x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
20-3068069
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
111 Westwood Place, Suite 400, Brentwood, Tennessee
|
37027
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
|
PAGE
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|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
|
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Item 2.
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Item 3.
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Item 4.
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PART II.
|
|
|
|
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Item 1.
|
||
|
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Item 1A.
|
||
|
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Item 2.
|
||
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Item 6.
|
||
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|
September 30,
2018 |
|
December 31,
2017 |
||||
Assets
|
(Unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
133,664
|
|
|
$
|
222,647
|
|
Marketable securities
|
—
|
|
|
291,796
|
|
||
Restricted cash
|
41,676
|
|
|
37,189
|
|
||
Accounts receivable, net
|
130,088
|
|
|
128,961
|
|
||
Assets held for sale
|
241,854
|
|
|
106,435
|
|
||
Prepaid expenses and other current assets, net
|
89,432
|
|
|
114,844
|
|
||
Total current assets
|
636,714
|
|
|
901,872
|
|
||
Property, plant and equipment and leasehold intangibles, net
|
5,407,130
|
|
|
5,852,145
|
|
||
Restricted cash
|
24,758
|
|
|
22,710
|
|
||
Investment in unconsolidated ventures
|
29,984
|
|
|
129,794
|
|
||
Goodwill
|
154,131
|
|
|
505,783
|
|
||
Other intangible assets, net
|
59,653
|
|
|
67,977
|
|
||
Other assets, net
|
182,267
|
|
|
195,168
|
|
||
Total assets
|
$
|
6,494,637
|
|
|
$
|
7,675,449
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
487,755
|
|
|
$
|
495,413
|
|
Current portion of capital and financing lease obligations
|
15,932
|
|
|
107,088
|
|
||
Trade accounts payable
|
79,573
|
|
|
91,825
|
|
||
Accrued expenses
|
320,863
|
|
|
329,966
|
|
||
Refundable entrance fees and deferred revenue
|
55,892
|
|
|
68,358
|
|
||
Tenant security deposits
|
2,785
|
|
|
3,126
|
|
||
Total current liabilities
|
962,800
|
|
|
1,095,776
|
|
||
Long-term debt, less current portion
|
3,212,286
|
|
|
3,375,324
|
|
||
Capital and financing lease obligations, less current portion
|
916,986
|
|
|
1,164,466
|
|
||
Deferred liabilities
|
258,045
|
|
|
224,304
|
|
||
Deferred tax liability
|
51,560
|
|
|
70,644
|
|
||
Other liabilities
|
203,112
|
|
|
214,644
|
|
||
Total liabilities
|
5,604,789
|
|
|
6,145,158
|
|
||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at September 30, 2018 and December 31, 2017; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 400,000,000 shares authorized at September 30, 2018 and December 31, 2017; 197,107,650 and 194,454,329 shares issued and 193,929,249 and 191,275,928 shares outstanding (including 6,188,595 and 4,770,097 unvested restricted shares), respectively
|
1,939
|
|
|
1,913
|
|
||
Additional paid-in-capital
|
4,145,683
|
|
|
4,126,549
|
|
||
Treasury stock, at cost; 3,178,401 shares at September 30, 2018 and December 31, 2017
|
(56,440
|
)
|
|
(56,440
|
)
|
||
Accumulated deficit
|
(3,200,811
|
)
|
|
(2,541,294
|
)
|
||
Total Brookdale Senior Living Inc. stockholders' equity
|
890,371
|
|
|
1,530,728
|
|
||
Noncontrolling interest
|
(523
|
)
|
|
(437
|
)
|
||
Total equity
|
889,848
|
|
|
1,530,291
|
|
||
Total liabilities and equity
|
$
|
6,494,637
|
|
|
$
|
7,675,449
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Resident fees
|
$
|
840,179
|
|
|
$
|
922,892
|
|
|
$
|
2,642,414
|
|
|
$
|
2,873,889
|
|
Management fees
|
18,528
|
|
|
18,138
|
|
|
54,280
|
|
|
56,474
|
|
||||
Reimbursed costs incurred on behalf of managed communities
|
261,355
|
|
|
236,958
|
|
|
765,802
|
|
|
650,863
|
|
||||
Total revenue
|
1,120,062
|
|
|
1,177,988
|
|
|
3,462,496
|
|
|
3,581,226
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expense
|
|
|
|
|
|
|
|
|
|
|
|
||||
Facility operating expense (excluding depreciation and amortization of $101,527, $105,424, $310,011, and $325,976, respectively)
|
607,076
|
|
|
650,654
|
|
|
1,866,477
|
|
|
1,967,601
|
|
||||
General and administrative expense (including non-cash stock-based compensation expense of $6,035, $7,527, $20,710, and $22,547, respectively)
|
57,309
|
|
|
63,779
|
|
|
194,333
|
|
|
196,429
|
|
||||
Transaction costs
|
1,487
|
|
|
1,992
|
|
|
8,805
|
|
|
12,924
|
|
||||
Facility lease expense
|
70,392
|
|
|
84,437
|
|
|
232,752
|
|
|
257,934
|
|
||||
Depreciation and amortization
|
110,980
|
|
|
117,649
|
|
|
341,351
|
|
|
366,023
|
|
||||
Goodwill and asset impairment
|
5,500
|
|
|
368,551
|
|
|
451,966
|
|
|
390,816
|
|
||||
Loss on facility lease termination and modification, net
|
2,337
|
|
|
4,938
|
|
|
148,804
|
|
|
11,306
|
|
||||
Costs incurred on behalf of managed communities
|
261,355
|
|
|
236,958
|
|
|
765,802
|
|
|
650,863
|
|
||||
Total operating expense
|
1,116,436
|
|
|
1,528,958
|
|
|
4,010,290
|
|
|
3,853,896
|
|
||||
Income (loss) from operations
|
3,626
|
|
|
(350,970
|
)
|
|
(547,794
|
)
|
|
(272,670
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
1,654
|
|
|
1,285
|
|
|
7,578
|
|
|
2,720
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt
|
(46,891
|
)
|
|
(44,382
|
)
|
|
(141,585
|
)
|
|
(126,472
|
)
|
||||
Capital and financing lease obligations
|
(20,896
|
)
|
|
(31,999
|
)
|
|
(66,216
|
)
|
|
(114,086
|
)
|
||||
Amortization of deferred financing costs and debt premium (discount)
|
(829
|
)
|
|
(3,544
|
)
|
|
(7,113
|
)
|
|
(8,827
|
)
|
||||
Change in fair value of derivatives
|
(10
|
)
|
|
(74
|
)
|
|
(153
|
)
|
|
(159
|
)
|
||||
Debt modification and extinguishment costs
|
(33
|
)
|
|
(11,129
|
)
|
|
(77
|
)
|
|
(11,883
|
)
|
||||
Equity in loss of unconsolidated ventures
|
(1,340
|
)
|
|
(6,722
|
)
|
|
(6,907
|
)
|
|
(10,311
|
)
|
||||
Gain (loss) on sale of assets, net
|
9,833
|
|
|
(233
|
)
|
|
76,586
|
|
|
(1,383
|
)
|
||||
Other non-operating income (expense)
|
(17
|
)
|
|
2,621
|
|
|
8,074
|
|
|
6,519
|
|
||||
Income (loss) before income taxes
|
(54,903
|
)
|
|
(445,147
|
)
|
|
(677,607
|
)
|
|
(536,552
|
)
|
||||
Benefit (provision) for income taxes
|
17,763
|
|
|
31,218
|
|
|
17,724
|
|
|
(50,075
|
)
|
||||
Net income (loss)
|
(37,140
|
)
|
|
(413,929
|
)
|
|
(659,883
|
)
|
|
(586,627
|
)
|
||||
Net (income) loss attributable to noncontrolling interest
|
19
|
|
|
44
|
|
|
86
|
|
|
151
|
|
||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(37,121
|
)
|
|
$
|
(413,885
|
)
|
|
$
|
(659,797
|
)
|
|
$
|
(586,476
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(0.20
|
)
|
|
$
|
(2.22
|
)
|
|
$
|
(3.52
|
)
|
|
$
|
(3.15
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used in computing basic and diluted net income (loss) per share
|
187,675
|
|
|
186,298
|
|
|
187,383
|
|
|
186,068
|
|
|
Common Stock
|
|
Additional
Paid-In-
Capital
|
|
Treasury
Stock
|
|
Accumulated
Deficit
|
|
Stockholders'
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balances at
January 1, 2018 |
191,276
|
|
|
$
|
1,913
|
|
|
$
|
4,126,549
|
|
|
$
|
(56,440
|
)
|
|
$
|
(2,541,294
|
)
|
|
$
|
1,530,728
|
|
|
$
|
(437
|
)
|
|
$
|
1,530,291
|
|
Compensation expense related to restricted stock grants
|
—
|
|
|
—
|
|
|
20,710
|
|
|
—
|
|
|
—
|
|
|
20,710
|
|
|
—
|
|
|
20,710
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(659,797
|
)
|
|
(659,797
|
)
|
|
(86
|
)
|
|
(659,883
|
)
|
|||||||
Issuance of common stock under Associate Stock Purchase Plan
|
153
|
|
|
1
|
|
|
1,146
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
—
|
|
|
1,147
|
|
|||||||
Restricted stock, net
|
2,910
|
|
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for employee taxes
|
(410
|
)
|
|
(4
|
)
|
|
(2,840
|
)
|
|
—
|
|
|
—
|
|
|
(2,844
|
)
|
|
—
|
|
|
(2,844
|
)
|
|||||||
Other, net
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
280
|
|
|
427
|
|
|
—
|
|
|
427
|
|
|||||||
Balances at
September 30, 2018
|
193,929
|
|
|
$
|
1,939
|
|
|
$
|
4,145,683
|
|
|
$
|
(56,440
|
)
|
|
$
|
(3,200,811
|
)
|
|
$
|
890,371
|
|
|
$
|
(523
|
)
|
|
$
|
889,848
|
|
|
Nine Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(659,883
|
)
|
|
$
|
(586,627
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Debt modification and extinguishment costs
|
77
|
|
|
11,883
|
|
||
Depreciation and amortization, net
|
348,464
|
|
|
374,850
|
|
||
Goodwill and asset impairment
|
451,966
|
|
|
390,816
|
|
||
Equity in loss of unconsolidated ventures
|
6,907
|
|
|
10,311
|
|
||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
2,159
|
|
|
1,365
|
|
||
Amortization of deferred gain
|
(3,269
|
)
|
|
(3,277
|
)
|
||
Amortization of entrance fees
|
(1,220
|
)
|
|
(2,457
|
)
|
||
Proceeds from deferred entrance fee revenue
|
2,507
|
|
|
4,519
|
|
||
Deferred income tax (benefit) provision
|
(19,180
|
)
|
|
48,669
|
|
||
Straight-line lease (income) expense
|
(10,410
|
)
|
|
(9,204
|
)
|
||
Change in fair value of derivatives
|
153
|
|
|
159
|
|
||
(Gain) loss on sale of assets, net
|
(76,586
|
)
|
|
1,383
|
|
||
Loss on facility lease termination and modification, net
|
135,760
|
|
|
11,306
|
|
||
Non-cash stock-based compensation expense
|
20,710
|
|
|
22,547
|
|
||
Non-cash interest expense on financing lease obligations
|
9,151
|
|
|
13,960
|
|
||
Amortization of (above) below market lease, net
|
(4,246
|
)
|
|
(5,091
|
)
|
||
Non-cash management contract termination fee
|
(5,649
|
)
|
|
—
|
|
||
Other
|
(154
|
)
|
|
(4,699
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable, net
|
(1,127
|
)
|
|
10,765
|
|
||
Prepaid expenses and other assets, net
|
21,874
|
|
|
23,323
|
|
||
Trade accounts payable and accrued expenses
|
(43,257
|
)
|
|
(21,459
|
)
|
||
Tenant refundable fees and security deposits
|
(341
|
)
|
|
(232
|
)
|
||
Deferred revenue
|
(3,898
|
)
|
|
1,513
|
|
||
Net cash provided by operating activities
|
170,508
|
|
|
294,323
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
|
||
Change in lease security deposits and lease acquisition deposits, net
|
(664
|
)
|
|
(411
|
)
|
||
Sale (purchase) of marketable securities, net
|
293,273
|
|
|
(246,376
|
)
|
||
Additions to property, plant and equipment and leasehold intangibles, net
|
(169,349
|
)
|
|
(140,044
|
)
|
||
Acquisition of assets, net of related payables and cash received
|
(271,771
|
)
|
|
(400
|
)
|
||
Investment in unconsolidated ventures
|
(8,946
|
)
|
|
(187,600
|
)
|
||
Distributions received from unconsolidated ventures
|
10,782
|
|
|
11,491
|
|
||
Proceeds from sale of assets, net
|
131,912
|
|
|
34,570
|
|
||
Property insurance proceeds
|
156
|
|
|
4,430
|
|
||
Other
|
1,580
|
|
|
962
|
|
||
Net cash used in investing activities
|
(13,027
|
)
|
|
(523,378
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
||
Proceeds from debt
|
279,919
|
|
|
1,293,047
|
|
||
Repayment of debt and capital and financing lease obligations
|
(501,946
|
)
|
|
(958,703
|
)
|
||
Proceeds from line of credit
|
200,000
|
|
|
100,000
|
|
||
Repayment of line of credit
|
(200,000
|
)
|
|
(100,000
|
)
|
||
Payment of financing costs, net of related payables
|
(3,341
|
)
|
|
(16,919
|
)
|
||
Proceeds from refundable entrance fees, net of refunds
|
(316
|
)
|
|
(2,241
|
)
|
||
Payments for lease termination
|
(12,548
|
)
|
|
(552
|
)
|
||
Payments of employee taxes for withheld shares
|
(2,844
|
)
|
|
(5,666
|
)
|
||
Other
|
1,147
|
|
|
1,586
|
|
||
Net cash (used in) provided by financing activities
|
(239,929
|
)
|
|
310,552
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(82,448
|
)
|
|
81,497
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
282,546
|
|
|
277,322
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
200,098
|
|
|
$
|
358,819
|
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Trade names
|
|
2 – 5
|
Management contracts
|
|
3 – 9
|
•
|
Master Lease Transactions.
The Company and HCP amended and restated triple-net leases covering substantially all of the communities the Company leased from HCP as of November 1, 2017 into the HCP Master Lease. During the
nine
months ended
September 30, 2018
, the Company acquired
two
communities formerly leased for an aggregate purchase price of
$35.4 million
and leases with respect to
16
communities were terminated, and such communities were removed from the HCP Master Lease. Leases with respect to
17
additional communities were terminated subsequent to September 30, 2018, and such communities were removed from the HCP Master Lease, which completed the terminations of leases on a total of
33
communities as provided in the HCP Master Lease. For communities for which HCP has not transitioned operations and/or management of such communities to a third party, the Company continues to manage such communities on an interim basis. The Company continues to lease
43
communities pursuant to the terms of the HCP Master Lease, which have the same lease rates and expiration and renewal terms as the applicable prior instruments, except that effective January 1, 2018, the Company received a
$2.5 million
annual rent reduction for
two
communities. The HCP Master Lease also provides that the Company may engage in certain change in control and other transactions without the need to obtain HCP's consent, subject to the satisfaction of certain conditions.
|
•
|
RIDEA Ventures Restructuring.
Pursuant to the multi-part transaction agreement, HCP acquired the Company's
10%
ownership interest in
one
of the Company's RIDEA ventures with HCP in December 2017 for
$32.1 million
(for which the Company recognized a
$7.2 million
gain on sale) and the Company's
10%
ownership interest in the remaining RIDEA venture with HCP in March 2018 for
$62.3 million
(for which the Company recognized a
$41.7 million
gain on sale). The Company provided management services to
59
communities on behalf of the
two
RIDEA ventures as of November 1, 2017. Pursuant to the multi-part transaction agreement, the Company acquired
one
community for an aggregate purchase price of
$32.1 million
in January 2018 and
three
communities for an aggregate purchase price of
$207.4 million
in April 2018 and retained management of
18
of such communities. The amended and restated management agreements for such
18
communities have a term set to expire in
2030
, subject to certain early termination rights. In addition, HCP will be entitled to sell or transition operations and/or management of
37
of such communities. Management agreements for
three
and
20
such communities were terminated by HCP during the three and
nine
months ended
September 30, 2018
, respectively (for which the Company recognized a
$0.6 million
and
$5.6 million
non-cash management contract termination gain, respectively), and the Company expects the termination of management agreements on the remaining
17
communities to occur in stages throughout the next six months.
|
•
|
Lease Terminations.
