|
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
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20-3068069
|
|
(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
111 Westwood Place,
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Suite 400,
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Brentwood,
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Tennessee
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37027
|
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(Address of principal executive offices)
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(Zip Code)
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|||
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
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Common Stock, $0.01 Par Value Per Share
|
BKD
|
New York Stock Exchange
|
|
|
Large accelerated filer
|
x
|
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Accelerated filer
|
¨
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|
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Non-accelerated filer
|
¨
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Smaller reporting company
|
☐
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|
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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 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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Item 5.
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Item 6.
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June 30,
2019 |
|
December 31,
2018 |
||||
|
Assets
|
(Unaudited)
|
|
|
||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
255,999
|
|
|
$
|
398,267
|
|
|
Marketable securities
|
58,805
|
|
|
14,855
|
|
||
|
Restricted cash
|
26,256
|
|
|
27,683
|
|
||
|
Accounts receivable, net
|
137,902
|
|
|
133,905
|
|
||
|
Assets held for sale
|
46,307
|
|
|
93,117
|
|
||
|
Prepaid expenses and other current assets, net
|
130,660
|
|
|
106,189
|
|
||
|
Total current assets
|
655,929
|
|
|
774,016
|
|
||
|
Property, plant and equipment and leasehold intangibles, net
|
5,214,125
|
|
|
5,275,427
|
|
||
|
Operating lease right-of-use assets
|
1,245,735
|
|
|
—
|
|
||
|
Restricted cash
|
42,704
|
|
|
24,268
|
|
||
|
Investment in unconsolidated ventures
|
26,036
|
|
|
27,528
|
|
||
|
Goodwill
|
154,131
|
|
|
154,131
|
|
||
|
Other intangible assets, net
|
42,538
|
|
|
51,472
|
|
||
|
Other assets, net
|
78,284
|
|
|
160,418
|
|
||
|
Total assets
|
$
|
7,459,482
|
|
|
$
|
6,467,260
|
|
|
Liabilities and Equity
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Current portion of long-term debt
|
$
|
267,153
|
|
|
$
|
294,426
|
|
|
Current portion of financing lease obligations
|
65,428
|
|
|
23,135
|
|
||
|
Current portion of operating lease obligations
|
182,703
|
|
|
—
|
|
||
|
Trade accounts payable
|
104,317
|
|
|
95,049
|
|
||
|
Accrued expenses
|
262,484
|
|
|
298,227
|
|
||
|
Refundable fees and deferred revenue
|
87,513
|
|
|
62,494
|
|
||
|
Total current liabilities
|
969,598
|
|
|
773,331
|
|
||
|
Long-term debt, less current portion
|
3,305,419
|
|
|
3,345,754
|
|
||
|
Financing lease obligations, less current portion
|
798,159
|
|
|
851,341
|
|
||
|
Operating lease obligations, less current portion
|
1,343,763
|
|
|
—
|
|
||
|
Deferred liabilities
|
6,602
|
|
|
262,761
|
|
||
|
Deferred tax liability
|
18,520
|
|
|
18,371
|
|
||
|
Other liabilities
|
151,217
|
|
|
197,289
|
|
||
|
Total liabilities
|
6,593,278
|
|
|
5,448,847
|
|
||
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2019 and December 31, 2018; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value, 400,000,000 shares authorized at June 30, 2019 and December 31, 2018; 199,781,393 and 196,815,254 shares issued and 193,110,916 and 192,356,051 shares outstanding (including 7,613,787 and 5,756,435 unvested restricted shares), respectively
|
1,998
|
|
|
1,968
|
|
||
|
Additional paid-in-capital
|
4,161,045
|
|
|
4,151,147
|
|
||
|
Treasury stock, at cost; 6,670,477 and 4,459,203 shares at June 30, 2019 and December 31, 2018, respectively
|
(79,097
|
)
|
|
(64,940
|
)
|
||
|
Accumulated deficit
|
(3,223,222
|
)
|
|
(3,069,272
|
)
|
||
|
Total Brookdale Senior Living Inc. stockholders' equity
|
860,724
|
|
|
1,018,903
|
|
||
|
Noncontrolling interest
|
5,480
|
|
|
(490
|
)
|
||
|
Total equity
|
866,204
|
|
|
1,018,413
|
|
||
|
Total liabilities and equity
|
$
|
7,459,482
|
|
|
$
|
6,467,260
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
Resident fees
|
$
|
801,863
|
|
|
$
|
895,969
|
|
|
$
|
1,611,342
|
|
|
$
|
1,802,235
|
|
|
Management fees
|
15,449
|
|
|
17,071
|
|
|
31,192
|
|
|
35,752
|
|
||||
|
Reimbursed costs incurred on behalf of managed communities
|
202,145
|
|
|
242,160
|
|
|
418,967
|
|
|
504,447
|
|
||||
|
Total revenue
|
1,019,457
|
|
|
1,155,200
|
|
|
2,061,501
|
|
|
2,342,434
