
Brookdale Hilton Head Court
|
48 Main Street
|
Hilton Head Island
|
SC
|
29926
|
51.
|
Brookdale Oak Ridge
|
734 Emory Valley Road
|
Oak Ridge
|
TN
|
37830
|
52.
|
Brookdale Bellevue TN
|
8188B Sawyer Brown Road
|
Nashville
|
TN
|
37221
|
53.
|
Brookdale Irving
|
820 N. Britain Road
|
Irving
|
TX
|
75061
|
54.
|
Brookdale Ellington Field
|
14101 Bay Pointe Court
|
Houston
|
TX
|
77062
|
55.
|
Brookdale Holiday Lane Estates
|
6155 Holiday Lane
|
N Richland Hills
|
TX
|
76180
|
56.
|
Brookdale Cedar City
|
995 S Regency Road
|
Cedar City
|
UT
|
84720
|
57.
|
Brookdale Absaroka
|
2401 Cougar Avenue
|
Cody
|
WY
|
82414
|
EXHIBIT A-1
|
(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)
|
|
Allocated
|
||||||||||
Initial
|
|||||||||||
Total
|
Lease Term
|
Investment
|
|||||||||
HCP #
|
Previous Facility Name
|
New Facility Name
|
Address
|
City
|
State
|
Units
|
Primary Intended Use
|
Initial*
|
1st Extension
|
2nd Extension
|
(in $ millions)
|
1167
|
Santa Rosa, Emeritus at
|
Brookdale Fountaingrove
|
300 Fountaingrove Pkwy
|
Santa Rosa
|
CA
|
161
|
92-unit assisted living care, 24-unit Alzheimer's care, 45-unit skilled nursing facility, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
2086
|
Newnan, Emeritus at
|
Brookdale Newnan
|
355 Milliard Farmer Industrial Blvd
|
Newnan
|
GA
|
53
|
32-unit independent living care, 21-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
8 Years
|
$[***]
|
2066
|
Courtyard Gardens, Emeritus at
|
Brookdale Lawrenceville
|
1000 River Centre Pl
|
Lawrenceville
|
GA
|
48
|
36-unit assisted living care, 12-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
8 Years
|
$[***]
|
2108
|
Lake Springs, Emeritus at
|
Brookdale S Lee Buford
|
4355 S Lee St
|
Buford
|
GA
|
48
|
32-unit assisted living care, 16-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
8 Years
|
$[***]
|
2109
|
Lake Springs Cottages, Emeritus at
|
Brookdale Lee Buford Cottages
|
4355 S Lee St
|
Buford
|
GA
|
24
|
24-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
8 Years
|
$[***]
|
2115
|
Murray, Emeritus at
|
Brookdale Murray
|
905 Glendale Rd
|
Murray
|
KY
|
84
|
84-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
1599
|
Marlton Crossing, Emeritus at
|
Brookdale Marlton Crossing
|
1979 Rte 70 E
|
Cherry Hill
|
NJ
|
109
|
87-unit assisted living care, 22-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
8 Years
|
$[***]
|
2058
|
Lakeside
|
Brookdale Stayton
|
2201 3rd Ave
|
Stayton
|
OR
|
62
|
62-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
2056
|
Lakeside Cottages
|
Brookdale Stayton Cottages
|
2201 3rd Ave
|
Stayton
|
OR
|
12
|
12-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
2063
|
Grayson View, Emeritus at
|
Brookdale Grayson View
|
29 Grayson View Ct
|
Selinsgrove
|
PA
|
81
|
2-unit independent living care, 71-unit assisted living care, 8-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
2060
|
Legacy Crossing, Emeritus at
|
Brookdale Franklin
|
910 Murfreesboro Rd
|
Franklin
