[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
20-3068069
(I.R.S. Employer
Identification No.)
|
(Registrant's telephone number including area code)
|
(615) 221-2250
|
Title of Each Class
Common Stock, $0.01 Par Value Per Share
|
|
Name of Each Exchange on Which Registered
New York Stock Exchange
|
Large accelerated filer [X]
|
Accelerated filer [ ]
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|
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
|
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Emerging growth company [ ]
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PAGE
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PART I
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Item 1
|
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Item 1A
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Item 1B
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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 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 16
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Item 1.
|
Business.
|
•
|
Associates
. Brookdale’s culture is based on servant leadership, and our associates are the key to attracting and caring for residents and patients and improving our operations. Through this strategic priority, we intend to attract, engage, develop and retain the best associates by maintaining a compelling value proposition in the areas of compensation, leadership, career growth and meaningful work. We continue to execute on our three-year plan initiated in 2017 to invest above the industry to improve our associate total rewards program and our performance management, training and development program for our community leaders and staff. We believe engaged associates lead to an enhanced resident experience and lower turnover, leading to improved operations.
|
•
|
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. We believe that earning the trust of our residents, patients and their families will allow us to build relationships that create passionate advocates and generate referrals. Through this strategic priority, we intend to provide excellent customer service and expand referral development programs in order to earn the trust of our customers and the communities in which we operate and ultimately increase our move-ins and reduce our controllable move-outs.
|
•
|
Winning Locally and Leveraging Scale Effectively
.
We intend to win locally while also leveraging our scale. With this priority, we are committed to completing our community-level capital expenditures as planned, maintaining the quality of our communities and their operations, and aligning our sales, marketing and operations teams to drive top line performance. We also are executing on plans to improve our sales process, to prioritize communities with the most opportunities for improvements and to ensure that our communities are ready for new competition.
|
Segments
|
|
Communities
|
|
Units
|
|
% of Total Units
|
|
Average Number of Units per Community
|
||||
Independent Living
|
|
68
|
|
|
12,419
|
|
|
14.7
|
%
|
|
183
|
|
Assisted Living and Memory Care
|
|
593
|
|
|
37,500
|
|
|
44.5
|
%
|
|
63
|
|
CCRCs
|
|
26
|
|
|
6,573
|
|
|
7.8
|
%
|
|
253
|
|
Managed
|
|
205
|
|
|
27,787
|
|
|
33.0
|
%
|
|
136
|
|
Total
|
|
892
|
|
|
84,279
|
|
|
100.0
|
%
|
|
94
|
|
Segments
|
|
Revenue
|
|
% of Total Revenue
|
|||
Independent Living
|
|
$
|
599,977
|
|
|
17.0
|
%
|
Assisted Living and Memory Care
|
|
1,995,851
|
|
|
56.8
|
%
|
|
CCRCs
|
|
416,408
|
|
|
11.8
|
%
|
|
Health Care Services
|
|
436,975
|
|
|
12.4
|
%
|
|
Management Fees
|
|
71,986
|
|
|
2.0
|
%
|
|
Total resident fee and management fee revenue
|
|
$
|
3,521,197
|
|
|
100.0
|
%
|
Community Type
|
|
Communities
|
|
Units
|
|
% of Total Units
|
|
Management Fees
|
|
% of Total Management Fees
|
Independent Living
|
|
31
|
|
5,434
|
|
19.5%
|
|
11,538
|
|
16.0%
|
Assisted Living and Memory Care
|
|
134
|
|
10,907
|
|
39.3%
|
|
25,119
|
|
34.9%
|
CCRCs
|
|
40
|
|
11,446
|
|
41.2%
|
|
35,329
|
|
49.1%
|
Total
|
|
205
|
|
27,787
|
|
100.0%
|
|
71,986
|
|
100.0%
|
•
|
Skilled management team with extensive experience
. Our senior management team and our Board of Directors have extensive experience in the senior living, healthcare and real estate industries, including the operation and management of a broad range of senior living assets.
|
•
|
Geographically diverse, high-quality, purpose-built communities
. As of
December 31, 2018
, we are the largest operator of senior living communities in the United States based on total capacity, with
892
communities in
45
states and the ability to serve approximately
84,000
residents.
|
•
|
Ability to provide a broad spectrum of care
. Given our diverse mix of independent living, assisted living and memory care communities and CCRCs, as well as our healthcare services offerings, we are able to meet a wide range of our residents’ and patients’ needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
|
•
|
The size of our business allows us to realize cost and operating efficiencies while continuing a local-community focus
. The size of our business allows us to realize cost savings, economies of scale in the procurement of goods and services, and access to favorable debt and financing terms. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We negotiate contracts for food, insurance and other goods and services with the advantages that scale provides. In addition, we leverage our centralized corporate functions such as finance, human resources, legal, information technology and marketing. We intend to utilize our expertise and size to capitalize on economies of scale resulting from our national platform and to enhance our residents’ and patients’ experiences. We believe that our geographic footprint and centralized infrastructure provide us with a significant operational advantage over local and regional operators of senior living communities.
|
•
|
Significant experience in providing healthcare services
. Through our Health Care Services segment, we provide a range of home health, hospice, outpatient therapy, education, wellness and other services to residents of certain of our communities and to seniors outside our communities, which we believe is a distinct competitive difference among senior housing operators. We have significant experience in providing these services and expect to receive additional revenues as we expand our offerings of these services to additional residents and seniors living outside of our communities.
|
Item 1A.
|
Risk Factors.
|
•
|
We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
|
•
|
Increases in our outstanding indebtedness, leverage and long-term lease obligations will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
•
|
Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
|
•
|
Our ability to pay dividends to our stockholders (should we initiate dividend payments in the future) may be limited.
|
•
|
blank-check preferred stock;
|
•
|
provisions preventing stockholders from calling special meetings or acting by written consent;
|
•
|
advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
|
•
|
no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
|
•
|
variations in our quarterly results of operations and cash flow;
|
•
|
changes in our operating performance and liquidity guidance;
|
•
|
the contents of published research reports about us or the senior living, healthcare or real estate industries or the failure of securities analysts to cover our common stock;
|
•
|
additions or departures of key management personnel;
|
•
|
any increased indebtedness we may incur or lease obligations we may enter into in the future;
|
•
|
actions by institutional stockholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
speculation or reports by the press or investment community with respect to us or the senior living, healthcare or real estate industries in general;
|
•
|
proxy contests or other shareholder activism;
|
•
|
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
|
•
|
downturns in the real estate market or changes in market valuations of senior living communities;
|
•
|
changes or proposed changes in laws or regulations affecting the senior living and healthcare industries or enforcement of these laws and regulations, or announcements relating to these matters; and
|
•
|
general market and economic conditions.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
|
|
|
|
Number of Communities
|
||||||||||||||
State
|
|
Units
|
|
Occupancy
|
|
Owned
|
|
Leased
|
|
Managed
|
|
Total
|
||||||
Florida
|
|
13,129
|
|
|
82
|
%
|
|
44
|
|
|
32
|
|
|
25
|
|
|
101
|
|
Texas
|
|
10,482
|
|
|
84
|
%
|
|
58
|
|
|
19
|
|
|
26
|
|
|
103
|
|
California
|
|
10,161
|
|
|
83
|
%
|
|
26
|
|
|
27
|
|
|
33
|
|
|
86
|
|
Colorado
|
|
4,371
|
|
|
82
|
%
|
|
11
|
|
|
13
|
|
|
14
|
|
|
38
|
|
Ohio
|
|
3,565
|
|
|
81
|
%
|
|
21
|
|
|
16
|
|
|
6
|
|
|
43
|
|
North Carolina
|
|
3,491
|
|
|
87
|
%
|
|
7
|
|
|
50
|
|
|
1
|
|
|
58
|
|
Illinois
|
|
3,179
|
|
|
89
|
%
|
|
2
|
|
|
10
|
|
|
4
|
|
|
16
|
|
Washington
|
|
2,809
|
|
|
90
|
%
|
|
14
|
|
|
19
|
|
|
—
|
|
|
33
|
|
Oregon
|
|
2,503
|
|
|
90
|
%
|
|
8
|
|
|
15
|
|
|
10
|
|
|
33
|
|
Arizona
|
|
2,347
|
|
|
87
|
%
|
|
14
|
|
|
13
|
|
|
1
|
|
|
28
|
|
New York
|
|
2,167
|
|
|
78
|
%
|
|
16
|
|
|
9
|
|
|
4
|
|
|
29
|
|
Michigan
|
|
2,118
|
|
|
83
|
%
|
|
9
|
|
|
23
|
|
|
1
|
|
|
33
|
|
Tennessee
|
|
1,815
|
|
|
92
|
%
|
|
12
|
|
|
10
|
|
|
5
|
|
|
27
|
|
South Carolina
|
|
1,544
|
|
|
78
|
%
|
|
5
|
|
|
7
|
|
|
10
|
|
|
22
|
|
Kansas
|
|
1,264
|
|
|
92
|
%
|
|
8
|
|
|
11
|
|
|
1
|
|
|
20
|
|
Massachusetts
|
|
1,263
|
|
|
79
|
%
|
|
3
|
|
|
3
|
|
|
4
|
|
|
10
|
|
Georgia
|
|
1,208
|
|
|
86
|
%
|
|
5
|
|
|
3
|
|
|
9
|
|
|
17
|
|
Pennsylvania
|
|
1,204
|
|
|
86
|
%
|
|
7
|
|
|
3
|
|
|
1
|
|
|
11
|
|
New Jersey
|
|
1,148
|
|
|
88
|
%
|
|
7
|
|
|
5
|
|
|
1
|
|
|
13
|
|
Virginia
|
|
1,146
|
|
|
86
|
%
|
|
7
|
|
|
3
|
|
|
2
|
|
|
12
|
|
Alabama
|
|
1,134
|
|
|
88
|
%
|
|
6
|
|
|
—
|
|
|
2
|
|
|
8
|
|
Missouri
|
|
1,096
|
|
|
89
|
%
|
|
2
|
|
|
—
|
|
|
3
|
|
|
5
|
|
Indiana
|
|
1,091
|
|
|
77
|
%
|
|
4
|
|
|
8
|
|
|
1
|
|
|
13
|
|
|
|
|
|
Number of Communities
|
||||||||||||||
State
|
|
Units
|
|
Occupancy
|
|
Owned
|
|
Leased
|
|
Managed
|
|
Total
|
||||||
Oklahoma
|
|
1,005
|
|
|
89
|
%
|
|
3
|
|
|
16
|
|
|
5
|
|
|
24
|
|
Rhode Island
|
|
907
|
|
|
77
|
%
|
|
1
|
|
|
2
|
|
|
4
|
|
|
7
|
|
Minnesota
|
|
836
|
|
|
75
|
%
|
|
—
|
|
|
12
|
|
|
4
|
|
|
16
|
|
Connecticut
|
|
828
|
|
|
68
|
%
|
|
2
|
|
|
3
|
|
|
3
|
|
|
8
|
|
Wisconsin
|
|
760
|
|
|
87
|
%
|
|
5
|
|
|
7
|
|
|
3
|
|
|
15
|
|
Kentucky
|
|
692
|
|
|
75
|
%
|
|
1
|
|
|
1
|
|
|
3
|
|
|
5
|
|
Idaho
|
|
605
|
|
|
92
|
%
|
|
7
|
|
|
1
|
|
|
—
|
|
|
8
|
|
Maryland
|
|
560
|
|
|
91
|
%
|
|
2
|
|
|
1
|
|
|
3
|
|
|
6
|
|
Arkansas
|
|
494
|
|
|
86
|
%
|
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Louisiana
|
|
486
|
|
|
85
|
%
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
New Mexico
|
|
457
|
|
|
72
|
%
|
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
Nevada
|
|
408
|
|
|
83
|
%
|
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Mississippi
|
|
386
|
|
|
80
|
%
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Nebraska
|
|
379
|
|
|
91
|
%
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Utah
|
|
368
|
|
|
69
|
%
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Montana
|
|
238
|
|
|
92
|
%
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
Delaware
|
|
199
|
|
|
76
|
%
|
|
2
|
|
|
—
|
|
|
1
|
|
|
3
|
|
Iowa
|
|
106
|
|
|
69
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Vermont
|
|
101
|
|
|
92
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
West Virginia
|
|
93
|
|
|
95
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
New Hampshire
|
|
90
|
|
|
81
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Wyoming
|
|
46
|
|
|
81
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
|
84,279
|
|
|
84
|
%
|
|
344
|
|
|
343
|
|
|
205
|
|
|
892
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
12/13
|
|
|
12/14
|
|
|
12/15
|
|
|
12/16
|
|
|
12/17
|
|
|
12/18
|
|
||||||
Brookdale Senior Living Inc.
|
|
$
|
100.00
|
|
|
$
|
134.92
|
|
|
$
|
67.92
|
|
|
$
|
45.70
|
|
|
$
|
35.69
|
|
|
$
|
24.65
|
|
S&P 500
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
S&P Health Care
|
|
100.00
|
|
|
125.34
|
|
|
133.97
|
|
|
130.37
|
|
|
159.15
|
|
|
169.44
|
|
Period
|
|
Total
Number of
Shares
Purchased
(1)
|
|
Average
Price Paid
per Share ($)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
(2)
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs ($ in thousands)
(2)
|
||||
10/1/2018 - 10/31/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,360
|
|
11/1/2018 - 11/30/2018
|
|
13,658
|
|
|
7.67
|
|
|
—
|
|
|
90,360
|
|
12/1/2018 - 12/31/2018
|
|
1,296,394
|
|
|
6.64
|
|
|
1,280,802
|
|
|
81,860
|
|
Total
|
|
1,310,052
|
|
|
6.65
|
|
|
1,280,802
|
|
|
|
(1)
|
Includes 1,280,802 shares purchased in open market transactions pursuant to the publicly announced repurchase program summarized in footnote (2) below and the following number of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock: November 2018 - 13,658 shares and December 2018 - 15,592 shares. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
|
(2)
|
On November 1, 2016, the Company announced that its Board of Directors had approved a 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. As of
December 31, 2018
, approximately
$81.9 million
remained available under the repurchase program.
|
Item 6.
|
Selected Financial Data.
|
(in thousands, except per share and other operating data)
|
For the Years Ended December 31,
|
||||||||||||||||||
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
Total revenue
|
$
|
4,531,426
|
|
|
$
|
4,747,116
|
|
|
$
|
4,976,980
|
|
|
$
|
4,960,608
|
|
|
$
|
3,831,706
|
|
Facility operating expense
|
2,453,328
|
|
|
2,602,155
|
|
|
2,799,402
|
|
|
2,788,862
|
|
|
2,210,368
|
|
|||||
General and administrative expense
|
250,495
|
|
|
255,446
|
|
|
313,409
|
|
|
370,579
|
|
|
280,267
|
|
|||||
Transaction costs
|
8,980
|
|
|
22,573
|
|
|
3,990
|
|
|
8,252
|
|
|
66,949
|
|
|||||
Facility lease expense
|
303,294
|
|
|
339,721
|
|
|
373,635
|
|
|
367,574
|
|
|
323,830
|
|
|||||
Depreciation and amortization
|
447,455
|
|
|
482,077
|
|
|
520,402
|
|
|
733,165
|
|
|
537,035
|
|
|||||
Goodwill and asset impairment
(1)
|
489,893
|
|
|
409,782
|
|
|
248,515
|
|
|
57,941
|
|
|
9,992
|
|
|||||
Loss on facility lease termination and
modification, net
|
162,001
|
|
|
14,276
|
|
|
11,113
|
|
|
76,143
|
|
|
—
|
|
|||||
Costs incurred on behalf of managed communities
|
1,010,229
|
|
|
891,131
|
|
|
737,597
|
|
|
723,298
|
|
|
488,170
|
|
|||||
Total operating expense
|
5,125,675
|
|
|
5,017,161
|
|
|
5,008,063
|
|
|
5,125,814
|
|
|
3,916,611
|
|
|||||
Income (loss) from operations
|
(594,249
|
)
|
|
(270,045
|
)
|
|
(31,083
|
)
|
|
(165,206
|
)
|
|
(84,905
|
)
|
|||||
Interest income
|
9,846
|
|
|
4,623
|
|
|
2,933
|
|
|
1,603
|
|
|
1,343
|
|
|||||
Interest expense
|
(280,269
|
)
|
|
(326,154
|
)
|
|
(385,617
|
)
|
|
(388,764
|
)
|
|
(248,188
|
)
|
|||||
Debt modification and extinguishment costs
|
(11,677
|
)
|
|
(12,409
|
)
|
|
(9,170
|
)
|
|
(7,020
|
)
|
|
(6,387
|
)
|
|||||
Equity in (loss) earnings of unconsolidated ventures
|
(8,804
|
)
|
|
(14,827
|
)
|
|
1,660
|
|
|
(804
|
)
|
|
171
|
|
|||||
Gain on sale of assets, net
|
293,246
|
|
|
19,273
|
|
|
7,218
|
|
|
1,270
|
|
|
446
|
|
|||||
Other non-operating income
|
14,099
|
|
|
11,418
|
|
|
14,801
|
|
|
8,557
|
|
|
6,789
|
|
|||||
Income (loss) before income taxes
|
(577,808
|
)
|
|
(588,121
|
)
|
|
(399,258
|
)
|
|
(550,364
|
)
|
|
(330,731
|
)
|
|||||
Benefit (provision) for income taxes
|
49,456
|
|
|
16,515
|
|
|
(5,378
|
)
|
|
92,209
|
|
|
181,305
|
|
|||||
Net income (loss)
|
(528,352
|
)
|
|
(571,606
|
)
|
|
(404,636
|
)
|
|
(458,155
|
)
|
|
(149,426
|
)
|
|||||
Net (income) loss attributable to noncontrolling interest
|
94
|
|
|
187
|
|
|
239
|
|
|
678
|
|
|
436
|
|
|||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(528,258
|
)
|
|
$
|
(571,419
|
)
|
|
$
|
(404,397
|
)
|
|
$
|
(457,477
|
)
|
|
$
|
(148,990
|
)
|
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.82
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
(2.18
|
)
|
|
$
|
(2.48
|
)
|
|
$
|
(1.01
|
)
|
Weighted average shares of common stock used in computing basic and diluted net income (loss) per share
|
187,468
|
|
|
186,155
|
|
|
185,653
|
|
|
184,333
|
|
|
148,185
|
|
|||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of communities operated and managed (at end of period)
|
892
|
|
|
1,023
|
|
|
1,055
|
|
|
1,123
|
|
|
1,143
|
|
|||||
Total units operated and managed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Period end
|
84,279
|
|
|
100,582
|
|
|
102,768
|
|
|
107,786
|
|
|
110,219
|
|
|||||
Weighted average
|
94,562
|
|
|
101,779
|
|
|
106,122
|
|
|
109,342
|
|
|
84,299
|
|
|||||
RevPAR
(2)
|
$
|
3,972
|
|
|
$
|
3,890
|
|
|
$
|
3,845
|
|
|
$
|
3,742
|
|
|
$
|
2,663
|
|
Owned/leased communities occupancy rate (weighted average)
|
84.3
|
%
|
|
85.0
|
%
|
|
86.0
|
%
|
|
86.8
|
%
|
|
88.3
|
%
|
|||||
RevPOR
(3)
|
$
|
4,712
|
|
|
$
|
4,578
|
|
|
$
|
4,468
|
|
|
$
|
4,310
|
|
|
$
|
4,357
|
|
(1)
|
During the year ended
December 31, 2018
, we recorded
$489.9 million
of non-cash impairment charges. The impairment charges included
$351.7 million
of goodwill within the Assisted Living and Memory Care segment,
$78.0 million
of property, plant and equipment and leasehold intangibles for certain communities,
$33.4 million
related to investments in unconsolidated ventures,
$15.6
million related to assets held for sale, and
$9.1 million
of intangible assets for health care licenses within the Health Care Services segment. During the year ended
December 31, 2017
, we recorded impairment
|
(2)
|
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
(3)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
|
As of December 31,
|
||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash and cash equivalents
|
$
|
398.3
|
|
|
$
|
222.6
|
|
|
$
|
216.4
|
|
|
$
|
88.0
|
|
|
$
|
104.1
|
|
Marketable securities
|
$
|
14.9
|
|
|
$
|
291.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
6,467.3
|
|
|
$
|
7,675.4
|
|
|
$
|
9,217.7
|
|
|
$
|
10,048.6
|
|
|
$
|
10,417.5
|
|
Total long-term debt and line of credit
|
$
|
3,640.2
|
|
|
$
|
3,870.7
|
|
|
$
|
3,559.6
|
|
|
$
|
3,942.8
|
|
|
$
|
3,597.0
|
|
Total capital and financing lease obligations
|
$
|
874.5
|
|
|
$
|
1,271.6
|
|
|
$
|
2,485.5
|
|
|
$
|
2,489.6
|
|
|
$
|
2,649.2
|
|
Total equity
|
$
|
1,018.4
|
|
|
$
|
1,530.3
|
|
|
$
|
2,077.7
|
|
|
$
|
2,458.7
|
|
|
$
|
2,882.2
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Associates
. Brookdale’s culture is based on servant leadership, and our associates are the key to attracting and caring for residents and patients and improving our operations. Through this strategic priority, we intend to attract, engage, develop and retain the best associates by maintaining a compelling value proposition in the areas of compensation, leadership, career growth and meaningful work. We continue to execute on our three-year plan initiated in 2017 to invest above the industry to improve our associate total rewards program and our performance management, training and development program for our community leaders and staff. We believe engaged associates lead to an enhanced resident experience and lower turnover, leading to improved operations.
|
•
|
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. We believe that earning the trust of our residents, patients and their families will allow us to build relationships that create passionate advocates and generate referrals. Through this strategic priority, we intend to provide excellent customer service and expand referral development programs in order to earn the trust of our customers and the communities in which we operate and ultimately increase our move-ins and reduce our controllable move-outs.
|
•
|
Winning Locally and Leveraging Scale Effectively
.