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Expense
|
|
|
|
|
|
|
|
||||||||
|
Facility operating expense (excluding depreciation and amortization of $86,070, $105,316, $174,897, and $208,484, respectively)
|
590,246
|
|
|
627,076
|
|
|
1,176,340
|
|
|
1,259,401
|
|
||||
|
General and administrative expense (including non-cash stock-based compensation expense of $6,030, $6,269, $12,386, and $14,675, respectively)
|
57,576
|
|
|
62,907
|
|
|
113,887
|
|
|
144,342
|
|
||||
|
Facility operating lease expense
|
67,689
|
|
|
81,960
|
|
|
136,357
|
|
|
162,360
|
|
||||
|
Depreciation and amortization
|
94,024
|
|
|
116,116
|
|
|
190,912
|
|
|
230,371
|
|
||||
|
Goodwill and asset impairment
|
3,769
|
|
|
16,103
|
|
|
4,160
|
|
|
446,466
|
|
||||
|
Loss on facility lease termination and modification, net
|
1,797
|
|
|
146,467
|
|
|
2,006
|
|
|
146,467
|
|
||||
|
Costs incurred on behalf of managed communities
|
202,145
|
|
|
242,160
|
|
|
418,967
|
|
|
504,447
|
|
||||
|
Total operating expense
|
1,017,246
|
|
|
1,292,789
|
|
|
2,042,629
|
|
|
2,893,854
|
|
||||
|
Income (loss) from operations
|
2,211
|
|
|
(137,589
|
)
|
|
18,872
|
|
|
(551,420
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Interest income
|
2,813
|
|
|
2,941
|
|
|
5,897
|
|
|
5,924
|
|
||||
|
Interest expense:
|
|
|
|
|
|
|
|
||||||||
|
Debt
|
(45,193
|
)
|
|
(48,967
|
)
|
|
(90,836
|
)
|
|
(94,694
|
)
|
||||
|
Financing lease obligations
|
(16,649
|
)
|
|
(22,389
|
)
|
|
(33,392
|
)
|
|
(45,320
|
)
|
||||
|
Amortization of deferred financing costs and debt discount
|
(959
|
)
|
|
(2,328
|
)
|
|
(1,790
|
)
|
|
(6,284
|
)
|
||||
|
Change in fair value of derivatives
|
(27
|
)
|
|
(217
|
)
|
|
(175
|
)
|
|
(143
|
)
|
||||
|
Debt modification and extinguishment costs
|
(2,672
|
)
|
|
(9
|
)
|
|
(2,739
|
)
|
|
(44
|
)
|
||||
|
Equity in loss of unconsolidated ventures
|
(991
|
)
|
|
(1,324
|
)
|
|
(1,517
|
)
|
|
(5,567
|
)
|
||||
|
Gain on sale of assets, net
|
2,846
|
|
|
23,322
|
|
|
2,144
|
|
|
66,753
|
|
||||
|
Other non-operating income
|
3,199
|
|
|
5,505
|
|
|
6,187
|
|
|
8,091
|
|
||||
|
Income (loss) before income taxes
|
(55,422
|
)
|
|
(181,055
|
)
|
|
(97,349
|
)
|
|
(622,704
|
)
|
||||
|
Benefit (provision) for income taxes
|
(633
|
)
|
|
15,546
|
|
|
(1,312
|
)
|
|
(39
|
)
|
||||
|
Net income (loss)
|
(56,055
|
)
|
|
(165,509
|
)
|
|
(98,661
|
)
|
|
(622,743
|
)
|
||||
|
Net (income) loss attributable to noncontrolling interest
|
585
|
|
|
21
|
|
|
596
|
|
|
67
|
|
||||
|
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(55,470
|
)
|
|
$
|
(165,488
|
)
|
|
$
|
(98,065
|
)
|
|
$
|
(622,676
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(0.30
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(3.33
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares used in computing basic and diluted net income (loss) per share
|
186,140
|
|
|
187,585
|
|
|
186,442
|
|
|
187,234
|
|
||||
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Total equity, balance at beginning of period
|
$
|
917,597
|
|
|
$
|
1,079,561
|
|
|
$
|
1,018,413
|
|
|
$
|
1,530,291
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Common stock:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
2,000
|
|
|
$
|
1,938
|
|
|
$
|
1,968
|
|
|
$
|
1,913
|
|
|
Issuance of Common stock under Associate Stock Purchase Plan
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
|
Restricted stock, net
|
(3
|
)
|
|
—
|
|
|
32
|
|
|
28
|
|
||||
|
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
Balance at end of period
|
$
|
1,998
|
|
|
$
|
1,938
|
|
|
$
|
1,998
|
|
|
$
|
1,938
|
|
|
Additional paid-in-capital:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
4,154,790
|
|
|
$
|
4,132,747
|
|
|
$
|
4,151,147
|
|
|
$
|
4,126,549
|
|
|
Compensation expense related to restricted stock grants
|
6,030
|
|
|
6,269
|
|
|
12,386
|
|
|
14,675
|
|
||||
|
Issuance of Common stock under Associate Stock Purchase Plan
|
299
|
|
|
398
|
|
|
597
|
|
|
769
|
|
||||
|
Restricted stock, net
|
3
|
|
|
—
|
|
|
(32
|
)
|
|
(28
|
)
|
||||
|
Shares withheld for employee taxes
|
(108
|
)
|
|
(97
|
)
|
|
(3,101
|
)
|
|
(2,711
|
)
|
||||
|
Other, net
|
31
|
|
|
36
|
|
|
48
|
|
|
99
|
|
||||
|
Balance at end of period
|
$
|
4,161,045
|
|
|
$
|
4,139,353
|
|
|
$
|
4,161,045
|
|
|
$
|
4,139,353
|
|
|
Treasury stock:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
(70,940
|
)
|
|
$
|
(56,440
|
)
|
|
$
|
(64,940
|
)
|
|
$
|
(56,440
|
)
|
|
Purchase of treasury stock
|
(8,157
|
)
|
|
—
|
|
|
(14,157
|
)
|
|
—
|
|
||||
|
Balance at end of period
|
$
|
(79,097
|
)
|
|
$
|
(56,440
|
)
|
|
$
|
(79,097
|
)
|
|
$
|
(56,440
|
)
|
|
Accumulated deficit:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
(3,167,752
|
)
|
|
$
|
(2,998,201
|
)
|
|
$
|
(3,069,272
|
)
|
|
$
|
(2,541,294
|
)
|
|
Cumulative effect of change in accounting principle (Note 2)
|
—
|
|
|
—
|
|
|
(55,885
|
)
|
|
—
|
|
||||
|
Net income (loss)
|