|
TN
|
124
|
124-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
2102
|
Quail Hollow
|
Brookdale Torbett
|
221 Torbett St
|
Richland
|
WA
|
36
|
36-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2028
|
10 Years
|
10 Years and 11 Months
|
$[***]
|
EXHIBIT A-1.1
|
||||
Initial Allocated Minimum Rent - Pool 1
|
||||
Initial
|
2016 Allocated
|
Subsequent
|
||
Allocated
|
Special
|
Special
|
||
HCP #
|
Facility Name
|
Minimum Rent
|
Rent Credit
|
Rent Credit
|
1167
|
Brookdale Fountaingrove
|
$[***]
|
$[***]
|
$[***]
|
2086
|
Brookdale Newnan
|
[***]
|
[***]
|
[***]
|
2066
|
Brookdale Lawrenceville
|
[***]
|
[***]
|
[***]
|
2108
|
Brookdale S Lee Buford
|
[***]
|
[***]
|
[***]
|
2109
|
Brookdale Lee Buford Cottages
|
[***]
|
[***]
|
[***]
|
2115
|
Brookdale Murray
|
[***]
|
[***]
|
[***]
|
1599
|
Brookdale Marlton Crossing
|
[***]
|
[***]
|
[***]
|
2058
|
Brookdale Stayton
|
[***]
|
[***]
|
[***]
|
2056
|
Brookdale Stayton Cottages
|
[***]
|
[***]
|
[***]
|
2063
|
Brookdale Grayson View
|
[***]
|
[***]
|
[***]
|
2060
|
Brookdale Franklin
|
[***]
|
[***]
|
[***]
|
2102
|
Brookdale Torbett
|
[***]
|
[***]
|
[***]
|
2096
|
Brookdale Montclair Poulsbo
|
[***]
|
[***]
|
[***]
|
0281
|
Brookdale Westminster
|
[***]
|
[***]
|
[***]
|
2194
|
Brookdale Sunrise
|
[***]
|
[***]
|
[***]
|
0733
|
Brookdale Stafford
|
[***]
|
[***]
|
[***]
|
0506
|
Brookdale Friendswood
|
[***]
|
[***]
|
[***]
|
2067
|
Brookdale Lexington
|
[***]
|
[***]
|
[***]
|
2141
|
Brookdale Moses Lake
|
[***]
|
[***]
|
[***]
|
1168
|
Brookdale Palm Springs
|
[***]
|
[***]
|
[***]
|
2151
|
Brookdale Park Place Tigard
|
[***]
|
[***]
|
[***]
|
2161
|
Brookdale Rio Rancho
|
[***]
|
[***]
|
[***]
|
2055
|
Brookdale Yreka
|
[***]
|
[***]
|
[***]
|
Total Lease Pool 1 (23 Properties)
|
$[***]
|
$[***]
|
$[***]
|
EXHIBIT A-2
|
|||||||||||
(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)
|
|||||||||||
Allocated
|
|||||||||||
Initial
|
|||||||||||
Total
|
Lease Term
|
Investment
|
|||||||||
HCP #
|
Previous Facility Name
|
New Facility Name
|
Address
|
City
|
State
|
Units
|
Primary Intended Use
|
Initial*
|
1st Extension
|
2nd Extension
|
(in $ millions)
|
2144
|
Mountain Laurel, Emeritus at
|
Brookdale Mtn Laurel Hebron
|
1177 Hebron Ave
|
Glastonbury
|
CT
|
81
|
62-unit assisted living care, 19-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2165
|
Lake Pointe, Emeritus at
|
Brookdale Hartwell
|
45 Walnut St
|
Hartwell
|
GA
|
34
|
21-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
3 Years
|
$[***]
|
2053
|
Riverstone, Emeritus at
|
Brookdale Canton
|
125 Riverstone Terrace
|
Canton
|
GA
|
93
|
65-unit assisted living care, 28-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
1162
|
Orland Park, Emeritus at
|
Brookdale Orland Park
|
16051 S La Grange Rd
|
Orland Park
|
IL
|
104
|
80-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2074
|
Oxford, Emeritus at
|
Brookdale Oxford
|
100 Azalea Dr
|
Oxford
|
MS
|
80
|
80-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2126