We intend to win locally while also leveraging our scale. With this priority, we are committed to completing our community-level capital expenditures as planned, maintaining the quality of our communities and their operations, and aligning our sales, marketing and operations teams to drive top line performance. We also are executing on plans to improve our sales process, to prioritize communities with the most opportunities for improvements and to ensure that our communities are ready for new competition.
|
•
|
Lease Terminations.
The Company and Welltower agreed to early termination of our triple-net lease obligations on 37 communities (4,095 units) effective June 30, 2018. The communities were part of two lease portfolios 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 agreed to manage the foregoing 37 communities on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period. We recognized a $22.6 million loss on lease termination during the year ended December 31, 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 as of 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 sold our 20% equity interest in our 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). We agreed to continue to manage the communities in the venture on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period.
|
•
|
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 year ended December 31, 2018, we acquired two communities formerly leased (208 units) for an aggregate purchase price of $35.4 million and leases with respect to 33 communities (3,123 units) were terminated, and such communities were removed from the HCP Master Lease, which completed the terminations of leases as provided in the HCP Master Lease. We agreed to manage communities for which leases were terminated on an interim basis until the communities have been transitioned to new managers, and such communities
|
•
|
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 31 such communities (4,849 units) were terminated by HCP during the year ended December 31, 2018 (for which we recognized an $8.7 million non-cash management contract termination gain) and we expect the termination of management agreements on the remaining six communities (673 units) to occur during 2019.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to eight communities (867 units). HCP agreed to contribute immediately thereafter four of such communities, consisting of 527 units, to an existing unconsolidated venture with HCP in which we held a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities (773 units) were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to 25 communities (2,031 units). During the year ended December 31, 2017, our triple-net lease obligations with respect to such communities were terminated. We agreed to manage communities for which leases were terminated on an interim basis until the communities were transitioned to new managers, and such communities were reported in the Management Services segment during such interim period.
|
|
Year Ended December 31, 2018
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
599,977
|
|
|
$
|
81,280
|
|
|
$
|
518,697
|
|
Assisted Living and Memory Care
|
1,995,851
|
|
|
205,241
|
|
|
1,790,610
|
|
|||
CCRCs
|
416,408
|
|
|
15,965
|
|
|
400,443
|
|
|||
Senior housing resident fees
|
3,012,236
|
|
|
302,486
|
|
|
2,709,750
|
|
|||
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
359,368
|
|
|
48,154
|
|
|
311,214
|
|
|||
Assisted Living and Memory Care
|
1,366,869
|
|
|
145,106
|
|
|
1,221,763
|
|
|||
CCRCs
|
324,196
|
|
|
14,542
|
|
|
309,654
|
|
|||
Senior housing facility operating expense
|
2,050,433
|
|
|
207,802
|
|
|
1,842,631
|
|
|||
Cash lease payments
|
$
|
457,388
|
|
|
$
|
78,264
|
|
|
$
|
379,124
|
|
|
Year Ended December 31, 2017
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
654,196
|
|
|
$
|
152,190
|
|
|
$
|
502,006
|
|
Assisted Living and Memory Care
|
2,210,688
|
|
|
423,302
|
|
|
1,787,386
|
|
|||
CCRCs
|
468,994
|
|
|
78,392
|
|
|
390,602
|
|
|||
Senior housing resident fees
|
3,333,878
|
|
|
653,884
|
|
|
2,679,994
|
|
|||
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
382,779
|
|
|
90,134
|
|
|
292,645
|
|
|||
Assisted Living and Memory Care
|
1,461,630
|
|
|
294,528
|
|
|
1,167,102
|
|
|||
CCRCs
|
362,832
|
|
|
68,702
|
|
|
294,130
|
|
|||
Senior housing facility operating expense
|
2,207,241
|
|
|
453,364
|
|
|
1,753,877
|
|
|||
Cash lease payments
|
$
|
552,903
|
|
|
$
|
172,442
|
|
|
$
|
380,461
|
|
|
Year Ended December 31, 2016
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
679,503
|
|
|
$
|
189,205
|
|
|
$
|
490,298
|
|
Assisted Living and Memory Care
|
2,419,459
|
|
|
642,782
|
|
|
1,776,677
|
|
|||
CCRCs
|
592,826
|
|
|
201,613
|
|
|
391,213
|
|
|||
Senior housing resident fees
|
3,691,788
|
|
|
1,033,600
|
|
|
2,658,188
|
|
|||
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
384,973
|
|
|
110,014
|
|
|
274,959
|
|
|||
Assisted Living and Memory Care
|
1,542,642
|
|
|
443,137
|
|
|
1,099,505
|
|
|||
CCRCs
|
459,417
|
|
|
169,297
|
|
|
290,120
|
|
|||
Senior housing facility operating expense
|
2,387,032
|
|
|
722,448
|
|
|
1,664,584
|
|
|||
Cash lease payments
|
$
|
622,886
|
|
|
$
|
259,114
|
|
|
$
|
363,772
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Number of communities
|
|
|
|
|
|
|||
Independent Living
|
17
|
|
|
10
|
|
|
2
|
|
Assisted Living and Memory Care
|
91
|
|
|
86
|
|
|
52
|
|
CCRCs
|
3
|
|
|
12
|
|
|
3
|
|
Total
|
111
|
|
|
108
|
|
|
57
|
|
Total units
|
|
|
|
|
|
|||
Independent Living
|
2,864
|
|
|
2,078
|
|
|
206
|
|
Assisted Living and Memory Care
|
7,437
|
|
|
5,858
|
|
|
2,954
|
|
CCRCs
|
547
|
|
|
2,389
|
|
|
879
|
|
Total
|
10,848
|
|
|
10,325
|
|
|
4,039
|
|
(in thousands)
|
Amounts Attributable to Planned Dispositions
|
||
Resident fees
|
|
||
Assisted Living and Memory Care
|
$
|
19,940
|
|
CCRCs
|
42,724
|
|
|
Senior housing resident fees
|
$
|
62,664
|
|
Facility operating expense
|
|
||
Assisted Living and Memory Care
|
$
|
18,500
|
|
CCRCs
|
39,740
|
|
|
Senior housing facility operating expense
|
$
|
58,240
|
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(in millions)
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Total revenues
|
$
|
4,531.4
|
|
|
$
|
4,747.1
|
|
|
$
|
(215.7
|
)
|
|
(4.5
|
)%
|
Facility operating expense
|
$
|
2,453.3
|
|
|
$
|
2,602.2
|
|
|
$
|
(148.9
|
)
|
|
(5.7
|
)%
|
Net income (loss)
|
$
|
(528.4
|
)
|
|
$
|
(571.6
|
)
|
|
$
|
(43.2
|
)
|
|
(7.6
|
)%
|
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(528.3
|
)
|
|
$
|
(571.4
|
)
|
|
$
|
(43.1
|
)
|
|
(7.6
|
)%
|
Adjusted EBITDA
(1)
|
$
|
509.6
|
|
|
$
|
638.6
|
|
|
$
|
(129.0
|
)
|
|
(20.2
|
)%
|
Net cash provided by operating activities
|
$
|
204.0
|
|
|
$
|
378.4
|
|
|
$
|
(174.4
|
)
|
|
(46.1
|
)%
|
Adjusted Free Cash Flow
(1)
|
$
|
19.8
|
|
|
$
|
109.2
|
|
|
$
|
(89.4
|
)
|
|
(81.9
|
)%
|
(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.
|
|
|
|
|
|
|
|
|
|||||||
(dollars in thousands, except RevPAR and RevPOR)
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(1)
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
|
|
|
|
|
|
|
|||||||
Independent Living
|
$
|
599,977
|
|
|
$
|
654,196
|
|
|
$
|
(54,219
|
)
|
|
(8.3
|
)%
|
Assisted Living and Memory Care
|
1,995,851
|
|
|
2,210,688
|
|
|
(214,837
|
)
|
|
(9.7
|
)%
|
|||
CCRCs
|
416,408
|
|
|
468,994
|
|
|
(52,586
|
)
|
|
(11.2
|
)%
|
|||
Health Care Services
|
436,975
|
|
|
446,262
|
|
|
(9,287
|
)
|
|
(2.1
|
)%
|
|||
Total resident fees
|
3,449,211
|
|
|
3,780,140
|
|
|
(330,929
|
)
|
|
(8.8
|
)%
|
|||
Management services
(2)
|
1,082,215
|
|
|
966,976
|
|
|
115,239
|
|
|
11.9
|
%
|
|||
Total revenue
|
4,531,426
|
|
|
4,747,116
|
|
|
(215,690
|
)
|
|
(4.5
|
)%
|
|||
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Facility operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
359,368
|
|
|
382,779
|
|
|
(23,411
|
)
|
|
(6.1
|
)%
|
|||
Assisted Living and Memory Care
|
1,366,869
|
|
|
1,461,630
|
|
|
(94,761
|
)
|
|
(6.5
|
)%
|
|||
CCRCs
|
324,196
|
|
|
362,832
|
|
|
(38,636
|
)
|
|
(10.6
|
)%
|
|||
Health Care Services
|
402,895
|
|
|
394,914
|
|
|
7,981
|
|
|
2.0
|
%
|
|||
Total facility operating expense
|
2,453,328
|
|
|
2,602,155
|
|
|
(148,827
|
)
|
|
(5.7
|
)%
|
|||
General and administrative expense
|
250,495
|
|
|
255,446
|
|
|
(4,951
|
)
|
|
(1.9
|
)%
|
|||
Transaction costs
|
8,980
|
|
|
22,573
|
|
|
(13,593
|
)
|
|
(60.2
|
)%
|
|||
Facility lease expense
|
303,294
|
|
|
339,721
|
|
|
(36,427
|
)
|
|
(10.7
|
)%
|
|||
Depreciation and amortization
|
447,455
|
|
|
482,077
|
|
|
(34,622
|
)
|
|
(7.2
|
)%
|
|||
Goodwill and asset impairment
|
489,893
|
|
|
409,782
|
|
|
80,111
|
|
|
19.5
|
%
|
|||
Loss on facility lease termination and modification, net
|
162,001
|
|
|
14,276
|
|
|
147,725
|
|
|
NM
|
|
|||
Costs incurred on behalf of managed communities
|
1,010,229
|
|
|
891,131
|
|
|
119,098
|
|
|
13.4
|
%
|
|||
Total operating expense
|
5,125,675
|
|
|
5,017,161
|
|
|
108,514
|
|
|
2.2
|
%
|
|||
Income (loss) from operations
|
(594,249
|
)
|
|
(270,045
|
)
|
|
(324,204
|
)
|
|
(120.1
|
)%
|
|||
Interest income
|
9,846
|
|
|
4,623
|
|
|
5,223
|
|
|
113.0
|
%
|
|||
Interest expense
|
(280,269
|
)
|
|
(326,154
|
)
|
|
(45,885
|
)
|
|
(14.1
|
)%
|
|||
Debt modification and extinguishment costs
|
(11,677
|
)
|
|
(12,409
|
)
|
|
(732
|
)
|
|
(5.9
|
)%
|
|||
Equity in loss of unconsolidated ventures
|
(8,804
|
)
|
|
(14,827
|
)
|
|
(6,023
|
)
|
|
(40.6
|
)%
|
|||
Gain on sale of assets, net
|
293,246
|
|
|
19,273
|
|
|
273,973
|
|
|
NM
|
|
|||
Other non-operating income
|
14,099
|
|
|
11,418
|
|
|
2,681
|
|
|
23.5
|
%
|
|||
Income (loss) before income taxes
|
(577,808
|
)
|
|
(588,121
|
)
|
|
(10,313
|
)
|
|
(1.8
|
)%
|
|||
Benefit (provision) for income taxes
|
49,456
|
|
|
16,515
|
|
|
32,941
|
|
|
199.5
|
%
|
|||
Net income (loss)
|
(528,352
|
)
|
|
(571,606
|
)
|
|
(43,254
|
)
|
|
(7.6
|
)%
|
|||
Net (income) loss attributable to noncontrolling interest
|
94
|
|
|
187
|
|
|
(93
|
)
|
|
(49.7
|
)%
|
|||
Net income (loss) attributable to Brookdale Senior Living
Inc. common stockholders
|
$
|
(528,258
|
)
|
|
$
|
(571,419
|
)
|
|
$
|
(43,161
|
)
|
|
(7.6
|
)%
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
Percent
(1)
|
|||||||
Selected Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Number of communities operated and managed (period end)
|
892
|
|
|
1,023
|
|
|
(131
|
)
|
|
(12.8
|
)%
|
|||
Units operated and managed
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
84,279
|
|
|
100,582
|
|
|
(16,303
|
)
|
|
(16.2
|
)%
|
|||
Weighted average
|
94,562
|
|
|
101,779
|
|
|
(7,217
|
)
|
|
(7.1
|
)%
|
|||
Owned/leased units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
56,492
|
|
|
66,641
|
|
|
(10,149
|
)
|
|
(15.2
|
)%
|
|||
Weighted average
|
63,170
|
|
|
71,365
|
|
|
(8,195
|
)
|
|
(11.5
|
)%
|
|||
RevPAR
(3)
|
$
|
3,972
|
|
|
$
|
3,890
|
|
|
82
|
|
|
2.1
|
%
|
|
Owned/leased communities occupancy rate (weighted average)
|
84.3
|
%
|
|
85.0
|
%
|
|
(0.7
|
)%
|
|
(0.8
|
)%
|
|||
RevPOR
(4)
|
$
|
4,712
|
|
|
$
|
4,578
|
|
|
$
|
134
|
|
|
2.9
|
%
|
Selected Segment Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Independent Living
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
68
|
|
|
84
|
|
|
(16
|
)
|
|
(19.0
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
12,419
|
|
|
15,042
|
|
|
(2,623
|
)
|
|
(17.4
|
)%
|
|||
Weighted average
|
14,164
|
|
|
16,124
|
|
|
(1,960
|
)
|
|
(12.2
|
)%
|
|||
RevPAR
(3)
|
3,530
|
|
|
3,381
|
|
|
149
|
|
|
4.4
|
%
|
|||
Occupancy rate (weighted average)
|
88.8
|
%
|
|
87.7
|
%
|
|
1.1
|
%
|
|
1.3
|
%
|
|||
RevPOR
(4)
|
$
|
3,977
|
|
|
$
|
3,854
|
|
|
$
|
123
|
|
|
3.2
|
%
|
Assisted Living and Memory Care
|
|
|
|
|
|
|
|
|
|
|
|
|||
Number of communities (period end)
|
593
|
|
|
682
|
|
|
(89
|
)
|
|
(13.0
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
37,500
|
|
|
44,773
|
|
|
(7,273
|
)
|
|
(16.2
|
)%
|
|||
Weighted average
|
42,229
|
|
|
47,523
|
|
|
(5,294
|
)
|
|
(11.1
|
)%
|
|||
RevPAR
(3)
|
3,939
|
|
|
3,877
|
|
|
62
|
|
|
1.6
|
%
|
|||
Occupancy rate (weighted average)
|
83.0
|
%
|
|
84.3
|
%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
|||
RevPOR
(4)
|
$
|
4,747
|
|
|
$
|
4,597
|
|
|
$
|
150
|
|
|
3.3
|
%
|
CCRCs
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
26
|
|
|
28
|
|
|
(2
|
)
|
|
(7.1
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
6,573
|
|
|
6,826
|
|
|
(253
|
)
|
|
(3.7
|
)%
|
|||
Weighted average
|
6,777
|
|
|
7,718
|
|
|
(941
|
)
|
|
(12.2
|
)%
|
|||
RevPAR
(3)
|
5,100
|
|
|
5,032
|
|
|
68
|
|
|
1.4
|
%
|
|||
Occupancy rate (weighted average)
|
83.2
|
%
|
|
83.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
RevPOR
(4)
|
$
|
6,132
|
|
|
$
|
6,059
|
|
|
$
|
73
|
|
|
1.2
|
%
|
Management Services
|
|
|
|
|
|
|
|
|
|
|||||
Number of communities (period end)
|
205
|
|
|
229
|
|
|
(24
|
)
|
|
(10.5
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
27,787
|
|
|
33,941
|
|
|
(6,154
|
)
|
|
(18.1
|
)%
|
|||
Weighted average
|
31,392
|
|
|
30,414
|
|
|
978
|
|
|
3.2
|
%
|
|||
Occupancy rate (weighted average)
|
83.9
|
%
|
|
85.0
|
%
|
|
(1.1
|
)%
|
|
(1.3
|
)%
|
|||
Health Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|||
Home Health average daily census
|
15,238
|
|
|
15,092
|
|
|
146
|
|
|
1.0
|
%
|
|||
Hospice average daily census
|
1,359
|
|
|
1,096
|
|
|
263
|
|
|
24.0
|
%
|
|||
Outpatient Therapy treatment codes
|
683,348
|
|
|
743,095
|
|
|
(59,747
|
)
|
|
(8.0
|
)%
|
(1)
|
NM - Not meaningful
|
(2)
|
Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.