(55,470
|
)
|
|
(165,488
|
)
|
|
(98,065
|
)
|
|
(622,676
|
)
|
||||
|
Other, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
280
|
|
||||
|
Balance at end of period
|
$
|
(3,223,222
|
)
|
|
$
|
(3,163,690
|
)
|
|
$
|
(3,223,222
|
)
|
|
$
|
(3,163,690
|
)
|
|
Noncontrolling interest:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
(501
|
)
|
|
$
|
(483
|
)
|
|
$
|
(490
|
)
|
|
$
|
(437
|
)
|
|
Net income (loss) attributable to noncontrolling interest
|
(585
|
)
|
|
(21
|
)
|
|
(596
|
)
|
|
(67
|
)
|
||||
|
Noncontrolling interest contribution
|
6,566
|
|
|
—
|
|
|
6,566
|
|
|
—
|
|
||||
|
Balance at end of period
|
$
|
5,480
|
|
|
$
|
(504
|
)
|
|
$
|
5,480
|
|
|
$
|
(504
|
)
|
|
Total equity, balance at end of period
|
$
|
866,204
|
|
|
$
|
920,657
|
|
|
$
|
866,204
|
|
|
$
|
920,657
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Common Stock Share Activity
|
|
|
|
|
|
|
|
||||||||
|
Outstanding shares of common stock:
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
194,573
|
|
|
193,798
|
|
|
192,356
|
|
|
191,276
|
|
||||
|
Issuance of Common stock under Associate Stock Purchase Plan
|
46
|
|
|
49
|
|
|
96
|
|
|
111
|
|
||||
|
Restricted stock, net
|
(214
|
)
|
|
(36
|
)
|
|
3,320
|
|
|
2,805
|
|
||||
|
Shares withheld for employee taxes
|
(16
|
)
|
|
(13
|
)
|
|
(450
|
)
|
|
(394
|
)
|
||||
|
Purchase of treasury stock
|
(1,278
|
)
|
|
—
|
|
|
(2,211
|
)
|
|
—
|
|
||||
|
Balance at end of period
|
193,111
|
|
|
193,798
|
|
|
193,111
|
|
|
193,798
|
|
||||
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows from Operating Activities
|
|
|
|
||||
|
Net income (loss)
|
$
|
(98,661
|
)
|
|
$
|
(622,743
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
|
Debt modification and extinguishment costs
|
2,739
|
|
|
44
|
|
||
|
Depreciation and amortization, net
|
192,702
|
|
|
236,655
|
|
||
|
Goodwill and asset impairment
|
4,160
|
|
|
446,466
|
|
||
|
Equity in loss of unconsolidated ventures
|
1,517
|
|
|
5,567
|
|
||
|
Distributions from unconsolidated ventures from cumulative share of net earnings
|
1,530
|
|
|
1,147
|
|
||
|
Amortization of deferred gain
|
—
|
|
|
(2,179
|
)
|
||
|
Amortization of entrance fees
|
(772
|
)
|
|
(837
|
)
|
||
|
Proceeds from deferred entrance fee revenue
|
1,739
|
|
|
1,398
|
|
||
|
Deferred income tax (benefit) provision
|
470
|
|
|
(991
|
)
|
||
|
Operating lease expense adjustment
|
(8,812
|
)
|
|
(12,169
|
)
|
||
|
Change in fair value of derivatives
|
175
|
|
|
143
|
|
||
|
(Gain) on sale of assets, net
|
(2,144
|
)
|
|
(66,753
|
)
|
||
|
Loss on facility lease termination and modification, net
|
2,006
|
|
|
133,423
|
|
||
|
Non-cash stock-based compensation expense
|
12,386
|
|
|
14,675
|
|
||
|
Non-cash interest expense on financing lease obligations
|
—
|
|
|
6,446
|
|
||
|
Non-cash management contract termination gain
|
(640
|
)
|
|
(5,076
|
)
|
||
|
Other
|
(4,401
|
)
|
|
(156
|
)
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts receivable, net
|
(3,997
|
)
|
|
10,956
|
|
||
|
Prepaid expenses and other assets, net
|
30,823
|
|
|
14,303
|
|
||
|
Prepaid insurance premiums financed with notes payable
|
(12,090
|
)
|
|
(12,425
|
)
|
||
|
Trade accounts payable and accrued expenses
|
(43,385
|
)
|
|
(24,019
|
)
|
||
|
Refundable fees and deferred revenue
|
(17,226
|
)
|
|
8,305
|
|
||
|
Operating lease assets and liabilities for lessor capital expenditure reimbursements
|
1,000
|
|
|
—
|
|
||
|
Operating lease assets and liabilities for lease termination
|
—
|
|
|
(33,596
|
)
|
||
|
Net cash provided by (used in) operating activities
|
59,119
|
|
|
98,584
|
|
||
|
Cash Flows from Investing Activities
|
|
|
|
||||
|
Change in lease security deposits and lease acquisition deposits, net
|
(83
|
)
|
|
(2,962
|
)
|
||
|
Purchase of marketable securities
|
(98,059
|
)
|
|
—
|
|
||
|
Sale of marketable securities
|
55,000
|
|
|
273,273
|
|
||
|
Capital expenditures, net of related payables
|
(122,297
|
)
|
|
(120,458
|
)
|
||
|
Acquisition of assets, net of related payables and cash received
|
—
|
|
|
(271,320
|
)
|
||
|
Investment in unconsolidated ventures
|
(4,204
|
)
|
|
(8,864
|
)
|
||
|
Distributions received from unconsolidated ventures
|
5,305
|
|
|
9,397
|
|
||
|
Proceeds from sale of assets, net
|
52,430
|
|
|
130,897
|
|
||
|
Proceeds from notes receivable
|
31,609
|
|
|
1,393
|
|
||
|
Property insurance proceeds
|
—
|
|
|
156
|
|
||
|
Net cash provided by (used in) investing activities
|
(80,299
|
)
|
|
11,512
|
|
||
|
Cash Flows from Financing Activities
|
|
|
|
||||
|
Proceeds from debt
|
158,231
|
|
|
279,919
|
|
||
|
Repayment of debt and financing lease obligations
|
(238,036
|
)
|
|
(466,267
|
)
|
||
|
Proceeds from line of credit
|
—
|
|
|
200,000
|
|
||
|
Repayment of line of credit
|
—
|
|
|
(200,000
|
)
|
||
|
Purchase of treasury stock, net of related payables
|
(18,401
|
)
|
|
—
|
|
||
|
Payment of financing costs, net of related payables