|
Churchill, Emeritus at
|
Brookdale Churchill
|
140 Carriage Club Dr
|
Mooresville
|
NC
|
135
|
29-unit independent living care, 86-unit assisted living care, 20-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2171
|
Sellwood, Emeritus at
|
Brookdale Sellwood
|
8517 SE 17th Ave
|
Portland
|
OR
|
89
|
89-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2088
|
River Valley, Emeritus at
|
Brookdale River Vly Tualatin
|
19200 SW 65th Ave
|
Tualatin
|
OR
|
117
|
104-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2073
|
Remington House, Emeritus at
|
Brookdale Rock Springs
|
640 Rock Springs Rd
|
Kingsport
|
TN
|
50
|
50-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2075
|
Eden Estates, Emeritus at
|
Brookdale Eden Estates
|
1997 Forest Ridge Dr
|
Bedford
|
TX
|
126
|
61-unit independent living care, 65-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2117
|
Maplewood, Emeritus at
|
Brookdale Maplewood
|
1000 Maplewood Dr
|
Bridgeport
|
WV
|
127
|
83-unit independent living care, 44-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2061
|
Fisher's Landing, Emeritus at
|
Brookdale Fisher's Landing
|
17171 Southeast 22nd Dr
|
Vancouver
|
WA
|
75
|
75-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2127
|
Brentmoor, Emeritus at
|
Brookdale Brentmoor Minot
|
3515 10th St SW
|
Minot
|
ND
|
85
|
85-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2134
|
Rose Valley Cottages, Emeritus at
|
Brookdale Rose Vly Cottages
|
33800 SW Fredrick St
|
Scappoose
|
OR
|
15
|
15-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2153
|
Rose Valley, Emeritus at
|
Brookdale Rose Vly Scappoose
|
33800 SE Frederick St
|
Scappoose
|
OR
|
64
|
64-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2152
|
Hillside
|
Hillside Campus
|
300 Nw Hillside Park Way
|
Mcminnville
|
OR
|
307
|
202-unit independent living care, 65-unit assisted living care, 20-unit Alzheimer's care, 20-unit skilled nursing facility, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2148
|
Sugarland Ridge, Emeritus at
|
Brookdale Sugarland Ridge
|
1551 Sugarland Dr
|
Sheridan
|
WY
|
67
|
12-unit independent living care, 55-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
0732
|
Port Orange, Emeritus at
|
Brookdale Yorktowne
|
1675 Dunlawton Avenue
|
Port Orange
|
FL
|
85
|
72-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
7 Years
|
$[***]
|
0802
|
St. Augustine, Emeritus at
|
Brookdale St Augustine
|
150 Mariner Health Way
|
St. Augustine
|
FL
|
89
|
72-unit assisted living care, 17-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
7 Years
|
$[***]
|
0245
|
Voorhees, Emeritus at
|
Brookdale Voorhees
|
1301 Laurel Oak Road
|
Voorhees
|
NJ
|
77
|
66-unit assisted living care, 11-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2139
|
Chestnut Lane
|
Brookdale Chestnut Lane
|
1219 NE 6th St
|
Gresham
|
OR
|
70
|
70-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2110
|
Plaza, Emeritus at The