The Company and Welltower agreed to early termination of the Company's triple-net lease obligations on
37
communities effective June 30, 2018. The
two
lease portfolios were due to mature in 2028 (
27
communities) and 2020 (
10
communities). The Company paid Welltower an aggregate lease termination fee of
$58.0 million
. The Company will continue to manage the foregoing
37
communities on an interim basis until the communities are transitioned to new managers and such communities will be reported in the Management Services segment during such interim period. The Company recognized a
$22.6 million
loss on lease termination in the
nine months ended
September 30, 2018
for the amount by which the aggregate lease termination fee exceeded the net carrying value of the Company's assets and liabilities under operating and capital leases at the lease termination date.
|
•
|
Future Lease Terminations.
The parties separately agreed to allow the Company to terminate leases with respect to, and to remove from the remaining Welltower leased portfolio, a number of communities with annual aggregate base rent up to
$5.0 million
upon Welltower's sale of such communities, with the Company to receive a corresponding
6.25%
rent credit on Welltower's disposition proceeds.
|
•
|
RIDEA Restructuring.
The Company agreed to sell its
20%
equity interest in its existing Welltower RIDEA venture to Welltower, effective June 30, 2018, for net proceeds of
$33.5 million
(for which the Company recognized a
$14.7 million
gain on sale during the
nine months ended
September 30, 2018
). As of
September 30, 2018
, the Company provided management services to the
15
venture communities and will continue to manage the communities until the communities are transitioned by Welltower to new managers.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Goodwill
|
$
|
—
|
|
|
$
|
205.0
|
|
|
$
|
351.7
|
|
|
$
|
205.0
|
|
Property, plant and equipment and leasehold intangibles, net
|
2.5
|
|
|
149.9
|
|
|
50.2
|
|
|
152.4
|
|
||||
Investment in unconsolidated ventures
|
—
|
|
|
—
|
|
|
33.4
|
|
|
19.7
|
|
||||
Other intangible assets, net
|
—
|
|
|
13.7
|
|
|
1.7
|
|
|
13.7
|
|
||||
Assets held for sale (Note 4)
|
3.0
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
||||
Goodwill and asset impairment
|
$
|
5.5
|
|
|
$
|
368.6
|
|
|
$
|
452.0
|
|
|
$
|
390.8
|
|
(share amounts in thousands, except for per share amounts)
|
Shares Granted
|
|
Weighted Average Grant Date Fair Value
|
|
Total Value
|
|||||
Three months ended March 31, 2018
|
3,387
|
|
|
$
|
9.10
|
|
|
$
|
30,823
|
|
Three months ended June 30, 2018
|
169
|
|
|
$
|
7.19
|
|
|
$
|
1,214
|
|
Three months ended September 30, 2018
|
263
|
|
|
$
|
8.99
|
|
|
$
|
2,361
|
|
(in thousands)
|
Retirement Centers
|
|
Assisted Living
|
|
Brookdale Ancillary Services
|
|
Total
|
||||||||
Balance at January 1, 2018
|
$
|
27,321
|
|
|
$
|
351,652
|
|
|
$
|
126,810
|
|
|
$
|
505,783
|
|
Impairment
|
—
|
|
|
(351,652
|
)
|
|
—
|
|
|
(351,652
|
)
|
||||
Balance at September 30, 2018
|
$
|
27,321
|
|
|
$
|
—
|
|
|
$
|
126,810
|
|
|
$
|
154,131
|
|
|
September 30, 2018
|
||||||||||
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Community purchase options
|
$
|
4,738
|
|
|
$
|
—
|
|
|
$
|
4,738
|
|
Health care licenses
|
49,701
|
|
|
—
|
|
|
49,701
|
|
|||
Trade names
|
27,800
|
|
|
(25,650
|
)
|
|
2,150
|
|
|||
Management contracts
|
9,610
|
|
|
(6,546
|
)
|
|
3,064
|
|
|||
Total
|
$
|
91,849
|
|
|
$
|
(32,196
|
)
|
|
$
|
59,653
|
|
|
December 31, 2017
|
||||||||||
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Community purchase options
|
$
|
9,533
|
|
|
$
|
—
|
|
|
$
|
9,533
|
|
Health care licenses
|
50,927
|
|
|
—
|
|
|
50,927
|
|
|||
Trade names
|
27,800
|
|
|
(23,714
|
)
|
|
4,086
|
|
|||
Management contracts
|
11,360
|
|
|
(7,929
|
)
|
|
3,431
|
|
|||
Total
|
$
|
99,620
|
|
|
$
|
(31,643
|
)
|
|
$
|
67,977
|
|
(in thousands)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
461,734
|
|
|
$
|
449,295
|
|
Buildings and improvements
|
4,952,807
|
|
|
4,923,621
|
|
||
Leasehold improvements
|
123,765
|
|
|
124,850
|
|
||
Furniture and equipment
|
1,037,947
|
|
|
1,006,889
|
|
||
Resident and leasehold operating intangibles
|
522,851
|
|
|
594,748
|
|
||
Construction in progress
|
47,325
|
|
|
74,678
|
|
||
Assets under capital and financing leases
|
1,312,908
|
|
|
1,742,384
|
|
||
Property, plant and equipment and leasehold intangibles
|
8,459,337
|
|
|
8,916,465
|
|
||
Accumulated depreciation and amortization
|
(3,052,207
|
)
|
|
(3,064,320
|
)
|
||
Property, plant and equipment and leasehold intangibles, net
|
$
|
5,407,130
|
|
|
$
|
5,852,145
|
|
(in thousands)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Mortgage notes payable due 2018 through 2047; weighted average interest rate of 4.76% for the nine months ended September 30, 2018, less debt discount and deferred financing costs of $20.2 million and $16.6 million as of September 30, 2018 and December 31, 2017, respectively (weighted average interest rate of 4.59% in 2017)
|
$
|
3,633,919
|
|
|
$
|
3,497,762
|
|
Capital and financing lease obligations payable through 2032; weighted average interest rate of 8.13% for the nine months ended September 30, 2018 (weighted average interest rate of 6.75% in 2017)
|
932,918
|
|
|
1,271,554
|
|
||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $6.4 million as of December 31, 2017, interest at 2.75% per annum
|
—
|
|
|
309,853
|
|
||
Other notes payable, weighted average interest rate of 5.69% for the nine months ended September 30, 2018 (weighted average interest rate of 5.98% in 2017) and maturity dates ranging from 2018 to 2021
|
66,122
|
|
|
63,122
|
|
||
Total long-term debt and capital and financing lease obligations
|
4,632,959
|
|
|
5,142,291
|
|
||
Less current portion
|
503,687
|
|
|
602,501
|
|
||
Total long-term debt and capital and financing lease obligations, less current portion
|
$
|
4,129,272
|
|
|
$
|
4,539,790
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Interest paid
|
$
|
198,133
|
|
|
$
|
223,929
|
|
Income taxes paid, net of refunds
|
$
|
1,542
|
|
|
$
|
1,595
|
|
|
|
|
|
||||
Additions to property, plant and equipment and leasehold intangibles, net:
|
|
|
|
|
|
||
Property, plant and equipment and leasehold intangibles, net
|
$
|
154,249
|
|
|
$
|
139,734
|
|
Trade accounts payable
|
15,100
|
|
|
310
|
|
||
Net cash paid
|
$
|
169,349
|
|
|
$
|
140,044
|
|
Acquisition of assets, net of related payables and cash received:
|
|
|
|
|
|
||
Property, plant and equipment and leasehold intangibles, net
|
$
|
237,563
|
|
|
$
|
—
|
|
Other intangible assets, net
|
(4,345
|
)
|
|
400
|
|
||
Capital and financing lease obligations
|
36,120
|
|
|
—
|
|
||
Other liabilities
|
2,433
|
|
|
—
|
|
||
Net cash paid
|
$
|
271,771
|
|
|
$
|
400
|
|
Proceeds from sale of assets, net:
|
|
|
|
|
|
||
Prepaid expenses and other assets, net
|
$
|
(3,006
|
)
|
|
$
|
(14,387
|
)
|
Assets held for sale
|
(18,758
|
)
|
|
(20,952
|
)
|
||
Property, plant and equipment and leasehold intangibles, net
|
(91,778
|
)
|
|
(19,184
|
)
|
||
Investments in unconsolidated ventures
|
(58,179
|
)
|
|
(26,301
|
)
|
||
Long-term debt
|
—
|
|
|
7,552
|
|
||
Capital and financing lease obligations
|
93,514
|
|
|
7,646
|
|
||
Refundable entrance fees and deferred revenue
|
8,345
|
|
|
30,771
|
|
||
Other liabilities
|
2,690
|
|
|
39
|
|
||
(Gain) loss on sale of assets, net
|
(64,740
|
)
|
|
1,408
|
|
||
Loss on facility lease termination and modification, net
|
—
|
|
|
(1,162
|
)
|
||
Net cash received
|
$
|
(131,912
|
)
|
|
$
|
(34,570
|
)
|
Lease termination and modification, net:
|
|
|
|
||||
Prepaid expenses and other assets, net
|
$
|
(2,040
|
)
|
|
$
|
—
|
|
Property, plant and equipment and leasehold intangibles, net
|
(81,320
|
)
|
|
—
|
|
||
Capital and financing lease obligations
|
58,099
|
|
|
—
|
|
||
Deferred liabilities
|
67,950
|
|
|
—
|
|
||
Gain on sale of assets, net
|
(5,761
|
)
|
|
—
|
|
||
Loss on facility lease termination and modification, net
|
22,260
|
|
|
—
|
|
||
Net cash paid
(1)
|
$
|
59,188
|
|
|
$
|
—
|
|
Formation of the Blackstone Venture:
|
|
|
|
||||
Prepaid expenses and other assets
|
$
|
—
|
|
|
$
|
(8,173
|
)
|
Property, plant and equipment and leasehold intangibles, net
|
—
|
|
|
(768,897
|
)
|
||
Investments in unconsolidated ventures
|
—
|
|
|
66,816
|
|
||
Capital and financing lease obligations
|
—
|
|
|
879,959
|
|
||
Deferred liabilities
|
—
|
|
|
7,504
|
|
||
Other liabilities
|
—
|
|
|
1,998
|
|
||
Net cash paid
|
$
|
—
|
|
|
$
|
179,207
|
|
|
|
|
|
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
|
|
|
|
|
|
||
Assets designated as held for sale:
|
|
|
|
|
|
||
Prepaid expenses and other assets, net
|
$
|
(281
|
)
|
|
$
|
199
|
|
Assets held for sale
|
162,157
|
|
|
(29,544
|
)
|
||
Property, plant and equipment and leasehold intangibles, net
|
(161,876
|
)
|
|
29,345
|
|
||
Net
|
$
|
—
|
|
|
$
|
—
|
|
Lease termination and modification, net:
|
|
|
|
||||
Prepaid expenses and other assets, net
|
$
|
(4,783
|
)
|
|
$
|
—
|
|
Property, plant and equipment and leasehold intangibles, net
|
(106,264
|
)
|
|
—
|
|
||
Capital and financing lease obligations
|
112,267
|
|
|
—
|
|
||
Deferred liabilities
|
(122,304
|
)
|
|
—
|
|
||
Other liabilities
|
625
|
|
|
—
|
|
||
Gain on sale of assets, net
|
(6,085
|
)
|
|
—
|
|
||
Loss on facility lease termination and modification, net
|
126,544
|
|
|
—
|
|
||
Net
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The net cash paid to terminate community leases is presented within the condensed consolidated statement of cash flows based upon the lease classification of the terminated leases. Net cash paid of
$46.6 million
for the termination of operating leases is presented within net cash provided by operating activities and net cash paid of
$12.5 million
for the termination of capital and financing leases is presented within net cash used in financing activities for the
nine
months ended
September 30, 2018
.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
133,664
|
|
|
$
|
222,647
|
|
Restricted cash
|
41,676
|
|
|
37,189
|
|
||
Long-term restricted cash
|
24,758
|
|
|
22,710
|
|
||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows
|
$
|
200,098
|
|
|
$
|
282,546
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cash basis payment
|
$
|
73,969
|
|
|
$
|
90,303
|
|
|
$
|
250,677
|
|
|
$
|
275,506
|
|
Straight-line (income) expense
|
(1,815
|
)
|
|
(3,078
|
)
|
|
(10,410
|
)
|
|
(9,204
|
)
|
||||
Amortization of (above) below market lease, net
|
(672
|
)
|
|
(1,697
|
)
|
|
(4,246
|
)
|
|
(5,091
|
)
|
||||
Amortization of deferred gain
|
(1,090
|
)
|
|
(1,091
|
)
|
|
(3,269
|
)
|
|
(3,277
|
)
|
||||
Facility lease expense
|
$
|
70,392
|
|
|
$
|
84,437
|
|
|
$
|
232,752
|
|
|
$
|
257,934
|
|
VIE Type
|
Asset Type
|
Maximum Exposure
to Loss
|
|
Carrying Value
|
||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
23.3
|
|
|
$
|
23.3
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
(in thousands)
|
Retirement Centers
|
|
Assisted Living
|
|
CCRCs-Rental
|
|
Brookdale Ancillary Services
|
|
Total
|
||||||||||
Private pay
|
$
|
143,963
|
|
|
$
|
464,719
|
|
|
$
|
73,567
|
|
|
$
|
159
|
|
|
$
|
682,408
|
|
Government reimbursement
|
668
|
|
|
18,406
|
|
|
20,901
|
|
|
89,100
|
|
|
129,075
|
|
|||||
Other third-party payor programs
|
—
|
|
|
—
|
|
|
9,679
|
|
|
19,017
|
|
|
28,696
|
|
|||||
Total resident fee revenue
|
$
|
144,631
|
|
|
$
|
483,125
|
|
|
$
|
104,147
|
|
|
$
|
108,276
|
|
|
$
|
840,179
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
(in thousands)
|
Retirement Centers
|
|
Assisted Living
|
|
CCRCs-Rental
|
|
Brookdale Ancillary Services
|
|
Total
|
||||||||||
Private pay
|
$
|
459,875
|
|
|
$
|
1,482,789
|
|
|
$
|
217,680
|
|
|
$
|
585
|
|
|
$
|
2,160,929
|
|
Government reimbursement
|
2,446
|
|
|
54,643
|
|
|
65,986
|
|
|
272,332
|
|
|
395,407
|
|
|||||
Other third-party payor programs
|
—
|
|
|
—
|
|
|
30,346
|
|
|
55,732
|
|
|
86,078
|
|
|||||
Total resident fee revenue
|
$
|
462,321
|
|
|
$
|
1,537,432
|
|
|
$
|
314,012
|
|
|
$
|
328,649
|
|
|
$
|
2,642,414
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Retirement Centers
(1)
|
$
|
144,631
|
|
|
$
|
161,986
|
|
|
$
|
462,321
|
|
|
$
|
496,854
|
|
Assisted Living
(1)
|
483,125
|
|
|
542,227
|
|
|
1,537,432
|
|
|
1,680,194
|
|
||||
CCRCs-Rental
(1)
|
104,147
|
|
|
108,075
|
|
|
314,012
|
|
|
364,075
|
|
||||
Brookdale Ancillary Services
(1)
|
108,276
|
|
|
110,604
|
|
|
328,649
|
|
|
332,766
|
|
||||
Management Services
(2)
|
279,883
|
|
|
255,096
|
|
|
820,082
|
|
|
707,337
|
|
||||
|
$
|
1,120,062
|
|
|
$
|
1,177,988
|
|
|
$
|
3,462,496
|
|
|
$
|
3,581,226
|
|
Segment Operating Income:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retirement Centers
|
$
|
57,106
|
|
|
$
|
65,907
|
|
|
$
|
186,662
|
|
|
$
|
207,206
|
|
Assisted Living
|
144,701
|
|
|
173,576
|
|
|
490,976
|
|
|
577,936
|
|
||||
CCRCs-Rental
|
21,809
|
|
|
22,932
|
|
|
70,291
|
|
|
82,591
|
|
||||
Brookdale Ancillary Services
|
9,487
|
|
|
9,823
|
|
|
28,008
|
|
|
38,555
|
|
||||
Management Services
|
18,528
|
|
|
18,138
|
|
|
54,280
|
|
|
56,474
|
|
||||
|
251,631
|
|
|
290,376
|
|
|
830,217
|
|
|
962,762
|
|
||||
General and administrative (including non-cash stock-based compensation expense)
|
57,309
|
|
|
63,779
|
|
|
194,333
|
|
|
196,429
|
|
||||
Transaction costs
|
1,487
|
|
|
1,992
|
|
|
8,805
|
|
|
12,924
|
|
||||
Facility lease expense
|
70,392
|
|
|
84,437
|
|
|
232,752
|
|
|
257,934
|
|
||||
Depreciation and amortization
|
110,980
|
|
|
117,649
|
|
|
341,351
|
|
|
366,023
|
|
||||
Goodwill and asset impairment
|
5,500
|
|
|
368,551
|
|
|
451,966
|
|
|
390,816
|
|
||||
Loss on facility lease termination and modification
|
2,337
|
|
|
4,938
|
|
|
148,804
|
|
|
11,306
|
|
||||
Income (loss) from operations
|
$
|
3,626
|
|
|
$
|
(350,970
|
)
|
|
$
|
(547,794
|
)
|
|
$
|
(272,670
|
)
|
|
As of
|
||||||
(in thousands)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Total assets:
|
|
|
|
||||
Retirement Centers
|
$
|
1,295,001
|
|
|
$
|
1,266,076
|
|
Assisted Living
|
3,775,584
|
|
|
4,535,114
|
|
||
CCRCs-Rental
|
716,815
|
|
|
667,234
|
|
||
Brookdale Ancillary Services
|
254,781
|
|
|
257,257
|
|
||
Corporate and Management Services
|
452,456
|
|
|
949,768
|
|
||
|
$
|
6,494,637
|
|
|
$
|
7,675,449
|
|
(1)
|
All revenue is earned from external third parties in the United States.