|
(3,342
|
)
|
|
(3,191
|
)
|
||
|
Proceeds from refundable entrance fees, net of refunds
|
—
|
|
|
52
|
|
||
|
Payments for lease termination
|
—
|
|
|
(10,548
|
)
|
||
|
Payments of employee taxes for withheld shares
|
(3,105
|
)
|
|
(2,715
|
)
|
||
|
Other
|
574
|
|
|
770
|
|
||
|
Net cash provided by (used in) financing activities
|
(104,079
|
)
|
|
(201,980
|
)
|
||
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(125,259
|
)
|
|
(91,884
|
)
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
450,218
|
|
|
282,546
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
324,959
|
|
|
$
|
190,662
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Resident fees
|
|
|
|
|
|
|
|
||||||||
|
Independent Living
|
$
|
—
|
|
|
$
|
29,241
|
|
|
$
|
—
|
|
|
$
|
60,871
|
|
|
Assisted Living and Memory Care
|
2,176
|
|
|
86,151
|
|
|
12,282
|
|
|
178,267
|
|
||||
|
CCRCs
|
—
|
|
|
4,213
|
|
|
—
|
|
|
10,705
|
|
||||
|
Senior housing resident fees
|
$
|
2,176
|
|
|
$
|
119,605
|
|
|
$
|
12,282
|
|
|
$
|
249,843
|
|
|
Facility operating expense
|
|
|
|
|
|
|
|
||||||||
|
Independent Living
|
$
|
—
|
|
|
$
|
17,016
|
|
|
$
|
—
|
|
|
$
|
35,668
|
|
|
Assisted Living and Memory Care
|
1,562
|
|
|
60,854
|
|
|
10,100
|
|
|
125,423
|
|
||||
|
CCRCs
|
—
|
|
|
3,859
|
|
|
—
|
|
|
9,917
|
|
||||
|
Senior housing facility operating expense
|
$
|
1,562
|
|
|
$
|
81,729
|
|
|
$
|
10,100
|
|
|
$
|
171,008
|
|
|
Cash facility lease payments
|
$
|
306
|
|
|
$
|
32,228
|
|
|
$
|
1,451
|
|
|
$
|
66,935
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
(in millions)
|
2018
|
|
2018
|
||||
|
Goodwill
|
$
|
—
|
|
|
$
|
351.7
|
|
|
Property, plant and equipment and leasehold intangibles, net
|
6.9
|
|
|
47.7
|
|
||
|
Investment in unconsolidated ventures
|
—
|
|
|
33.4
|
|
||
|
Other intangible assets, net
|
—
|
|
|
1.7
|
|
||
|
Assets held for sale
|
9.2
|
|
|
12.0
|
|
||
|
Goodwill and asset impairment
|
$
|
16.1
|
|
|
$
|
446.5
|
|
|
(in thousands, except for per share amounts)
|
Shares Granted
|
|
Weighted Average Grant Date Fair Value
|
|
Total Value
|
|||||
|
Three months ended March 31, 2019
|
4,047
|
|
|
$
|
7.87
|
|
|
$
|
31,857
|
|
|
Three months ended June 30, 2019
|
142
|
|
|
$
|
6.51
|
|
|
$
|
922
|
|
|
|
June 30, 2019
|
||||||||||
|
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
|
Health care licenses
|
$
|
42,323
|
|
|
$
|
—
|
|
|
$
|
42,323
|
|
|
Trade names
|
27,800
|
|
|
(27,585
|
)
|
|
215
|
|
|||
|
Total
|
$
|
70,123
|
|
|
$
|
(27,585
|
)
|
|
$
|
42,538
|
|
|
|
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
|
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Land
|
$
|
455,590
|
|
|
$
|
455,623
|
|
|
Buildings and improvements
|
4,791,438
|
|
|
4,749,877
|
|
||
|
Furniture and equipment
|
834,496
|
|
|
805,190
|
|
||
|
Resident and leasehold operating intangibles
|
319,179
|
|
|
477,827
|
|
||
|
Construction in progress
|
86,104
|
|
|
57,636
|
|
||
|
Assets under financing leases and leasehold improvements
|
1,810,335
|
|
|
1,776,649
|
|
||
|
Property, plant and equipment and leasehold intangibles
|
8,297,142
|
|
|
8,322,802
|
|
||
|
Accumulated depreciation and amortization
|
(3,083,017
|
)
|
|
(3,047,375
|
)
|
||
|
Property, plant and equipment and leasehold intangibles, net
|
$
|
5,214,125
|
|
|
$
|
5,275,427
|
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Mortgage notes payable due 2019 through 2047; weighted average interest rate of 4.88% for the six months ended June 30, 2019, less debt discount and deferred financing costs of $17.4 million and $18.6 million as of June 30, 2019 and December 31, 2018, respectively (weighted average interest rate of 4.75% in 2018)
|
$
|
3,504,957
|
|
|
$
|
3,579,931
|
|
|
Other notes payable, weighted average interest rate of 5.58% for the six months ended June 30, 2019 (weighted average interest rate of 5.85% in 2018) and maturity dates ranging from 2019 to 2021
|
67,615
|
|
|
60,249
|
|
||
|
Total long-term debt
|
3,572,572
|
|
|
3,640,180
|
|
||
|
Less current portion
|
267,153
|
|
|
294,426
|
|
||
|
Total long-term debt, less current portion
|
$
|
3,305,419
|
|
|
$
|
3,345,754
|
|
|
Operating Leases (in thousands)
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
Facility operating expense
|
$
|
4,604
|
|
|
$
|
9,229
|
|
|
Facility lease expense
|
67,689
|
|
|
136,357
|
|
||
|
Operating lease expense
|
72,293
|
|
|
145,586
|
|
||
|
Operating lease expense adjustment
|
4,429
|
|
|
8,812
|
|
||
|
Operating cash flows from operating leases
|
$
|
76,722
|
|
|
$
|
154,398
|
|
|
|
|
|
|
||||
|
Non-cash recognition of right-of-use assets obtained in exchange for new operating lease obligations
|
$
|
2,623
|
|
|
$
|
3,981
|
|
|
Financing Leases (in thousands)
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
Depreciation and amortization
|
$
|
11,677
|
|
|
$
|
23,355
|
|
|
Interest expense: financing lease obligations
|
16,649
|
|
|
33,392
|
|
||
|