|
Brookdale Cheyenne
|
6031 Cheyenne Ave
|
Las Vegas
|
NV
|
152
|
34-unit independent living care, 118-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2092
|
Orchard Park, Emeritus at
|
Brookdale Clearlake
|
14789 Burns Valley Rd
|
Clearlake
|
CA
|
41
|
33-unit assisted living care, 8-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2121
|
La Villa, Emeritus at
|
Brookdale Country Club - AL
|
2725 N Pennsylvania Ave
|
Roswell
|
NM
|
92
|
12-unit independent living care, 67-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2154
|
Laurel Gardens, Emeritus at
|
Brookdale Florence
|
1938 Mountain Laurel Ct
|
Florence
|
SC
|
61
|
51-unit assisted living care, 10-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2079
|
Sequoia Springs, Emeritus at
|
Brookdale Fortuna
|
2401 Redwood Way
|
Fortuna
|
CA
|
72
|
62-unit assisted living care, 10-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2054
|
Sequoia Springs Cottages, Emeritus at
|
Brookdale Fortuna IL
|
2401 Redwood Way
|
Fortuna
|
CA
|
20
|
20-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
9 Years and 11 Months
|
$[***]
|
2169
|
Park Avenue Estates, Emeritus at
|
Emeritus Park Avenue Estates
|
1811 Ridgeway Dr
|
Lexington
|
NE
|
76
|
23-unit independent living care, 53-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2029
|
10 Years
|
7 Years
|
$[***]
|
Total Lease Pool 2 (28 Properties)
|
|
|
|
|
2,484
|
|
|
|
|
$[***]
|
Note: The initial and renewal terms set forth in the exhibits for any facility shall in no event exceed 80% of the estimated useful life of such facility (as determined as of the date of the lease)
|
EXHIBIT A-2.1
|
||||
Initial Allocated Minimum Rent - Pool 2
|
||||
Initial
|
2016 Allocated
|
Subsequent
|
||
Allocated
|
Special
|
Special
|
||
HCP #
|
Facility Name
|
Minimum Rent
|
Rent Credit
|
Rent Credit
|
2144
|
Brookdale Mtn Laurel Hebron
|
$[***]
|
$[***]
|
$[***]
|
2165
|
Brookdale Hartwell
|
[***]
|
[***]
|
[***]
|
2053
|
Brookdale Canton
|
[***]
|
[***]
|
[***]
|
1162
|
Brookdale Orland Park
|
[***]
|
[***]
|
[***]
|
2074
|
Brookdale Oxford
|
[***]
|
[***]
|
[***]
|
2126
|
Brookdale Churchill
|
[***]
|
[***]
|
[***]
|
2171
|
Brookdale Sellwood
|
[***]
|
[***]
|
[***]
|
2088
|
Brookdale River Vly Tualatin
|
[***]
|
[***]
|
[***]
|
2073
|
Brookdale Rock Springs
|
[***]
|
[***]
|
[***]
|
2075
|
Brookdale Eden Estates
|
[***]
|
[***]
|
[***]
|
2117
|
Brookdale Maplewood
|
[***]
|
[***]
|
[***]
|
2061
|
Brookdale Fisher's Landing
|
[***]
|
[***]
|
[***]
|
2127
|
Brookdale Brentmoor Minot
|
[***]
|
[***]
|
[***]
|
2134
|
Brookdale Rose Vly Cottages
|
[***]
|
[***]
|
[***]
|
2153
|
Brookdale Rose Vly Scappoose
|
[***]
|
[***]
|
[***]
|
2152
|
Hillside Campus
|
[***]
|
[***]
|
[***]
|
2148
|
Brookdale Sugarland Ridge
|
[***]
|
[***]
|
[***]
|
0732
|
Brookdale Yorktowne
|
[***]
|
[***]
|
[***]
|
0802
|
Brookdale St Augustine
|
[***]
|
[***]
|
[***]
|
0245
|
Brookdale Voorhees
|
[***]
|
[***]
|
[***]
|
2139
|
Brookdale Chestnut Lane