|
(2)
|
Management services segment revenue includes management fees and reimbursements 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) and costs incurred on behalf of managed communities.
|
•
|
Stockholders
. Our stockholders' continued investment in us allows us to advance our mission to our residents and their families. Therefore we believe we must balance our mission with an emphasis on margin. With this strategic priority, we intend to improve RevPAR, Adjusted EBITDA and Adjusted Free Cash Flow over time.
|
•
|
Associates
. Brookdale's culture is based on servant leadership, and our associates are the key to attracting and caring for residents and creating value for all of our stakeholders. Through this strategic priority, we intend to create a compelling value proposition for our associates in the areas of compensation, leadership, career growth and meaningful work. In 2017, we took the first corrective steps by investing in community leaders, and in 2018 we have extended this plan deeper in the communities.
|
•
|
Residents, Patients and Their Families
. Brookdale continues to be driven by its mission—to enrich the lives of those we serve with compassion, respect, excellence and integrity—and we believe this continued focus is essential to create value for all of our stakeholders. This strategic priority includes enhancing our organizational alignment to foster an environment where our associates can focus on providing valued, high quality care and personalized service. We intend to win locally through our
|
•
|
Master Lease Transactions.
We and HCP amended and restated triple-net leases covering substantially all of the communities we leased from HCP as of November 1, 2017 into the HCP Master Lease. During the
nine
months ended
September 30, 2018
, we acquired
two
communities formerly leased (
208
units) for an aggregate purchase price of
$35.4 million
and leases with respect to
16
communities (
1,660
units) were terminated, and such communities were removed from the HCP Master Lease. Pursuant to the HCP Master Lease, leases with respect to
17
additional communities (
1,463
units) were terminated subsequent to September 30, 2018, and such communities were removed from the HCP Master Lease, which completed the terminations of leases on a total of
33
communities as provided in the HCP Master Lease. For communities for which HCP has not transitioned operations and/or management of such communities to a third party, we continue to manage such communities on an interim basis. We continue to lease
43
communities pursuant to the terms of the HCP Master Lease, which have the same lease rates and expiration and renewal terms as the applicable prior
|
•
|
RIDEA Ventures Restructuring.
Pursuant to the multi-part transaction agreement, HCP acquired our
10%
ownership interest in one of our RIDEA ventures with HCP in December 2017 for
$32.1 million
(for which we recognized a
$7.2 million
gain on sale) and our 10% ownership interest in the remaining RIDEA venture with HCP in March 2018 for
$62.3 million
(for which we recognized a
$41.7 million
gain on sale). We provided management services to
59
communities (
9,585
units) on behalf of the
two
RIDEA ventures as of November 1, 2017. Pursuant to the multi-part transaction agreement, we acquired one community (
137
units) for an aggregate purchase price of
$32.1 million
in January 2018 and three communities (
650
units) for an aggregate purchase price of
$207.4 million
in April 2018 and retained management of
18
of such communities (
3,276
units). The amended and restated management agreements for such
18
communities have a term set to expire in
2030
, subject to certain early termination rights. In addition, HCP will be entitled to sell or transition operations and/or management of
37
of such communities. Management agreements for
three
and
20
such communities (
422
and
2,789
units, respectively) were terminated by HCP during the three and
nine
months ended
September 30, 2018
(for which we recognized a
$0.6 million
and
$5.6 million
non-cash management contract termination gain, respectively), and we expect the termination of management agreements on the remaining
17
communities (
2,733
units) to occur in stages throughout the next six months.
|
•
|
Lease Terminations.
We and Welltower agreed to early termination of our triple-net lease obligations on
37
communities (
4,095
units) effective June 30, 2018. The two lease portfolios were due to mature in 2028 (
27
communities;
3,175
units) and 2020 (
10
communities;
920
units). We paid Welltower an aggregate lease termination fee of
$58.0 million
. We will continue to manage the foregoing 37 communities on an interim basis until the communities are transitioned to new managers and such communities will be reported in the Management Services segment during such interim period. We recognized a
$22.6 million
loss on lease termination in the
nine months ended
September 30, 2018
for the amount by which the aggregate lease termination fee exceeded the net carrying value of our assets and liabilities under operating and capital leases at the lease termination date.
|
•
|
Future Lease Terminations.
The parties separately agreed to allow us to terminate leases with respect to, and to remove from the remaining Welltower leased portfolio, a number of communities with annual aggregate base rent up to $5.0 million upon Welltower's sale of such communities, and we would receive a corresponding 6.25% rent credit on Welltower's disposition proceeds.
|
•
|
RIDEA Restructuring.
We agreed to sell our 20% equity interest in our existing Welltower RIDEA venture to Welltower, effective June 30, 2018, for net proceeds of
$33.5 million
(for which we recognized a
$14.7 million
gain on sale during the
nine months ended
September 30, 2018
). As of
September 30, 2018
, we provided management services to the
15
venture communities and will continue to manage the communities until the communities are transitioned by Welltower to new managers.
|
|
Three Months Ended September 30, 2018
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
144,631
|
|
|
$
|
—
|
|
|
$
|
144,631
|
|
Assisted Living
|
483,125
|
|
|
13,017
|
|
|
470,108
|
|
|||
CCRCs-Rental
|
104,147
|
|
|
1,975
|
|
|
102,172
|
|
|||
Senior housing resident fees
|
$
|
731,903
|
|
|
$
|
14,992
|
|
|
$
|
716,911
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
87,525
|
|
|
$
|
—
|
|
|
$
|
87,525
|
|
Assisted Living
|
338,424
|
|
|
9,732
|
|
|
328,692
|
|
|||
CCRCs-Rental
|
82,338
|
|
|
1,500
|
|
|
80,838
|
|
|||
Senior housing facility operating expense
|
$
|
508,287
|
|
|
$
|
11,232
|
|
|
$
|
497,055
|
|
Cash lease payments
|
$
|
105,530
|
|
|
$
|
4,821
|
|
|
$
|
100,709
|
|
|
Three Months Ended September 30, 2017
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
161,986
|
|
|
$
|
22,933
|
|
|
$
|
139,053
|
|
Assisted Living
|
542,227
|
|
|
74,882
|
|
|
467,345
|
|
|||
CCRCs-Rental
|
108,075
|
|
|
9,107
|
|
|
98,968
|
|
|||
Senior housing resident fees
|
$
|
812,288
|
|
|
$
|
106,922
|
|
|
$
|
705,366
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
96,079
|
|
|
$
|
14,037
|
|
|
$
|
82,042
|
|
Assisted Living
|
368,651
|
|
|
53,211
|
|
|
315,440
|
|
|||
CCRCs-Rental
|
85,143
|
|
|
8,362
|
|
|
76,781
|
|
|||
Senior housing facility operating expense
|
$
|
549,873
|
|
|
$
|
75,610
|
|
|
$
|
474,263
|
|
Cash lease payments
|
$
|
132,989
|
|
|
$
|
30,524
|
|
|
$
|
102,465
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
462,321
|
|
|
$
|
32,327
|
|
|
$
|
429,994
|
|
Assisted Living
|
1,537,432
|
|
|
124,141
|
|
|
1,413,291
|
|
|||
CCRCs-Rental
|
314,012
|
|
|
7,879
|
|
|
306,133
|
|
|||
Senior housing resident fees
|
$
|
2,313,765
|
|
|
$
|
164,347
|
|
|
$
|
2,149,418
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
275,659
|
|
|
$
|
19,302
|
|
|
$
|
256,357
|
|
Assisted Living
|
1,046,456
|
|
|
84,556
|
|
|
961,900
|
|
|||
CCRCs-Rental
|
243,721
|
|
|
6,836
|
|
|
236,885
|
|
|||
Senior housing facility operating expense
|
$
|
1,565,836
|
|
|
$
|
110,694
|
|
|
$
|
1,455,142
|
|
Cash lease payments
|
$
|
361,013
|
|
|
$
|
55,244
|
|
|
$
|
305,769
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
496,854
|
|
|
$
|
77,583
|
|
|
$
|
419,271
|
|
Assisted Living
|
1,680,194
|
|
|
268,496
|
|
|
1,411,698
|
|
|||
CCRCs-Rental
|
364,075
|
|
|
62,758
|
|
|
301,317
|
|
|||
Senior housing resident fees
|
$
|
2,541,123
|
|
|
$
|
408,837
|
|
|
$
|
2,132,286
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Retirement Centers
|
$
|
289,648
|
|
|
$
|
46,910
|
|
|
$
|
242,738
|
|
Assisted Living
|
1,102,258
|
|
|
186,591
|
|
|
915,667
|
|
|||
CCRCs-Rental
|
281,484
|
|
|
54,159
|
|
|
227,325
|
|
|||
Senior housing facility operating expense
|
$
|
1,673,390
|
|
|
$
|
287,660
|
|
|
$
|
1,385,730
|
|
Cash lease payments
|
$
|
421,888
|
|
|
$
|
115,294
|
|
|
$
|
306,594
|
|
(in thousands)
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
||||
Resident fees
|
|
|
|
||||
Retirement Centers
|
$
|
14,098
|
|
|
$
|
42,643
|
|
Assisted Living
|
23,226
|
|
|
71,558
|
|
||
CCRCs - Rental
|
3,881
|
|
|
11,686
|
|
||
Senior housing resident fees
|
$
|
41,205
|
|
|
$
|
125,887
|
|
Facility operating expense
|
|
|
|
||||
Retirement Centers
|
$
|
8,650
|
|
|
$
|
24,954
|
|
Assisted Living
|
18,117
|
|
|
54,370
|
|
||
CCRCs-Rental
|
3,945
|
|
|
11,718
|
|
||
Senior housing facility operating expense
|
$
|
30,712
|
|
|
$
|
91,042
|
|
Cash lease payments
|
$
|
4,862
|
|
|
$
|
14,616
|
|
|
Three Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
(in millions)
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Total revenues
|
$
|
1,120.1
|
|
|
$
|
1,178.0
|
|
|
$
|
(57.9
|
)
|
|
(4.9
|
)%
|
Facility operating expense
|
$
|
607.1
|
|
|
$
|
650.7
|
|
|
$
|
(43.6
|
)
|
|
(6.7
|
)%
|
Net income (loss)
|
$
|
(37.1
|
)
|
|
$
|
(413.9
|
)
|
|
$
|
(376.8
|
)
|
|
(91.0
|
)%
|
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(37.1
|
)
|
|
$
|
(413.9
|
)
|
|
$
|
(376.8
|
)
|
|
(91.0
|
)%
|
Adjusted EBITDA
(1)
|
$
|
124.9
|
|
|
$
|
141.8
|
|
|
$
|
(16.9
|
)
|
|
(11.9
|
)%
|
Net cash provided by operating activities
|
$
|
71.9
|
|
|
$
|
93.8
|
|
|
$
|
(21.9
|
)
|
|
(23.3
|
)%
|
Adjusted Free Cash Flow
(1)
|
$
|
6.2
|
|
|
$
|
16.4
|
|
|
$
|
(10.2
|
)
|
|
(62.3
|
)%
|
|
Nine Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
(in millions)
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Total revenues
|
$
|
3,462.5
|
|
|
$
|
3,581.2
|
|
|
$
|
(118.7
|
)
|
|
(3.3
|
)%
|
Facility operating expense
|
$
|
1,866.5
|
|
|
$
|
1,967.6
|
|
|
$
|
(101.1
|
)
|
|
(5.1
|
)%
|
Net income (loss)
|
$
|
(659.9
|
)
|
|
$
|
(586.6
|
)
|
|
$
|
(73.3
|
)
|
|
(12.5
|
)%
|
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(659.8
|
)
|
|
$
|
(586.5
|
)
|
|
$
|
(73.3
|
)
|
|
(12.5
|
)%
|
Adjusted EBITDA
(1)
|
$
|
397.1
|
|
|
$
|
500.5
|
|
|
$
|
(103.3
|
)
|
|
(20.6
|
)%
|
Net cash provided by operating activities
|
$
|
170.5
|
|
|
$
|
294.3
|
|
|
$
|
(123.8
|
)
|
|
(42.1
|
)%
|
Adjusted Free Cash Flow
(1)
|
$
|
24.0
|
|
|
$
|
120.4
|
|
|
$
|
(96.4
|
)
|
|
(80.1
|
)%
|
(1)
|
Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures we use to assess our operating performance and liquidity. See "Non-GAAP Financial Measures" below for important information regarding both measures. As described further below, amounts of Adjusted Free Cash Flow reflect an increase of
$10.6 million
and
$11.2 million
for the
three and nine
months ended
September 30, 2017
as a result of our retrospective application of ASU 2016-15.