|
(3)
|
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
(4)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
|
|
|
|
|
|
|
|
|||||||
(dollars in thousands, except RevPAR and RevPOR)
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
(1)
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
|
|
|
|
|
|
|
|||||||
Independent Living
|
$
|
654,196
|
|
|
$
|
679,503
|
|
|
$
|
(25,307
|
)
|
|
(3.7
|
)%
|
Assisted Living and Memory Care
|
2,210,688
|
|
|
2,419,459
|
|
|
(208,771
|
)
|
|
(8.6
|
)%
|
|||
CCRCs
|
468,994
|
|
|
592,826
|
|
|
(123,832
|
)
|
|
(20.9
|
)%
|
|||
Health Care Services
|
446,262
|
|
|
476,833
|
|
|
(30,571
|
)
|
|
(6.4
|
)%
|
|||
Total resident fees
|
3,780,140
|
|
|
4,168,621
|
|
|
(388,481
|
)
|
|
(9.3
|
)%
|
|||
Management services
(2)
|
966,976
|
|
|
808,359
|
|
|
158,617
|
|
|
19.6
|
%
|
|||
Total revenue
|
4,747,116
|
|
|
4,976,980
|
|
|
(229,864
|
)
|
|
(4.6
|
)%
|
|||
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Facility operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
382,779
|
|
|
384,973
|
|
|
(2,194
|
)
|
|
(0.6
|
)%
|
|||
Assisted Living and Memory Care
|
1,461,630
|
|
|
1,542,642
|
|
|
(81,012
|
)
|
|
(5.3
|
)%
|
|||
CCRCs
|
362,832
|
|
|
459,417
|
|
|
(96,585
|
)
|
|
(21.0
|
)%
|
|||
Health Care Services
|
394,914
|
|
|
412,370
|
|
|
(17,456
|
)
|
|
(4.2
|
)%
|
|||
Total facility operating expense
|
2,602,155
|
|
|
2,799,402
|
|
|
(197,247
|
)
|
|
(7.0
|
)%
|
|||
General and administrative expense
|
255,446
|
|
|
313,409
|
|
|
(57,963
|
)
|
|
(18.5
|
)%
|
|||
Transaction costs
|
22,573
|
|
|
3,990
|
|
|
18,583
|
|
|
NM
|
|
|||
Facility lease expense
|
339,721
|
|
|
373,635
|
|
|
(33,914
|
)
|
|
(9.1
|
)%
|
|||
Depreciation and amortization
|
482,077
|
|
|
520,402
|
|
|
(38,325
|
)
|
|
(7.4
|
)%
|
|||
Goodwill and asset impairment
|
409,782
|
|
|
248,515
|
|
|
161,267
|
|
|
64.9
|
%
|
|||
Loss on facility lease termination
|
14,276
|
|
|
11,113
|
|
|
3,163
|
|
|
28.5
|
%
|
|||
Costs incurred on behalf of managed communities
|
891,131
|
|
|
737,597
|
|
|
153,534
|
|
|
20.8
|
%
|
|||
Total operating expense
|
5,017,161
|
|
|
5,008,063
|
|
|
9,098
|
|
|
0.2
|
%
|
|||
Income (loss) from operations
|
(270,045
|
)
|
|
(31,083
|
)
|
|
(238,962
|
)
|
|
NM
|
|
|||
Interest income
|
4,623
|
|
|
2,933
|
|
|
1,690
|
|
|
57.6
|
%
|
|||
Interest expense
|
(326,154
|
)
|
|
(385,617
|
)
|
|
(59,463
|
)
|
|
(15.4
|
)%
|
|||
Debt modification and extinguishment costs
|
(12,409
|
)
|
|
(9,170
|
)
|
|
3,239
|
|
|
35.3
|
%
|
|||
Equity in earnings (loss) of unconsolidated ventures
|
(14,827
|
)
|
|
1,660
|
|
|
(16,487
|
)
|
|
NM
|
|
|||
Gain on sale of assets, net
|
19,273
|
|
|
7,218
|
|
|
12,055
|
|
|
167.0
|
%
|
|||
Other non-operating income
|
11,418
|
|
|
14,801
|
|
|
(3,383
|
)
|
|
(22.9
|
)%
|
|||
Income (loss) before income taxes
|
(588,121
|
)
|
|
(399,258
|
)
|
|
188,863
|
|
|
47.3
|
%
|
|||
Benefit (provision) for income taxes
|
16,515
|
|
|
(5,378
|
)
|
|
21,893
|
|
|
NM
|
|
|||
Net income (loss)
|
(571,606
|
)
|
|
(404,636
|
)
|
|
166,970
|
|
|
41.3
|
%
|
|||
Net (income) loss attributable to noncontrolling interest
|
187
|
|
|
239
|
|
|
(52
|
)
|
|
(21.8
|
)%
|
|||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(571,419
|
)
|
|
$
|
(404,397
|
)
|
|
$
|
167,022
|
|
|
41.3
|
%
|
|
Years Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
Percent
(1)
|
|||||||
Selected Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Number of communities operated and managed (period end)
|
1,023
|
|
|
1,055
|
|
|
(32
|
)
|
|
(3.0
|
)%
|
|||
Units operated and managed
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
100,582
|
|
|
102,768
|
|
|
(2,186
|
)
|
|
(2.1
|
)%
|
|||
Weighted average
|
101,779
|
|
|
106,122
|
|
|
(4,343
|
)
|
|
(4.1
|
)%
|
|||
Owned/leased units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
66,641
|
|
|
77,135
|
|
|
(10,494
|
)
|
|
(13.6
|
)%
|
|||
Weighted average
|
71,365
|
|
|
79,932
|
|
|
(8,567
|
)
|
|
(10.7
|
)%
|
|||
RevPAR
(3)
|
$
|
3,890
|
|
|
$
|
3,845
|
|
|
$
|
45
|
|
|
1.2
|
%
|
Owned/leased communities occupancy rate (weighted average)
|
85.0
|
%
|
|
86.0
|
%
|
|
(1.0
|
)%
|
|
(1.2
|
)%
|
|||
RevPOR
(4)
|
$
|
4,578
|
|
|
$
|
4,468
|
|
|
$
|
110
|
|
|
2.5
|
%
|
Selected Segment Operating and Other Data:
|
|
|
|
|
|
|
|
|||||||
Independent Living
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
84
|
|
|
93
|
|
|
(9
|
)
|
|
(9.7
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
15,042
|
|
|
17,017
|
|
|
(1,975
|
)
|
|
(11.6
|
)%
|
|||
Weighted average
|
16,124
|
|
|
17,103
|
|
|
(979
|
)
|
|
(5.7
|
)%
|
|||
RevPAR
(3)
|
3,381
|
|
|
3,311
|
|
|
70
|
|
|
2.1
|
%
|
|||
Occupancy rate (weighted average)
|
87.7
|
%
|
|
89.0
|
%
|
|
(1.3
|
)%
|
|
(1.5
|
)%
|
|||
RevPOR
(4)
|
$
|
3,854
|
|
|
$
|
3,720
|
|
|
$
|
134
|
|
|
3.6
|
%
|
Assisted Living and Memory Care
|
|
|
|
|
|
|
|
|
|
|
|
|||
Number of communities (period end)
|
682
|
|
|
768
|
|
|
(86
|
)
|
|
(11.2
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
44,773
|
|
|
50,682
|
|
|
(5,909
|
)
|
|
(11.7
|
)%
|
|||
Weighted average
|
47,523
|
|
|
52,777
|
|
|
(5,254
|
)
|
|
(10.0
|
)%
|
|||
RevPAR
(3)
|
3,877
|
|
|
3,820
|
|
|
57
|
|
|
1.5
|
%
|
|||
Occupancy rate (weighted average)
|
84.3
|
%
|
|
85.5
|
%
|
|
(1.2
|
)%
|
|
(1.4
|
)%
|
|||
RevPOR
(4)
|
$
|
4,597
|
|
|
$
|
4,468
|
|
|
$
|
129
|
|
|
2.9
|
%
|
CCRCs
|
|
|
|
|
|
|
|
|
|
|
||||
Number of communities (period end)
|
28
|
|
|
41
|
|
|
(13
|
)
|
|
(31.7
|
)%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
6,826
|
|
|
9,436
|
|
|
(2,610
|
)
|
|
(27.7
|
)%
|
|||
Weighted average
|
7,718
|
|
|
10,052
|
|
|
(2,334
|
)
|
|
(23.2
|
)%
|
|||
RevPAR
(3)
|
5,032
|
|
|
4,880
|
|
|
152
|
|
|
3.1
|
%
|
|||
Occupancy rate (weighted average)
|
83.1
|
%
|
|
83.8
|
%
|
|
(0.7
|
)%
|
|
(0.8
|
)%
|
|||
RevPOR
(4)
|
$
|
6,059
|
|
|
$
|
5,824
|
|
|
$
|
235
|
|
|
4.0
|
%
|
Management Services
|
|
|
|
|
|
|
|
|
|
|||||
Number of communities (period end)
|
229
|
|
|
153
|
|
|
76
|
|
|
49.7
|
%
|
|||
Total units
|
|
|
|
|
|
|
|
|
|
|
||||
Period end
|
33,941
|
|
|
25,633
|
|
|
8,308
|
|
|
32.4
|
%
|
|||
Weighted average
|
30,414
|
|
|
26,190
|
|
|
4,224
|
|
|
16.1
|
%
|
|||
Occupancy rate (weighted average)
|
85.0
|
%
|
|
87.0
|
%
|
|
(2.0
|
)%
|
|
(2.3
|
)%
|
|||
Health Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|||
Home Health average daily census
|
15,092
|
|
|
15,067
|
|
|
25
|
|
|
0.2
|
%
|
|||
Hospice average daily census
|
1,096
|
|
|
767
|
|
|
329
|
|
|
42.9
|
%
|
|||
Outpatient Therapy treatment codes
|
744,924
|
|
|
1,713,733
|
|
|
(968,809
|
)
|
|
(56.5
|
)%
|
(1)
|
NM - Not meaningful
|
(2)
|
Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.
|
(3)
|
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
(4)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Health Care 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.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
2018
|
|
2017
|
|
Amount
|
|
Percent
|
|||||||
Net cash provided by operating activities
|
$
|
203,961
|
|
|
$
|
378,359
|
|
|
$
|
(174,398
|
)
|
|
(46.1
|
)%
|
Net cash provided by (used in) investing activities
|
288,774
|
|
|
(602,333
|
)
|
|
891,107
|
|
|
147.9
|
%
|
|||
Net cash (used in) provided by financing activities
|
(325,063
|
)
|
|
229,198
|
|
|
(554,261
|
)
|
|
(241.8
|
)%
|
|||
Net increase in cash, cash equivalents and restricted cash
|
167,672
|
|
|
5,224
|
|
|
162,448
|
|
|
NM
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
282,546
|
|
|
277,322
|
|
|
5,224
|
|
|
1.9
|
%
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
450,218
|
|
|
$
|
282,546
|
|
|
$
|
167,672
|
|
|
59.3
|
%
|
•
|
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, lease termination and restructuring costs, and transaction and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our current communities and the development of new communities;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchases of common stock under our share repurchase authorizations;
|
•
|
other corporate initiatives (including integration, information systems, branding and other strategic projects); and
|
•
|
prior to 2009, dividend payments.
|
•
|
working capital;
|
•
|
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense and supply costs;
|
•
|
debt service and lease payments;
|
•
|
transaction costs and expansion of our healthcare services;
|
•
|
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)
|
Actual 2018
|
||
Community-level capital expenditures, net
(1)
|
$
|
128.8
|
|
Corporate
(2)
|
53.4
|
|
|
Non-development capital expenditures, net
(3)
|
182.2
|
|
|
Development capital expenditures, net
(4)
|
24.7
|
|
|
Total capital expenditures, net
|
$
|
206.9
|
|
(1)
|
Reflects the amount invested, net of lessor reimbursements of
$12.2 million
.
|
(2)
|
Includes $17.5 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
$1.3 million
.
|
(3)
|
Amount is included in Adjusted Free Cash Flow.
|
(4)
|
Reflects the amount invested, net of lessor reimbursements of
$1.7 million
.
|
|
|
|
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||
(in millions)
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
||||||||||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Long-term debt and line of credit obligations
(1)
|
$
|
4,669.3
|
|
|
$
|
474.9
|
|
|
$
|
546.7
|
|
|
$
|
473.7
|
|
|
$
|
442.0
|
|
|
$
|
376.6
|
|
|
$
|
2,355.4
|
|
Capital and financing lease obligations
(2)
|
1,503.8
|
|
|
88.3
|
|
|
98.5
|
|
|
90.2
|
|
|
91.6
|
|
|
93.1
|
|
|
1,042.1
|
|
|||||||
Operating lease obligations
(2)
|
2,272.0
|
|
|
310.3
|
|
|
307.5
|
|
|
290.7
|
|
|
291.1
|
|
|
285.7
|
|
|
786.7
|
|
|||||||
Total contractual obligations
|
$
|
8,445.1
|
|
|
$
|
873.5
|
|
|
$
|
952.7
|
|
|
$
|
854.6
|
|
|
$
|
824.7
|
|
|
$
|
755.4
|
|
|
$
|
4,184.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total commercial construction commitments
|
$
|
13.7
|
|
|
$
|
13.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the
December 31, 2018
rate.
|
(2)
|
Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the
December 31, 2018
rate. Additionally, the contractual obligation amounts include the residual value for financing lease obligations.
|
•
|
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.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
(528,352
|
)
|
|
$
|
(571,606
|
)
|
|
$
|
(404,636
|
)
|
(Benefit) provision for income taxes
|
(49,456
|
)
|
|
(16,515
|
)
|
|
5,378
|
|
|||
Equity in loss (earnings) of unconsolidated ventures
|
8,804
|
|
|
14,827
|
|
|
(1,660
|
)
|
|||
Debt modification and extinguishment costs
|
11,677
|
|
|
12,409
|
|
|
9,170
|
|
|||
(Gain) loss on sale of assets
|
(293,246
|
)
|
|
(19,273
|
)
|
|
(7,218
|
)
|
|||
Other non-operating income
|
(14,099
|
)
|
|
(11,418
|
)
|
|
(14,801
|
)
|
|||
Interest expense
|
280,269
|
|
|
326,154
|
|
|
385,617
|
|
|||
Interest income
|
(9,846
|
)
|
|
(4,623
|
)
|
|
(2,933
|
)
|
|||
Income (loss) from operations
|
(594,249
|
)
|
|
(270,045
|
)
|
|
(31,083
|
)
|
|||
Depreciation and amortization
|
447,455
|
|
|
482,077
|
|
|
520,402
|
|
|||
Goodwill and asset impairment
|
489,893
|
|
|
409,782
|
|
|
248,515
|
|
|||
Loss on facility lease termination and modification, net
|
162,001
|
|
|
14,276
|
|
|
11,113
|
|
|||
Straight-line lease (income) expense
|
(17,218
|
)
|
|
(20,990
|
)
|
|
(6,097
|
)
|
|||
Amortization of deferred gain
|
(4,358
|
)
|
|
(4,366
|
)
|
|
(4,372
|
)
|
|||
Non-cash stock-based compensation expense
|
26,067
|
|
|
27,832
|
|
|
32,285
|
|
|||
Adjusted EBITDA
(1)
|
$
|
509,591
|
|
|
$
|
638,566
|
|
|
$
|
770,763
|
|
(1)
|
The calculation of Adjusted EBITDA includes transaction and organizational restructuring costs of
$28.1 million
for the year ended December 31,
2018
, transaction and strategic project costs of
$25.4 million
for the year ended December 31,
2017
and integration, transaction and strategic project costs of
$54.2 million
for the year ended December 31,
2016
. 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. Integration costs include transition costs associated with organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of acquired communities (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects.
|
•
|
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 extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
203,961
|
|
|
$
|
378,359
|
|
|
$
|
373,651
|
|
Net cash provided by (used in) investing activities
|
288,774
|
|
|
(602,333
|
)
|
|
171,798
|
|
|||
Net cash (used in) provided by financing activities
|
(325,063
|
)
|
|
229,198
|
|
|
(422,108
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
$
|
167,672
|
|
|
$
|
5,224
|
|
|
$
|
123,341
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
203,961
|
|
|
$
|
378,359
|
|
|
$
|
373,651
|
|
Changes in operating assets and liabilities
|
38,833
|
|
|
(15,851
|
)
|
|
76,252
|
|
|||
Proceeds from refundable entrance fees, net of refunds
|
(422
|
)
|
|
(2,179
|
)
|
|
(901
|
)
|
|||
Lease financing debt amortization
|
(59,808
|
)
|
|
(64,906
|
)
|
|
(63,267
|
)
|
|||
Loss on facility lease termination and modification, net
|
21,044
|
|
|
—
|
|
|
11,113
|
|
|||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(2,896
|
)
|
|
(8,258
|
)
|
|
(23,544
|
)
|
|||
Non-development capital expenditures, net
|
(182,249
|
)
|
|
(186,467
|
)
|
|
(220,767
|
)
|
|||
Property insurance proceeds
|
1,292
|
|
|
8,550
|
|
|
9,137
|
|
|||
Adjusted Free Cash Flow
(1)
|
$
|
19,755
|
|
|
$
|
109,248
|
|
|
$
|
161,674
|
|
(1)
|
The calculation of Adjusted Free Cash Flow includes transaction and organizational restructuring costs of
$28.1 million
for the year ended December 31,
2018
, transaction and strategic project costs of
$25.4 million
for the year ended December 31,
2017
and integration, transaction and strategic project costs of
$54.2 million
for the year ended December 31,
2016
.