|
[***]
|
[***]
|
[***]
|
2110
|
Brookdale Cheyenne
|
[***]
|
[***]
|
[***]
|
2092
|
Brookdale Clearlake
|
[***]
|
[***]
|
[***]
|
2121
|
Brookdale Country Club - AL
|
[***]
|
[***]
|
[***]
|
2154
|
Brookdale Florence
|
[***]
|
[***]
|
[***]
|
2079
|
Brookdale Fortuna
|
[***]
|
[***]
|
[***]
|
2054
|
Brookdale Fortuna IL
|
[***]
|
[***]
|
[***]
|
2169
|
Emeritus Park Avenue Estates
|
[***]
|
[***]
|
[***]
|
Total Lease Pool 2 (28 Properties)
|
$[***]
|
$[***]
|
$[***]
|
EXHIBIT A-3
|
|||||||||||
(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)
|
|||||||||||
|
Allocated
|
||||||||||
Initial
|
|||||||||||
Lease Term
|
Investment
|
||||||||||
HCP #
|
Previous Facility Name
|
New Facility Name
|
Address
|
City
|
State
|
Units
|
Primary Intended Use
|
Initial*
|
1st Extension
|
2nd Extension
|
(in $ millions)
|
1165
|
Northridge, Emeritus at
|
Brookdale Northridge
|
17650 Devonshire St
|
Northridge
|
CA
|
159
|
90-unit assisted living care, 24-unit Alzheimer's care, 45-unit skilled nursing facility, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
1158
|
Plymouth Beach, Emeritus at
|
Brookdale Plymouth Beach
|
97 Warren Ave
|
Plymouth
|
MA
|
87
|
58-unit assisted living care, 29-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
6 Years
|
$[***]
|
2083
|
Statesman Club, Emeritus at
|
Brookdale Statesman Club
|
10401 Vineyard Blvd
|
Oklahoma City
|
OK
|
137
|
137-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2084
|
Manor House, Emeritus at
|
Brookdale Roseburg
|
3400 NW Edenbower
|
Roseburg
|
OR
|
56
|
56-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2050
|
Cougar Springs, Emeritus at
|
Brookdale Redmond
|
1942 SW Canyon Dr
|
Redmond
|
OR
|
88
|
2-unit independent living care, 62-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2089
|
Chehalem Springs, Emeritus at
|
Brookdale Newberg
|
3802 Hayes Street
|
Newberg
|
OR
|
107
|
24-unit independent living care, 83-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2133
|
Oswego Springs, Emeritus at
|
Brookdale Oswego Springs
|
11552 Lesser Rd
|
Portland
|
OR
|
68
|
68-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2162
|
Carriage Inn, Emeritus at
|
Brookdale Northshore
|
401 Northshore Blvd
|
Portland
|
TX
|
110
|
110-unit independent living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
0225
|
Lake Ridge, Emeritus at
|
Brookdale Lake Ridge
|
3940 Prince William Parkway
|
Woodbridge
|
VA
|
79
|
55-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2052
|
Chesterley Meadows
|
Brookdale Chesterley AL
|
1100 N 35th Ave
|
Yakima
|
WA
|
70
|
70-unit assisted living care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2078
|
Chesterley Court
|
Brookdale Chesterley MC
|
1100 N 35th Ave
|
Yakima
|
WA
|
14
|
14-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2160
|
Spring Estates, Emeritus at
|
Brookdale Kenmore
|
7221 NE 182nd St
|
Kenmore
|
WA
|
85
|
72-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
2062
|
Stonebridge
|