|
(dollars in thousands, except Total RevPAR, RevPAR and RevPOR)
|
Three Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(6)
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
|
|
|
|
|
|
|
|||||||
Retirement Centers
|
$
|
144,631
|
|
|
$
|
161,986
|
|
|
$
|
(17,355
|
)
|
|
(10.7
|
)%
|
Assisted Living
|
483,125
|
|
|
542,227
|
|
|
(59,102
|
)
|
|
(10.9
|
)%
|
|||
CCRCs-Rental
|
104,147
|
|
|
108,075
|
|
|
(3,928
|
)
|
|
(3.6
|
)%
|
|||
Brookdale Ancillary Services
|
108,276
|
|
|
110,604
|
|
|
(2,328
|
)
|
|
(2.1
|
)%
|
|||
Total resident fees
|
840,179
|
|
|
922,892
|
|
|
(82,713
|
)
|
|
(9.0
|
)%
|
|||
Management services
(1)
|
279,883
|
|
|
255,096
|
|
|
24,787
|
|
|
9.7
|
%
|
|||
Total revenue
|
1,120,062
|
|
|
1,177,988
|
|
|
(57,926
|
)
|
|
(4.9
|
)%
|
|||
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Facility operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retirement Centers
|
87,525
|
|
|
96,079
|
|
|
(8,554
|
)
|
|
(8.9
|
)%
|
|||
Assisted Living
|
338,424
|
|
|
368,651
|
|
|
(30,227
|
)
|
|
(8.2
|
)%
|
|||
CCRCs-Rental
|
82,338
|
|
|
85,143
|
|
|
(2,805
|
)
|
|
(3.3
|
)%
|
|||
Brookdale Ancillary Services
|
98,789
|
|
|
100,781
|
|
|
(1,992
|
)
|
|
(2.0
|
)%
|
|||
Total facility operating expense
|
607,076
|
|
|
650,654
|
|
|
(43,578
|
)
|
|
(6.7
|
)%
|
|||
General and administrative expense
|
57,309
|
|
|
63,779
|
|
|
(6,470
|
)
|
|
(10.1
|
)%
|
|||
Transaction costs
|
1,487
|
|
|
1,992
|
|
|
(505
|
)
|
|
(25.4
|
)%
|
|||
Facility lease expense
|
70,392
|
|
|
84,437
|
|
|
(14,045
|
)
|
|
(16.6
|
)%
|
|||
Depreciation and amortization
|
110,980
|
|
|
117,649
|
|
|
(6,669
|
)
|
|
(5.7
|
)%
|
|||
Goodwill and asset impairment
|
5,500
|
|
|
368,551
|
|
|
(363,051
|
)
|
|
(98.5
|
)%
|
|||
Loss on facility lease termination and modification, net
|
2,337
|
|
|
4,938
|
|
|
(2,601
|
)
|
|
(52.7
|
)%
|
|||
Costs incurred on behalf of managed communities
|
261,355
|
|
|
236,958
|
|
|
24,397
|
|
|
10.3
|
%
|
|||
Total operating expense
|
1,116,436
|
|
|
1,528,958
|
|
|
(412,522
|
)
|
|
(27.0
|
)%
|
|||
Income (loss) from operations
|
3,626
|
|
|
(350,970
|
)
|
|
354,596
|
|
|
101.0
|
%
|
|||
Interest income
|
1,654
|
|
|
1,285
|
|
|
369
|
|
|
28.7
|
%
|
|||
Interest expense
|
(68,626
|
)
|
|
(79,999
|
)
|
|
(11,373
|
)
|
|
(14.2
|
)%
|
|||
Debt modification and extinguishment costs
|
(33
|
)
|
|
(11,129
|
)
|
|
(11,096
|
)
|
|
(99.7
|
)%
|
|||
Equity in loss of unconsolidated ventures
|
(1,340
|
)
|
|
(6,722
|
)
|
|
(5,382
|
)
|
|
(80.1
|
)%
|
|||
Gain (loss) on sale of assets, net
|
9,833
|
|
|
(233
|
)
|
|
10,066
|
|
|
NM
|
|
|||
Other non-operating income
|
(17
|
)
|
|
2,621
|
|
|
(2,638
|
)
|
|
(100.6
|
)%
|
|||
Income (loss) before income taxes
|
(54,903
|
)
|
|
(445,147
|
)
|
|
(390,244
|
)
|
|
(87.7
|
)%
|
|||
Benefit for income taxes
|
17,763
|
|
|
31,218
|
|
|
(13,455
|
)
|
|
(43.1
|
)%
|
|||
Net income (loss)
|
(37,140
|
)
|
|
(413,929
|
)
|
|
(376,789
|
)
|
|
(91.0
|
)%
|
|||
Net (income) loss attributable to noncontrolling interest
|
19
|
|
|
44
|
|
|
(25
|
)
|
|
(56.8
|
)%
|
|||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(37,121
|
)
|
|
$
|
(413,885
|
)
|
|
$
|
(376,764
|
)
|
|
(91.0
|
)%
|
|
Three Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(6)
|
|||||||
Selected Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Total number of communities (period end)
|
961
|
|
|
1,031
|
|
|
(70
|
)
|
|
(6.8
|
)%
|
|||
Total units operated
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
92,520
|
|
|
101,202
|
|
|
(8,682
|
)
|
|
(8.6
|
)%
|
|||
Weighted average
|
93,841
|
|
|
101,529
|
|
|
(7,688
|
)
|
|
(7.6
|
)%
|
|||
Owned/leased communities units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
60,009
|
|
|
69,675
|
|
|
(9,666
|
)
|
|
(13.9
|
)%
|
|||
Weighted average
|
61,370
|
|
|
70,112
|
|
|
(8,742
|
)
|
|
(12.5
|
)%
|
|||
Total RevPAR
(3)
|
$
|
4,561
|
|
|
$
|
4,386
|
|
|
$
|
175
|
|
|
4.0
|
%
|
RevPAR
(4)
|
$
|
3,973
|
|
|
$
|
3,860
|
|
|
$
|
113
|
|
|
2.9
|
%
|
Owned/leased communities occupancy rate (weighted average)
|
84.2
|
%
|
|
84.8
|
%
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
|||
RevPOR
(5)
|
$
|
4,718
|
|
|
$
|
4,552
|
|
|
$
|
166
|
|
|
3.6
|
%
|
Selected Segment Operating and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retirement Centers
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
75
|
|
|
85
|
|
|
(10
|
)
|
|
(11.8
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
13,550
|
|
|
15,961
|
|
|
(2,411
|
)
|
|
(15.1
|
)%
|
|||
Weighted average
|
13,553
|
|
|
16,061
|
|
|
(2,508
|
)
|
|
(15.6
|
)%
|
|||
RevPAR
(4)
|
$
|
3,557
|
|
|
$
|
3,362
|
|
|
$
|
195
|
|
|
5.8
|
%
|
Occupancy rate (weighted average)
|
89.5
|
%
|
|
87.6
|
%
|
|
1.9
|
%
|
|
2.2
|
%
|
|||
RevPOR
(5)
|
$
|
3,973
|
|
|
$
|
3,836
|
|
|
$
|
137
|
|
|
3.6
|
%
|
Assisted Living
|
|
|
|
|
|
|
|
|
|
|
|
|||
Number of communities (period end)
|
627
|
|
|
705
|
|
|
(78
|
)
|
|
(11.1
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
39,725
|
|
|
46,520
|
|
|
(6,795
|
)
|
|
(14.6
|
)%
|
|||
Weighted average
|
40,933
|
|
|
46,858
|
|
|
(5,925
|
)
|
|
(12.6
|
)%
|
|||
RevPAR
(4)
|
$
|
3,934
|
|
|
$
|
3,857
|
|
|
$
|
77
|
|
|
2.0
|
%
|
Occupancy rate (weighted average)
|
82.7
|
%
|
|
84.2
|
%
|
|
(1.5
|
)%
|
|
(1.8
|
)%
|
|||
RevPOR
(5)
|
$
|
4,755
|
|
|
$
|
4,582
|
|
|
$
|
173
|
|
|
3.8
|
%
|
CCRCs-Rental
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
27
|
|
|
30
|
|
|
(3
|
)
|
|
(10.0
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
6,734
|
|
|
7,194
|
|
|
(460
|
)
|
|
(6.4
|
)%
|
|||
Weighted average
|
6,884
|
|
|
7,193
|
|
|
(309
|
)
|
|
(4.3
|
)%
|
|||
RevPAR
(4)
|
$
|
5,024
|
|
|
$
|
4,989
|
|
|
$
|
35
|
|
|
0.7
|
%
|
Occupancy rate (weighted average)
|
82.6
|
%
|
|
82.6
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
RevPOR
(5)
|
$
|
6,082
|
|
|
$
|
6,046
|
|
|
$
|
36
|
|
|
0.6
|
%
|
Management Services
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
232
|
|
|
211
|
|
|
21
|
|
|
10.0
|
%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
32,511
|
|
|
31,527
|
|
|
984
|
|
|
3.1
|
%
|
|||
Weighted average
|
32,471
|
|
|
31,417
|
|
|
1,054
|
|
|
3.4
|
%
|
|||
Occupancy rate (weighted average)
|
84.0
|
%
|
|
84.5
|
%
|
|
(0.5
|
)%
|
|
(0.6
|
)%
|
(1)
|
Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities.
|
(2)
|
Weighted average units operated represents the average units operated during the period.
|
(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 Company for the period, divided by the weighted average number of available units in the Company's consolidated portfolio for the period, divided by the number of months in the period.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
NM - Not meaningful.
|
(dollars in thousands, except Total RevPAR, RevPAR and RevPOR)
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(6)
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
|
|
|
|
|
|
|
|||||||
Retirement Centers
|
$
|
462,321
|
|
|
$
|
496,854
|
|
|
$
|
(34,533
|
)
|
|
(7.0
|
)%
|
Assisted Living
|
1,537,432
|
|
|
1,680,194
|
|
|
(142,762
|
)
|
|
(8.5
|
)%
|
|||
CCRCs-Rental
|
314,012
|
|
|
364,075
|
|
|
(50,063
|
)
|
|
(13.8
|
)%
|
|||
Brookdale Ancillary Services
|
328,649
|
|
|
332,766
|
|
|
(4,117
|
)
|
|
(1.2
|
)%
|
|||
Total resident fees
|
2,642,414
|
|
|
2,873,889
|
|
|
(231,475
|
)
|
|
(8.1
|
)%
|
|||
Management services
(1)
|
820,082
|
|
|
707,337
|
|
|
112,745
|
|
|
15.9
|
%
|
|||
Total revenue
|
3,462,496
|
|
|
3,581,226
|
|
|
(118,730
|
)
|
|
(3.3
|
)%
|
|||
Expense
|
|
|
|
|
|
|
|
|
|
|||||
Facility operating expense
|
|
|
|
|
|
|
|
|
|
|||||
Retirement Centers
|
275,659
|
|
|
289,648
|
|
|
(13,989
|
)
|
|
(4.8
|
)%
|
|||
Assisted Living
|
1,046,456
|
|
|
1,102,258
|
|
|
(55,802
|
)
|
|
(5.1
|
)%
|
|||
CCRCs-Rental
|
243,721
|
|
|
281,484
|
|
|
(37,763
|
)
|
|
(13.4
|
)%
|
|||
Brookdale Ancillary Services
|
300,641
|
|
|
294,211
|
|
|
6,430
|
|
|
2.2
|
%
|
|||
Total facility operating expense
|
1,866,477
|
|
|
1,967,601
|
|
|
(101,124
|
)
|
|
(5.1
|
)%
|
|||
General and administrative expense
|
194,333
|
|
|
196,429
|
|
|
(2,096
|
)
|
|
(1.1
|
)%
|
|||
Transaction costs
|
8,805
|
|
|
12,924
|
|
|
(4,119
|
)
|
|
(31.9
|
)%
|
|||
Facility lease expense
|
232,752
|
|
|
257,934
|
|
|
(25,182
|
)
|
|
(9.8
|
)%
|
|||
Depreciation and amortization
|
341,351
|
|
|
366,023
|
|
|
(24,672
|
)
|
|
(6.7
|
)%
|
|||
Goodwill and asset impairment
|
451,966
|
|
|
390,816
|
|
|
61,150
|
|
|
15.6
|
%
|
|||
Loss on facility lease termination and modification, net
|
148,804
|
|
|
11,306
|
|
|
137,498
|
|
|
NM
|
|
|||
Costs incurred on behalf of managed communities
|
765,802
|
|
|
650,863
|
|
|
114,939
|
|
|
17.7
|
%
|
|||
Total operating expense
|
4,010,290
|
|
|
3,853,896
|
|
|
156,394
|
|
|
4.1
|
%
|
|||
Income (loss) from operations
|
(547,794
|
)
|
|
(272,670
|
)
|
|
275,124
|
|
|
100.9
|
%
|
|||
Interest income
|
7,578
|
|
|
2,720
|
|
|
4,858
|
|
|
178.6
|
%
|
|||
Interest expense
|
(215,067
|
)
|
|
(249,544
|
)
|
|
(34,477
|
)
|
|
(13.8
|
)%
|
|||
Debt modification and extinguishment costs
|
(77
|
)
|
|
(11,883
|
)
|
|
(11,806
|
)
|
|
(99.4
|
)%
|
|||
Equity in loss of unconsolidated ventures
|
(6,907
|
)
|
|
(10,311
|
)
|
|
(3,404
|
)
|
|
(33.0
|
)%
|
|||
Gain (loss) on sale of assets, net
|
76,586
|
|
|
(1,383
|
)
|
|
77,969
|
|
|
NM
|
|
|||
Other non-operating income
|
8,074
|
|
|
6,519
|
|
|
1,555
|
|
|
23.9
|
%
|
|||
Income (loss) before income taxes
|
(677,607
|
)
|
|
(536,552
|
)
|
|
141,055
|
|
|
26.3
|
%
|
|||
Benefit (provision) for income taxes
|
17,724
|
|
|
(50,075
|
)
|
|
67,799
|
|
|
NM
|
|
|||
Net income (loss)
|
(659,883
|
)
|
|
(586,627
|
)
|
|
73,256
|
|
|
12.5
|
%
|
|||
Net (income) loss attributable to noncontrolling interest
|
86
|
|
|
151
|
|
|
(65
|
)
|
|
(43.0
|
)%
|
|||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(659,797
|
)
|
|
$
|
(586,476
|
)
|
|
$
|
73,321
|
|
|
12.5
|
%
|
|
Nine Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(6)
|
|||||||
Selected Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Total number of communities (period end)
|
961
|
|
|
1,031
|
|
|
(70
|
)
|
|
(6.8
|
)%
|
|||
Total units operated
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
92,520
|
|
|
101,202
|
|
|
(8,682
|
)
|
|
(8.6
|
)%
|
|||
Weighted average
|
96,954
|
|
|
102,096
|
|
|
(5,142
|
)
|
|
(5.0
|
)%
|
|||
Owned/leased communities units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
60,009
|
|
|
69,675
|
|
|
(9,666
|
)
|
|
(13.9
|
)%
|
|||
Weighted average
|
64,757
|
|
|
72,603
|
|
|
(7,846
|
)
|
|
(10.8
|
)%
|
|||
Total RevPAR
(3)
|
$
|
4,532
|
|
|
$
|
4,394
|
|
|
$
|
138
|
|
|
3.1
|
%
|
RevPAR
(4)
|
$
|
3,968
|
|
|
$
|
3,885
|
|
|
$
|
83
|
|
|
2.1
|
%
|
Owned/leased communities occupancy rate (weighted average)
|
84.3
|
%
|
|
84.9
|
%
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
|||
RevPOR
(5)
|
$
|
4,709
|
|
|
$
|
4,577
|
|
|
$
|
132
|
|
|
2.9
|
%
|
Selected Segment Operating and Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retirement Centers
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
75
|
|
|
85
|
|
|
(10
|
)
|
|
(11.8
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
13,550
|
|
|
15,961
|
|
|
(2,411
|
)
|
|
(15.1
|
)%
|
|||
Weighted average
|
14,561
|
|
|
16,413
|
|
|
(1,852
|
)
|
|
(11.3
|
)%
|
|||
RevPAR
(4)
|
$
|
3,528
|
|
|
$
|
3,364
|
|
|
$
|
164
|
|
|
4.9
|
%
|
Occupancy rate (weighted average)
|
88.4
|
%
|
|
87.6
|
%
|
|
0.8
|
%
|
|
0.9
|
%
|
|||
RevPOR
(5)
|
$
|
3,991
|
|
|
$
|
3,838
|
|
|
$
|
153
|
|
|
4.0
|
%
|
Assisted Living
|
|
|
|
|
|
|
|
|
|
|
|
|||
Number of communities (period end)
|
627
|
|
|
705
|
|
|
(78
|
)
|
|
(11.1
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
39,725
|
|
|
46,520
|
|
|
(6,795
|
)
|
|
(14.6
|
)%
|
|||
Weighted average
|
43,369
|
|
|
48,215
|
|
|
(4,846
|
)
|
|
(10.1
|
)%
|
|||
RevPAR
(4)
|
$
|
3,939
|
|
|
$
|
3,872
|
|
|
$
|
67
|
|
|
1.7
|
%
|
Occupancy rate (weighted average)
|
83.0
|
%
|
|
84.3
|
%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
|||
RevPOR
(5)
|
$
|
4,743
|
|
|
$
|
4,595
|
|
|
$
|
148
|
|
|
3.2
|
%
|
CCRCs-Rental
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
27
|
|
|
30
|
|
|
(3
|
)
|
|
(10.0
|
)%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
6,734
|
|
|
7,194
|
|
|
(460
|
)
|
|
(6.4
|
)%
|
|||
Weighted average
|
6,827
|
|
|
7,975
|
|
|
(1,148
|
)
|
|
(14.4
|
)%
|
|||
RevPAR
(4)
|
$
|
5,091
|
|
|
$
|
5,038
|
|
|
$
|
53
|
|
|
1.1
|
%
|
Occupancy rate (weighted average)
|
83.2
|
%
|
|
83.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
RevPOR
(5)
|
$
|
6,119
|
|
|
$
|
6,069
|
|
|
$
|
50
|
|
|
0.8
|
%
|
Management Services
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
232
|
|
|
211
|
|
|
21
|
|
|
10.0
|
%
|
|||
Total units
(2)
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
32,511
|
|
|
31,527
|
|
|
984
|
|
|
3.1
|
%
|
|||
Weighted average
|
32,197
|
|
|
29,493
|
|
|
2,704
|
|
|
9.2
|
%
|
|||
Occupancy rate (weighted average)
|
83.9
|
%
|
|
85.1
|
%
|
|
(1.2
|
)%
|
|
(1.4
|
)%
|
(1)
|
Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities.