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
145,087
|
|
|
$
|
269,755
|
|
|
$
|
198,524
|
|
Net cash used in investing activities
|
(60,489
|
)
|
|
(1,213,549
|
)
|
|
(100,712
|
)
|
|||
Net cash (used in) provided by financing activities
|
(77,986
|
)
|
|
1,022,544
|
|
|
(88,262
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
$
|
6,612
|
|
|
$
|
78,750
|
|
|
$
|
9,550
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
145,087
|
|
|
$
|
269,755
|
|
|
$
|
198,524
|
|
Changes in operating assets and liabilities
|
(1,361
|
)
|
|
(13,184
|
)
|
|
(2,508
|
)
|
|||
Proceeds from refundable entrance fees, net of refunds
|
(19,983
|
)
|
|
(17,366
|
)
|
|
(7,675
|
)
|
|||
Non-development capital expenditures, net
|
(69,180
|
)
|
|
(100,621
|
)
|
|
(98,305
|
)
|
|||
Property insurance proceeds
|
1,535
|
|
|
2,425
|
|
|
—
|
|
|||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
56,098
|
|
|
$
|
141,009
|
|
|
$
|
90,036
|
|
|
|
|
|
|
|
||||||
Brookdale weighted average ownership percentage
|
39.3
|
%
|
|
25.1
|
%
|
|
36.2
|
%
|
|||
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
22,022
|
|
|
$
|
35,416
|
|
|
$
|
32,630
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
PAGE
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
398,267
|
|
|
$
|
222,647
|
|
Marketable securities
|
14,855
|
|
|
291,796
|
|
||
Restricted cash
|
27,683
|
|
|
37,189
|
|
||
Accounts receivable, net
|
133,905
|
|
|
128,961
|
|
||
Assets held for sale
|
93,117
|
|
|
106,435
|
|
||
Prepaid expenses and other current assets, net
|
106,189
|
|
|
114,844
|
|
||
Total current assets
|
774,016
|
|
|
901,872
|
|
||
Property, plant and equipment and leasehold intangibles, net
|
5,275,427
|
|
|
5,852,145
|
|
||
Restricted cash
|
24,268
|
|
|
22,710
|
|
||
Investment in unconsolidated ventures
|
27,528
|
|
|
129,794
|
|
||
Goodwill
|
154,131
|
|
|
505,783
|
|
||
Other intangible assets, net
|
51,472
|
|
|
67,977
|
|
||
Other assets, net
|
160,418
|
|
|
195,168
|
|
||
Total assets
|
$
|
6,467,260
|
|
|
$
|
7,675,449
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
294,426
|
|
|
$
|
495,413
|
|
Current portion of capital and financing lease obligations
|
23,135
|
|
|
107,088
|
|
||
Trade accounts payable
|
95,049
|
|
|
91,825
|
|
||
Accrued expenses
|
298,227
|
|
|
329,966
|
|
||
Refundable entrance fees and deferred revenue
|
60,414
|
|
|
68,358
|
|
||
Tenant security deposits
|
2,080
|
|
|
3,126
|
|
||
Total current liabilities
|
773,331
|
|
|
1,095,776
|
|
||
Long-term debt, less current portion
|
3,345,754
|
|
|
3,375,324
|
|
||
Capital and financing lease obligations, less current portion
|
851,341
|
|
|
1,164,466
|
|
||
Deferred liabilities
|
262,761
|
|
|
224,304
|
|
||
Deferred tax liability
|
18,371
|
|
|
70,644
|
|
||
Other liabilities
|
197,289
|
|
|
214,644
|
|
||
Total liabilities
|
5,448,847
|
|
|
6,145,158
|
|
||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2018 and December 31, 2017; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2018 and December 31, 2017; 196,815,254 and 194,454,329 shares issued and 192,356,051 and 191,275,928 shares outstanding (including 5,756,435 and 4,770,097 unvested restricted shares), respectively
|
1,968
|
|
|
1,913
|
|
||
Additional paid-in-capital
|
4,151,147
|
|
|
4,126,549
|
|
||
Treasury stock, at cost; 4,459,203 and 3,178,401 shares at December 31, 2018 and December 31, 2017, respectively
|
(64,940
|
)
|
|
(56,440
|
)
|
||
Accumulated deficit
|
(3,069,272
|
)
|
|
(2,541,294
|
)
|
||
Total Brookdale Senior Living Inc. stockholders' equity
|
1,018,903
|
|
|
1,530,728
|
|
||
Noncontrolling interest
|
(490
|
)
|
|
(437
|
)
|
||
Total equity
|
1,018,413
|
|
|
1,530,291
|
|
||
Total liabilities and equity
|
$
|
6,467,260
|
|
|
$
|
7,675,449
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
||||||
Resident fees
|
$
|
3,449,211
|
|
|
$
|
3,780,140
|
|
|
$
|
4,168,621
|
|
Management fees
|
71,986
|
|
|
75,845
|
|
|
70,762
|
|
|||
Reimbursed costs incurred on behalf of managed communities
|
1,010,229
|
|
|
891,131
|
|
|
737,597
|
|
|||
Total revenue
|
4,531,426
|
|
|
4,747,116
|
|
|
4,976,980
|
|
|||
|
|
|
|
|
|
||||||
Expense
|
|
|
|
|
|
|
|
||||
Facility operating expense (excluding depreciation and amortization of $407,427, $430,288 and $469,388, respectively)
|
2,453,328
|
|
|
2,602,155
|
|
|
2,799,402
|
|
|||
General and administrative expense (including non-cash stock-based compensation expense of $26,067, $27,832 and $32,285, respectively)
|
250,495
|
|
|
255,446
|
|
|
313,409
|
|
|||
Transaction costs
|
8,980
|
|
|
22,573
|
|
|
3,990
|
|
|||
Facility lease expense
|
303,294
|
|
|
339,721
|
|
|
373,635
|
|
|||
Depreciation and amortization
|
447,455
|
|
|
482,077
|
|
|
520,402
|
|
|||
Goodwill and asset impairment
|
489,893
|
|
|
409,782
|
|
|
248,515
|
|
|||
Loss on facility lease termination and modification, net
|
162,001
|
|
|
14,276
|
|
|
11,113
|
|
|||
Costs incurred on behalf of managed communities
|
1,010,229
|
|
|
891,131
|
|
|
737,597
|
|
|||
Total operating expense
|
5,125,675
|
|
|
5,017,161
|
|
|
5,008,063
|
|
|||
Income (loss) from operations
|
(594,249
|
)
|
|
(270,045
|
)
|
|
(31,083
|
)
|
|||
|
|
|
|
|
|
||||||
Interest income
|
9,846
|
|
|
4,623
|
|
|
2,933
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
||||
Debt
|
(188,505
|
)
|
|
(172,635
|
)
|
|
(174,027
|
)
|
|||
Capital and financing lease obligations
|
(83,604
|
)
|
|
(140,664
|
)
|
|
(202,012
|
)
|
|||
Amortization of deferred financing costs and debt discount
|
(7,757
|
)
|
|
(12,681
|
)
|
|
(9,400
|
)
|
|||
Change in fair value of derivatives
|
(403
|
)
|
|
(174
|
)
|
|
(178
|
)
|
|||
Debt modification and extinguishment costs
|
(11,677
|
)
|
|
(12,409
|
)
|
|
(9,170
|
)
|
|||
Equity in (loss) earnings of unconsolidated ventures
|
(8,804
|
)
|
|
(14,827
|
)
|
|
1,660
|
|
|||
Gain on sale of assets, net
|
293,246
|
|
|
19,273
|
|
|
7,218
|
|
|||
Other non-operating income
|
14,099
|
|
|
11,418
|
|
|
14,801
|
|
|||
Income (loss) before income taxes
|
(577,808
|
)
|
|
(588,121
|
)
|
|
(399,258
|
)
|
|||
Benefit (provision) for income taxes
|
49,456
|
|
|
16,515
|
|
|
(5,378
|
)
|
|||
Net income (loss)
|
(528,352
|
)
|
|
(571,606
|
)
|
|
(404,636
|
)
|
|||
Net (income) loss attributable to noncontrolling interest
|
94
|
|
|
187
|
|
|
239
|
|
|||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(528,258
|
)
|
|
$
|
(571,419
|
)
|
|
$
|
(404,397
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.82
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
(2.18
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing basic and diluted net loss per share
|
187,468
|
|
|
186,155
|
|
|
185,653
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Outstanding Shares
|
|
Amount
|
|
Additional
Paid-In- Capital |
|
Treasury
Stock |
|
Accumulated
Deficit |
|
Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||
Balances at January 1, 2016
|
188,339
|
|
|
$
|
1,883
|
|
|
$
|
4,069,283
|
|
|
$
|
(46,800
|
)
|
|
$
|
(1,565,478
|
)
|
|
$
|
2,458,888
|
|
|
$
|
(161
|
)
|
|
$
|
2,458,727
|
|
Compensation expense related to restricted stock grants
|
—
|
|
|
—
|
|
|
32,285
|
|
|
—
|
|
|
—
|
|
|
32,285
|
|
|
—
|
|
|
32,285
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(404,397
|
)
|
|
(404,397
|
)
|
|
(239
|
)
|
|
(404,636
|
)
|
|||||||
Issuance of common stock under Associate Stock Purchase Plan
|
172
|
|
|
2
|
|
|
2,347
|
|
|
—
|
|
|
—
|
|
|
2,349
|
|
|
—
|
|
|
2,349
|
|
|||||||
Restricted stock, net
|
2,396
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase of treasury stock
|
(750
|
)
|
|
(8
|
)
|
|
8
|
|
|
(9,640
|
)
|
|
|
|
(9,640
|
)
|
|
—
|
|
|
(9,640
|
)
|
||||||||
Shares withheld for employee taxes
|
(111
|
)
|
|
(1
|
)
|
|
(1,639
|
)
|
|
—
|
|
|
—
|
|
|
(1,640
|
)
|
|
—
|
|
|
(1,640
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
150
|
|
|
287
|
|
|||||||
Balances at December 31, 2016
|
190,046
|
|
|
1,900
|
|
|
4,102,397
|
|
|
(56,440
|
)
|
|
(1,969,875
|
)
|
|
2,077,982
|
|
|
(250
|
)
|
|
2,077,732
|
|
|||||||
Compensation expense related to restricted stock grants
|
—
|
|
|
—
|
|
|
27,832
|
|
|
—
|
|
|
—
|
|
|
27,832
|
|
|
—
|
|
|
27,832
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571,419
|
)
|
|
(571,419
|
)
|
|
(187
|
)
|
|
(571,606
|
)
|
|||||||
Issuance of common stock under Associate Stock Purchase Plan
|
181
|
|
|
2
|
|
|
2,039
|
|
|
—
|
|
|
—
|
|
|
2,041
|
|
|
—
|
|
|
2,041
|
|
|||||||
Restricted stock, net
|
1,421
|
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for employee taxes
|
(372
|
)
|
|
(3
|
)
|
|
(5,886
|
)
|
|
—
|
|
|
—
|
|
|
(5,889
|
)
|
|
—
|
|
|
(5,889
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
181
|
|
|||||||
Balances at December 31, 2017
|
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
|
—
|
|
|
—
|
|
|
26,067
|
|
|
—
|
|
|
—
|
|
|
26,067
|
|
|
—
|
|
|
26,067
|
|
|||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528,258
|
)
|
|
(528,258
|
)
|
|
(94
|
)
|
|
(528,352
|
)
|
|||||||
Issuance of common stock under Associate Stock Purchase Plan
|
207
|
|
|
1
|
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|
1,469
|
|
|
—
|
|
|
1,469
|
|
|||||||
Restricted stock, net
|
2,593
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase of treasury stock
|
(1,281
|
)
|
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|
—
|
|
|
(8,500
|
)
|
|
—
|
|
|
(8,500
|
)
|
|||||||
Shares withheld for employee taxes
|
(439
|
)
|
|
(4
|
)
|
|
(3,057
|
)
|
|
—
|
|
|
—
|
|
|
(3,061
|
)
|
|
—
|
|
|
(3,061
|
)
|
|||||||
Other, net
|
—
|
|
|
32
|
|
|
146
|
|
|
—
|
|
|
280
|
|
|
458
|
|
|
41
|
|
|
499
|
|
|||||||
Balances at December 31, 2018
|
192,356
|
|
|
$
|
1,968
|
|
|
$
|
4,151,147
|
|
|
$
|
(64,940
|
)
|
|
$
|
(3,069,272
|
)
|
|
$
|
1,018,903
|
|
|
$
|
(490
|
)
|
|
$
|
1,018,413
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(528,352
|
)
|
|
$
|
(571,606
|
)
|
|
$
|
(404,636
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Debt modification and extinguishment costs
|
11,677
|
|
|
12,409
|
|
|
9,170
|
|
|||
Depreciation and amortization, net
|
455,212
|
|
|
494,758
|
|
|
529,802
|
|
|||
Goodwill and asset impairment
|
489,893
|
|
|
409,782
|
|
|
248,515
|
|
|||
Equity in loss (earnings) of unconsolidated ventures
|
8,804
|
|
|
14,827
|
|
|
(1,660
|
)
|
|||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
2,896
|
|
|
8,258
|
|
|
23,544
|
|
|||
Amortization of deferred gain
|
(4,358
|
)
|
|
(4,366
|
)
|
|
(4,372
|
)
|
|||
Amortization of entrance fees
|
(1,670
|
)
|
|
(2,901
|
)
|
|
(4,195
|
)
|
|||
Proceeds from deferred entrance fee revenue
|
3,218
|
|
|
5,712
|
|
|
13,980
|
|
|||
Deferred income tax (benefit) provision
|
(52,367
|
)
|
|
(15,309
|
)
|
|
3,248
|
|
|||
Straight-line lease (income) expense
|
(17,218
|
)
|
|
(20,990
|
)
|
|
(6,097
|
)
|
|||
Change in fair value of derivatives
|
403
|
|
|
174
|
|
|
178
|
|
|||
Gain on sale of assets, net
|
(293,246
|
)
|
|
(19,273
|
)
|
|
(7,218
|
)
|
|||
Loss on facility lease termination and modification, net
|
140,957
|
|
|
14,276
|
|
|
—
|
|
|||
Non-cash stock-based compensation expense
|
26,067
|
|
|
27,832
|
|
|
32,285
|
|
|||
Non-cash interest expense on financing lease obligations
|
10,894
|
|
|
17,744
|
|
|
26,496
|
|
|||
Non-cash management contract termination gain
|
(8,724
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(1,292
|
)
|
|
(8,819
|
)
|
|
(9,137
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Accounts receivable, net
|
(4,964
|
)
|
|
12,747
|
|
|
1,581
|
|
|||
Prepaid expenses and other assets, net
|
26,762
|
|
|
21,970
|
|
|
2,954
|
|
|||
Trade accounts payable and accrued expenses
|
(60,503
|
)
|
|
(4,527
|
)
|
|
(83,248
|
)
|
|||
Tenant refundable fees and security deposits
|
(1,046
|
)
|
|
(422
|
)
|
|
(839
|
)
|
|||
Deferred revenue
|
918
|
|
|
(13,917
|
)
|
|
3,300
|
|
|||
Net cash provided by operating activities
|
203,961
|
|
|
378,359
|
|
|
373,651
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
||||
Change in lease security deposits and lease acquisition deposits, net
|
1,163
|
|
|
(2,113
|
)
|
|
(2,225
|
)
|
|||
Purchase of marketable securities
|
(14,823
|
)
|
|
(341,187
|
)
|
|
—
|
|
|||
Sale of marketable securities
|
293,273
|
|
|
50,000
|
|
|
—
|
|
|||
Additions to property, plant and equipment and leasehold intangibles, net
|
(225,473
|
)
|
|
(213,887
|
)
|
|
(333,647
|
)
|
|||
Acquisition of assets, net of related payables and cash received
|
(271,771
|
)
|
|
(5,196
|
)
|
|
(12,157
|
)
|
|||
Investment in unconsolidated ventures
|
(9,124
|
)
|
|
(199,017
|
)
|
|
(13,377
|
)
|
|||
Distributions received from unconsolidated ventures
|
12,850
|
|
|
29,035
|
|
|
218,973
|
|
|||
Proceeds from sale of assets, net
|
499,807
|
|
|
70,507
|
|
|
297,932
|
|
|||
Property insurance proceeds
|
1,292
|
|
|
8,550
|
|
|
9,137
|
|
|||
Other
|
1,580
|
|
|
975
|
|
|
7,162
|
|
|||
Net cash provided by (used in) investing activities
|
288,774
|
|
|
(602,333
|
)
|
|
171,798
|
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from debt
|
606,921
|
|
|
1,307,205
|
|
|
387,348
|
|
|||
Repayment of debt and capital and financing lease obligations
|
(896,744
|
)
|
|
(1,054,161
|
)
|
|
(469,309
|
)
|
|||
Proceeds from line of credit
|
200,000
|
|
|
100,000
|
|
|
1,276,500
|
|
|||
Repayment of line of credit
|
(200,000
|
)
|
|
(100,000
|
)
|
|
(1,586,500
|
)
|
|||
Purchase of treasury stock
|
(4,256
|
)
|
|
—
|
|
|
(9,640
|
)
|
|||
Payment of financing costs, net of related payables
|
(16,317
|
)
|
|
(17,269
|
)
|
|
(10,857
|
)
|
|||
Proceeds from refundable entrance fees, net of refunds
|
(422
|
)
|
|
(2,179
|
)
|
|
(901
|
)
|
|||
Payments for lease termination
|
(12,548
|
)
|
|
(552
|
)
|
|
(9,250
|
)
|
|||
Payments of employee taxes for withheld shares
|
(3,061
|
)
|
|
(5,889
|
)
|
|
(1,640
|
)
|
|||
Other
|
1,364
|
|
|
2,043
|
|
|
2,141
|
|
|||
Net cash (used in) provided by financing activities
|
(325,063
|
)
|
|
229,198
|
|
|
(422,108
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
167,672
|
|
|
5,224
|
|
|
123,341
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
282,546
|
|
|
277,322
|
|
|
153,981
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
450,218
|
|
|
$
|
282,546
|
|
|
$
|
277,322
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
|
|
||
Real estate tax and property insurance escrows
|
$
|
18,177
|
|
|
$
|
21,603
|
|
Replacement reserve escrows
|
8,273
|
|
|
10,960
|
|
||
Resident deposits
|
489
|
|
|
678
|
|
||
Other
|
744
|
|
|
3,948
|
|
||
Subtotal
|
27,683
|
|
|
37,189
|
|
||
Long term:
|
|
|
|
|
|
||
Insurance deposits
|
14,370
|
|
|
12,364
|
|
||
CCRC escrows
|
9,618
|
|
|
8,526
|
|
||
Debt service reserve
|
280
|
|
|
1,820
|
|
||
Subtotal
|
24,268
|
|
|
22,710
|
|
||
Total
|
$
|
51,951
|
|
|
$
|
59,899
|
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
|
40
|
Furniture and equipment
|
|
3 – 7
|
Resident lease intangibles
|
|
1 – 3
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Trade names
|
|
2 – 5
|
Other
|
|
3 – 9
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
81,280
|
|
|
$
|
152,190
|
|
|
$
|
189,205
|
|
Assisted Living and Memory Care
|
205,241
|
|
|
423,302
|
|
|
642,782
|
|
|||
CCRCs
|
15,965
|
|
|
78,392
|
|
|
201,613
|
|
|||
Senior housing resident fees
|
302,486
|
|
|
653,884
|
|
|
1,033,600
|
|
|||
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
48,154
|
|
|
90,134
|
|
|
110,014
|
|
|||
Assisted Living and Memory Care
|
145,106
|
|
|
294,528
|
|
|
443,137
|
|
|||
CCRCs
|
14,542
|
|
|
68,702
|
|
|
169,297
|
|
|||
Senior housing facility operating expense
|
207,802
|
|
|
453,364
|
|
|
722,448
|
|
|||
Cash lease payments
|
$
|
78,264
|
|
|
$
|
172,442
|
|
|
$
|
259,114
|
|
•
|
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 communities were part of
two
lease portfolios 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 agreed to manage the foregoing
37
communities on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period. The Company recognized a
$22.6 million
loss on lease termination during the year ended
December 31, 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 as of 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, and the Company would receive a corresponding
6.25%
rent credit on Welltower's disposition proceeds.
|
•
|
RIDEA Restructuring.
The Company sold 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). The Company agreed to continue to manage the communities in the venture on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period.
|
•
|
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 year ended
December 31, 2018
, the Company acquired
two
communities formerly leased for an aggregate purchase price of
$35.4 million
and leases with respect to
33
communities were terminated, and such communities were removed from the HCP Master Lease, which completed the terminations of leases as provided in the HCP Master Lease. We agreed to manage communities for which leases were terminated on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period. 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
31
such communities were terminated by HCP during the year ended
December 31, 2018
(for which the Company recognized an
$8.7 million
non-cash management contract termination gain) and the Company expects the termination of management agreements on the remaining
six
communities to occur during 2019.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to
eight
communities. HCP agreed to contribute immediately thereafter
four
of such communities to a then existing unconsolidated venture with HCP in which the Company has a
10%
equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to
seven
communities were terminated and HCP contributed
four
of the communities to the unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to
25
communities. During the year ended December 31, 2017, the Company's triple-net lease obligations with respect to such communities were terminated. The Company agreed to manage communities for which leases were terminated on an interim basis until the communities were transitioned to new managers, and such communities were reported in the Management Services segment during such interim period.