Brookdale Stonebridge
|
7900 NE Vancouver Mall Dr
|
Vancouver
|
WA
|
60
|
60-unit Alzheimer's care, and such other uses necessary or incidental to such use
|
Exp. Aug 31, 2030
|
10 Years
|
8 Years and 11 Months
|
$[***]
|
EXHIBIT A-3.1
|
||||
Initial Allocated Minimum Rent - Pool 3
|
||||
Initial
|
2016 Allocated
|
Subsequent
|
||
Allocated
|
Special
|
Special
|
||
HCP #
|
Facility Name
|
Minimum Rent
|
Rent Credit
|
Rent Credit
|
1165
|
Brookdale Northridge
|
$[***]
|
$[***]
|
$[***]
|
1158
|
Brookdale Plymouth Beach
|
[***]
|
[***]
|
[***]
|
2083
|
Brookdale Statesman Club
|
[***]
|
[***]
|
[***]
|
2084
|
Brookdale Roseburg
|
[***]
|
[***]
|
[***]
|
2050
|
Brookdale Redmond
|
[***]
|
[***]
|
[***]
|
2089
|
Brookdale Newberg
|
[***]
|
[***]
|
[***]
|
2133
|
Brookdale Oswego Springs
|
[***]
|
[***]
|
[***]
|
2162
|
Brookdale Northshore
|
[***]
|
[***]
|
[***]
|
0225
|
Brookdale Lake Ridge
|
[***]
|
[***]
|
[***]
|
2052
|
Brookdale Chesterley AL
|
[***]
|
[***]
|
[***]
|
2078
|
Brookdale Chesterley MC
|
[***]
|
[***]
|
[***]
|
2160
|
Brookdale Kenmore
|
[***]
|
[***]
|
[***]
|
2062
|
Brookdale Stonebridge
|
[***]
|
[***]
|
[***]
|
2116
|
Brookdale Willows Sherman
|
[***]
|
[***]
|
[***]
|
2107
|
Brookdale Medi Park W
|
[***]
|
[***]
|
[***]
|
2077
|
Brookdale Sterling
|
[***]
|
[***]
|
[***]
|
1173
|
Brookdale Bellevue
|
[***]
|
[***]
|
[***]
|
2095
|
Brookdale College Place
|
[***]
|
[***]
|
[***]
|
1386
|
Brookdale Marietta
|
[***]
|
[***]
|
[***]
|
0217
|
Brookdale Cy-Fair
|
[***]
|
[***]
|
[***]
|
0734
|
Brookdale Hillsborough
|
[***]
|
[***]
|
[***]
|
0730
|
Brookdale Litchfield Hills
|
[***]
|
[***]
|
[***]
|
0861
|
Brookdale Wekiwa Springs
|
[***]
|
[***]
|
[***]
|
2132
|
Brookdale Cordova
|
[***]
|
[***]
|
[***]
|
2150
|
Brookdale Country Club - IL
|
[***]
|
[***]
|
[***]
|
2114
|
Brookdale Englewood Heights
|
[***]
|
[***]
|
[***]
|
2170
|
Brookdale Madison N
|
[***]
|
[***]
|
[***]
|
2097
|
Brookdale S Hill
|
[***]
|
[***]
|
[***]
|
Total Lease Pool 3 (28 Properties)
|
$[***]
|
$[***]
|
$[***]
|
Witness:
|
/s/ Edward D. Hillard
|
EMERITUS CORPORATION
,
|
|||
a Washington corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PRINCE
|
|||
WILLIAM, INC.,
a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
LH ASSISTED LIVING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT HILLSBOROUGH,
|
|||
L.L.C.
, a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT PORT ORANGE,
|
|||
INC.
, a Delaware corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT STAFFORD, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT VOORHEES, L.L.C.,
|
|||
a New Jersey limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WESTMINSTER,
|
|||
INC.
, a Maryland corporation
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT CY-FAIR
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT CY-FAIR, LLC
|
||||
a Delaware limited liability company,
|
|||||
its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT FRIENDSWOOD
|
|||
ASSOCIATES, L.P.