Financing lease expense
|
$
|
28,326
|
|
|
$
|
56,747
|
|
|
|
|
|
|
||||
|
Operating cash flows from financing leases
|
$
|
16,649
|
|
|
$
|
33,392
|
|
|
Financing cash flows from financing leases
|
5,500
|
|
|
10,953
|
|
||
|
Total cash flows from financing leases
|
$
|
22,149
|
|
|
$
|
44,345
|
|
|
Year Ending December 31,
|
Operating Leases
|
|
Financing Leases
|
||||
|
2019 (six months)
|
$
|
152,768
|
|
|
$
|
44,087
|
|
|
2020
|
307,826
|
|
|
89,003
|
|
||
|
2021
|
291,491
|
|
|
90,243
|
|
||
|
2022
|
288,319
|
|
|
91,633
|
|
||
|
2023
|
284,399
|
|
|
93,104
|
|
||
|
Thereafter
|
783,498
|
|
|
428,952
|
|
||
|
Total lease payments
|
2,108,301
|
|
|
837,022
|
|
||
|
Purchase option liability and non-cash gain on future sale of property
|
—
|
|
|
575,531
|
|
||
|
Imputed interest and variable lease payments
|
(581,835
|
)
|
|
(548,966
|
)
|
||
|
Total lease obligations
|
$
|
1,526,466
|
|
|
$
|
863,587
|
|
|
Year Ending December 31,
|
Operating Leases
|
||
|
2019
|
$
|
310,340
|
|
|
2020
|
307,493
|
|
|
|
2021
|
290,661
|
|
|
|
2022
|
291,114
|
|
|
|
2023
|
285,723
|
|
|
|
Thereafter
|
786,647
|
|
|
|
Total lease payments
|
$
|
2,271,978
|
|
|
|
Six Months Ended
June 30, |
||||||
|
(in thousands)
|
2019
|
|
2018
|
||||
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
|
Interest paid
|
$
|
124,647
|
|
|
$
|
133,000
|
|
|
Income taxes paid, net of refunds
|
1,916
|
|
|
1,421
|
|
||
|
|
|
|
|
||||
|
Capital expenditures, net of related payables
|
|
|
|
||||
|
Capital expenditures - non-development, net
|
$
|
121,066
|
|
|
$
|
89,417
|
|
|
Capital expenditures - development, net
|
10,623
|
|
|
13,390
|
|
||
|
Capital expenditures - non-development - reimbursable
|
1,000
|
|
|
1,764
|
|
||
|
Capital expenditures - development - reimbursable
|
—
|
|
|
695
|
|
||
|
Trade accounts payable
|
(10,392
|
)
|
|
15,192
|
|
||
|
Net cash paid
|
$
|
122,297
|
|
|
$
|
120,458
|
|
|
Acquisition of assets, net of related payables and cash received:
|
|
|
|
||||
|
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
|
|
$
|
237,563
|
|
|
Other intangible assets, net
|
—
|
|
|
(4,796
|
)
|
||
|
Financing lease obligations
|
—
|
|
|
36,120
|
|
||
|
Other liabilities
|
—
|
|
|
2,433
|
|
||
|
Net cash paid
|
$
|
—
|
|
|
$
|
271,320
|
|
|
Proceeds from sale of assets, net:
|
|
|
|
||||
|
Prepaid expenses and other assets, net
|
$
|
(5,798
|
)
|
|
$
|
(1,991
|
)
|
|
Assets held for sale
|
(41,882
|
)
|
|
(18,758
|
)
|
||
|
Property, plant and equipment and leasehold intangibles, net
|
(688
|
)
|
|
(87,864
|
)
|
||
|
Investments in unconsolidated ventures
|
(156
|
)
|
|
(58,179
|
)
|
||
|
Financing lease obligations
|
—
|
|
|
93,514
|
|
||
|
Refundable fees and deferred revenue
|
—
|
|
|
8,345
|
|
||
|
Other liabilities
|
(1,762
|
)
|
|
789
|
|
||
|
Gain on sale of assets, net
|
(2,144
|
)
|
|
(66,753
|
)
|
||
|
Net cash received
|
$
|
(52,430
|
)
|
|
$
|
(130,897
|
)
|
|
Lease termination and modification, net:
|
|
|
|
||||
|
Prepaid expenses and other assets, net
|
$
|
—
|
|
|
$
|
(2,000
|
)
|
|
Property, plant and equipment and leasehold intangibles, net
|
—
|
|
|
(52,920
|
)
|
||
|
Financing lease obligations
|
—
|
|
|
21,898
|
|
||
|
Deferred liabilities
|
—
|
|
|
67,950
|
|
||
|
Loss on facility lease termination and modification, net
|
—
|
|
|
22,260
|
|
||
|
Net cash paid (1)
|
$
|
—
|
|
|
$
|
57,188
|
|
|
|
|
|
|
||||
|
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
|
|
|
|
||||
|
Assets designated as held for sale:
|
|
|
|
||||
|
Prepaid expenses and other assets, net
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
Assets held for sale
|
(4,928
|
)
|
|
58,445
|
|
||
|
Property, plant and equipment and leasehold intangibles, net
|
4,933
|
|
|
(58,445
|
)
|
||
|
Net
|
$
|
—
|
|
|
$
|
—
|
|
|
Lease termination and modification, net:
|
|
|
|
||||
|
Prepaid expenses and other assets, net
|
$
|
(648
|
)
|
|
$
|
(2,813
|
)
|
|
Property, plant and equipment and leasehold intangibles, net
|
(1,666
|
)
|
|
2,959
|
|
||
|
Financing lease obligations
|
—
|
|
|
(2,375
|
)
|
||
|
Operating lease right-of-use assets
|
(8,644
|
)
|
|
—
|
|
||
|
Operating lease obligations
|
9,289
|
|
|
—
|
|
||
|
Deferred liabilities
|
—
|
|
|
(122,304
|
)
|
||
|
Other liabilities
|
(337
|
)
|
|
326
|
|
||
|
Loss on facility lease termination and modification, net
|
2,006
|
|
|
124,207
|
|
||
|
Net
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
The net cash paid to terminate community leases is presented within the condensed consolidated statement of cash flows based upon the lease classification of the terminated leases. Net cash paid of $46.6 million for the termination of operating leases is presented within net cash provided by (used in) operating activities and net cash paid of $10.5 million for the termination of capital leases is presented within net cash provided by (used in) financing activities for the six months ended June 30, 2018.