|
(2)
|
Weighted average units operated represents the average units operated during the period.
|
(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 Company for the period, divided by the weighted average number of available units in the Company's consolidated portfolio for the period, divided by the number of months in the period.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
NM - Not meaningful.
|
|
Nine Months Ended
September 30, |
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Net cash provided by operating activities
|
$
|
170,508
|
|
|
$
|
294,323
|
|
|
$
|
(123,815
|
)
|
|
(42.1
|
)%
|
Net cash used in investing activities
|
(13,027
|
)
|
|
(523,378
|
)
|
|
(510,351
|
)
|
|
(97.5
|
)%
|
|||
Net cash (used in) provided by financing activities
|
(239,929
|
)
|
|
310,552
|
|
|
(550,481
|
)
|
|
NM
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(82,448
|
)
|
|
81,497
|
|
|
(163,945
|
)
|
|
NM
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
282,546
|
|
|
277,322
|
|
|
5,224
|
|
|
1.9
|
%
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
200,098
|
|
|
$
|
358,819
|
|
|
$
|
(158,721
|
)
|
|
(44.2
|
)%
|
•
|
cash balances on hand, cash equivalents and marketable securities;
|
•
|
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, severance costs, general and administrative expense and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration and transaction and integration costs (including lease restructuring 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;
|
•
|
cash funding needs of our unconsolidated ventures for operating, capital expenditure and financing needs:
|
•
|
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, severance costs, general and administrative expense and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration and transaction 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;
|
•
|
purchases of common stock under our share repurchase authorization; and
|
•
|
other corporate initiatives (including information systems and other strategic projects).
|
(in millions)
|
Nine Months Ended September 30, 2018
|
||
Community-level capital expenditures, net
(1)
|
$
|
97.3
|
|
Corporate
(2)
|
33.4
|
|
|
Non-development capital expenditures, net
(3)
|
130.7
|
|
|
Development capital expenditures, net
(4)
|
20.1
|
|
|
Total capital expenditures, net
|
$
|
150.8
|
|
(1)
|
Reflects the amount invested, net of lessor reimbursements of
$1.8 million
.
|
(2)
|
Includes
$9.3 million
of remediation costs at our communities resulting from Hurricanes Harvey and Irma and for the acquisition of emergency power generators at our impacted Florida communities. Amounts exclude reimbursement from our property and casualty insurance policies of approximately
$1.1 million
.
|
(3)
|
Amount is included in Adjusted Free Cash Flow.
|
(4)
|
Reflects the amount invested, net of lessor reimbursements of
$1.7 million
.
|
•
|
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 modification) 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.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(37,140
|
)
|
|
$
|
(413,929
|
)
|
|
$
|
(659,883
|
)
|
|
$
|
(586,627
|
)
|
(Benefit) provision for income taxes
|
(17,763
|
)
|
|
(31,218
|
)
|
|
(17,724
|
)
|
|
50,075
|
|
||||
Equity in loss of unconsolidated ventures
|
1,340
|
|
|
6,722
|
|
|
6,907
|
|
|
10,311
|
|
||||
Debt modification and extinguishment costs
|
33
|
|
|
11,129
|
|
|
77
|
|
|
11,883
|
|
||||
(Gain) loss on sale of assets
|
(9,833
|
)
|
|
233
|
|
|
(76,586
|
)
|
|
1,383
|
|
||||
Other non-operating (income) expense
|
17
|
|
|
(2,621
|
)
|
|
(8,074
|
)
|
|
(6,519
|
)
|
||||
Interest expense
|
68,626
|
|
|
79,999
|
|
|
215,067
|
|
|
249,544
|
|
||||
Interest income
|
(1,654
|
)
|
|
(1,285
|
)
|
|
(7,578
|
)
|
|
(2,720
|
)
|
||||
Income (loss) from operations
|
3,626
|
|
|
(350,970
|
)
|
|
(547,794
|
)
|
|
(272,670
|
)
|
||||
Depreciation and amortization
|
110,980
|
|
|
117,649
|
|
|
341,351
|
|
|
366,023
|
|
||||
Goodwill and asset impairment
|
5,500
|
|
|
368,551
|
|
|
451,966
|
|
|
390,816
|
|
||||
Loss on facility lease termination and modification, net
|
2,337
|
|
|
4,938
|
|
|
148,804
|
|
|
11,306
|
|
||||
Straight-line lease (income) expense
|
(1,815
|
)
|
|
(3,078
|
)
|
|
(10,410
|
)
|
|
(9,204
|
)
|
||||
Amortization of (above) below market lease, net
|
(672
|
)
|
|
(1,697
|
)
|
|
(4,246
|
)
|
|
(5,091
|
)
|
||||
Amortization of deferred gain
|
(1,090
|
)
|
|
(1,091
|
)
|
|
(3,269
|
)
|
|
(3,277
|
)
|
||||
Non-cash stock-based compensation expense
|
6,035
|
|
|
7,527
|
|
|
20,710
|
|
|
22,547
|
|
||||
Adjusted EBITDA
(1)
|
$
|
124,901
|
|
|
$
|
141,829
|
|
|
$
|
397,112
|
|
|
$
|
500,450
|
|
(1)
|
The calculation of Adjusted EBITDA includes transaction and organizational restructuring costs of
$3.2 million
and
$25.4 million
for the
three and nine
months ended
September 30, 2018
, respectively. The calculation of Adjusted EBITDA includes transaction and strategic project costs of
$2.8 million
and
$14.5 million
for the
three and nine
months ended
September 30, 2017
, respectively. Transaction costs include third party costs directly related to acquisition and disposition activity, community financing and leasing activity, our assessment of options and alternatives to enhance stockholder value, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance and retention costs. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.
|
•
|
Adjusted Free Cash Flow does not represent cash available for dividends or discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures not reflected in this measure; and
|
•
|
the cash portion of non-recurring charges related to gain (loss) on lease termination and modification and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net cash provided by operating activities
|
$
|
71,924
|
|
|
$
|
93,791
|
|
|
$
|
170,508
|
|
|
$
|
294,323
|
|
Net cash used in investing activities
|
(24,539
|
)
|
|
(263,884
|
)
|
|
(13,027
|
)
|
|
(523,378
|
)
|
||||
Net cash (used in) provided by financing activities
|
(37,949
|
)
|
|
314,738
|
|
|
(239,929
|
)
|
|
310,552
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
9,436
|
|
|
$
|
144,645
|
|
|
$
|
(82,448
|
)
|
|
$
|
81,497
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
71,924
|
|
|
$
|
93,791
|
|
|
$
|
170,508
|
|
|
$
|
294,323
|
|
Changes in operating assets and liabilities
|
(9,727
|
)
|
|
(22,101
|
)
|
|
26,749
|
|
|
(13,910
|
)
|
||||
Proceeds from refundable entrance fees, net of refunds
|
(368
|
)
|
|
(687
|
)
|
|
(316
|
)
|
|
(2,241
|
)
|
||||
Lease financing debt amortization
|
(13,370
|
)
|
|
(14,626
|
)
|
|
(53,271
|
)
|
|
(46,256
|
)
|
||||
Loss on facility lease termination and modification, net
|
—
|
|
|
—
|
|
|
13,044
|
|
|
—
|
|
||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(1,012
|
)
|
|
(473
|
)
|
|
(2,159
|
)
|
|
(1,365
|
)
|
||||
Non-development capital expenditures, net
|
(41,275
|
)
|
|
(41,005
|
)
|
|
(130,692
|
)
|
|
(114,559
|
)
|
||||
Property insurance proceeds
|
—
|
|
|
1,461
|
|
|
156
|
|
|
4,430
|
|
||||
Adjusted Free Cash Flow
(1)
|
$
|
6,172
|
|
|
$
|
16,360
|
|
|
$
|
24,019
|
|
|
$
|
120,422
|
|
(1)
|
The calculation of Adjusted Free Cash Flow includes transaction and organizational restructuring costs of
$3.2 million
and
$25.4 million
for the
three and nine
months ended
September 30, 2018
, respectively. The calculation of Adjusted Free Cash Flow includes transaction and strategic project costs of
$2.8 million
and
$14.5 million
for the
three and nine
months ended
September 30, 2017
, respectively.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net cash provided by operating activities
|
$
|
24,497
|
|
|
$
|
62,054
|
|
|
$
|
122,269
|
|
|
$
|
207,845
|
|
Net cash used in investing activities
|
(14,623
|
)
|
|
(16,476
|
)
|
|
(45,011
|
)
|
|
(1,186,999
|
)
|
||||
Net cash (used in) provided by financing activities
|
(9,702
|
)
|
|
(32,514
|
)
|
|
(62,361
|
)
|
|
1,074,859
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
$
|
172
|
|
|
$
|
13,064
|
|
|
$
|
14,897
|
|
|
$
|
95,705
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
24,497
|
|
|
$
|
62,054
|
|
|
$
|
122,269
|
|
|
$
|
207,845
|
|
Changes in operating assets and liabilities
|
7,163
|
|
|
(5,615
|
)
|
|
(5,556
|
)
|
|
(20,088
|
)
|
||||
Proceeds from refundable entrance fees, net of refunds
|
(2,500
|
)
|
|
(6,309
|
)
|
|
(12,535
|
)
|
|
(15,702
|
)
|
||||
Non-development capital expenditures, net
|
(14,822
|
)
|
|
(28,659
|
)
|
|
(53,750
|
)
|
|
(69,425
|
)
|
||||
Property insurance proceeds
|
—
|
|
|
614
|
|
|
1,535
|
|
|
1,841
|
|
||||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
14,338
|
|
|
$
|
22,085
|
|
|
$
|
51,963
|
|
|
$
|
104,471
|
|
|
|
|
|
|
|
|
|
||||||||
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
8,352
|
|
|
$
|
6,709
|
|
|
$
|
19,974
|
|
|
$
|
23,379
|
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
The following table contains information regarding purchases of our common stock made during the quarter ended
September 30, 2018
by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
|
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 |
|
Approximate Dollar Value of
Shares that May Yet Be Purchased Under the Plans or Programs ($ in thousands) (2) |
|||||
7/1/2018 - 7/31/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
90,360
|
|
|
8/1/2018 - 8/31/2018
|
15,777
|
|
|
$
|
8.20
|
|
|
—
|
|
|
90,360
|
|
9/1/2018 - 9/30/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
90,360
|
|
|
Total
|
15,777
|
|
|
$
|
8.20
|
|
|
—
|
|
|
|
(1)
|
Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. 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 share repurchase program that authorizes the Company to purchase up to
$100.0 million
in the aggregate of its common stock. The 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. No shares were purchased pursuant to the repurchase program during the three months ended
September 30, 2018
, and approximately
$90.4 million
remained available under the repurchase program as of
September 30, 2018
.
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1.1
|
|
|
3.1.2
|
|
|
3.1.3
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
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.
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.
|
|
BROOKDALE SENIOR LIVING INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Steven E. Swain
|
|
|
Name:
|
Steven E. Swain
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
November 6, 2018
|
|
|
|
|
|
TENANT
:
|
BLC-THE HALLMARK, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-KENWOOD OF LAKE VIEW, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BROOKDALE SENIOR LIVING COMMUNITIES, INC. a Delaware corporation (f/k/a Alterra Healthcare Corporation and Alternative Living Services, Inc.)
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
|
BLC-DEVONSHIRE OF HOFFMAN ESTATES, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-THE BERKSHIRE OF CASTLETON, L.P., a Delaware limited partnership
By: BLC-The Berkshire of Castleton, LLC, a Delaware limited liability company, its General Partner
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-SPRINGS AT EAST MESA, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
|
|
BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership
By: BLC-Woodside Terrace, LLC, a Delaware limited liability company, its general partner
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
BLC-ATRIUM AT SAN JOSE, L.P., a Delaware limited partnership
By: BLC-Atrium at San Jose, LLC, a Delaware limited liability company, its general partner
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership
By: BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company, its general partner
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-PONCE DE LEON, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-PARK PLACE, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
|
|
BLC-HAWTHORNE LAKES, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-THE WILLOWS, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-BRENDENWOOD, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BLC-CHATFIELD, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
|
|
BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SW ASSISTED LIVING, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
|
SUMMERVILLE AT FAIRWOOD MANOR, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SUMMERVILLE 5 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SUMMERVILLE 4 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SUMMERVILLE 14 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
SUMMERVILLE 15 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
SUMMERVILLE 16 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
SUMMERVILLE 17 LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
ALS PROPERTIES TENANT I, LLC
,
a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
ALS PROPERTIES TENANT II, LLC, a Delaware limited liability company
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
ALS LEASING, INC., a Delaware corporation
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
ASSISTED LIVING PROPERTIES, INC., a Kansas corporation
By:
/s/ H. Todd Kaestner
Name:
H. Todd Kaestner
Title:
Executive Vice President
|
LANDLORD
:
|
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By: Ventas, Inc., a Delaware corporation, its general partner
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Sr. Vice President & Chief Tax Officer
|
PSLT-ALS PROPERTIES I, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
PSLT-ALS PROPERTIES II, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
PSLT-ALS PROPERTIES IV, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Authorized Signatory
|
RIVER OAKS PARTNERS, an Illinois general partnership
By: Brookdale Holdings, LLC, its managing partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois general partnership
By: Brookdale Holdings, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BLC OF CALIFORNIA-SAN MARCOS, L.P., a Delaware limited partnership
By: Brookdale Living Communities of California-San Marcos, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF NEW JERSEY, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
BROOKDALE LIVING COMMUNITIES OF FLORIDA-CL, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
2010 UNION LIMITED PARTNERSHIP, a Washington limited partnership
By: Nationwide Health Properties, LLC, its general partner
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas limited partnership
By: MLD Texas Corporation, its general partner
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
MLD PROPERTIES, INC., a Delaware corporation
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
JER/NHP SENIOR LIVING KANSAS, INC., a Kansas corporation
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
JER/NHP SENIOR LIVING TEXAS, L.P., a Texas limited partnership
By: JER/NHP Management Texas, LLC, its general partner
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
MLD PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: MLD Properties II, Inc., its general partner
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
NHP MCCLAIN, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
|
VENTAS FAIRWOOD, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
VENTAS FRAMINGHAM, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
VTR-EMRTS HOLDINGS, LLC, a Delaware limited liability company
By:
/s/ Brian K. Wood
Name:
Brian K. Wood
Title:
Vice President & Treasurer
|
|
1.
|
Combination of Properties
. If Landlord desires to combine this Lease with one or more properties (“
Additional Properties
”) under a Combination Lease, Tenant shall execute an amendment to this Lease pursuant to which (a) if this Lease is the Surviving Lease, the Additional Properties covered by the Combination Lease are added as Facilities under this Lease and otherwise merged into this Lease or (b) if the Combination Lease is the Surviving Lease, the Facilities covered by this Lease are added as Facilities under the Combination Lease and otherwise merged into the Combination Lease, in each case subject to this
Exhibit H
. Notwithstanding anything to the contrary contained in this Lease, unless Tenant agrees otherwise (in its sole discretion), this Lease shall at all times be the “Surviving Lease” (and Landlord shall be deemed to have elected or chosen this Lease as the Surviving Lease) if Landlord elects to combine this Lease with any other lease or agreement pursuant to this
Exhibit H
.
|
1.1.
|
Surviving Lease
.