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Goodwill (Note 8)
|
$
|
351.7
|
|
|
$
|
205.0
|
|
|
$
|
—
|
|
Property, plant and equipment and leasehold intangibles, net (Note 7)
|
78.0
|
|
|
164.4
|
|
|
166.2
|
|
|||
Investment in unconsolidated ventures (Note 6)
|
33.4
|
|
|
25.8
|
|
|
36.8
|
|
|||
Other intangible assets, net (Note 8)
|
9.1
|
|
|
14.6
|
|
|
29.7
|
|
|||
Assets held for sale (Note 4)
|
15.6
|
|
|
—
|
|
|
15.8
|
|
|||
Other assets
|
2.1
|
|
|
—
|
|
|
—
|
|
|||
Goodwill and asset impairment
|
$
|
489.9
|
|
|
$
|
409.8
|
|
|
$
|
248.5
|
|
VIE Type
|
|
Asset Type
|
|
Maximum Exposure
to Loss |
|
Carrying Amount
|
||||
CCRC Venture opco
|
|
Investment in unconsolidated ventures
|
|
$
|
20.7
|
|
|
$
|
20.7
|
|
(in millions)
|
For the Years Ended December 31,
|
||||||||||
Statement of Operations Information
|
2018
|
|
2017
|
|
2016
|
||||||
Resident fee revenue
|
$
|
793
|
|
|
$
|
1,354
|
|
|
$
|
1,133
|
|
Facility operating expense
|
(592
|
)
|
|
(946
|
)
|
|
(779
|
)
|
|||
Net income (loss)
|
$
|
(39
|
)
|
|
$
|
(81
|
)
|
|
$
|
(4
|
)
|
(in millions)
|
As of December 31,
|
||||||
Balance Sheet Information
|
2018
|
|
2017
|
||||
Current assets
|
$
|
66
|
|
|
$
|
164
|
|
Noncurrent assets
|
1,148
|
|
|
4,050
|
|
||
Current liabilities
|
563
|
|
|
672
|
|
||
Noncurrent liabilities
|
$
|
715
|
|
|
$
|
2,813
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Land
|
$
|
456,912
|
|
|
$
|
449,295
|
|
Buildings and improvements
|
4,919,789
|
|
|
4,923,621
|
|
||
Leasehold improvements
|
123,366
|
|
|
124,850
|
|
||
Furniture and equipment
|
1,036,113
|
|
|
1,006,889
|
|
||
Resident and leasehold operating intangibles
|
477,827
|
|
|
594,748
|
|
||
Construction in progress
|
57,636
|
|
|
74,678
|
|
||
Assets under capital and financing leases
|
1,251,159
|
|
|
1,742,384
|
|
||
Property, plant and equipment and leasehold intangibles
|
8,322,802
|
|
|
8,916,465
|
|
||
Accumulated depreciation and amortization
|
(3,047,375
|
)
|
|
(3,064,320
|
)
|
||
Property, plant and equipment and leasehold intangibles, net
|
$
|
5,275,427
|
|
|
$
|
5,852,145
|
|
Year Ending December 31,
|
Future
Amortization
|
||
2019
|
$
|
7,960
|
|
2020
|
2,213
|
|
|
2021
|
1,310
|
|
|
2022
|
803
|
|
|
2023
|
803
|
|
|
Thereafter
|
2,705
|
|
|
Total
|
$
|
15,794
|
|
|
December 31, 2018
|
||||||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Dispositions and Other Reductions
|
|
Accumulated Impairment
|
|
Net
|
||||||||
Independent Living
|
$
|
28,141
|
|
|
$
|
(820
|
)
|
|
$
|
—
|
|
|
$
|
27,321
|
|
Assisted Living and Memory Care
|
605,469
|
|
|
(48,817
|
)
|
|
(556,652
|
)
|
|
—
|
|
||||
Health Care Services
|
126,810
|
|
|
—
|
|
|
—
|
|
|
126,810
|
|
||||
Total
|
$
|
760,420
|
|
|
$
|
(49,637
|
)
|
|
$
|
(556,652
|
)
|
|
$
|
154,131
|
|
|
December 31, 2017
|
||||||||||||||
(in thousands)
|
Gross Carrying Amount
|
|
Dispositions and Other Reductions
|
|
Accumulated Impairment
|
|
Net
|
||||||||
Independent Living
|
$
|
28,141
|
|
|
$
|
(820
|
)
|
|
$
|
—
|
|
|
$
|
27,321
|
|
Assisted Living and Memory Care
|
605,469
|
|
|
(48,817
|
)
|
|
(205,000
|
)
|
|
351,652
|
|
||||
Health Care Services
|
126,810
|
|
|
—
|
|
|
—
|
|
|
126,810
|
|
||||
Total
|
$
|
760,420
|
|
|
$
|
(49,637
|
)
|
|
$
|
(205,000
|
)
|
|
$
|
505,783
|
|
|
December 31, 2018
|
||||||||||
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Community purchase options
|
$
|
4,738
|
|
|
$
|
—
|
|
|
$
|
4,738
|
|
Health care licenses
|
42,323
|
|
|
—
|
|
|
42,323
|
|
|||
Trade names
|
27,800
|
|
|
(26,295
|
)
|
|
1,505
|
|
|||
Management contracts
|
9,610
|
|
|
(6,704
|
)
|
|
2,906
|
|
|||
Total
|
$
|
84,471
|
|
|
$
|
(32,999
|
)
|
|
$
|
51,472
|
|
|
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
|
|
Year Ending December 31,
|
Future
Amortization |
||
2019
|
$
|
2,140
|
|
2020
|
635
|
|
|
2021
|
635
|
|
|
2022
|
635
|
|
|
2023
|
366
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
4,411
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Mortgage notes payable due 2019 through 2047; weighted average interest rate of 4.75% in 2018, less debt discount and deferred financing costs of $18.6 million and $16.6 million in 2018 and 2017, respectively (weighted average interest rate of 4.59% in 2017)
|
$
|
3,579,931
|
|
|
$
|
3,497,762
|
|
Capital and financing lease obligations payable through 2032; weighted average interest rate of 7.99% in 2018 (weighted average interest rate of 6.75% in 2017)
|
874,476
|
|
|
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 in 2017, interest at 2.75% per annum
|
—
|
|
|
309,853
|
|
||
Other notes payable, weighted average interest rate of 5.85% in 2018 (weighted average interest rate of 5.98% in 2017) and maturity dates ranging from 2019 to 2021
|
60,249
|
|
|
63,122
|
|
||
Total long-term debt and capital and financing lease obligations
|
4,514,656
|
|
|
5,142,291
|
|
||
Less current portion
|
317,561
|
|
|
602,501
|
|
||
Total long-term debt and capital and financing lease obligations, less current portion
|
$
|
4,197,095
|
|
|
$
|
4,539,790
|
|
Year Ending December 31,
|
Long-term
Debt |
|
Capital and
Financing Lease Obligations |
|
Total
|
||||||
2019
|
$
|
296,986
|
|
|
$
|
88,339
|
|
|
$
|
385,325
|
|
2020
|
389,805
|
|
|
98,516
|
|
|
488,321
|
|
|||
2021
|
336,006
|
|
|
90,242
|
|
|
426,248
|
|
|||
2022
|
323,606
|
|
|
91,632
|
|
|
415,238
|
|
|||
2023
|
276,407
|
|
|
93,103
|
|
|
369,510
|
|
|||
Thereafter
|
2,036,017
|
|
|
1,041,987
|
|
|
3,078,004
|
|
|||
Total obligations
|
3,658,827
|
|
|
1,503,819
|
|
|
5,162,646
|
|
|||
Less amount representing debt discount and deferred financing costs, net
|
(18,647
|
)
|
|
—
|
|
|
(18,647
|
)
|
|||
Less amount representing interest (weighted average interest rate of 7.99%)
|
—
|
|
|
(629,343
|
)
|
|
(629,343
|
)
|
|||
Total
|
$
|
3,640,180
|
|
|
$
|
874,476
|
|
|
$
|
4,514,656
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash basis payment - operating leases
|
$
|
324,870
|
|
|
$
|
365,077
|
|
|
$
|
384,104
|
|
Straight-line lease (income) expense
|
(17,218
|
)
|
|
(20,990
|
)
|
|
(6,097
|
)
|
|||
Amortization of deferred gain
|
(4,358
|
)
|
|
(4,366
|
)
|
|
(4,372
|
)
|
|||
Facility lease expense
|
$
|
303,294
|
|
|
$
|
339,721
|
|
|
$
|
373,635
|
|
Year Ending December 31,
|
Operating
Leases |
||
2019
|
$
|
310,340
|
|
2020
|
307,493
|
|
|
2021
|
290,661
|
|
|
2022
|
291,113
|
|
|
2023
|
285,723
|
|
|
Thereafter
|
786,647
|
|
|
Total
|
$
|
2,271,977
|
|
(share amounts in thousands, except value per share)
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Outstanding on January 1, 2016
|
3,454
|
|
|
$
|
28.80
|
|
Granted
|
3,141
|
|
|
14.56
|
|
|
Vested
|
(1,242
|
)
|
|
26.79
|
|
|
Cancelled/forfeited
|
(745
|
)
|
|
24.75
|
|
|
Outstanding on December 31, 2016
|
4,608
|
|
|
20.29
|
|
|
Granted
|
2,569
|
|
|
14.65
|
|
|
Vested
|
(1,276
|
)
|
|
22.20
|
|
|
Cancelled/forfeited
|
(1,131
|
)
|
|
18.95
|
|
|
Outstanding on December 31, 2017
|
4,770
|
|
|
17.13
|
|
|
Granted
|
3,880
|
|
|
9.39
|
|
|
Vested
|
(1,579
|
)
|
|
19.12
|
|
|
Cancelled/forfeited
|
(1,315
|
)
|
|
13.19
|
|
|
Outstanding on December 31, 2018
|
5,756
|
|
|
11.78
|
|
(share amounts in thousands, except value per share)
|
Shares Granted
|
|
Value Per Share
|
|
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
|
|
Three months ended December 31, 2018
|
61
|
|
|
$
|
9.25
|
|
|
$
|
569
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(113
|
)
|
|
$
|
2,200
|
|
|
$
|
(12
|
)
|
Deferred
|
52,367
|
|
|
15,310
|
|
|
(3,248
|
)
|
|||
Total Federal
|
52,254
|
|
|
17,510
|
|
|
(3,260
|
)
|
|||
State:
|
|
|
|
|
|
|
|
|
|||
Current
|
(2,798
|
)
|
|
(995
|
)
|
|
(2,118
|
)
|
|||
Deferred (included in Federal above)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total State
|
(2,798
|
)
|
|
(995
|
)
|
|
(2,118
|
)
|
|||
Total
|
$
|
49,456
|
|
|
$
|
16,515
|
|
|
$
|
(5,378
|
)
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Tax benefit at U.S. statutory rate
|
$
|
121,320
|
|
|
$
|
205,777
|
|
|
$
|
139,657
|
|
State taxes, net of federal income tax
|
21,576
|
|
|
24,891
|
|
|
11,788
|
|
|||
Valuation allowance
|
5,713
|
|
|
(246,037
|
)
|
|
(142,862
|
)
|
|||
Tax credits
|
688
|
|
|
1,908
|
|
|
6,163
|
|
|||
Goodwill impairment
|
(88,265
|
)
|
|
(78,515
|
)
|
|
(10,789
|
)
|
|||
Impact of the Tax Act
|
(6,042
|
)
|
|
114,716
|
|
|
—
|
|
|||
Stock compensation
|
(4,717
|
)
|
|
(4,093
|
)
|
|
(5,716
|
)
|
|||
Meals and entertainment
|
(493
|
)
|
|
(726
|
)
|
|
(868
|
)
|
|||
Other, net
|
(324
|
)
|
|
(1,406
|
)
|
|
(2,751
|
)
|
|||
Total
|
$
|
49,456
|
|
|
$
|
16,515
|
|
|
$
|
(5,378
|
)
|
|
As of December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
||||
Capital and financing lease obligations
|
$
|
165,703
|
|
|
$
|
264,255
|
|
Operating loss carryforwards
|
298,255
|
|
|
288,469
|
|
||
Deferred lease liability
|
63,263
|
|
|
52,869
|
|
||
Accrued expenses
|
61,309
|
|
|
66,123
|
|
||
Tax credits
|
50,462
|
|
|
49,556
|
|
||
Capital loss carryforward
|
41,413
|
|
|
—
|
|
||
Intangible assets
|
10,133
|
|
|
14,493
|
|
||
Other
|
2,872
|
|
|
7,190
|
|
||
Total gross deferred income tax asset
|
693,410
|
|
|
742,955
|
|
||
Valuation allowance
|
(336,417
|
)
|
|
(336,087
|
)
|
||
Net deferred income tax assets
|
356,993
|
|
|
406,868
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Property, plant and equipment
|
(334,145
|
)
|
|
(477,512
|
)
|
||
Investment in unconsolidated ventures
|
(41,219
|
)
|
|
—
|
|
||
Total gross deferred income tax liability
|
(375,364
|
)
|
|
(477,512
|
)
|
||
Net deferred tax liability
|
$
|
(18,371
|
)
|
|
$
|
(70,644
|
)
|
|
For the Year Ended
|
||
(in thousands)
|
December 31, 2017
|
||
Rate change - decrease in net deferred tax assets
|
$
|
108,070
|
|
Rate change - decrease in valuation allowance
|
(172,235
|
)
|
|
Impact on net operating loss usage
|
(50,551
|
)
|
|
Reduction of deferred tax asset - AMT credits
|
2,361
|
|
|
Total impact of the Tax Act on the Company's deferred taxes position
|
(112,355
|
)
|
|
Realization of AMT credits
|
(2,361
|
)
|
|
Net impact of the Tax Act on the Company's effect tax rate
|
$
|
(114,716
|
)
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Increase (decrease) in valuation allowance before consideration of the Tax Act
|
$
|
(5,713
|
)
|
|
$
|
246,037
|
|
Increase (decrease) due to the adoption of ASU 2016-09
|
—
|
|
|
48,531
|
|
||
Total increase (decrease) in valuation allowance
|
(5,713
|
)
|
|
294,568
|
|
||
|
|
|
|
||||
Tax Act rate change - decrease in valuation allowance
|
—
|
|
|
(172,235
|
)
|
||
Impact on net operating loss usage
|
6,042
|
|
|
(50,551
|
)
|
||
Total increase (decrease) in valuation allowance due to Tax Act
|
6,042
|
|
|
(222,786
|
)
|
||
Total increase (decrease) in valuation allowance
|
$
|
329
|
|
|
$
|
71,782
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Balance at January 1,
|
$
|
18,461
|
|
|
$
|
29,160
|
|
Additions for tax positions related to the current year
|
80
|
|
|
184
|
|
||
Reductions for the Impact of the Tax Act
|
—
|
|
|
(10,859
|
)
|
||
Reductions for tax positions related to prior years
|
(34
|
)
|
|
(24
|
)
|
||
Balance at December 31,
|
$
|
18,507
|
|
|
$
|
18,461
|
|
(in thousands)
|
For the Years Ended December 31,
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2018
|
|
2017
|
|
2016
|
||||||
Interest paid
|
$
|
260,706
|
|
|
$
|
294,758
|
|
|
$
|
349,535
|
|
Income taxes paid, net of refunds
|
$
|
2,058
|
|
|
$
|
1,038
|
|
|
$
|
2,047
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment and leasehold intangibles, net:
|
|
|
|
|
|
|
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
220,810
|
|
|
$
|
221,476
|
|
|
$
|
300,113
|
|
Trade accounts payable
|
4,663
|
|
|
(7,589
|
)
|
|
33,534
|
|
|||
Net cash paid
|
$
|
225,473
|
|
|
$
|
213,887
|
|
|
$
|
333,647
|
|
Acquisition of assets, net of related payables and cash received:
|
|
|
|
|
|
|
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
237,563
|
|
|
$
|
—
|
|
|
$
|
19,457
|
|
Other intangible assets, net
|
(4,345
|
)
|
|
5,196
|
|
|
(7,300
|
)
|
|||
Capital and financing lease obligations
|
36,120
|
|
|
—
|
|
|
—
|
|
|||
Other liabilities
|
2,433
|
|
|
—
|
|
|
—
|
|
|||
Net cash paid
|
$
|
271,771
|
|
|
$
|
5,196
|
|
|
$
|
12,157
|
|
Proceeds from sale of assets, net:
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other assets, net
|
$
|
(4,950
|
)
|
|
$
|
(17,072
|
)
|
|
$
|
(4,543
|
)
|
Assets held for sale
|
(197,111
|
)
|
|
(20,952
|
)
|
|
(289,452
|
)
|
|||
Property, plant and equipment and leasehold intangibles, net
|
(93,098
|
)
|
|
(155,723
|
)
|
|
—
|
|
|||
Investments in unconsolidated ventures
|
(58,179
|
)
|
|
(52,548
|
)
|
|
—
|
|
|||
Other liabilities
|
1,139
|
|
|
(1,058
|
)
|
|
3,281
|
|
|||
Long-term debt
|
—
|
|
|
8,547
|
|
|
—
|
|
|||
Capital and financing lease obligations
|
93,514
|
|
|
157,963
|
|
|
—
|
|
|||
Refundable entrance fees and deferred revenue
|
8,632
|
|
|
30,771
|
|
|
—
|
|
|||
(Gain) loss on sale of assets, net
|
(249,754
|
)
|
|
(19,273
|
)
|
|
(7,218
|
)
|
|||
Loss on facility lease termination and modification, net
|
—
|
|
|
(1,162
|
)
|
|
—
|
|
|||
Net cash received
|
$
|
(499,807
|
)
|
|
$
|
(70,507
|
)
|
|
$
|
(297,932
|
)
|
Lease termination and modification, net:
|
|
|
|
|
|
||||||
Prepaid expenses and other assets, net
|
$
|
(2,804
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Property, plant and equipment and leasehold intangibles, net
|
(87,464
|
)
|
|
—
|
|
|
—
|
|
|||
Capital and financing lease obligations
|
58,099
|
|
|
—
|
|
|
—
|
|
|||
Deferred liabilities
|
70,835
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets, net
|
(5,761
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on facility lease termination and modification, net
|
34,283
|
|
|
—
|
|
|
—
|
|
|||
Net cash paid
(1)
|
$
|
67,188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
|
|
$
|
—
|
|
(1)
|
The net cash paid to terminate community leases is presented within the consolidated statement of cash flows based upon the lease classification of the terminated leases. Net cash paid of
$54.6 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 year ended
December 31, 2018
.
|
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
398,267
|
|
|
$
|
222,647
|
|
Restricted cash
|
27,683
|
|
|
37,189
|
|
||
Long-term restricted cash
|
24,268
|
|
|
22,710
|
|
||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
450,218
|
|
|
$
|
282,546
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
Private pay
|
$
|
596,852
|
|
|
$
|
1,923,676
|
|
|
$
|
288,682
|
|
|
$
|
693
|
|
|
$
|
2,809,903
|
|
Government reimbursement
|
3,125
|
|
|
72,175
|
|
|
87,028
|
|
|
359,881
|
|
|
522,209
|
|
|||||
Other third-party payor programs
|
—
|
|
|
—
|
|
|
40,698
|
|
|
76,401
|
|
|
117,099
|
|
|||||
Total resident fee revenue
|
$
|
599,977
|
|
|
$
|
1,995,851
|
|
|
$
|
416,408
|
|
|
$
|
436,975
|
|
|
$
|
3,449,211
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Independent Living
(1)
|
$
|
599,977
|
|
|
$
|
654,196
|
|
|
$
|
679,503
|
|
Assisted Living and Memory Care
(1)
|
1,995,851
|
|
|
2,210,688
|
|
|
2,419,459
|
|
|||
CCRCs
(1)
|
416,408
|
|
|
468,994
|
|
|
592,826
|
|
|||
Health Care Services
(1)
|
436,975
|
|
|
446,262
|
|
|
476,833
|
|
|||
Management Services
(2)
|
1,082,215
|
|
|
966,976
|
|
|
808,359
|
|
|||
|
$
|
4,531,426
|
|
|
$
|
4,747,116
|
|
|
$
|
4,976,980
|
|
Segment Operating Income
(3)
:
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
$
|
240,609
|
|
|
$
|
271,417
|
|
|
$
|
294,530
|
|
Assisted Living and Memory Care
|
628,982
|
|
|
749,058
|
|
|
876,817
|
|
|||
CCRCs
|
92,212
|
|
|
106,162
|
|
|
133,409
|
|
|||
Health Care Services
|
34,080
|
|
|
51,348
|
|
|
64,463
|
|
|||
Management Services
|
71,986
|
|
|
75,845
|
|
|
70,762
|
|
|||
|
1,067,869
|
|
|
1,253,830
|
|
|
1,439,981
|
|
|||
General and administrative (including non-cash stock-based compensation expense)
|
250,495
|
|
|
255,446
|
|
|
313,409
|
|
|||
Transaction costs
|
8,980
|
|
|
22,573
|
|
|
3,990
|
|
|||
|
|
|
|
|
|
Facility lease expense:
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
93,496
|
|
|
117,131
|
|
|
120,272
|
|
|||
Assisted Living and Memory Care
|
178,716
|
|
|
185,971
|
|
|
193,670
|
|
|||
CCRCs
|
24,856
|
|
|
29,464
|
|
|
51,727
|
|
|||
Health Care Services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate and Management Services
|
6,226
|
|
|
7,155
|
|
|
7,966
|
|
|||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
91,899
|
|
|
95,226
|
|
|
94,049
|
|
|||
Assisted Living and Memory Care
|
261,365
|
|
|
290,344
|
|
|
308,639
|
|
|||
CCRCs
|
53,551
|
|
|
44,294
|
|
|
66,431
|
|
|||
Health Care Services
|
3,201
|
|
|
3,723
|
|
|
4,075
|
|
|||
Corporate and Management Services
|
37,439
|
|
|
48,490
|
|
|
47,208
|
|
|||
Goodwill and asset impairment:
|
|
|
|
|
|
||||||
Independent Living
|
2,013
|
|
|
2,968
|
|
|
31,384
|
|
|||
Assisted Living and Memory Care
|
436,892
|
|
|
342,788
|
|
|
132,389
|
|
|||
CCRCs
|
6,669
|
|
|
18,083
|
|
|
46,329
|
|
|||
Health Care Services
|
9,055
|
|
|
14,599
|
|
|
1,596
|
|
|||
Corporate and Management Services
|
35,264
|
|
|
31,344
|
|
|
36,817
|
|
|||
Loss on facility lease termination and modification, net
|
162,001
|
|
|
14,276
|
|
|
11,113
|
|
|||
Income (loss) from operations
|
$
|
(594,249
|
)
|
|
$
|
(270,045
|
)
|
|
$
|
(31,083
|
)
|
|
|
|
|
|
|
||||||
Total interest expense:
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
$
|
58,783
|
|
|
$
|
55,436
|
|
|
$
|
56,827
|
|
Assisted Living and Memory Care
|
174,459
|
|
|
207,861
|
|
|
249,449
|
|
|||
CCRCs
|
26,746
|
|
|
27,665
|
|
|
39,824
|
|
|||
Health Care Services
|
—
|
|
|
892
|
|
|
1,461
|
|
|||
Corporate and Management Services
|
20,281
|
|
|
34,300
|
|
|
38,056
|
|
|||
|
$
|
280,269
|
|
|
$
|
326,154
|
|
|
$
|
385,617
|
|
|
|
|
|
|
|
||||||
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
|
|
|
|
|
|
|
|
|
|||
Independent Living
|
$
|
51,510
|
|
|
$
|
47,309
|
|
|
$
|
59,978
|
|
Assisted Living and Memory Care
|
125,750
|
|
|
119,717
|
|
|
156,732
|
|
|||
CCRCs
|
26,615
|
|
|
24,297
|
|
|
37,800
|
|
|||
Health Care Services
|
902
|
|
|
755
|
|
|
1,576
|
|
|||
Corporate and Management Services
|
16,033
|
|
|
29,398
|
|
|
44,027
|
|
|||
|
$
|
220,810
|
|
|
$
|
221,476
|
|
|
$
|
300,113
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Total assets:
|
|
|
|
||||
Independent Living
|
$
|
1,104,774
|
|
|
$
|
1,266,076
|
|
Assisted Living and Memory Care
|
3,684,170
|
|
|
4,535,114
|
|
||
CCRCs
|
707,819
|
|
|
667,234
|
|
||
Health Care Services
|
254,950
|
|
|
257,257
|
|
||
Corporate and Management Services
|
715,547
|
|
|
949,768
|
|
||
|
$
|
6,467,260
|
|
|
$
|
7,675,449
|
|
(1)
|
All revenue is earned from external third parties in the United States.