|
|
|
Six Months Ended
June 30, |
||||||
|
(in thousands)
|
2019
|
|
2018
|
||||
|
Notes receivable:
|
|
|
|
||||
|
Other assets, net
|
$
|
6,566
|
|
|
$
|
—
|
|
|
Noncontrolling interest
|
(6,566
|
)
|
|
—
|
|
||
|
Net
|
$
|
—
|
|
|
$
|
—
|
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
255,999
|
|
|
$
|
398,267
|
|
|
Restricted cash
|
26,256
|
|
|
27,683
|
|
||
|
Long-term restricted cash
|
42,704
|
|
|
24,268
|
|
||
|
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
324,959
|
|
|
$
|
450,218
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
|
Private pay
|
$
|
135,348
|
|
|
$
|
433,589
|
|
|
$
|
71,092
|
|
|
$
|
193
|
|
|
$
|
640,222
|
|
|
Government reimbursement
|
603
|
|
|
16,636
|
|
|
20,196
|
|
|
91,614
|
|
|
129,049
|
|
|||||
|
Other third-party payor programs
|
—
|
|
|
—
|
|
|
9,965
|
|
|
22,627
|
|
|
32,592
|
|
|||||
|
Total resident fee revenue
|
$
|
135,951
|
|
|
$
|
450,225
|
|
|
$
|
101,253
|
|
|
$
|
114,434
|
|
|
$
|
801,863
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
|
Private pay
|
$
|
158,405
|
|
|
$
|
503,806
|
|
|
$
|
73,392
|
|
|
$
|
157
|
|
|
$
|
735,760
|
|
|
Government reimbursement
|
888
|
|
|
18,221
|
|
|
21,379
|
|
|
90,605
|
|
|
131,093
|
|
|||||
|
Other third-party payor programs
|
—
|
|
|
—
|
|
|
10,025
|
|
|
19,091
|
|
|
29,116
|
|
|||||
|
Total resident fee revenue
|
$
|
159,293
|
|
|
$
|
522,027
|
|
|
$
|
104,796
|
|
|
$
|
109,853
|
|
|
$
|
895,969
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
|
Private pay
|
$
|
270,393
|
|
|
$
|
875,500
|
|
|
$
|
142,625
|
|
|
$
|
383
|
|
|
$
|
1,288,901
|
|
|
Government reimbursement
|
1,252
|
|
|
33,251
|
|
|
41,683
|
|
|
180,271
|
|
|
256,457
|
|
|||||
|
Other third-party payor programs
|
—
|
|
|
—
|
|
|
20,672
|
|
|
45,312
|
|
|
65,984
|
|
|||||
|
Total resident fee revenue
|
$
|
271,645
|
|
|
$
|
908,751
|
|
|
$
|
204,980
|
|
|
$
|
225,966
|
|
|
$
|
1,611,342
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
|
Private pay
|
$
|
315,912
|
|
|
$
|
1,018,070
|
|
|
$
|
144,113
|
|
|
$
|
426
|
|
|
$
|
1,478,521
|
|
|
Government reimbursement
|
1,778
|
|
|
36,237
|
|
|
45,085
|
|
|
183,232
|
|
|
266,332
|
|
|||||
|
Other third-party payor programs
|
—
|
|
|
—
|
|
|
20,667
|
|
|
36,715
|
|
|
57,382
|
|
|||||
|
Total resident fee revenue
|
$
|
317,690
|
|
|
$
|
1,054,307
|
|
|
$
|
209,865
|
|
|
$
|
220,373
|
|
|
$
|
1,802,235
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Revenue:
|
|
|
|
|
|
|
|
||||||||
|
Independent Living (1)
|
$
|
135,951
|
|
|
$
|
159,293
|
|
|
$
|
271,645
|
|
|
$
|
317,690
|
|
|
Assisted Living and Memory Care (1)
|
450,225
|
|
|
522,027
|
|
|
908,751
|
|
|
1,054,307
|
|
||||
|
CCRCs (1)
|
101,253
|
|
|
104,796
|
|
|
204,980
|
|
|
209,865
|
|
||||
|
Health Care Services (1)
|
114,434
|
|
|
109,853
|
|
|
225,966
|
|
|
220,373
|
|
||||
|
Management Services (2)
|
217,594
|
|
|
259,231
|
|
|
450,159
|
|
|
540,199
|
|
||||
|
Total revenue
|
$
|
1,019,457
|
|
|
$
|
1,155,200
|
|
|
$
|
2,061,501
|
|
|
$
|
2,342,434
|
|
|
Segment operating income: (3)
|
|
|
|
|
|
|
|
||||||||
|
Independent Living
|
$
|
51,459
|
|
|
$
|
65,134
|
|
|
$
|
104,335
|
|
|
$
|
129,556
|
|
|
Assisted Living and Memory Care
|
133,144
|
|
|
169,737
|
|
|
273,843
|
|
|
346,275
|
|
||||
|
CCRCs
|
17,847
|
|
|
23,819
|
|
|
39,484
|
|
|
48,482
|
|
||||
|
Health Care Services
|
9,167
|
|
|
10,203
|
|
|
17,340
|
|
|
18,521
|
|
||||
|
Management Services
|
15,449
|
|
|
17,071
|
|
|
31,192
|
|
|
35,752
|
|
||||
|
Total segment operating income
|
227,066
|
|
|
285,964
|
|
|
466,194
|
|
|
578,586
|
|
||||
|
General and administrative expense (including non-cash stock-based compensation expense)
|
57,576
|
|
|
62,907
|
|
|
113,887
|
|
|
144,342
|
|
||||
|
Facility operating lease expense
|
67,689
|
|
|
81,960
|
|
|
136,357
|
|
|
162,360
|
|
||||
|
Depreciation and amortization
|
94,024
|
|
|
116,116
|
|
|
190,912
|
|
|
230,371
|
|
||||
|
Goodwill and asset impairment
|
3,769
|
|
|
16,103
|
|
|
4,160
|
|
|
446,466
|
|
||||
|
Loss on facility lease termination and modification, net
|
1,797
|
|
|
146,467
|
|
|
2,006
|
|
|
146,467
|
|
||||
|
Income (loss) from operations
|
$
|
2,211
|
|
|
$
|
(137,589
|
)
|
|
$
|
18,872
|
|
|
$
|
(551,420
|
)
|
|
|
As of
|
||||||
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Total assets:
|
|
|
|
||||
|
Independent Living
|
$
|
1,469,683
|
|
|
$
|
1,104,774
|
|
|
Assisted Living and Memory Care
|
4,293,648
|
|
|
3,684,170
|
|
||
|
CCRCs
|
792,344
|
|
|
707,819
|
|
||
|
Health Care Services
|
270,496
|
|
|
254,950
|
|
||
|
Corporate and Management Services
|
633,311
|
|
|
715,547
|
|
||
|
Total assets
|
$
|
7,459,482
|
|
|
$
|
6,467,260
|
|
|
(1)
|
All revenue is earned from external third parties in the United States.