References in this Lease to the “
Surviving Lease
” shall mean and refer to whichever of this Lease or the Combination Lease is chosen or deemed chosen by Landlord to be the Surviving Lease.
|
1.2.
|
Lease Amendments Where This Lease Survives
. If this Lease is the Surviving Lease, effective as of the date specified in
Section 1.3
of this
Exhibit H
(the “
Surviving Lease Date
”), this Lease shall be deemed to be amended as follows:
|
1.2.1.
|
The Additional Properties shall be included as Facilities under this Lease and the appropriate exhibits to this Lease shall be amended to add the addresses and legal descriptions of such Additional Properties;
|
1.2.2.
|
Minimum Rent under this Lease shall be the combination of the respective amounts of the Minimum Rent under this Lease and the Combination Lease;
|
1.2.3.
|
The term, any rental escalations and extension rights applicable to any Additional Property under a Combination Lease shall apply with respect to such Additional Property under this Lease after the combination (notwithstanding the terms of this Lease);
|
1.2.4.
|
Schedule 1
and the Proportionate Shares shall be amended as provided in
Section 2.6
of this
Exhibit H
;
|
1.2.5.
|
Subject to the terms of Section 7 of this Lease, Tenant under this Lease shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under the Combination Lease, insofar as they relate to the Additional Properties, that were not paid, performed and satisfied in full prior to the Surviving Lease Date, and, without limitation of the foregoing, (1) any “Event of Default” that had occurred, arisen or accrued under the Combination Lease prior to the Surviving Lease Date shall be, and shall be deemed to be, an “Event of Default” under this Lease
|
1.2.6.
|
The Additional Properties shall otherwise be incorporated into this Lease as Facilities included under this Lease the same as if this Lease, from the inception of this Lease, had included such Facilities as Facilities under this Lease on the rent and other economic terms described in the Combination Lease (and, in such regard, any provisions of the Combination Lease that apply particularly, or in a particular manner, to any or all of the Additional Properties shall continue to apply thereto under this Lease (e.g., if an Additional Property is located in a particular jurisdiction and, under the Combination Lease, particular provisions apply thereto on account thereof, such provisions shall continue to apply to such Additional Property under this Lease, as the Surviving Lease)); and
|
1.2.7.
|
In addition to the foregoing, this Lease (and/or the Combination Lease), as applicable, shall each be equitably modified (to the extent necessary) in connection with the addition of Additional Properties to this Lease to ensure that Tenant’s rights (economic or otherwise) are not reduced, and its obligations (economic or otherwise) are not increased, under either of this Lease or the Combination Lease, in each case in any material respect.
|
1.3.
|
Surviving Lease Date
. In the case of any combination of leases pursuant to
Section 14.1
and this
Exhibit H
, such combination shall be effective on the date the required amendments to this Lease and the Combination Lease are fully executed and delivered by the parties thereto.
|
1.4.
|
Additional Actions
. Landlord and each Tenant shall take such actions and execute and deliver such documents, including required amendments to this Lease and the Combination Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of
Section 14.1
and
Section 1
of this
Exhibit H
.
|
2.
|
New Lease
. If Landlord elects to separate from this Lease one or more Transferred Facilities and move them to a New Lease, Tenant shall execute such New Lease and an amendment to this Lease, pursuant to the terms of this
Section 2
.
|
2.1.
|
New Lease Terms
. Landlord and Tenant shall execute a New Lease for such Transferred Facilities, effective as of the date specified in
Section 2.3
of this
Exhibit H
(the “
Property Transfer Date
”), in the same form and substance as this Lease (and Landlord shall be deemed to have elected or chosen the terms of such New Lease as the governing terms if Landlord elects to combine such New Lease with any other lease or agreement pursuant to its terms), but with the following changes thereto:
|
2.1.1.
|
The initial Minimum Rent for such Transferred Facilities shall be an amount of Minimum Rent allocable to the Transferred Facilities immediately prior to the Property Transfer Date (based upon the Proportionate Shares of such Transferred Facilities and as described in
Section 2.7
of this
Exhibit H
). The term, any rental escalations and extension rights applicable to any Transferred Facilities under this Lease shall apply under the New Lease after the combination, provided (i) extension rights shall apply in the same manner as required under this Lease and (ii) any escalation shall be applied in the full amount required as if such Transferred Facilities had been under the New Lease for a full year, notwithstanding that the period from the Property Transfer Date to the rent escalation date may be less than one full year.
|
2.1.2.
|
The Proportionate Shares for the Transferred Facilities shall be determined as provided in
Section 2.7
of this
Exhibit H
.
|
2.1.3.
|
The New Lease shall provide that each Tenant thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Transferred Facilities subject to the New Lease, that were not paid, performed and satisfied in full prior to the Property Transfer Date (and Tenant under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the Property Transfer Date), and shall further provide that the Tenant thereunder shall not be responsible for the payment, performance or satisfaction of any duties, obligations and liabilities of Tenant under this Lease arising after the Property Transfer Date.
|
2.1.4.
|
At the election of Landlord, any one or more of the provisions of the New Lease pertaining to the REIT Requirements of any REIT Affiliate shall be deleted.
|
2.1.5.
|
Such New Lease shall contain escrow and capital expenditures deposits in the same manner or fashion as described in this Lease. Such amounts under the New Lease shall initially be funded by Landlord from the Escrow Deposits and Facility Upgrade Deposits credited to Tenant, with the Escrow Deposits and Facility Upgrade Deposits under the New Lease to be equal to such amounts, as determined by Landlord, in its
|
2.1.6.
|
Such New Lease shall be guaranteed in the same manner or fashion as this Lease. Such New Lease shall remain subject to the Lease Guaranty for so long as the Facilities subject to such New Lease are owned by Ventas or a wholly owned Affiliate of Ventas. Contemporaneously with the transfer of any Facility(ies) under a New Lease to a party that is not Ventas or a wholly-owned Affiliate of Ventas (a “
Third Party
”), Tenant shall cause Guarantor to execute and deliver to Landlord a Lease Guaranty in the same form and substance with respect to the New Lease and the duties, liabilities and other obligations of Tenant under such New Lease as such Guarantor’s Lease Guaranty with respect to this Lease and the duties, liabilities and other obligations of Tenant under this Lease (a “
New Guaranty
”); provided that if, in one transaction or in a series of related transactions, Landlord transfers 15 or fewer Facilities to any Third Party, the New Guaranty with respect to such Facilities shall not include any “Portfolio Coverage Ratio” requirement or any “Landlord Termination Right Period” or the rights associated therewith.
|
2.2.
|
Amendments to this Lease
. Upon execution of such New Lease, and effective as of the Property Transfer Date, this Lease shall be deemed to be amended to provide that (a) the Transferred Facilities shall be excluded from the Facilities hereunder, (b) Minimum Rent hereunder shall be reduced by the amount of the Minimum Rent allocable to the Transferred Facilities (based upon the Proportionate Shares of such Transferred Facilities and as described in
Section 2.6
of this
Exhibit H
) and (c)
Schedule 1
of this Lease shall be amended as provided in
Section 2.7
of this
Exhibit H
. Such amendments shall occur automatically and without the necessity of any further action by Landlord or Tenant, but, at Landlord’s election, the same shall be reflected in a formal amendment to this Lease, which amendment shall be promptly executed by Tenant.
|
2.3.
|
Effective Date
. Any New Lease shall be effective on the date the New Lease and the New Guaranty (if applicable) are fully executed and delivered by the parties thereto.
|
2.4.
|
Other Undertakings
. Tenant shall take such actions and execute and deliver such documents, including the New Lease and causing Guarantor to execute and deliver the New Guaranty (if applicable), and if requested by Landlord, an amendment to this Lease, as are reasonably necessary and appropriate to effect fully the provisions and intent of this
Section 2
of this
Exhibit H
, and Landlord shall execute and deliver an amendment of this Lease in accordance with
Section 2.2
of this
Exhibit H
.
|
2.5.
|
Renewal Rights under this Lease and Other Leases
. Notwithstanding anything to the contrary contained in
Section 3
of this Lease, this
Exhibit H
or elsewhere in this Lease, Tenant acknowledges and agrees that (a) any purported Renewal Notice sent by it under this Lease shall be void and of no force or effect unless, simultaneously with the issuance of any such Renewal Notice, the tenant under each of the Other Leases that is co-terminous with this Lease and that remains in effect, also issues a Renewal Notice (as such term may be defined in such Other Leases) with respect to the property(ies) to which each such Other Lease applies and (b) if the tenant under any such Other Lease is for any reason precluded by the terms of such Other Lease from exercising its renewal rights thereunder (e.g., due to the existence of a Master Lease Event of Default (after giving effect to the Omnibus Agreement), Tenant shall be precluded from exercising its renewal rights under this Lease.
|
2.6.
|
New Proportionate Shares
. As of the Effective Date,
Schedule 1
includes, with respect to each Facility, the proportionate share of Minimum Rent allocated to such Facility (the “
Proportionate Share
”), which Proportionate Share is expressed as a percentage (to two decimal places) and is subject to adjustment as follows:
|
2.6.1.
|
Deletion of a Facility(ies) pursuant to Section 7.4.12
. In the event a Facility or Facilities are removed from this Lease as provided in
Section 7.4.12
,
Schedule 1
to this Lease shall be revised to remove the allocations of Minimum Rent and the Proportionate Share(s) for the Deleted Facility(ies), and to recalculate the Proportionate Shares applicable to the remaining Facilities set forth on such
Schedule 1
so that each remaining Facility shall have a Proportionate Share equal to the percentage that the Proportionate Share for such remaining Facility, prior to such revision of
Schedule 1
, comprises of the aggregate Proportionate Shares, prior to such revision of
Schedule 1
, for all of the Facilities remaining under this Lease such that the aggregate of all of such recalculated Proportionate Shares equals 100%.
|
2.6.2.
|
Combination of Leases pursuant to Section 14.1 and Exhibit H
. In the event this Lease is combined with a Combination Lease as provided in
Section 14.1
and this Lease is the Surviving Lease,
Schedule 1
to this Lease shall be amended so as to add thereto the Proportionate Share(s) relative to the Facility(ies) under the Combination Lease that was/were previously included in
Schedule 1
to the Combination Lease, and the Proportionate Share(s) of the Facility(ies) included in this Lease (including the additional Facility(ies) from the Combination Lease) shall be recalculated so that each such Facility shall have a Proportionate Share equal to the percentage that the Minimum Rent allocable to such Facility (which allocable portion of Minimum Rent shall remain equal to the share of Minimum Rent that was allocated to such Facility under this Lease or the Combination Lease, as applicable, prior to the combination of such leases pursuant to such
Section 14.1
and
Exhibit H
) comprises of the aggregate Minimum Rent for all Facilities included in this Lease (including the Additional Properties) and so that the aggregate of all Proportionate Shares equals 100%.
|
2.7.
|
New Lease pursuant to Section 14.2 and Exhibit H
. In the event a New Lease is entered into pursuant to
Section 14.2
and
Exhibit H
:
|
2.7.1.
|
Such New Lease shall include a schedule comparable to
Schedule 1
of this Lease, and such schedule shall include therein a Proportionate Share for each Facility covered by the New Lease equal to the percentage that the Minimum Rent allocable to such Facility under the New Lease comprises of the aggregate Minimum Rent for all Facilities under such New Lease (and the aggregate of all such Proportionate Shares under such New Lease shall equal 100%); and
|
2.7.2.
|
Upon the execution of such New Lease, and effective as of the Property Transfer Date,
Schedule 1
of this Lease shall be deemed amended so as to remove the Proportionate Shares for the Transferred Facilities, and the Proportionate Shares for the Facilities remaining under this Lease shall be recalculated so that each such Facility shall have a Proportionate Share equal to the percentage that the Minimum Rent for such Facility comprises of the aggregate Minimum Rent for all Facilities remaining under this Lease, and so that the aggregate of all Proportionate Shares remaining under this Lease equals 100%. Such amendments shall occur automatically and without the necessity of any further action by Landlord or Tenant, but, at Landlord’s election, the same shall be reflected in a formal amendment to this Lease, which amendment shall be promptly executed by Tenant.
|
VTR ID
|
BKD ID
|
Community Name
|
Landlord
|
Tenant
|
Address
|
Type
|
No. of Units
|
Tenant’s Proportionate Share
|
Listed Sale Facility
|
|
[***]
|
[***]
|
Northbrook
|
Ventas Realty, Limited Partnership
|
Brookdale Living Communities of Illinois-GV, LLC
|
4501 Concord Lane, Northbrook, IL, 60062
|
IL/AL
|
220
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Lake Shore Drive
|
Brookdale Living Communities of Illinois-2960, LLC
|
BLC-The Hallmark, LLC
|
2960 North Lake Shore Drive, Chicago, IL, 60657
|
IL/AL
|
337
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Lake View
|
Brookdale Living Communities of Illinois-HV, LLC
|
BLC-Kenwood of Lake View, LLC
|
3121 North Sheridan Road, Chicago, IL, 60657
|
IL/AL
|
254
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Farmington
|
Brookdale Living Communities of Connecticut, LLC
|
BLC-Gables at Farmington, LLC
|
20 Devonwood Drive, Farmington, CT, 6032
|
IL/AL
|
168
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Hoffman Estates
|
PSLT-BLC Properties Holdings, LLC
|
BLC-Devonshire of Hoffman Estates, LLC
|
1515 Barrington Road, Hoffman Estates, IL, 60169
|
IL/AL
|
249
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Castleton
|
PSLT-BLC Properties Holdings, LLC
|
BLC-The Berkshire of Castleton, L.P.
|
8480 Craig Street, Indianapolis, IN, 46250
|
AL
|
137
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Springs Mesa
|
Brookdale Living Communities of Arizona-EM, LLC
|
BLC-Springs at East Mesa, LLC
|
6220 East Broadway Rd, Mesa, AZ, 85206
|
IL/AL
|
186
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Quincy Bay
|
Brookdale Living Communities of Massachusetts-RB, LLC
|
BLC-River Bay Club, LLC
|
99 Brackett Street, Quincy, MA, 02169
|
IL/AL
|
281
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Redwood City
|
Brookdale Living Communities of California-RC, LLC
|
BLC-Woodside Terrace, L.P.
|
485 Woodside Road, Redwood City, CA, 94061
|
IL/AL
|
271
|
[***]
|
[***]
|
|
[***]
|
[***]
|
San Jose
|
Brookdale Living Communities of California, LLC
|
BLC-Atrium at San Jose, L.P.
|
1009 Blossom River Way, San Jose, CA, 95123
|
IL/AL/ALZ
|
294
|
[***]
|
[***]
|
|
[***]
|
[***]
|
San Marcos
|
Brookdale Living Communities of California-San Marcos, L.P.
|
BLC-Brookdale Place at San Marcos, L.P.
|
1590 W. San Marcos Blvd., San Marcos, CA, 92069
|
AL
|
209
|
[***]
|
[***]
|
[***]
|
[***]
|
Santa Fe
|
PSLT-BLC Properties Holdings, LLC
|
BLC-Ponce de Leon, LLC
|
640 Alta Vista, Santa Fe, NM, 87505
|
IL/AL
|
143
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Park Place
|
Brookdale Living Communities of Washington-PP, LLC
|
BLC-Park Place, LLC
|
601 South Park Road, Spokane, WA, 99212
|
IL/AL/ALZ
|
190
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Hawthorn Lakes IL/AL
|
Brookdale Living Communities of Illinois-II, LLC
|
BLC-Hawthorne Lakes, LLC
|
10 E. Hawthorn Parkway, Vernon Hills, IL, 60061
|
IL/AL
|
201
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Hawthorn Lakes AL
|
PSLT-BLC Properties Holdings, LLC
|
BLC-The Willows, LLC
|
10 E. Hawthorn Parkway, Vernon Hills, IL, 60061
|
AL
|
50
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Evesham
|
Brookdale Living Communities of New Jersey, LLC
|
BLC-Brendenwood, LLC
|
1 Brendenwood Drive, Voorhees Township, NJ, 08043
|
AL
|
145
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Chatfield
|
PSLT-BLC Properties Holdings, LLC
|
BLC-Chatfield, LLC
|
One Chatfield Drive, West Hartford, CT, 06110
|
IL/AL/ALZ
|
201
|
[***]
|
[***]
|
|
[***]
|
[***]
|
West Palm Beach
|
Brookdale Living Communities of Florida-CL, LLC
|
Brookdale Living Communities of Florida, Inc.