, a Delaware limited
partnership
|
|||||
By:
|
SUMMERVILLE AT FRIENDSWOOD,
|
||||
LLC, a Delaware limited liability
|
|||||
company, its General Partner
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT ST. AUGUSTINE,
|
|||
LLC,
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Edward D. Hillard
|
SUMMERVILLE AT WEKIWA SPRINGS
|
|||
LLC
, a Delaware limited liability company
|
|||||
Witness:
|
/s/ Carla Lockridge
|
By:
|
/s/ H. Todd Kaestner
|
||
Name: H. Todd Kaestner
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP EMOH, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA2 MASSACHUSETTS, LP,
|
|||
a Delaware limited partnership
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP MA3 CALIFORNIA, LP,
|
|||
a Delaware limited partnership
|
|||||
HCP MA3 WASHINGTON, LP,
|
|||||
a Delaware limited partnership
|
|||||
By: HCP MA3 A Pack GP, LLC,
|
|||||
a Delaware limited liability company,
|
|||||
their general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP PARTNERS, LP
, a Delaware limited
|
|||
partnership
|
|||||
By: HCP MOB, Inc., a Delaware
|
|||||
corporation, its general partner
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SENIOR HOUSING PROPERTIES
|
|||
TRUST
, a Delaware statutory trust
|
|||||
By: HCP Senior Housing Properties, LLC, a
|
|||||
Delaware limited liability company, its
|
|||||
managing trustee
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP1 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP2 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH ELP3 PROPERTIES, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH MOUNTAIN LAUREL, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH RIVER VALLEY LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SH SELLWOOD LANDING, LLC,
|
|||
a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP, INC.,
|
|||
a Maryland corporation
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCPI TRUST,
|
|||
a Maryland real estate investment trust
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
WESTMINSTER HCP, LLC,
|
|||||
a Delaware limited liability company
|
|||||||
By:
|
HCPI/TENNESSEE, LLC,
|
||||||
a Delaware limited liability company,
|
|||||||
its sole member
|
|||||||
By: HCP, INC.,
|
|||||||
a Maryland corporation,
|
|||||||
its managing member
|
|||||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||||
Name: Kendall K. Young
|
|||||||
Title: Executive Vice President
|
Witness:
|
/s/ Darrin Smith
|
HCP SPRINGTREE, LLC,
|
|||
HCP PORT ORANGE, LLC,
|
|||||
HCP ST. AUGUSTINE, LLC,
|
|||||
HCP WEKIWA SPRINGS, LLC,
|
|||||
HCP CY-FAIR, LLC,
|
|||||
HCP FRIENDSWOOD, LLC,
|
|||||
HCP EMFIN PROPERTIES, LLC,
|
|||||
each a Delaware limited liability company
|
|||||
Witness:
|
/s/ Natasha Valle
|
By:
|
/s/ Kendall K. Young
|
||
Name: Kendall K. Young
|
|||||
Title: Executive Vice President
|
Signed, sealed and delivered in the presence of:
|
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation
|
|||
/s/ Edward H. Hillard
|
||||
Name:
|
||||
By:
|
/s/ H. Todd Kaestner
|
|||
/s/ Carla Lockridge
|
Name: H. Todd Kaestner
|
|||
Name:
|
Title: Executive Vice President
|
BROOKDALE SENIOR LIVING INC.
|
||||
By:
|
/s/ T. Andrew Smith
|
|||
Name:
|
T. Andrew Smith
|
|||
Title:
|
President and Chief Executive Officer
|
|||
Daniel A. Decker
|
||||
/s/ Daniel A. Decker
|
||||
Participant
|
BROOKDALE SENIOR LIVING INC.
|
||||
By:
|
/s/ T. Andrew Smith
|
|||
Name:
|
T. Andrew Smith
|
|||
Title:
|
President and Chief Executive Officer
|
|||
Daniel A. Decker
|
||||
/s/ Daniel A. Decker
|
||||
Participant
|
Sincerely,
|
||||
Brookdale Senior Living Inc.
|
||||
By:
|
/s/ Cedric T. Coco | |||
Name:
|
Cedric T. Coco
|
|||
Title:
|
Executive Vice President and
Chief People Officer
|
|||
ACKNOWLEDGED AND AGREED
|
||||
as of December 20, 2016:
|
||||
/s/ Mary Sue Patchett
|
||||
Mary Sue Patchett
|
Sincerely,
|
|||
Brookdale Senior Living Inc.