|
|
(2)
|
Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities.
|
|
(3)
|
Segment operating income is defined as segment revenues less segment facility operating expense (excluding depreciation and amortization) and costs incurred on behalf of managed communities.
|
|
•
|
Dispositions of Owned Communities. During the year ended December 31, 2018, we completed the sale of 22 owned communities (1,819 units) for cash proceeds of $380.7 million, net of transaction costs. These dispositions included the sale of three communities during the six months ended June 30, 2018 for cash proceeds of $12.8 million, net of associated debt and transaction costs, and for which we recognized a net gain on sale of assets of $1.9 million. During the six months ended
|
|
•
|
Welltower. Pursuant to transactions we entered into with Welltower in June 2018, our triple-net lease obligations on 37 communities (4,095 units) were terminated effective June 30, 2018. We paid Welltower an aggregate lease termination fee of $58.0 million, and we recognized a $22.6 million loss on lease termination during the three months ended June 30, 2018. In addition, effective June 30, 2018, we sold our 20% equity interest in our Welltower RIDEA venture to Welltower for net proceeds of $33.5 million and for which we recognized a $14.7 million gain on sale during the three months ended June 30, 2018. We also elected not to renew two master leases with Welltower which matured on September 30, 2018 (11 communities; 1,128 units). In addition, 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.
|
|
•
|
Ventas. During the three months ended June 30, 2018, we recognized a $125.7 million non-cash loss on lease modification in connection with our restructuring a portfolio of 128 communities that we leased from Ventas into a Master Lease and Security Agreement (the "Ventas Master Lease"), primarily for the extension of the triple-net lease obligations for communities with lease terms that were unfavorable to us given market conditions on the amendment date in exchange for modifications to the change of control provisions and financial covenant provisions of the community leases. Pursuant to the Ventas Master Lease, we have exercised our right to direct Ventas to market for sale 28 communities. Ventas is obligated to use commercially reasonable, diligent efforts to sell such communities on or before December 31, 2020 (subject to extension for regulatory purposes); provided, that Ventas' obligation to sell any such community is subject to Ventas' receiving a purchase price in excess of a mutually agreed upon minimum sale price and to certain other customary closing conditions. Upon any such sale, such communities will be removed from the Ventas Master Lease, and the annual minimum rent under the Ventas Master Lease will be reduced by the amount of the net sale proceeds received by Ventas multiplied by 6.25%. During the three months ended June 30, 2019, five (306 units) of the 28 communities identified were sold by Ventas and removed from the Ventas Master Lease, and the annual minimum rent was prospectively reduced by $1.5 million.
|
|
•
|
HCP. Pursuant to transactions we entered into with HCP in November 2017, during the three months ended June 30, 2018, we acquired five communities (858 units) from HCP, two of which we formerly leased, for an aggregate purchase price of $242.8 million, and during the three months ended March 31, 2018, we acquired one community (137 units) for an aggregate purchase price of $32.1 million. During the year ended December 31, 2018 leases with respect to 33 communities (3,123 units) were terminated, and such communities were removed from our master lease with HCP. In addition, during the three months ended March 31, 2018, HCP acquired our 10% ownership interest in our RIDEA venture with HCP for $62.3 million and for which we recognized a $41.7 million gain on sale. Management agreements for 35 communities with former unconsolidated ventures with HCP have been terminated by HCP since November 2017. We expect the termination of management agreements on two communities (190 units) to occur during the remainder of 2019, and we have recognized a $9.3 million non-cash management contract termination gain, of which $0.3 million and $2.8 million was recognized during the three months ended June 30, 2019 and 2018, respectively, and $0.8 million and $5.1 million was recognized during the six months ended June 30, 2019 and 2018 respectively.
|
|
•
|
Blackstone. During the three months ended September 30, 2018, leases for two communities owned by a former unconsolidated venture with affiliates of Blackstone Real Estate Advisors VIII L.P. were terminated, and we sold our 15% equity interest in the venture. We paid an aggregate fee of $2.0 million to complete the multi-part transaction.
|
|
|
Three Months Ended June 30, 2019
|
||||||||||
|
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
|
Resident fees
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
135,951
|
|
|
$
|
—
|
|
|
$
|
135,951
|
|
|
Assisted Living and Memory Care
|
450,225
|
|
|
2,176
|
|
|
448,049
|
|
|||
|
CCRCs
|
101,253
|
|
|
—
|
|
|
101,253
|
|
|||
|
Senior housing resident fees
|
$
|
687,429
|
|
|
$
|
2,176
|
|
|
$
|
685,253
|
|
|
Facility operating expense
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
84,492
|
|
|
$
|
—
|
|
|
$
|
84,492
|
|
|
Assisted Living and Memory Care
|
317,081
|
|
|
1,562
|
|
|
315,519
|
|
|||
|
CCRCs
|
83,406
|
|
|
—
|
|
|
83,406
|
|
|||
|
Senior housing facility operating expense
|
$
|
484,979
|
|
|
$
|
1,562
|
|
|
$
|
483,417
|
|
|
Cash facility lease payments
|
$
|
94,267
|
|
|
$
|
306
|
|
|
$
|
93,961
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||
|