|
6100 Common Circle, West Palm Beach, FL, 33417
|
IL/AL
|
290
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Lisle SNF
|
Ventas Realty, Limited Partnership
|
Brookdale Living Communities of Illinois-DNC, LLC
|
1800 Robin Lane, Lisle, IL, 60532
|
SNF
|
82
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Boulder Creek
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
3375 34th Street, Boulder, CO, 80301
|
AL
|
76
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Forest Grove
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
3110 19th Avenue, Forest Grove, OR, 97116
|
AL
|
88
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Mt. Hood
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
25200 S.E. Stark Street, Gresham, OR, 97030
|
AL
|
77
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Richland
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
1629 George Washington Way, Richland, WA, 99354
|
AL
|
114
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Allenmore AL
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
3615 S. 23rd Street, Tacoma, WA, 98405
|
AL
|
68
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Denton North
|
NH Texas Properties Limited Partnership
|
Brookdale Senior Living Communities, Inc.
|
2525 North Hinkle Drive, Denton, TX, 76201
|
AL
|
37
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Ennis
|
NH Texas Properties Limited Partnership
|
Brookdale Senior Living Communities, Inc.
|
2500 Yorkstown, Ennis, TX, 75119
|
AL
|
33
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Broken Arrow
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
4001 S Aspen Road, Broken Arrow, OK, 74011
|
AL / ALZ
|
69
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Salina Fairdale
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
2251 East Crawford, Salina, KS, 67401
|
AL
|
40
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Tavares
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
2232 Dora Avenue, Tavares, FL, 32778
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Greenville AL/MC
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
1401 N. Broadway, Greenville, OH, 45331
|
AL / ALZ
|
66
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Avondale
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
4455 Merrimac Avenue, Jacksonville, FL, 32210
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Springdale
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
11320 Springfield Pike, Springdale, OH, 45246
|
AL / ALZ
|
41
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Palm Coast
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
3 Club House Drive, Palm Coast, FL, 32137
|
AL
|
42
|
[***]
|
[***]
|
[***]
|
[***]
|
Rotonda
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
550 Rotonda Blvd West, Rotonda West, FL, 33947
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Yakima
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
4100 West Englewood Avenue, Yakima, WA, 98908
|
AL
|
73
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Falling Creek
|
MLD Properties, Inc.
|
Brookdale Senior Living Communities, Inc.
|
910 29th Avenue NE, Hickory, NC, 28601
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Chandler Ray Road
|
Nationwide Health Properties, LLC
|
Brookdale Senior Living Communities, Inc.
|
2800 West Ray Rd, Chandler, AZ, 85224
|
AL
|
52
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Allenmore - IL
|
2010 Union Limited Partnership
|
Brookdale Senior Living Communities, Inc.
|
2010 S. Union Avenue, Tacoma, WA, 98405
|
IL
|
118
|
[***]
|
[***]
|
|
[***]
|
[***]
|
South Windsor
|
Ventas Realty, Limited Partnership
|
SW Assisted Living, LLC
|
1715 Ellington Road, South Windsor, CT, 06074
|
AL/ALZ
|
81
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Anaheim
|
Ventas Realty, Limited Partnership
|
Summerville at Fairwood Manor, LLC
|
200 North Dale Street, Anaheim, CA, 92801
|
AL/ALZ
|
115
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Tracy
|
Ventas Realty, Limited Partnership
|
Summerville at Heritage Place, LLC
|
355 West Grant Line Road, Tracy, CA, 95376
|
AL/ALZ
|
131
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Cushing Park
|
Ventas Framingham, LLC
|
Summerville 5 LLC
|
300 West Farm Pond Road, Framingham, MA, 01702
|
IL/AL/ALZ
|
225
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Cape Cod
|
Ventas Whitehall Estates, LLC
|
Summerville 4 LLC
|
790 Falmouth Road, Hyannis, MA, 02601
|
AL/ALZ
|
80
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Deer Creek AL/MC
|
Ventas Realty, Limited Partnership
|
Summerville 17 LLC
|
2403 West Hillsboro Boulevard, Deerfield Beach, FL, 33442
|
AL/ALZ
|
128
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Salem AL (VA)
|
Nationwide Health Properties, LLC
|
Summerville at Ridgewood Gardens LLC
|
2001 Ridgewood Drive, Salem, VA, 24153
|
AL/ALZ
|
74
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Austintown
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
1420 South Canfield Niles Road, Austintown, OH, 44515
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Beavercreek
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
3839 Indian Ripple Road, Beavercreek, OH, 45440
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Cary
|
PSLT-ALS Properties II, LLC
|
ALS Properties Tenant II, LLC
|
7870 Chapel Hill Road, Cary, NC, 27513
|
ALZ
|
44
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Clinton IL
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
99 Brookside Drive, Clinton, NY, 13323
|
IL
|
84
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Vista Grande
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
2780 Vickers Drive, Colorado Springs, CO, 80918
|
AL
|
67
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Eden Prairie
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
7513 Mitchell Road, Eden Prairie, MN, 55344
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Kenosha
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
10108 74th Street, Kenosha, WI, 53142
|
ALZ
|
54
|
[***]
|
[***]
|
|
[***]
|
[***]
|
LaCrosse MC
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
3161 South Avenue, La Crosse, WI, 54601
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
LaCrosse AL
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
3141 East Avenue South, La Crosse, WI, 54601
|
AL
|
52
|
[***]
|
[***]
|
[***]
|
[***]
|
Alderwood
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
18706 36th Avenue West, Lynnwood, WA, 98037
|
ALZ
|
60
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Marion AL (IN)
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
2452 West Kem Road, Marion, IN, 46952
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
East Arbor
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
6060 East Arbor Avenue, Mesa, AZ, 85206
|
AL
|
50
|
[***]
|
[***]
|
|
[***]
|
[***]
|
East Niskayuna
|
PSLT-ALS Properties II, LLC
|
ALS Properties Tenant II, LLC
|
2861 Troy Schenectady Road, Schenectady, NY, 12309
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
North Oaks
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
300 Village Center Drive, North Oaks, MN, 55127
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Oro Valley
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
10175 North Oracle Road, Oro Valley, AZ, 85704
|
ALZ
|
34
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Pensacola
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
8700 University Parkway, Pensacola, FL, 32514
|
AL
|
50
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Peoria
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
8989 West Greenbrian Drive, Peoria, AZ, 85382
|
AL
|
50
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Pittsford
|
PSLT-ALS Properties II, LLC
|
ALS Properties Tenant II, LLC
|
159 Sullys Trail, Pittsford, NY, 14534
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Plymouth
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
15855 22nd Avenue North, Plymouth, MN, 55447
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Portage AL
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
3444 Swanson Road, Portage, IN, 46368
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Richmond
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
3700 South A Street, Richmond, IN, 47374
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Salem AL (OH)
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
1916 South Lincoln Avenue, Salem, OH, 44460
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Summerfield
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
100 Summerfield Village Lane, Syracuse, NY, 13215
|
IL
|
84
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Tempe
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
1610 East Guadalupe Road, Tempe, AZ, 85283
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
East Tucson
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
8468 East Speedway Boulevard, Tucson, AZ, 85710
|
AL
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Twin Falls
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
1367 Locust Street North, Twin Falls, ID, 83301
|
AL
|
70
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Utica AL
|
PSLT-ALS Properties II, LLC
|
ALS Properties Tenant II, LLC
|
45969 North Pointe Boulevard, Utica, MI, 48315
|
AL
|
58
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Westampton
|
PSLT-ALS Properties II, LLC
|
ALS Properties Tenant II, LLC
|
480 Woodlane Road, Westampton, NJ, 08060
|
ALZ
|
44
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Winston-Salem
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
275 South Peace Haven Road, Winston-Salem, NC, 27104
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Winter Haven MC
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
6120 Cypress Gardens Boulevard, Winter Haven, FL, 33884
|
ALZ
|
32
|
[***]
|
[***]
|
[***]
|
[***]
|
Winter Haven AL
|
PSLT-ALS Properties I, LLC
|
ALS Properties Tenant I, LLC
|
6110 Cypress Gardens Boulevard, Winter Haven, FL, 33884
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Farmington Hills North
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
27900 Drake Road, Farmington Hills, MI, 48331
|
ALZ
|
28
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Farmington Hills North II
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
27950 Drake Road, Farmington Hills, MI, 48331
|
ALZ
|
28
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Utica MC
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
45959 North Pointe Blvd., Utica, MI, 48315
|
ALZ
|
28
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Meridian AL
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
5346 Marsh Rd, Haslett, MI, 48840
|
AL
|
59
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Troy MC
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
4900 Northfield Pky, Troy, MI, 48098
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Davison
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
432 East Clark Street, Davison, MI, 48423
|
AL
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Delta MC
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
4235 Delta Commerce Drive, Delta Township, MI, 48917
|
ALZ
|
34
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Grand Blanc MC
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
5130 Baldwin Road, Holly, MI, 48442
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Grand Blanc AL
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
5080 Baldwin Road, Holly, MI, 48442
|
AL
|
66
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Troy AL
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
4850 Northfield Pky, Troy, MI, 48098
|
AL
|
66
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Delta AL
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
7323 Delta Commerce Drive, Delta Township, MI, 48917
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Fort Myers The Colony
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
13565 American Colony Boulevard, Fort Myers, FL, 33912
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Ormond Beach West
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
240 Interchange Blvd., Ormond Beach, FL, 32174
|
ALZ
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Crown Point
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
10050 Old Saint Augustine Road, Jacksonville, FL, 32257
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Manlius
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
100 Flume Road, Manlius, NY, 13104
|
AL
|
78
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Onalaska
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
949 10th Avenue North, Onalaska, WI, 54650
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Sun Prairie
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
650 Broadway Drive, Sun Prairie, WI, 53590
|
ALZ
|
20
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Mankato
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
100 Teton Lane, Mankato, MN, 56001
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Winona
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
835 E Belleview Street, Winona, MN, 55987
|
AL
|
19
|
[***]
|
[***]
|
[***]
|
[***]
|
Middleton Century Ave
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
6916 Century Avenue, Middleton, WI, 53562
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Willmar
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
1501 19th Avenue SouthWest, Wilmar, MN, 56201
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Faribault
|
JER/NHP Senior Living Acquisition, LLC
|
ALS Leasing, Inc.
|
935 Spring Road, Faribault, MN, 55021
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Derby
|
JER/NHP Senior Living Kansas, Inc.
|
Assisted Living Properties, Inc.
|
1709 E Walnut Grove, Derby, KS, 67037
|
AL
|
25
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Wellington
|
JER/NHP Senior Living Kansas, Inc.
|
Assisted Living Properties, Inc.
|
500 N Plum Street, Wellington, KS, 67152
|
AL
|
26
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Barberton
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
487 Austin Drive, Barberton, OH, 44203
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Centennial Park
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
350 Union Road, Clayton, OH, 45322
|
AL
|
41
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Marion AL/MC (OH)
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
308 Barks Road East, Marion, OH, 43302
|
AL / ALZ
|
43
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Bartlesville South
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
3737 SE Camelot Drive, Bartlesville, OK, 74006
|
AL
|
33
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Bethany
|
JER/NHP Senior Living Acquisition, LLC
|
Assisted Living Properties, Inc.
|
4101 N Council Road, Bethany, OK, 73008
|
AL
|
26
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Kerrville
|
JER/NHP Senior Living Texas, L.P.
|
Assisted Living Properties, Inc.
|
725 Leslie Drive, Kerrville, TX, 78028
|
AL
|
37
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Medical Center Whitby
|
JER/NHP Senior Living Texas, L.P.
|
Assisted Living Properties, Inc.
|
5996 Whitby Road, San Antonio, TX, 78240
|
AL
|
49
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Western Hills
|
JER/NHP Senior Living Texas, L.P.
|
Assisted Living Properties, Inc.
|
3902 W Adams Avenue, Temple, TX, 76504
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Bonita Springs
|
VTR-EMRTS Holdings, LLC*
|
Summerville 14 LLC*
|
26850 South Bay Drive, Bonita Springs, FL, 34134
|
AL
|
148
|
[***]
|
[***]
|
|
[***]
|
[***]
|
West Boynton Beach
|
VTR-EMRTS Holdings, LLC*
|
Summerville 15 LLC*
|
8220 Jog Road, Boynton Beach, FL, 33472
|
AL/ALZ
|
147
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Jensen Beach
|
VTR-EMRTS Holdings, LLC*
|
Summerville 16 LLC*
|
1700 NE Indian River Drive, Jensen Beach, FL, 34957
|
AL/ALZ
|
147
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Alliance
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
1277 South Sawburg Road, Alliance, OH, 44601
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Westerville
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
6377 Cooper Road, Columbus, OH, 43231
|
AL/ALZ
|
43
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Evansville
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
6521 Greendale Drive, Evansville, IN, 47711
|
AL
|
42
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Inver Grove Heights
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
5891 Carmen Avenue, Inver Grove Heights, MN, 55076
|
AL
|
19
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Kenmore
|
PSLT-ALS Properties IV, LLC*
|
ALS Properties Tenant II, LLC*
|
2971 Delaware Avenue, Kenmore, NY, 14217
|
AL
|
113
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Leawood State Line
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
12724 State Line Road, Leawood, KS, 66209
|
ALZ
|
34
|
[***]
|
[***]
|
[***]
|
[***]
|
El Camino
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
4723 Surfwood Lane, Pueblo, CO, 81005
|
AL
|
64
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Niskayuna
|
PSLT-ALS Properties IV, LLC*
|
ALS Properties Tenant II, LLC*
|
1786 Union Street, Niskayuna, NY, 12309
|
AL
|
100
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Northville
|
PSLT-ALS Properties IV, LLC*
|
ALS Properties Tenant II, LLC*
|
40405 Six Mile Road, Northville, MI, 48168
|
AL
|
60
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Puyallup South
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
8811 176th Street East, Puyallup, WA, 98375
|
ALZ
|
46
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Centre Pointe Boulevard
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
1980 Centre Pointe Boulevard, Tallahassee, FL, 32308
|
ALZ
|
32
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Topeka
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
5800 SW Drury Lane, Topeka, KS, 66604
|
ALZ
|
35
|
[***]
|
[***]
|
|
[***]
|
[***]
|
West Melbourne MC
|
PSLT-ALS Properties III, LLC*
|
ALS Properties Tenant I, LLC*
|
7199 Greenboro Drive, West Melbourne, FL, 32904
|
ALZ
|
36
|
[***]
|
[***]
|
|
[***]
|
[***]
|
Williamsville
|
PSLT-ALS Properties IV, LLC*
|
ALS Properties Tenant II, LLC*
|
6076 Main Street, Williamsville, NY, 14221
|
ALZ
|
46
|
[***]
|
[***]
|
VTR ID
|
BKD ID
|
Community Name
|
Tenant
|
Licensee
|
License State
|
License Type(s)
|
Licensed Capacity
|
[***]
|
[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
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[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
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[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
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[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
1.
|
Emeritus (LS0154)
|
a.
|
Master Lease Agreement No. 1 by and between Ventas Realty, Limited Partnership, and Summerville 14 LLC, Summerville 15 LLC, and Summerville 16 LLC, dated as of June 24, 2009, as the same may have been amended, restated, supplemented, or modified from time to time, together with any and all related letter agreements, guaranties, and other ancillary agreements.
|
2.
|
Alterra III (LS0053)
|
a.
|
Lease Combination Agreement and First Amendment to Lease by and between PSLT-ALS Properties III, LLC, PSLT-ALS Properties IV, LLC, ALS Properties Tenant I, LLC, and ALS Properties Tenant II, LLC, dated as of October 22, 2009, as the same may have been amended, restated, supplemented, or modified from time to time, together with any and all related letter agreements, guaranties, and other ancillary agreements.
|
A.