|
|||
/s/ T. Andrew Smith
|
|||
T. Andrew Smith
|
|||
President and Chief Executive Officer
|
|||
Acknowledged and Agreed:
|
|||
/s/ Daniel A. Decker
|
|||
Daniel A. Decker
|
|||
Date: November 7, 2016
|
SUBSIDIARY
|
JURISDICTION
OF
INCORPORATION
OR FORMATION
|
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 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 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
|
American Retirement Corporation
|
TN
|
Ameritex Home Care, Inc.
|
TX
|
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 Peoria, 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 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 Sweet Life Rosehill, LLC
|
TN
|
ARC Sweet Life Shawnee, LLC
|
TN
|
ARC Tarpon Springs, Inc.
|
TN
|
ARC Tennessee GP, Inc.
|
TN
|
ARC Therapy Services, LLC
|
TN
|
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
|
Asheville Manor, LP
|
NC
|
Assisted Living Properties, Inc.
|
KS
|
Batus, LLC
|
DE
|
BKD - GC FM Holdings, LLC
|
DE
|
BKD Adrian PropCo, 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 BRE Knight Member Holding, LLC
|
DE
|
BKD BRE Knight Member, 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 FM7 HoldCo CA, LLC
|
DE
|
BKD FM7 HoldCo MI-CO, LLC
|
DE
|
BKD FM7 HoldCo VA, 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 GV Investor, 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 Illinois Retail, 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 Nashville Office Bistro, 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 Roanoke PropCo, 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 Skyline PropCo, 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
|
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 FM Holding Company, 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, LLC
|
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, LLC
|
DE
|
BLC Glenwood-Gardens AL, LLC
|
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-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 PropCo, 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, LLC
|
DE
|
BLC-Pinecastle, LLC
|
DE
|
BLC-Roswell, LLC
|
DE
|
BLC-Williamsburg, LLC
|
DE
|
Brandywine GP, LLC
|
TN
|
BREA Atlanta Court LLC
|
DE
|
BREA Atlanta Gardens LLC
|
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 Cary, LLC
|
NC
|
Carolina House of Chapel Hill, 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 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 Fairways Golf Course, LLC
|
DE
|
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
|
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
|
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 Garden Homes, LLC
|
DE
|
Danville Place I, LLC
|
VA
|
Danville Place Special Management, LLC
|
NC
|
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
|
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 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
|
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 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
|
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
|
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
|
LH Assisted Living, LLC
|
DE
|
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
|
NecaniMember LLC
|
DE
|
Niagara Nash Road, LLC
|
NY
|
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
|
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
|
Prosperity Gen-Par, Inc.
|
DE
|
Reynolda Park, LP
|
NC
|
Ridgeland Assisted Living, LLC
|
WA
|
Robin Run Garden Homes, 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 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 Monroe Square, LLC
|
NC
|
SALI Tenant, 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
|
Cayman Islands
|
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
|
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 Westminster, LLC
|
MD
|
Summerville Investors LLC
|
DE
|
Summerville Management, LLC
|
DE
|
Summerville Senior Living, Inc.
|
DE
|
SW Assisted Living, LLC
|
DE
|
T Lakes LC
|
FL
|
Tanglewood Oaks Investors LLC
|
DE
|
Texas-ESC-Lubbock, L.P.
|
WA
|
The Estates of Oak Ridge LLC
|
DE
|
/s/ Ernst & Young LLP
|
||
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 14, 2017
|
/s/ T. Andrew Smith
|
|
T. Andrew Smith
|
||
President and 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 14, 2017
|
/s/ Lucinda M. Baier
|
|
Lucinda M. Baier
|
||
Chief Financial Officer
|
/s/ T. Andrew Smith
|
||
Name:
|
T. Andrew Smith
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
February 14, 2017
|
/s/ Lucinda M. Baier
|
||
Name:
|
Lucinda M. Baier
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
February 14, 2017
|