|
(2)
|
Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.
|
(3)
|
Segment operating income is defined as segment revenues less segment facility operating expenses (excluding depreciation and amortization) and costs incurred on behalf of managed communities.
|
|
For the Quarters Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
Revenues
|
$
|
1,187,234
|
|
|
$
|
1,155,200
|
|
|
$
|
1,120,062
|
|
|
$
|
1,068,930
|
|
Goodwill and asset impairment
|
430,363
|
|
|
16,103
|
|
|
5,500
|
|
|
37,927
|
|
||||
Loss on facility lease termination and modification, net
|
—
|
|
|
146,467
|
|
|
2,337
|
|
|
13,197
|
|
||||
Income (loss) from operations
|
(413,831
|
)
|
|
(137,589
|
)
|
|
3,626
|
|
|
(46,455
|
)
|
||||
Gain on sale of assets, net
|
43,431
|
|
|
23,322
|
|
|
9,833
|
|
|
216,660
|
|
||||
Income (loss) before income taxes
|
(441,649
|
)
|
|
(181,055
|
)
|
|
(54,903
|
)
|
|
99,799
|
|
||||
Net income (loss)
|
(457,234
|
)
|
|
(165,509
|
)
|
|
(37,140
|
)
|
|
131,531
|
|
||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(457,188
|
)
|
|
(165,488
|
)
|
|
(37,121
|
)
|
|
131,539
|
|
||||
Weighted average basic and diluted income (loss) per share
|
$
|
(2.45
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.70
|
|
|
For the Quarters Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
||||||||
Revenues
|
$
|
1,216,766
|
|
|
$
|
1,186,472
|
|
|
$
|
1,177,988
|
|
|
$
|
1,165,890
|
|
Goodwill and asset impairment
|
20,706
|
|
|
1,559
|
|
|
368,551
|
|
|
18,966
|
|
||||
Income (loss) from operations
|
48,126
|
|
|
30,174
|
|
|
(350,970
|
)
|
|
2,625
|
|
||||
Income (loss) before income taxes
|
(42,333
|
)
|
|
(49,072
|
)
|
|
(445,147
|
)
|
|
(51,569
|
)
|
||||
Net income (loss)
|
(126,361
|
)
|
|
(46,337
|
)
|
|
(413,929
|
)
|
|
15,021
|
|
||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(126,304
|
)
|
|
(46,287
|
)
|
|
(413,885
|
)
|
|
15,057
|
|
||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.68
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(2.22
|
)
|
|
$
|
0.08
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning of period |
|
Charged to
costs and expenses |
|
Charged
to other accounts |
|
Deductions
|
|
Balance at
end of period |
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2016
|
|
$
|
26,470
|
|
|
$
|
30,632
|
|
|
$
|
2,680
|
|
|
$
|
(32,738
|
)
|
|
$
|
27,044
|
|
Year ended December 31, 2017
|
|
$
|
27,044
|
|
|
$
|
25,370
|
|
|
$
|
555
|
|
|
$
|
(29,857
|
)
|
|
$
|
23,112
|
|
Year ended December 31, 2018
|
|
$
|
23,112
|
|
|
$
|
17,597
|
|
|
$
|
7,153
|
|
|
$
|
(23,109
|
)
|
|
$
|
24,753
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
|
$
|
121,602
|
|
|
$
|
142,862
|
|
(1)
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
264,305
|
|
Year ended December 31, 2017
|
|
$
|
264,305
|
|
|
$
|
71,782
|
|
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,087
|
|
Year ended December 31, 2018
|
|
$
|
336,087
|
|
|
$
|
330
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,417
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
Plan category
|
|
(a)
(1)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
(2)
|
|
—
|
|
—
|
|
8,871,506
|
|
Equity compensation plans not approved by security holders
(3)
|
|
—
|
|
—
|
|
35,936
|
|
Total
|
|
—
|
|
—
|
|
8,907,442
|
|
(1)
|
As of
December 31, 2018
, an aggregate of
5,756,435
shares of unvested restricted stock were outstanding under our 2014 Omnibus Incentive Plan, and an aggregate of
6,850
vested restricted stock units were outstanding under our Omnibus Stock Incentive Plan. Such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014 Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards and other stock-based awards.
|
(2)
|
The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of
8,237,094
shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and
634,412
shares remaining available for future issuance under our Associate Stock Purchase Plan.
|
(3)
|
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-employee director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day's closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
1)
|
2)
|
Exhibits:
|
Exhibit No.
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1.1
|
|
|
10.1.2
|
|
|
10.2.1
|
|
|
10.2.2
|
|
|
10.2.3
|
|
|
10.3
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28.1
|
|
|
10.28.2
|
|
|
10.29.1
|
|
|
10.29.2
|
|
|
10.29.3
|
|
|
10.29.4
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34.1
|
|
|
10.34.2
|
|
10.35
|
|
|
10.36
|
|
|
21
|
|
|
23
|
|
|
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.
|
*
|
Management Contract or Compensatory Plan
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the SEC.
|
|
BROOKDALE SENIOR LIVING INC.
|
||
|
|
|
|
|
By:
|
/s/ Lucinda M. Baier
|
|
|
Name:
|
Lucinda M. Baier
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 14, 2019
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Lee S. Wielansky
|
|
Non-Executive Chairman of the Board
|
|
February 14, 2019
|
Lee S. Wielansky
|
|
|
|
|
|
|
|
|
|
/s/ Lucinda M. Baier
|
|
President, Chief Executive Officer and Director
|
|
February 14, 2019
|
Lucinda M. Baier
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Steven E. Swain
|
|
Executive Vice President and Chief Financial Officer
|
|
February 14, 2019
|
Steven E. Swain
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Dawn L. Kussow
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 14, 2019
|
Dawn L. Kussow
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marcus E. Bromley
|
|
Director
|
|
February 14, 2019
|
Marcus E. Bromley
|
|
|
|
|
|
|
|
|
|
/s/ Frank M. Bumstead
|
|
Director
|
|
February 14, 2019
|
Frank M. Bumstead
|
|
|
|
|
|
|
|
|
|
/s/ Jackie M. Clegg
|
|
Director
|
|
February 14, 2019
|
Jackie M. Clegg
|
|
|
|
|
|
|
|
|
|
/s/ Rita Johnson-Mills
|
|
Director
|
|
February 14, 2019
|
Rita Johnson-Mills
|
|
|
|
|
|
|
|
|
|
/s/ James R. Seward
|
|
Director
|
|
February 14, 2019
|
James R. Seward
|
|
|
|
|
|
|
|
|
|
/s/ Denise W. Warren
|
|
Director
|
|
February 14, 2019
|
Denise W. Warren
|
|
|
|
|
(1)
|
The name of the Corporation is Brookdale Senior Living Inc.
|
(2)
|
The name under which the Corporation was originally incorporated was Brookdale Senior Living Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 28, 2005.
|
(3)
|
This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
|
(4)
|
The text of the Restated Certificate of Incorporation of the Corporation as amended hereby is restated to read in its entirety, as follows:
|
SUBSIDIARY
|
JURISDICTION OF INCORPORATION OR FORMATION
|
"Nurse-On-Call" Home Care, Inc.
|
FL
|
A.R.C. Management Corporation
|
TN
|
Abingdon Place of Gastonia, LP
|
NC
|
Abingdon Place of Greensboro, LP
|
NC
|
Abingdon Place of Lenoir, LP
|
NC
|
AH Battery Park Owner, LLC
|
DE
|
AH Illinois Huntley Member, LLC
|
OH
|
AH Illinois Huntley Owner, LLC
|
OH
|
AH Illinois Owner, LLC
|
DE
|
AH North Carolina Owner, LLC
|
DE
|
AH Ohio-Columbus Owner, LLC
|
DE
|
AH Pennsylvania Owner, LP
|
OH
|
AH Texas CGP, Inc.
|
OH
|
AH Texas Owner Limited Partnership
|
OH
|
AH Texas Owner Limited Partnership SL
|
OH
|
AHC Bayside, Inc.
|
DE
|
AHC Exchange Corporation
|
DE
|
AHC Florham Park, LLC
|
DE
|
AHC Monroe Township, LLC
|
DE
|
AHC PHN I, Inc.
|
DE
|
AHC Properties, Inc.
|
DE
|
AHC Purchaser Parent, LLC
|
DE
|
AHC Purchaser, Inc.
|
DE
|
AHC Richland Hills, LLC
|
DE
|
AHC Shoreline, LLC
|
DE
|
AHC Southland-Lakeland, LLC
|
DE
|
AHC Southland-Melbourne, LLC
|
FL
|
AHC Southland-Ormond Beach, LLC
|
DE
|
AHC Sterling House of Brighton, LLC
|
DE
|
AHC Sterling House of Corsicana, LLC
|
DE
|
AHC Sterling House of Fairfield, LLC
|
DE
|
AHC Sterling House of Greenville, LLC
|
DE
|
AHC Sterling House of Harbison, LLC
|
DE
|
AHC Sterling House of Jacksonville, LLC
|
DE
|
AHC Sterling House of Lewisville, LLC
|
DE
|
AHC Sterling House of Mansfield, LLC
|
DE
|
AHC Sterling House of Newark, LLC
|
DE
|
AHC Sterling House of Oklahoma City West, LLC
|
DE
|
AHC Sterling House of Panama City, LLC
|
DE
|
AHC Sterling House of Port Charlotte, LLC
|
DE
|
AHC Sterling House of Punta Gorda, LLC
|
DE
|
AHC Sterling House of Urbana, LLC
|
DE
|
AHC Sterling House of Venice, LLC
|
DE
|
AHC Sterling House of Washington Township, LLC
|
DE
|
AHC Sterling House of Weatherford, LLC
|
DE
|
AHC Sterling House of Youngstown, LLC
|
DE
|
AHC Trailside, LLC
|
DE
|
AHC Villas of Albany Residential, LLC
|
DE
|
AHC Villas of the Atrium, LLC
|
DE
|
AHC Villas-Wynwood of Courtyard Albany, LLC
|
DE
|
AHC Villas-Wynwood of River Place, LLC
|
DE
|
AHC Wynwood of Rogue Valley, LLC
|
DE
|
AHC/ALS FM Holding Company, LLC
|
DE
|
Alabama Somerby, LLC
|
DE
|
ALS Holdings, Inc.
|
DE
|
ALS Kansas, Inc.
|
DE
|
ALS Leasing, Inc.
|
DE
|
ALS National SPE I, Inc.
|
DE
|
ALS National, Inc.
|
DE
|
ALS North America, Inc.
|
DE
|
ALS Properties Holding Company, LLC
|
DE
|
ALS Properties Tenant I, LLC
|
DE
|
ALS Properties Tenant II, LLC
|
DE
|
ALS Wisconsin Holdings, Inc.
|
DE
|
ALS-Clare Bridge, Inc.
|
DE
|
ALS-Stonefield, Inc.
|
DE
|
ALS-Venture II, Inc.
|
DE
|
ALS-Wovenhearts, Inc.
|
DE
|
Alternative Living Services Home Care, Inc.
|
NY
|
Alternative Living Services-New York, Inc.
|
DE
|
American Retirement Corporation
|
TN
|
Ameritex Home Care, Inc.
|
TX
|
ARC Aurora, LLC
|
TN
|
ARC Bahia Oaks, Inc.
|
TN
|
ARC Bay Pines, Inc.
|
TN
|
ARC Belmont, LLC
|
TN
|
ARC Boca Raton, Inc.
|
TN
|
ARC Boynton Beach, LLC
|
TN
|
ARC Bradenton HC, Inc.
|
TN
|
ARC Bradenton RC, Inc.
|
TN
|
ARC Brandywine GP, LLC
|
TN
|
ARC Brandywine, LP
|
DE
|
ARC Brookmont Terrace, Inc.
|
TN
|
ARC Carriage Club of Jacksonville, Inc.
|
TN
|
ARC Cleveland Heights, LLC
|
TN
|
ARC Cleveland Park, LLC
|
TN
|
ARC Coconut Creek Management, Inc.
|
TN
|
ARC Coconut Creek, LLC
|
TN
|
ARC Corpus Christi, LLC
|
TN
|
ARC Countryside, LLC
|
TN
|
ARC Creative Marketing, LLC
|
TN
|
ARC Cypress, LLC
|
TN
|
ARC Deane Hill, LLC
|
TN
|
ARC Delray Beach, LLC
|
TN
|
ARC Epic Holding Company, Inc.
|
TN
|
ARC Therapy Services, LLC
|
TN
|
ARC Victoria, L.P.
|
TN
|
ARC Westlake Village SNF, LLC
|
DE
|
ARC Westlake Village, Inc.
|
TN
|
ARC Westover Hills, LP
|
TN
|
ARC Willowbrook, LLC
|
TN
|
ARC Wilora Assisted Living, LLC
|
TN
|
ARC Wilora Lake, Inc.
|
TN
|
ARCLP-Charlotte, LLC
|
TN
|
ARCPI Holdings, Inc.
|
DE
|
Asheville Manor, LP
|
NC
|
Assisted Living Properties, Inc.
|
KS
|
Batus, LLC
|
DE
|
BKD - GC FM Holdings, LLC
|
DE
|
BKD Adrian PropCo, LLC
|
DE
|
BKD AGC, Inc.
|
DE
|
BKD Alabama Operator, LLC
|
DE
|
BKD Alabama SNF, LLC
|
DE
|
BKD Altamonte Springs, LLC
|
DE
|
BKD Apache Junction Operator, LLC
|
DE
|
BKD Apache Junction PropCo, LLC
|
DE
|
BKD Arbors of Santa Rosa, LLC
|
DE
|
BKD Ballwin, LLC
|
DE
|
BKD Bossier City Operator, LLC
|
DE
|
BKD Bossier City Propco, LLC
|
DE
|
BKD Bradford Village OpCo LLC
|
DE
|
BKD Bradford Village Propco, LLC
|
DE
|
BKD BRE Knight Member Holding, LLC
|
DE
|
BKD BRE Knight Member, LLC
|
DE
|
BKD Brentwood at Niles, LLC
|
DE
|
BKD Brookdale Marketplace, LLC
|
DE
|
BKD Brookdale Place of Brookfield, LLC
|
DE
|
BKD Carrollton Operator, LLC
|
DE
|
BKD Carrollton Propco, LLC
|
DE
|
BKD CCRC OpCo HoldCo Member, LLC
|
DE
|
BKD CCRC PropCo HoldCo Member, LLC
|
DE
|
BKD Chambrel Holding, LLC
|
DE
|
BKD Chandler Operator, LLC
|
DE
|
BKD Chandler PropCo, LLC
|
DE
|
BKD Charleston South Carolina, LLC
|
DE
|
BKD Clare Bridge and Sterling House of Battle Creek, LLC
|
DE
|
BKD Clare Bridge of Beaverton, LLC
|
DE
|
BKD Clare Bridge of Bend, LLC
|
DE
|
BKD Clare Bridge of Brookfield, LLC
|
DE
|
BKD Clare Bridge of Dublin, LLC
|
DE
|
BKD Clare Bridge of Meridian, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City-SW, LLC
|
DE
|
BKD Clare Bridge of Olympia, LLC
|
DE
|
BKD Clare Bridge of Spokane, LLC
|
DE
|
BKD Clare Bridge of Troutdale, LLC
|
DE
|
BKD Clare Bridge of Wichita, LLC
|
DE
|
BKD Clare Bridge Place Brookfield, LLC
|
DE
|
BKD Corona LLC
|
DE
|
BKD Cortona Park, LLC
|
DE
|
BKD Deane Hill, LLC
|
DE
|
BKD Emeritus EI, LLC
|
DE
|
BKD Employee Services - RIDEA 49, LLC
|
DE
|
BKD Englewood Colorado, LLC
|
DE
|
BKD FM Holding Company, LLC
|
DE
|
BKD FM Nine Holdings, LLC
|
DE
|
BKD FM PNC Holding Company I, LLC
|
DE
|
BKD FM PNC Holding Company II, LLC
|
DE
|
BKD FM PNC Holding Company III, LLC
|
DE
|
BKD FM21 Holdings I, LLC
|
DE
|
BKD FM21 Holdings II, LLC
|
DE
|
BKD FM21 Holdings III, LLC
|
DE
|
BKD FM7 HoldCo CA, LLC
|
DE
|
BKD FM7 HoldCo MI-CO, LLC
|
DE
|
BKD FM7 HoldCo VA, LLC
|
DE
|
BKD Folsom LLC
|
DE
|
BKD Franklin, LLC
|
DE
|
BKD Freedom Plaza Arizona - Peoria, LLC
|
DE
|
BKD Gaines Ranch, LLC
|
DE
|
BKD Gardens-Tarzana Propco, LLC
|
DE
|
BKD Germantown, LLC
|
DE
|
BKD Goodlettsville PropCo, LLC
|
DE
|
BKD GV Investor, LLC
|
DE
|
BKD Hamilton Wolfe - San Antonio LLC
|
DE
|
BKD HB Acquisition Sub, Inc.
|
DE
|
BKD HCR Master Lease 3 Tenant, LLC
|
DE
|
BKD Homewood Corpus Christi Propco, LLC
|
DE
|
BKD Horsham, LLC
|
DE
|
BKD Illinois Retail, LLC
|
DE
|
BKD Island Lake Holdings, LLC
|
DE
|
BKD Island Lake, LLC
|
DE
|
BKD Kettleman Lane LLC
|
DE
|
BKD Lake Orienta, LLC
|
DE
|
BKD Lebanon/Southfield, LLC
|
DE
|
BKD Management Holdings FC, Inc.
|
DE
|
BKD Michigan City, LLC
|
DE
|
BKD Minnetonka Assisted Living, LLC
|
DE
|
BKD Nashville Office Bistro, LLC
|
DE
|
BKD New England Bay, LLC
|
DE
|
BKD North Chandler, LLC
|
DE
|
BKD Northport Operator, LLC
|
DE
|
BKD Northport Propco Member, LLC
|
DE
|
BKD Northport Propco, LLC
|
DE
|
BKD Oklahoma Management, LLC
|
DE
|
BKD Olney, LLC
|
DE
|
BKD Ormond Beach PropCo, LLC
|
DE
|
BKD Owatonna, LLC
|
DE
|
BKD Palm Beach Gardens, LLC
|
DE
|
BKD Paradise Valley Propco, LLC
|
DE
|
BKD Patriot Heights, LLC
|
DE
|
BKD Pearland, LLC
|
DE
|
BKD Personal Assistance Services, LLC
|
DE
|
BKD PHS Investor, LLC
|
DE
|
BKD Project 3 Holding Co., LLC
|
DE
|
BKD Project 3 Manager, LLC
|
DE
|
BKD Richmond Place Propco, LLC
|
DE
|
BKD RIDEA OpCo HoldCo Member, LLC
|
DE
|
BKD RIDEA PropCo HoldCo Member, LLC
|
DE
|
BKD Roanoke PropCo, LLC
|
DE
|
BKD Robin Run Real Estate, Inc.