|
The following Facilities formerly subject to the NHP Master Lease (or related NHP individual lease)
1
:
|
•
|
Brookdale Forest Grove (Forest Grove, OR)
|
•
|
Brookdale Mt. Hood (Gresham, OR)
|
•
|
Brookdale Allenmore (IL) (Tacoma, WA)
|
•
|
Brookdale Allenmore (AL) (Tacoma, WA)
|
•
|
Brookdale Falling Creek (Hickory, NC)
|
•
|
Brookdale Rotonda (Rotonda West, FL)
|
•
|
Brookdale Avondale (Jacksonville, FL)
|
•
|
Brookdale Palm Coast (Palm Coast, FL)
|
•
|
Brookdale Tavares (Tavares, FL)
|
•
|
Brookdale Richland (Richland, WA)
|
•
|
Brookdale Boulder Creek (Boulder, CO)
|
•
|
Brookdale Yakima (Yakima, WA)
|
•
|
Brookdale Chandler Ray Road (Chandler, AZ)
|
•
|
Brookdale Salina Fairdale (Salina, KS)
|
•
|
Brookdale Greenville (OH) (Greenville, OH)
|
•
|
Brookdale Springdale (Springdale, OH)
|
•
|
Brookdale Broken Arrow (Broken Arrow, OK)
|
•
|
Brookdale Denton North (Combination rDenton, TX)
|
•
|
Brookdale Ennis (Ennis, TX)
|
•
|
Brookdale Farmington Hill North (Farmington Hills, MI)
|
•
|
Brookdale Farmington North II (Farmington Hills, MI)
|
•
|
Brookdale Utica (MC) (Utica, MI)
|
•
|
Brookdale Meridian (Haslett, MI)
|
•
|
Brookdale Troy (MC) (Troy, MI)
|
•
|
Brookdale Troy (AL) (Troy, MI)
|
•
|
Brookdale Davison (Davison, MI)
|
•
|
Brookdale Delta (MC) (Lansing (Delta Township), MI)
|
•
|
Brookdale Delta (AL) (Lansing (Delta Township), MI)
|
•
|
Brookdale Grand Blanc (MC) (Holly, MI)
|
•
|
Brookdale Grand Blanc (AL) (Holly, MI)
|
•
|
Brookdale Fort Myers The Colony (Fort Myers, FL)
|
•
|
Brookdale Ormond Beach West (Ormond Beach, FL)
|
•
|
Brookdale Crown Point (Jacksonville, FL)
|
•
|
Brookdale Manlius (Manlius, NY)
|
•
|
Brookdale Onalaska (Onalaska, WI)
|
•
|
Brookdale Sun Prairie (Sun Prairie, WI)
|
•
|
Brookdale Mankato (Mankato, MN)
|
•
|
Brookdale Winona (Winona, MN)
|
•
|
Brookdale Middleton Century Avenue (Middleton, WI)
|
•
|
Brookdale Willmar (Willman, MN)
|
•
|
Brookdale Faribault (Faribault, MN)
|
•
|
Brookdale Derby (Derby, KS)
|
•
|
Brookdale Wellington (Wellington, KS)
|
•
|
Brookdale Barberton (Barberton, OH)
|
•
|
Brookdale Centennial Park (Englewood (Clayton), OH)
|
•
|
Brookdale Marion (OH) (Marion, OH)
|
•
|
Brookdale Bartlesville South (Bartlesville, OK)
|
•
|
Brookdale Bethany (Bethany, OK)
|
•
|
Brookdale Kerrville (Kerrville, TX)
|
•
|
Brookdale Medical Center Whitby (San Antonio, TX)
|
•
|
Brookdale Western Hills (Temple, TX)
|
•
|
Brookdale North Oaks (North Oaks, MN)
|
•
|
Brookdale Plymouth (Plymouth, MN)
|
•
|
Brookdale Eden Prairie (Eden Prairie, MN)
|
•
|
Brookdale Kenosha (Kenosha, WI)
|
•
|
Brookdale Evansville (Evansville, IN)
|
•
|
Brookdale Marion (Marion, IN)
|
•
|
Brookdale Portage (Portage, IN)
|
•
|
Brookdale Richmond (Richmond, IN)
|
•
|
Brookdale Winston-Salem (Winston Salem, NC)
|
•
|
Brookdale Centre Point Boulevard (Tallahassee, FL)
|
•
|
Brookdale Pensacola (Pensacola, FL)
|
•
|
Brookdale Winter Haven (MC) (Winter Haven, FL)
|
•
|
Brookdale Winter Haven (AL) (Winter Haven, FL)
|
•
|
Brookdale West Melbourne (West Melbourne, FL)
|
•
|
Brookdale Clinton (NY) (Clinton, NY)
|
•
|
Brookdale Summerfield (Syracuse, NY)
|
•
|
Brookdale Tempe (Tempe, AZ)
|
•
|
Brookdale Puyallup South (Puyallup, WA)
|
•
|
Brookdale Twin Falls (Twin Falls, ID)
|
•
|
Brookdale Oro Valley (Oro Valley, AZ)
|
•
|
Brookdale Vista Grande (Colorado Springs, CO)
|
•
|
Brookdale El Camino (Pueblo, CO)
|
•
|
Brookdale East Arbor (Mesa, AZ)
|
•
|
Brookdale Peoria (Peoria, AZ)
|
•
|
Brookdale East Tucson (Tucson, AZ)
|
•
|
Brookdale Lacrosse (MC) (LaCrosse, WI)
|
•
|
Brookdale Lacrosse (AL) (LaCrosse, WI)
|
•
|
Brookdale Inver Grove Heights (Inver Grove Heights, MN)
|
•
|
Brookdale Alliance (Alliance, OH)
|
•
|
Brookdale Austintown (Austintown, OH)
|
•
|
Brookdale Westerville (Columbus, OH)
|
•
|
Brookdale Salem (OH) (Salem, OH)
|
•
|
Brookdale Beavercreek (Beavercreek, OH)
|
•
|
Brookdale Leawood State Line (Leawood, KS)
|
•
|
Brookdale Topeka (Topeka, KS)
|
•
|
Brookdale Alderwood (Lynnwood, WA)
|
•
|
Brookdale Utica (AL) (Utica, MI)
|
•
|
Brookdale Northville (Northville, MI)
|
•
|
Brookdale Cary (Cary, NC)
|
•
|
Brookdale Westampton (Westampton, NJ)
|
•
|
Brookdale East Niskayuna (Niskayuna (Schenectady), NY)
|
•
|
Brookdale Williamsville (Williamsville, NY)
|
•
|
Brookdale Pittsford (Pittsford, NY)
|
•
|
Brookdale Kenmore (NY) (Kenmore, NY)
|
•
|
Brookdale Niskayuna (Niskayuna, NY)
|
•
|
Brookdale Northbrook (Northbrook, IL)
|
•
|
Brookdale Salem (VA) (Salem, VA)
|
•
|
Brookdale Anaheim (Anaheim, CA)
|
•
|
Brookdale Tracy (Tracy, CA)
|
•
|
Brookdale South Windsor (South Windsor, CT)
|
•
|
Brookdale Bonita Springs (Bonita Springs, FL)
|
•
|
Brookdale West Boynton Beach (Boynton Beach, FL)
|
•
|
Brookdale Deer Creek (Deerfield Beach, FL)
|
•
|
Brookdale Jensen Beach (Jensen Beach, FL)
|
•
|
Brookdale Cushing Park (Framingham, MA)
|
•
|
Brookdale Cape Cod (Hyannis, MA)
|
•
|
Brookdale Lisle SNF (Lisle, IL)
|
[***]
|
Brookdale Troy MC (MI)
|
CB Troy, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Davison
|
SH Davison, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Delta MC (MI)
|
CB Delta, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Grand Blanc MC (MI)
|
CB Grand Blanc, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Grand Blanc AL (MI)
|
WW Grand Blanc, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Troy AL (MI)
|
WW Troy, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Delta AL (MI)
|
SH Delta, MI
|
MI
|
JER/NHP I
|
[***]
|
Brookdale Fort Myers The Colony
|
CB Ft Myers at the Colony, FL
|
FL
|
JER/NHP I
|
[***]
|
Brookdale Manlius
|
WW Manlius, NY
|
NY
|
JER/NHP I
|
[***]
|
Brookdale Onalaska
|
SH Onalaska, WI
|
WI
|
JER/NHP I
|
[***]
|
Brookdale Sun Prairie
|
SH Sun Prairie, WI
|
WI
|
JER/NHP I
|
[***]
|
Brookdale Mankato
|
SH Mankato, MN
|
MN
|
JER/NHP I
|
[***]
|
Brookdale Winona
|
SH Winona, MN
|
MN
|
JER/NHP I
|
[***]
|
Brookdale Middleton Century Ave
|
SH Middleton, WI
|
WI
|
JER/NHP I
|
[***]
|
Brookdale Willmar
|
SH Willmar, MN
|
MN
|
JER/NHP I
|
[***]
|
Brookdale Faribault
|
SH Faribault, MN
|
MN
|
JER/NHP I
|
[***]
|
Brookdale Derby
|
SH Derby, KS
|
KS
|
JER/NHP I
|
[***]
|
Brookdale Wellington
|
SH Wellington, KS
|
KS
|
JER/NHP I
|
[***]
|
Brookdale Barberton
|
SH Barberton, OH
|
OH
|
JER/NHP I
|
[***]
|
Brookdale Centennial Park
|
SH Englewood, OH
|
OH
|
JER/NHP I
|
[***]
|
Brookdale Marion AL/MC (OH)
|
SH Marion, OH
|
OH
|
JER/NHP I
|
[***]
|
Brookdale Kerrville
|
SH Kerrville, TX
|
TX
|
JER/NHP I
|
[***]
|
Brookdale Medical Center Whitby
|
SH at the Medical Center, TX
|
TX
|
JER/NHP I
|
[***]
|
Brookdale Western Hills
|
SH Temple, TX
|
TX
|
JER/NHP I
|
[***]
|
Brookdale Anaheim
|
Brookdale Anaheim
|
CA
|
Ventas-Summerville ML E
|
[***]
|
Brookdale Tracy
|
Brookdale Tracy
|
CA
|
Ventas-Summerville ML E
|
•
|
This offer is contingent upon completion of an officers’ questionnaire and an auditor’s questionnaire, and the favorable outcome of final reference checks, a background investigation and a pre-employment drug screen. If there is a failure with regard to any one or more of these items, this offer may be rescinded.
|
•
|
You will be provided with relocation assistance in connection with your permanent relocation to the Nashville, TN area. Please see the enclosed Associate Relocation Assistance Agreement for details.
|
•
|
You will receive a sign on bonus in the gross amount of $100,000. This amount will be subject to all applicable withholding taxes. Please see the enclosed Associate Sign-On Bonus Agreement for details.
|
•
|
Your bi-weekly salary will be $19,230.76 (equivalent to $500,000 annually), and you will be paid every other Friday. Your position is considered exempt and you are not eligible for overtime compensation.
|
•
|
You will be eligible to participate in the Management Incentive Plan (MIP) for 2018 on a pro-rated basis, with the target reflecting 100% of your base salary paid in 2018. The pro-rated bonus will be paid subject to the level of achievement of performance measures and other provisions of the plan adopted by the Compensation Committee. For the 2019 MIP, your target award will reflect 100% of your base salary, to be paid subject to the level of achievement of performance measures and other provisions of the plan adopted by the Compensation Committee. Details regarding the 2018 EMIP and 2019 EMIP will be forwarded to you at a later time. Brookdale may revoke or alter any bonus program at any time with or without notice to you.
|
•
|
You will be eligible to participate in Brookdale’s 2014 Omnibus Incentive Plan by receiving an annual grant of restricted stock. Annual awards are expected to be made in the first quarter each year, commencing 2019, and are expected to have a grant date value of approximately $1,000,000, and to be comprised of one-half time-based and one-half performance-based restricted stock.
|
•
|
You will be eligible to participate in the Company’s Amended and Restated Tier I Severance Pay Policy as a Selected Officer (as defined therein). Please note that Brookdale reserves the right to amend, modify, supplement or terminate the policy at any time, subject to the terms of the policy.
|
•
|
As a Full-Time associate, you will be entitled to enroll in the Brookdale welfare plans which include but are not limited to the medical, dental, vision, life and disability insurance programs. If you choose to enroll and do so within a timely manner, your coverage becomes effective the first day of the month following thirty (30) days of service. You must enroll by your eligibility date. If you do not enroll by your eligibility, you will not be eligible to enroll until the open enrollment period, unless you experience a mid-year qualifying event. Please refer to the benefits information mailed to your home address on file.
|
•
|
You become eligible to participate in the Brookdale 401(k) Retirement Savings Plan the first of the month after you have worked at Brookdale for six months. Once you are eligible to participate, you will be enrolled automatically in the plan at a 4% pre-tax contribution level (subject to applicable contribution limits) unless you opt out of the plan or change your contribution amount. If you do not want to enroll, or want to change your contribution amount, you can make such elections when you receive the enrollment packet with details about the plan.
|
•
|
Brookdale is a drug and alcohol free workplace. Brookdale will perform drug and alcohol testing as set forth in its Drug and Alcohol Free Workplace Policy and consistent with all federal, state, and local laws. Failure of any drug or alcohol screen may result in disciplinary action, up to and including termination of your employment.
|
•
|
Brookdale may perform ongoing criminal background screenings to ensure that its associates are compliant with laws regarding convictions and pending charges. As a condition to your employment or continued employment, you may be asked to sign a release for Brookdale to obtain criminal background checks. If you refuse to sign the release, it will be grounds for immediate termination. In the event certain criminal convictions appear on your record, you understand that you may be considered unemployable by Brookdale. You agree to report immediately any felony or misdemeanor charge or conviction occurring after your hire to your supervisor, beyond minor traffic violations, and failure to report may result in disciplinary action, up to and including termination.
|
•
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This offer supersedes all previous offers. Please understand that the terms stated herein (including the Associate Sign-On Bonus Agreement and Associate Relocation Assistance Agreement attached hereto) are the only terms being offered to you. Your employment with Brookdale, if accepted, will be considered “at will” and may be terminated by you, or by Brookdale, with or without cause and with or without notice at any time. Nothing contained in this letter or in any other written or oral communication made prior to the date of this letter
should be considered or interpreted in any manner as a contract or agreement of employment.
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By signing below and accepting the position described herein, you agree to abide by Brookdale’s policies regarding confidentiality and the protection of proprietary information and trade secrets (including those set forth in Brookdale’s Code of Business Conduct and Ethics). These obligations will survive the termination of your employment.
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You will be expected to execute a copy of the Brookdale Dispute Resolution Agreement in the online onboarding process. Execution of that Agreement is a condition of employment at Brookdale.
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Your employment will be subject to all of Brookdale’s employment policies and procedures, including Brookdale’s Associate Handbook, Code of Business Conduct and Ethics, and Code of Ethics for Chief Executive and Senior Financial Officers, each as may be amended, modified or supplemented from time to time.
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The sign-on bonus will be payable (upon appropriate approvals) within 30 days of my start date and will be in the gross amount of $100,000.
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Home Sale Assistance.
Executive may elect to participate in the home sale assistance program under which Brookdale’s relocation company will assist with the sale of executive’s primary residence, including marketing support and a buyer value option (BVO) program. If executive does not participate in the home sale assistance program, Brookdale will pay executive reasonable and customary seller closing costs in connection with the sale of executive’s home, up to 6% of the sales price (note that such seller closing costs will not be grossed up for tax).
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Home Purchase Assistance
. Reasonable and customary buyer closing costs, up to 3% of purchase price, regarding the purchase of my home in the Nashville, TN area
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Household Goods Shipment
. Reasonable expenses related to a one-time packing, loading, transport, and unload of normal household furnishings and possession by preferred vendor
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Auto Shipment
. Two auto shipment via van line
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Household Good Storage
. Up to 90 days of storage of household goods at either origin or destination
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House Hunting Trips
. Reasonable expenses for up to two trips for executive and executive’s family (combined max of 6 nights), including roundtrip transportation, rental car, lodging and meals
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Temporary Living
. If purchasing in Nashville, TN area, up to three months in a fully-furnished corporate apartment or house (excluding pet fees)
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Final Move Expenses
. One-way transportation from origin to destination, including airfare or mileage (per IRS guidelines) and reasonable lodging and meals
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Relocation Allowance
. A miscellaneous allowance for reimbursements in the amount of $5,000 (grossed up) will be processed by the relocation company. Executive can allocate this allowance toward specific relocation services or out-of-pocket expenses not covered in this policy (e.g., car registration, licenses, etc.)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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November 6, 2018
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/s/ Lucinda M. Baier
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Lucinda M. Baier
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President and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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November 6, 2018
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/s/ Steven E. Swain
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Steven E. Swain
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Executive Vice President and Chief Financial Officer
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