|
DE
|
BKD Rome Operator, LLC
|
DE
|
BKD Rome PropCo, LLC
|
DE
|
BKD Roseland, LLC
|
DE
|
BKD San Marcos South LLC
|
DE
|
BKD Shadowlake, LLC
|
DE
|
BKD Sherwood - Odessa LLC
|
DE
|
BKD Shoreline, LLC
|
DE
|
BKD Skyline PropCo, LLC
|
DE
|
BKD Sparks, LLC
|
DE
|
BKD Spring Shadows, LLC
|
DE
|
BKD Sterling House of Bloomington, LLC
|
DE
|
BKD Sterling House of Bowling Green, LLC
|
DE
|
BKD Sterling House of Cedar Hill, LLC
|
DE
|
BKD Sterling House of Colorado Springs-Briargate, LLC
|
DE
|
BKD Sterling House of Deland, LLC
|
DE
|
BKD Sterling House of Denton-Parkway, LLC
|
DE
|
BKD Sterling House of DeSoto, LLC
|
DE
|
BKD Sterling House of Duncan, LLC
|
DE
|
BKD Sterling House of Edmond, LLC
|
DE
|
BKD Sterling House of Enid, LLC
|
DE
|
BKD Sterling House of Junction City, LLC
|
DE
|
BKD Sterling House of Kokomo, LLC
|
DE
|
BKD Sterling House of Lawton, LLC
|
DE
|
BKD Sterling House of Loveland-Orchards, LLC
|
DE
|
BKD Sterling House of Mansfield, LLC
|
DE
|
BKD Sterling House of Merrillville, LLC
|
DE
|
BKD Sterling House of Midwest City, LLC
|
DE
|
BKD Sterling House of Oklahoma City North, LLC
|
DE
|
BKD Sterling House of Oklahoma City South, LLC
|
DE
|
BKD Sterling House of Palestine, LLC
|
DE
|
BKD Sterling House of Ponca City, LLC
|
DE
|
BKD Sterling House of Waxahachie, LLC
|
DE
|
BKD Sterling House of West Melbourne I and II, LLC
|
DE
|
BKD Sterling House of Wichita-Tallgrass, LLC
|
DE
|
BKD Sun City Center-LaBarc, LLC
|
DE
|
BKD Tamarac Square PropCo, LLC
|
DE
|
BKD Ten Oaks Operator, LLC
|
DE
|
BKD Ten Oaks Propco, LLC
|
DE
|
BKD The Heights, LLC
|
DE
|
BKD Thirty-Five OpCo, Inc.
|
DE
|
BKD Thirty-Five Op-Holdco Member, LLC
|
DE
|
BKD Thirty-Five Propco, Inc.
|
DE
|
BKD Thirty-Five Prop-Holdco Member, LLC
|
DE
|
BKD Twenty-One Management Company, Inc.
|
DE
|
BKD Twenty-One Opco, Inc.
|
DE
|
BKD Twenty-One Propco, Inc.
|
DE
|
BKD University Park Holding Company, LLC
|
DE
|
BKD University Park SNF, LLC
|
DE
|
BKD Vista, LLC
|
DE
|
BKD Wellington Fort Walton Beach, LLC
|
DE
|
BKD Wellington Muscle Shoals, LLC
|
DE
|
BKD Wellington Newport, LLC
|
DE
|
BKD West Melbourne PropCo, LLC
|
DE
|
BKD Westover Hills, LLC
|
DE
|
BKD Willowbrook Propco, LLC
|
DE
|
BKD Wooster MC, LLC
|
DE
|
BKD Wynwood of Madison West Real Estate, LLC
|
DE
|
BKD Wynwood of Richboro-Northhampton, LLC
|
DE
|
BLC - Atrium at San Jose, L.P.
|
DE
|
BLC - Atrium at San Jose, LLC
|
DE
|
BLC - Brendenwood, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LP
|
DE
|
BLC - Chatfield, LLC
|
DE
|
BLC - Devonshire of Hoffman Estates, LLC
|
DE
|
BLC - Devonshire of Lisle, LLC
|
DE
|
BLC - Edina Park Plaza, LLC
|
DE
|
BLC - Gables at Farmington, LLC
|
DE
|
BLC - Hawthorne Lakes, LLC
|
DE
|
BLC - Kenwood of Lake View, LLC
|
DE
|
BLC - Park Place, LLC
|
DE
|
BLC - Ponce de Leon, LLC
|
DE
|
BLC - River Bay Club, LLC
|
DE
|
BLC - Springs at East Mesa, LLC
|
DE
|
BLC - The Berkshire of Castleton, L.P.
|
DE
|
BLC - The Berkshire of Castleton, LLC
|
DE
|
BLC - The Gables at Brighton, LLC
|
DE
|
BLC - The Hallmark, LLC
|
DE
|
BLC - The Heritage of Des Plaines, LLC
|
DE
|
BLC - The Willows, LLC
|
DE
|
BLC - Village at Skyline, LLC
|
DE
|
BLC - Woodside Terrace, L.P.
|
DE
|
BLC - Woodside Terrace, LLC
|
DE
|
BLC Acquisitions, Inc.
|
DE
|
BLC Adrian-GC, LLC
|
DE
|
BLC Albuquerque-GC, LLC
|
DE
|
BLC Atrium-Jacksonville SNF, LLC
|
DE
|
BLC Atrium-Jacksonville, LLC
|
DE
|
BLC Bristol-GC, LLC
|
DE
|
BLC Cedar Springs, LLC
|
DE
|
BLC Chancellor-Lodi LH, LLC
|
DE
|
BLC Chancellor-Murrieta LH, LLC
|
DE
|
BLC Chancellor-Windsor, Inc.
|
DE
|
BLC Chancellor-Windsor, L.P.
|
DE
|
BLC Crystal Bay, LLC
|
DE
|
BLC Dayton-GC, LLC
|
DE
|
BLC Emerald Crossings, LLC
|
DE
|
BLC Farmington Hills-GC, LLC
|
DE
|
BLC Federal Way LH, LLC
|
DE
|
BLC Federal Way, LLC
|
DE
|
BLC Finance I, LLC
|
DE
|
BLC Findlay-GC, LLC
|
DE
|
BLC FM Holding Company, LLC
|
DE
|
BLC Fort Myers-GC, LLC
|
DE
|
BLC Gables-Monrovia, Inc.
|
DE
|
BLC Gables-Monrovia, L.P.
|
DE
|
BLC Gardens-Santa Monica LH, LLC
|
DE
|
BLC Gardens-Santa Monica, Inc.
|
DE
|
BLC Gardens-Santa Monica, LLC
|
DE
|
BLC Gardens-Tarzana Holding, LLC
|
DE
|
BLC Gardens-Tarzana, Inc.
|
DE
|
BLC Gardens-Tarzana, L.P.
|
DE
|
BLC Gardens-Tarzana, LLC
|
DE
|
BLC Glenwood Gardens SNF, LLC
|
DE
|
BLC Glenwood-Gardens AL, LLC
|
DE
|
BLC Glenwood-Gardens AL-LH, LLC
|
DE
|
BLC Glenwood-Gardens SNF, Inc.
|
DE
|
BLC Glenwood-Gardens SNF-LH, LLC
|
DE
|
BLC Glenwood-Gardens, Inc.
|
DE
|
BLC Inn at the Park, Inc.
|
DE
|
BLC Inn at the Park, LLC
|
DE
|
BLC Jackson Oaks, LLC
|
DE
|
BLC Kansas City-GC, LLC
|
DE
|
BLC Las Vegas-GC, LLC
|
DE
|
BLC Lexington SNF, LLC
|
DE
|
BLC Liberty FM Holding Company, LLC
|
DE
|
BLC Lodge at Paulin, Inc.
|
DE
|
BLC Lodge at Paulin, L.P.
|
DE
|
BLC Lubbock-GC, LLC
|
DE
|
BLC Lubbock-GC, LP
|
DE
|
BLC Management of Texas, LLC
|
DE
|
BLC Management-3, LLC
|
DE
|
BLC Mirage Inn, Inc.
|
DE
|
BLC Mirage Inn, L.P.
|
DE
|
BLC New York Holdings, Inc.
|
DE
|
BLC Nohl Ranch, Inc.
|
DE
|
BLC Nohl Ranch, LLC
|
DE
|
BLC Novi-GC, LLC
|
DE
|
BLC Oak Tree Villa, Inc.
|
DE
|
BLC Oak Tree Villa, L.P.
|
DE
|
BLC Ocean House, Inc.
|
DE
|
BLC Ocean House, L.P.
|
DE
|
BLC Overland Park-GC, LLC
|
DE
|
BLC Pacific Inn, Inc.
|
DE
|
BLC Pacific Inn, L.P.
|
DE
|
BLC Pennington Place, LLC
|
DE
|
BLC Phoenix-GC, LLC
|
DE
|
BLC Properties I, LLC
|
DE
|
BLC Roman Court, LLC
|
DE
|
BLC Sand Point, LLC
|
DE
|
BLC Sheridan, LLC
|
DE
|
BLC Southerland Place - Midlothian, LLC
|
DE
|
BLC Southerland Place-Germantown, LLC
|
DE
|
BLC Springfield-GC, LLC
|
DE
|
BLC Tampa-GC, LLC
|
DE
|
BLC Tavares-GC, LLC
|
DE
|
BLC The Fairways LH, LLC
|
DE
|
BLC The Fairways, LLC
|
DE
|
BLC Victorian Manor, LLC
|
DE
|
BLC Wellington FM Holding Company, LLC
|
DE
|
BLC Wellington-Athens, LLC
|
DE
|
BLC Wellington-Cleveland, LLC
|
DE
|
BLC Wellington-Colonial Heights, LLC
|
DE
|
BLC Wellington-Fort Walton Beach, LLC
|
DE
|
BLC Wellington-Gardens PropCo, LLC
|
DE
|
BLC Wellington-Gardens, LLC
|
DE
|
BLC Wellington-Greeneville TN, LLC
|
DE
|
BLC Wellington-Greenville MS, LLC
|
DE
|
BLC Wellington-Hampton Cove, LLC
|
DE
|
BLC Wellington-Hixson, LLC
|
DE
|
BLC Wellington-Johnson City, LLC
|
DE
|
BLC Wellington-Kennesaw, LLC
|
DE
|
BLC Wellington-Kingston, LLC
|
DE
|
BLC Wellington-Maryville, LLC
|
DE
|
BLC Wellington-Newport, LLC
|
DE
|
BLC Wellington-Sevierville, LLC
|
DE
|
BLC Wellington-Shoals, LLC
|
DE
|
BLC Windsor Place, LLC
|
DE
|
BLC-Club Hill, LLC
|
DE
|
BLC-GC Member, LLC
|
DE
|
BLC-GC Texas, L.P.
|
DE
|
BLC-GFB Member, LLC
|
DE
|
BLC-Montrose, LLC
|
DE
|
BLC-Patriot Heights, LLC
|
DE
|
BLC-Pinecastle, LLC
|
DE
|
Brookdale Living Communities of Illinois-Huntley, LLC
|
DE
|
Brookdale Living Communities of Missouri-CC, LLC
|
DE
|
Brookdale Living Communities of New York-BPC, Inc.
|
DE
|
Brookdale Living Communities of North Carolina, Inc.
|
DE
|
Brookdale Living Communities of Ohio-SP, LLC
|
DE
|
Brookdale Living Communities of Pennsylvania-ML, Inc.
|
DE
|
Brookdale Living Communities of Texas Club Hill, LLC
|
DE
|
Brookdale Living Communities of Texas, Inc.
|
DE
|
Brookdale Living Communities, Inc.
|
DE
|
Brookdale Living Communities-GC Texas, Inc.
|
DE
|
Brookdale Living Communities-GC, LLC
|
DE
|
Brookdale Management Holding, LLC
|
DE
|
Brookdale Management of California, LLC
|
DE
|
Brookdale Management of Florida-PO, LLC
|
DE
|
Brookdale Management of Illinois-GV, LLC
|
DE
|
Brookdale Management of Texas, L.P.
|
DE
|
Brookdale Management-Akron, LLC
|
DE
|
Brookdale Management-DP, LLC
|
DE
|
Brookdale Management-II, LLC
|
DE
|
Brookdale McMinnville Westside, LLC
|
DE
|
Brookdale Northwest Hills, LLC
|
DE
|
Brookdale Operations, LLC
|
DE
|
Brookdale Place at Fall Creek, LLC
|
DE
|
Brookdale Place at Finneytown, LLC
|
DE
|
Brookdale Place at Kenwood, LLC
|
DE
|
Brookdale Place at Oakwood, LLC
|
DE
|
Brookdale Place at Willow Lake, LLC
|
DE
|
Brookdale Place of Albuquerque, LLC
|
DE
|
Brookdale Place of Ann Arbor, LLC
|
DE
|
Brookdale Place of Augusta, LLC
|
DE
|
Brookdale Place of Bath, LLC
|
DE
|
Brookdale Place of Colorado Springs, LLC
|
DE
|
Brookdale Place of Englewood, LLC
|
DE
|
Brookdale Place of South Charlotte, LLC
|
DE
|
Brookdale Place of West Hartford, LLC
|
DE
|
Brookdale Place of Wilton, LLC
|
DE
|
Brookdale Place of Wooster, LLC
|
DE
|
Brookdale Provident Management, LLC
|
DE
|
Brookdale Provident Properties, LLC
|
DE
|
Brookdale Real Estate, LLC
|
DE
|
Brookdale Senior Housing, LLC
|
DE
|
Brookdale Senior Living Communities, Inc.
|
DE
|
Brookdale Senior Living Inc.
|
DE
|
Brookdale Vehicle Holding, LLC
|
DE
|
Brookdale Wellington Lessee, Inc.
|
DE
|
Brookdale Wellington, Inc.
|
DE
|
Brookdale.com, LLC
|
DE
|
Burlington Manor ALZ, LLC
|
NC
|
Burlington Manor, LLC
|
NC
|
Carolina House of Asheboro, LLC
|
NC
|
Carolina House of Cary, LLC
|
NC
|
Carolina House of Chapel Hill, LLC
|
NC
|
Carolina House of Durham, LLC
|
NC
|
Carolina House of Elizabeth City, LLC
|
NC
|
Carolina House of Florence, LLC
|
NC
|
Carolina House of Forest City, LLC
|
NC
|
Carolina House of Greenville, LLC
|
NC
|
Carolina House of Lexington, LLC
|
NC
|
Carolina House of Morehead City, LLC
|
NC
|
Carolina House of Reidsville, LLC
|
NC
|
Carolina House of Smithfield, LLC
|
NC
|
Carolina House of the Village of Pinehurst, LLC
|
NC
|
Carolina House of Wake Forest, LLC
|
NC
|
CCRC - Freedom Fairways Golf Course, LLC
|
DE
|
CCRC - Freedom Pointe at the Villages, LLC
|
DE
|
CCRC - Lake Port Square, LLC
|
DE
|
CCRC - Regency Oaks, LLC
|
DE
|
CCRC - South Port Square, LLC
|
DE
|
CCRC HoldCo - Holland, LLC
|
DE
|
CCRC OpCo - Bradenton, LLC
|
DE
|
CCRC OpCo - Cypress Village, LLC
|
DE
|
CCRC OpCo - Foxwood Springs, LLC
|
DE
|
CCRC OpCo - Freedom Square, LLC
|
DE
|
CCRC OpCo - Galleria Woods, LLC
|
DE
|
CCRC OpCo - Gleannloch Farms, LLC
|
DE
|
CCRC OpCo - Holland, LLC
|
DE
|
CCRC OpCo - Robin Run, LLC
|
DE
|
CCRC OpCo - Sun City Center, LLC
|
DE
|
CCRC OpCo Ventures, LLC
|
DE
|
CCRC PropCo - Bradenton, LLC
|
DE
|
CCRC PropCo - Brandywine MC, LLC
|
DE
|
CCRC PropCo - Freedom Plaza, LLC
|
DE
|
CCRC PropCo - Gleannloch Farms, LLC
|
DE
|
CCRC PropCo - Holland, LLC
|
DE
|
CCRC PropCo - Homewood Residence, LLC
|
DE
|
CCRC PropCo - Lady Lake, LLC
|
DE
|
CCRC PropCo Ventures, LLC
|
DE
|
CCRC PropCo-Cypress Village, LLC
|
DE
|
CCRC PropCo-Foxwood Springs, LLC
|
DE
|
CCRC PropCo-Freedom Square, LLC
|
DE
|
CCRC PropCo-Galleria Woods, LLC
|
DE
|
CCRC PropCo-Robin Run, LLC
|
DE
|
CCRC-Brandywine, LLC
|
DE
|
Champion Oaks Investors LLC
|
DE
|
Clare Bridge of Carmel, LLC
|
DE
|
Clare Bridge of Virginia Beach Estates, LLC
|
DE
|
Cloverset Place, LP
|
MO
|
CMCP Texas, Inc.
|
DE
|
CMCP-Club Hill, LLC
|
DE
|
CMCP-Island Lake, LLC
|
DE
|
CMCP-Montrose, LLC
|
DE
|
CMCP-Pinecastle, LLC
|
DE
|
CMCP-Roswell, LLC
|
DE
|
CMCP-Williamsburg, LLC
|
DE
|
Collin Oaks Investors LLC
|
DE
|
Concord Manor Limted Partnership
|
NC
|
Coventry Corporation
|
KS
|
Crossings International Corporation
|
WA
|
Cypress Arlington & Leawood JV, LLC
|
DE
|
Cypress Arlington GP, LLC
|
DE
|
Cypress Arlington, L.P.
|
DE
|
Cypress Dallas & Ft. Worth JV, LLC
|
DE
|
Cypress Dallas GP, LLC
|
DE
|
Cypress Dallas, L.P.
|
DE
|
Cypress Garden Homes, LLC
|
DE
|
Danville Place I, LLC
|
VA
|
Danville Place Special Management, LLC
|
NC
|
Duval Oaks Investors LLC
|
DE
|
Eden Estates, LLC
|
NC
|
EmeriCal Inc
|
DE
|
EmeriCare Countryside Village LLC
|
DE
|
EmeriCare DME LLC
|
DE
|
EmeriCare Heritage LLC
|
DE
|
EmeriCare Inc
|
DE
|
EmeriCare Kingwood LLC
|
DE
|
EmeriCare NOC LLC
|
DE
|
EmeriCare Palmer Ranch LLC
|
DE
|
EmeriCare Rehab LLC
|
DE
|
EmeriCare Skylyn Place LLC
|
DE
|
EmeriCare Sugarland LLC
|
DE
|
EmeriChenal LLC
|
DE
|
Emerichip Alexandria LLC
|
DE
|
Emerichip Allentown LLC
|
DE
|
Emerichip Auburn LLC
|
DE
|
Emerichip Biloxi LLC
|
DE
|
Emerichip Boise LLC
|
DE
|
Emerichip Bozeman LLC
|
DE
|
Emerichip Cedar Rapids LLC
|
DE
|
Emerichip Dover LLC
|
DE
|
Emerichip Emerald Hills LLC
|
DE
|
Emerichip Everett LLC
|
DE
|
Emerichip Hendersonville LLC
|
DE
|
Emerichip Holdings LLC
|
DE
|
Emerichip La Casa Grande LLC
|
DE
|
Emerichip Lafayette LLC
|
DE
|
Emerichip Lake Charles LLC
|
DE
|
Emerichip Latrobe LLC
|
DE
|
Emerichip Lewiston LLC
|
DE
|
Emerichip Morristown LLC
|
DE
|
Emerichip Ocala East LLC
|
DE
|
Emerichip Ocala West LLC
|
DE
|
Emerichip Odessa LP
|
DE
|
Emerichip Ontario LLC
|
DE
|
Emerichip Painted Post LLC
|
DE
|
Emerichip Pine Park, LLC
|
DE
|
Emerichip Puyallup LLC
|
DE
|
Emerichip Renton LLC
|
DE
|
Emerichip San Antonio AO LP
|
DE
|
Emerichip San Antonio HH LP
|
DE
|
Emerichip San Marcos LP
|
DE
|
Emerichip Texas LLC
|
DE
|
Emerichip Voorhees LLC
|
DE
|
Emerichip Walla Walla LLC
|
DE
|
EmeriClear LLC
|
DE
|
Emerifrat LLC
|
DE
|
Emerihrt Bloomsburg LLC
|
DE
|
Emerihrt Creekview LLC
|
DE
|
Emerihrt Danville LLC
|
DE
|
Emerihrt Greensboro LLC
|
DE
|
Emerihrt Harrisburg LLC
|
DE
|
Emerihrt Harrisonburg LLC
|
DE
|
Emerihrt Henderson LP
|
DE
|
Emerihrt Medical Center LP
|
DE
|
Emerihrt Oakwell Farms LP
|
DE
|
Emerihrt Ravenna LLC
|
DE
|
Emerihrt Roanoke LLC
|
DE
|
Emerihrt Stonebridge Ranch LP
|
DE
|
Emerihud II LLC
|
DE
|
Emerihud LLC
|
DE
|
Emerikeyt Liberal Springs LLC
|
DE
|
Emerikeyt Lo of Broadmoor LLC
|
DE
|
Emerikeyt Palms at Loma Linda Inc.
|
CA
|
Emerikeyt Springs at Oceanside Inc.
|
CA
|
EmeriMand LLC
|
DE
|
EmeriMandeville LLC
|
DE
|
EmeriMesa LLC
|
DE
|
Emerimont LLC
|
DE
|
Emeripalm LLC
|
DE
|
Emeripark SC LLC
|
DE
|
Emeriport Inc.
|
CA
|
EmeriPrez LLC
|
DE
|
EmeriRock LLC
|
DE
|
EmeriRose LLC
|
DE
|
Emerishire LLC
|
DE
|
Emeri-Sky SC LLC
|
DE
|
Emeritol Canterbury Ridge LLC
|
DE
|
Emeritol Colonial Park Club LLC
|
DE
|
Emeritol Dowlen Oaks LLC
|
DE
|
Emeritol Eastman Estates LLC
|
DE
|
Emeritol Elmbrook Estates LLC
|
DE
|
Emeritol Evergreen Lodge LLC
|
DE
|
Emeritol Fairhaven Estates LLC
|
DE
|
Emeritol Grand Terrace LLC
|
DE
|
Emeritol Harbour Pointe Shores LLC
|
DE
|
Emeritol Hearthstone Inn LLC
|
DE
|
Emeritol Highland Hills LLC
|
DE
|
Emeritol Lakeridge Place LLC
|
DE
|
Emeritol LO Coeur D'Alene LLC
|
DE
|
Emeritol LO Flagstaff LLC
|
DE
|
Emeritol LO Hagerstown LLC
|
DE
|
Emeritol LO Hattiesburg LLC
|
DE
|
Emeritol LO Lakewood LLC
|
DE
|
Emeritol LO Phoenix LLC
|
DE
|
Emeritol LO Staunton LLC
|
DE
|
Emeritol Meadowbrook LLC
|
DE
|
Emeritol Meadowlands Terrace LLC
|
DE
|
Emeritol Park Club Brandon LLC
|
DE
|
Emeritol Park Club Oakbridge LLC
|
DE
|
Emeritol Pines of Tewksbury LLC
|
DE
|
Emeritol Ridge Wind LLC
|
DE
|
Emeritol Saddleridge Lodge LLC
|
DE
|
Emeritol Seville Estates LLC
|
DE
|
Emeritol Stonecreek Lodge LLC
|
DE
|
Emeritol Woods At Eddy Pond LLC
|
DE
|
Emeritrace LLC
|
DE
|
Emeritrog LLC
|
DE
|
Emeritus Corporation
|
WA
|
Emeritus Management, LLC
|
WA
|
Emeritus Nebraska LLC
|
DE
|
Emeritus Properties Ark Wildflower LLC
|
DE
|
Emeritus Properties Ark Willow Brook LLC
|
DE
|
Emeritus Properties II, Inc.
|
WA
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Emeritus Properties III, Inc.
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WA
|
Emeritus Properties IV, Inc.
|
WA
|
Emeritus Properties IX, LLC
|
WA
|
Emeritus Properties V, Inc.
|
WA
|
Emeritus Properties X, LLC
|
WA
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Emeritus Properties XI, LLC
|
WA
|
Emeritus Properties XII, LLC
|
WA
|
Emeritus Properties XIV, LLC
|
WA
|
Emeritus Properties XVI, Inc.
|
NV
|
Emeritus Properties-Arkansas, LLC
|
DE
|
Emeritus Properties-NGH, LLC
|
WA
|
EmeritusMerced Inc
|
DE
|
Emerivent Atherton Court Inc
|
DE
|
Emerivent Bradenton LLC
|
DE
|
Emerivent Brighton LLC
|
DE
|
Emerivent Lake Mary LLC
|
DE
|
Emerivent Mentor LLC
|
DE
|
Emerivill SC LLC
|
DE
|
EmeriVista LLC
|
DE
|
Emeriweg Troy LLC
|
DE
|
Emeriweg Vestal LLC
|
DE
|
Emeriyaf LLC
|
DE
|
ESC G.P. II, Inc.
|
WA
|
ESC III, L.P.
|
WA
|
ESC IV, L.P.
|
WA
|
ESC Project SF Manager, LLC
|
DE
|
ESC-Arbor Place, LLC
|
DE
|
ESC-New Port Richey, LLC
|
WA
|
ESC-NGH, L.P.
|
WA
|
ESC-Ridgeland, LLC
|
WA
|
FEBC-ALT Holdings Inc.
|
DE
|
FEBC-ALT Investors LLC
|
DE
|
FIT REN Holdings GP Inc.
|
DE
|
FIT REN LLC
|
DE
|
FIT REN Mirage Inn LP
|
DE
|
FIT REN Nohl Ranch LP
|
DE
|
FIT REN Oak Tree LP
|
DE
|
FIT REN Ocean House LP
|
DE
|
FIT REN Pacific Inn LP
|
DE
|
FIT REN Park LP
|
DE
|
FIT REN Paulin Creek LP
|
DE
|
FIT REN The Gables LP
|
DE
|
Fort Austin Limited Partnership
|
TX
|
Fortress CCRC Acquisition LLC
|
DE
|
Foxwood Springs Garden Homes, LLC
|
DE
|
Freedom Group Naples Management Company, Inc.
|
TN
|
Freedom Village of Holland Michigan
|
MI
|
Freedom Village of Sun City Center, Ltd.
|
FL
|
Fretus Investors Austin LP
|
DE
|
Fretus Investors Chandler LLC
|
DE
|
Fretus Investors Dallas LP
|
DE
|
Fretus Investors Farmers Branch LP
|
DE
|
Fretus Investors Fort Wayne LLC
|
DE
|
Fretus Investors Fort Worth LP
|
DE
|
Fretus Investors Glendale LLC
|
DE
|
Fretus Investors Greenwood LLC
|
DE
|
Fretus Investors Hollywood Park LP
|
DE
|
Fretus Investors Houston LP
|
DE
|
Fretus Investors Jacksonville LLC
|
DE
|
Fretus Investors Las Vegas LLC
|
DE
|
Fretus Investors Melbourne LLC
|
DE
|
Fretus Investors Memorial Oaks Houston LP
|
DE
|
Fretus Investors Mesa LLC
|
DE
|
Fretus Investors Orange Park LLC
|
DE
|
Fretus Investors Orlando LLC
|
DE
|
Fretus Investors Plano LP
|
DE
|
Fretus Investors San Antonio LP
|
DE
|
Fretus Investors Sugar Land LP
|
DE
|
Fretus Investors Winter Springs LLC
|
DE
|
Fretus Investors, LLC
|
WA
|
Gaston Manor, LLC
|
NC
|
Gaston Place, LLC
|
NC
|
Gastonia Village, LLC
|
NC
|
Greensboro Manor, LP
|
NC
|
Greenwich Bay L.L.C.
|
DE
|
HB Employee Services CCRC, L.L.C.
|
DE
|
HB Employee Services, L.L.C.
|
DE
|
HBBHT Gen-Par, L.L.C.
|
DE
|
HBBHT Real Estate Limited Partnership
|
DE
|
HBC II Manager, L.L.C.
|
DE
|
HBC Manager, L.L.C.
|
DE
|
HBP Leaseco, L.L.C.
|
DE
|
HC3 Sunrise LLC
|
DE
|
Heartland Retirement Services, Inc.
|
WI
|
Heritage Hills Retirement, Inc.
|
NC
|
Hickory Manor, LLC
|
NC
|
High Point Manor at Skeet Club, LP
|
NC
|
High Point Manor, LP
|
NC
|
High Point Place, LLC
|
NC
|
Home Health Care Holdings, LLC
|
DE
|
Homewood at Brookmont Terrace, LLC
|
TN
|
Horizon Bay Chartwell II, L.L.C.
|
DE
|
Horizon Bay Chartwell, L.L.C.
|
DE
|
Horizon Bay HP Management, L.L.C.
|
DE
|
Horizon Bay Management II, L.L.C.
|
DE
|
Horizon Bay Management, L.L.C.
|
DE
|
Horizon Bay Realty, L.L.C.
|
DE
|
Innovative Senior Care Home Health of Alabama, LLC
|
DE
|
Innovative Senior Care Home Health of Albuquerque, LLC
|
DE
|
Innovative Senior Care Home Health of Boston, LLC
|
DE
|
Innovative Senior Care Home Health of Charlotte, LLC
|
DE
|
Innovative Senior Care Home Health of Chicago, LLC
|
DE
|
Innovative Senior Care Home Health of Detroit, LLC
|
DE
|
Innovative Senior Care Home Health of Durham, LLC
|
DE
|
Innovative Senior Care Home Health of Edmond, LLC
|
DE
|
Innovative Senior Care Home Health of Hartford, LLC
|
DE
|
Innovative Senior Care Home Health of High Point, LLC
|
DE
|
Innovative Senior Care Home Health of Holland, LLC
|
DE
|
Innovative Senior Care Home Health of Houston, LLC
|
DE
|
Innovative Senior Care Home Health of Indianapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Kansas, LLC
|
DE
|
Innovative Senior Care Home Health of Los Angeles, LLC
|
DE
|
Innovative Senior Care Home Health of Minneapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Nashville, LLC
|
DE
|
Innovative Senior Care Home Health of Ocala, LLC
|
DE
|
Innovative Senior Care Home Health of Ohio, LLC
|
DE
|
Innovative Senior Care Home Health of Philadelphia, LLC
|
DE
|
Innovative Senior Care Home Health of Portland, LLC
|
DE
|
Innovative Senior Care Home Health of Rhode Island, LLC
|
DE
|
Innovative Senior Care Home Health of Richmond, LLC
|
DE
|
Innovative Senior Care Home Health of San Antonio, LLC
|
DE
|
Innovative Senior Care Home Health of San Jose, LLC
|
DE
|
Innovative Senior Care Home Health of Seattle, LLC
|
DE
|
Innovative Senior Care Home Health of St Louis, LLC
|
DE
|
Innovative Senior Care Home Health of Tulsa, LLC
|
DE
|
Innovative Senior Care of New Jersey, LLC
|
DE
|
Innovative Senior Care Rehabilitation Agency of Los Angeles, LLC
|
DE
|
Integrated Living Communities of Milledgeville, L.L.C.
|
DE
|
KG Missouri-CC Owner, LLC
|
DE
|
KGC Operator, Inc.
|
DE
|
KGC Shoreline Operator, Inc.
|
DE
|
Kingsley Oaks Investors LLC
|
DE
|
LaBarc, LP
|
TN
|
Lake Seminole Square, LLC
|
DE
|
LH Assisted Living, LLC
|
DE
|
Memorial Oaks Investors LLC
|
DE
|
Meriweg-Fairport, LLC
|
DE
|
Meriweg-Fayetteville, LLC
|
DE
|
Meriweg-Latham, LLC
|
DE
|
Meriweg-Liverpool, LLC
|
DE
|
Meriweg-Rochester, LLC
|
DE
|
Meriweg-Syracuse, LLC
|
DE
|
Meriweg-Vestal, LLC
|
DE
|
Meriweg-Williamsville BM, LLC
|
DE
|
Meriweg-Williamsville BPM, LLC
|
DE
|
NecaniMember LLC
|
DE
|
Niagara Nash Road, LLC
|
NY
|
Niles Lifestyle Gen-Par, L.L.C.
|
DE
|
NOC Therapy, Inc.
|
FL
|
Northwest Oaks Investors LLC
|
DE
|
Nurse on Call of Arizona, Inc.
|
DE
|
Nurse on Call of Dallas, Inc.
|
DE
|
Nurse on Call of Houston, Inc.
|
DE
|
Nurse on Call of San Antonio, Inc.
|
DE
|
Nurse on Call of Texas, Inc.
|
DE
|
Nurse On Call, Inc.
|
DE
|
Nurse-On-Call of Broward, Inc.
|
FL
|
Nurse-On-Call of South Florida, Inc.
|
FL
|
Palm Coast Health Care, Inc.
|
FL
|
Paradise Retirement Center Limited Partnership
|
AZ
|
Park Place Investments of Kentucky, LLC
|
CO
|
Park Place Investments, LLC
|
KY
|
Peaks Home Health, L.L.C.
|
DE
|
PHNTUS Beckett Meadows LLC
|
DE
|
PHNTUS Canterbury Woods LLC
|
DE
|
PHNTUS Charleston Gardens LLC
|
DE
|
PHNTUS Creekside LLC
|
DE
|
PHNTUS Heritage Hills LLC
|
DE
|
PHNTUS KP Sheveport LLC
|
DE
|
PHNTUS Lakes LLC
|
DE
|
PHNTUS LO Cape May LLC
|
DE
|
PHNTUS LO Joliet LLC
|
DE
|
PHNTUS LO Joliet SCU LLC
|
DE
|
PHNTUS LO Rockford LLC
|
DE
|
PHNTUS Oak Hollow LLC
|
DE
|
PHNTUS Pine Meadow LLC
|
DE
|
PHNTUS Pinehurst LLC
|
DE
|
PHNTUS Pines At Goldsboro LLC
|
DE
|
PHNTUS Quail Ridge LLC
|
DE
|
PHNTUS Richland Gardens LLC
|
DE
|
PHNTUS Silverleaf Manor LLC
|
DE
|
PHNTUS Stonebridge LLC
|
DE
|
Plaza Professional Pharmacy, Inc.
|
VA
|
Prosperity Gen-Par, Inc.
|
DE
|
Reynolda Park, LP
|
NC
|
Ridgeland Assisted Living, LLC
|
WA
|
Robin Run Garden Homes, LLC
|
DE
|
SALI Acquisition 1-A/GP, LLC
|
NC
|
SALI Acquisition 1-A/LP, LLC
|
NC
|
SALI Acquisition III/GP, LLC
|
NC
|
SALI Assets, LLC
|
NC
|
SALI Management Services I, LLC
|
NC
|
SALI Management Services II, LLC
|
NC
|
SALI Management Services III, LLC
|
NC
|
SALI Monroe Square, LLC
|
NC
|
SALI Tenant, LLC
|
NC
|
Salisbury Gardens, LLC
|
NC
|
Senior Lifestyle East Bay Limited Partnership
|
DE
|
Senior Lifestyle Emerald Bay Limited Partnership
|
DE
|
Senior Lifestyle Heritage, L.L.C.
|
DE
|
Senior Lifestyle Newport Limited Partnership
|
DE
|
Senior Lifestyle North Bay Limited Partnership
|
DE
|
Senior Lifestyle Pinecrest Limited Partnership
|
DE
|
Senior Lifestyle Prosperity Limited Partnership
|
DE
|
Senior Lifestyle Sakonnet Bay Limited Partnership
|
DE
|
Senior Living Properties, LLC
|
DE
|
Senior Service Insurance, LTD
|
|
Silver Lake Assisted Living, LLC
|
DE
|
SLC East Bay, Inc.
|
DE
|
SLC Emerald Bay, Inc.
|
DE
|
SLC Newport, Inc.
|
DE
|
SLC North Bay, Inc.
|
DE
|
SLC Pinecrest, Inc.
|
DE
|
SLC Sakonnet Bay, Inc.
|
DE
|
South Bay Manor, L.L.C.
|
DE
|
Southern Assisted Living, LLC
|
NC
|
Statesville Manor on Peachtree ALZ, LLC
|
NC
|
Statesville Manor, LP
|
NC
|
Statesville Place, LLC
|
NC
|
Sugar Land Investors LLC
|
DE
|
Summerville 1 LLC
|
DE
|
Summerville 13 LLC
|
DE
|
Summerville 14 LLC
|
DE
|
Summerville 15 LLC
|
DE
|
Summerville 16 LLC
|
DE
|
Summerville 17 LLC
|
DE
|
Summerville 2 LLC
|
DE
|
Summerville 3 LLC
|
DE
|
Summerville 4 LLC
|
DE
|
Summerville 5 LLC
|
DE
|
Summerville 7 LLC
|
DE
|
Summerville 8 LLC
|
DE
|
Summerville 9 LLC
|
DE
|
Summerville at Atherton Court LLC
|
DE
|
Summerville at Barrington Court LLC
|
DE
|
Summerville at Camelot Place LLC
|
DE
|
Summerville at Carrollwood, LLC
|
DE
|
Summerville at Chestnut Hill LLC
|
DE
|
Summerville at Clearwater, LLC
|
DE
|
Summerville at Cobbco, Inc.
|
CA
|
Summerville at Cy-Fair Associates, L.P.
|
DE
|
Summerville at Cy-Fair, LLC
|
DE
|
Summerville at Fairwood Manor, LLC
|
DE
|
Summerville at Fox Run LLC
|
DE
|
Summerville at Friendswood Associates, L.P.
|
DE
|
Summerville at Friendswood, LLC
|
DE
|
Summerville at Gainesville, LLC
|
DE
|
Summerville at Golden Pond LLC
|
DE
|
Summerville at Harden Ranch, LLC
|
DE
|
Summerville at Hazel Creek LLC
|
DE
|
Summerville at Heritage Place, LLC
|
DE
|
Summerville at Hillen Vale LLC
|
DE
|
Summerville at Hillsborough, L.L.C.
|
NJ
|
Summerville at Irving Associates LP
|
DE
|
Summerville at Irving LLC
|
DE
|
Summerville at Kenner, L.L.C.
|
DE
|
Summerville at Lakeland, LLC
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DE
|
Summerville at Lakeview LLC
|
DE
|
Summerville at Mandarin, LLC
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DE
|
Summerville at Mentor, LLC
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DE
|
Summerville at North Hills LLC
|
DE
|
Summerville at Oak Park LLC
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DE
|
Summerville at Ocala East, LLC
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DE
|
Summerville at Ocala West, LLC
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DE
|
Summerville at Ocoee, Inc.
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DE
|
Summerville at Outlook Manor LLC
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DE
|
Summerville at Oviedo LLC
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DE
|
Summerville at Port Orange, Inc.
|
DE
|
Summerville at Potomac LLC
|
DE
|
Summerville at Prince William, LLC
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DE
|
Summerville at Ridgewood Gardens LLC
|
DE
|
Summerville at Roseville Gardens LLC
|
DE
|
Summerville at St. Augustine, LLC
|
DE
|
Summerville at Stafford, LLC
|
NJ
|
Summerville at Voorhees, LLC
|
NJ
|
Summerville at Wekiwa Springs LLC
|
DE
|
Summerville at Westminster, LLC
|
MD
|
Summerville Investors LLC
|
DE
|
Summerville Management, LLC
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DE
|
Summerville Senior Living, Inc.
|
DE
|
SW Assisted Living, LLC
|
DE
|
Tanglewood Oaks Investors LLC
|
DE
|
Texas-ESC-Lubbock, L.P.
|
WA
|
The Estates of Oak Ridge LLC
|
DE
|
The Heritage Member Services Club, L.L.C.
|
AZ
|
The Inn at Grove City LLC
|
DE
|
The Inn at Medina LLC
|
DE
|
The Terrace at Lookout Pointe LLC
|
DE
|
Trinity Towers Limited Partnership
|
TN
|
Union Park LLC
|
NC
|
Unity Home Health Services, Inc.
|
FL
|
Village Oaks Farmers Branch Investors LLC
|
DE
|
Village Oaks Hollywood Park Investors LLC
|
DE
|
Weddington Park, LP
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NC
|
West Bay Manor, L.L.C.
|
DE
|
Wovencare Systems, Inc.
|
WI
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 14, 2019
|
/s/ Lucinda M. Baier
|
|
|
Lucinda M. Baier
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 14, 2019
|
/s/ Steven E. Swain
|
|
|
Steven E. Swain
|
|
|
Executive Vice President and Chief Financial Officer
|
/s/ Lucinda M. Baier
|
|
Name:
|
Lucinda M. Baier
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 14, 2019
|
/s/ Steven E. Swain
|
|
Name:
|
Steven E. Swain
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 14, 2019
|