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
|
Resident fees
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
159,293
|
|
|
$
|
29,241
|
|
|
$
|
130,052
|
|
|
Assisted Living and Memory Care
|
522,027
|
|
|
86,151
|
|
|
435,876
|
|
|||
|
CCRCs
|
104,796
|
|
|
4,213
|
|
|
100,583
|
|
|||
|
Senior housing resident fees
|
$
|
786,116
|
|
|
$
|
119,605
|
|
|
$
|
666,511
|
|
|
Facility operating expense
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
94,159
|
|
|
$
|
17,016
|
|
|
$
|
77,143
|
|
|
Assisted Living and Memory Care
|
352,290
|
|
|
60,854
|
|
|
291,436
|
|
|||
|
CCRCs
|
80,977
|
|
|
3,859
|
|
|
77,118
|
|
|||
|
Senior housing facility operating expense
|
$
|
527,426
|
|
|
$
|
81,729
|
|
|
$
|
445,697
|
|
|
Cash facility lease payments
|
$
|
125,228
|
|
|
$
|
32,228
|
|
|
$
|
93,000
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||
|
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
|
Resident fees
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
271,645
|
|
|
$
|
—
|
|
|
$
|
271,645
|
|
|
Assisted Living and Memory Care
|
908,751
|
|
|
12,282
|
|
|
896,469
|
|
|||
|
CCRCs
|
204,980
|
|
|
—
|
|
|
204,980
|
|
|||
|
Senior housing resident fees
|
$
|
1,385,376
|
|
|
$
|
12,282
|
|
|
$
|
1,373,094
|
|
|
Facility operating expense
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
167,310
|
|
|
$
|
—
|
|
|
$
|
167,310
|
|
|
Assisted Living and Memory Care
|
634,908
|
|
|
10,100
|
|
|
624,808
|
|
|||
|
CCRCs
|
165,496
|
|
|
—
|
|
|
165,496
|
|
|||
|
Senior housing facility operating expense
|
$
|
967,714
|
|
|
$
|
10,100
|
|
|
$
|
957,614
|
|
|
Cash facility lease payments
|
$
|
189,514
|
|
|
$
|
1,451
|
|
|
$
|
188,063
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
|
Resident fees
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
317,690
|
|
|
$
|
60,871
|
|
|
$
|
256,819
|
|
|
Assisted Living and Memory Care
|
1,054,307
|
|
|
178,267
|
|
|
876,040
|
|
|||
|
CCRCs
|
209,865
|
|
|
10,705
|
|
|
199,160
|
|
|||
|
Senior housing resident fees
|
$
|
1,581,862
|
|
|
$
|
249,843
|
|
|
$
|
1,332,019
|
|
|
Facility operating expense
|
|
|
|
|
|
||||||
|
Independent Living
|
$
|
188,134
|
|
|
$
|
35,668
|
|
|
$
|
152,466
|
|
|
Assisted Living and Memory Care
|
708,032
|
|
|
125,423
|
|
|
582,609
|
|
|||
|
CCRCs
|
161,383
|
|
|
9,917
|
|
|
151,466
|
|
|||
|
Senior housing facility operating expense
|
$
|
1,057,549
|
|
|
$
|
171,008
|
|
|
$
|
886,541
|
|
|
Cash facility lease payments
|
$
|
255,483
|
|
|
$
|
66,935
|
|
|
$
|
188,548
|
|
|
|
Six Months Ended
June 30, |
|
Twelve Months Ended December 31,
|
||
|
|
2019
|
|
2018
|
||
|
Number of communities
|
|
|
|
||
|
Independent Living
|
—
|
|
|
17
|
|
|
Assisted Living and Memory Care
|
16
|
|
|
91
|
|
|
CCRCs
|
—
|
|
|
3
|
|
|
Total
|
16
|
|
|
111
|
|
|
Total units
|
|
|
|
||
|
Independent Living
|
—
|
|
|
2,864
|
|
|
Assisted Living and Memory Care
|
1,322
|
|
|
7,437
|
|
|
CCRCs
|
—
|
|
|
547
|
|
|
Total
|
1,322
|
|
|
10,848
|
|
|
•
|
Operating results and data presented on a same community basis reflect results and data of the same store communities (utilizing our methodology for determining same store communities) and, for the 2019 period, exclude the additional resident fee revenue and facility operating expense recognized as a result of application of the new lease accounting standard under ASC 842.
|
|
•
|
RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue and entrance fee amortization, and, for the 2019 period, the additional resident fee revenue recognized as a result of the application of the new lease accounting standard under ASC 842), 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.
|
|
•
|
RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue and entrance fee amortization, and, for the 2019 period, the additional resident fee revenue recognized as a result of the application of the new lease accounting standard under ASC 842), 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.
|
|
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Total revenue
|
$
|
1,019,457
|
|
|
$
|
1,155,200
|
|
|
$
|
(135,743
|
)
|
|
(11.8
|
)%
|
|
Facility operating expense
|
590,246
|
|
|
627,076
|
|
|
(36,830
|
)
|
|
(5.9
|
)%
|
|||
|
Net income (loss)
|
(56,055
|
)
|
|
(165,509
|
)
|
|
(109,454
|
)
|
|
(66.1
|
)%
|
|||
|
Adjusted EBITDA
|
104,036
|
|
|
147,217
|
|
|
(43,181
|
)
|
|
(29.3
|
)%
|
|||
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
687,429
|
|
|
$
|
786,116
|
|
|
$
|
(98,687
|
)
|
|
(12.6
|
)%
|
|
Facility operating expense
|
$
|
484,979
|
|
|
$
|
527,426
|
|
|
$
|
(42,447
|
)
|
|
(8.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
671
|
|
|
748
|
|
|
(77
|
)
|
|
(10.3
|
)%
|
|||
|
Number of units (period end)
|
55,209
|
|
|
61,709
|
|
|
(6,500
|
)
|
|
(10.5
|
)%
|
|||
|
Number of units (weighted average)
|
55,465
|
|
|
66,342
|
|
|
(10,877
|
)
|
|
(16.4
|
)%
|
|||
|
RevPAR
|
$
|
4,097
|
|
|
$
|
3,948
|
|
|
$
|
149
|
|
|
3.8
|
%
|
|
Occupancy rate (weighted average)
|
83.5
|
%
|
|
84.1
|
%
|
|
(60
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,909
|
|
|
$
|
4,692
|
|
|
$
|
217
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
642,708
|
|
|
$
|
631,016
|
|
|
$
|
11,692
|
|
|
1.9
|
%
|
|
Facility operating expense
|
$
|
446,065
|
|
|
$
|
422,647
|
|
|
$
|
23,418
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
650
|
|
|
650
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
51,905
|
|
|
51,930
|
|
|
(25
|
)
|
|
—
|
%
|
|||
|
RevPAR
|
$
|
4,125
|
|
|
$
|
4,048
|
|
|
$
|
77
|
|
|
1.9
|
%
|
|
Occupancy rate (weighted average)
|
83.7
|
%
|
|
84.8
|
%
|
|
(110
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,930
|
|
|
$
|
4,773
|
|
|
$
|
157
|
|
|
3.3
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
135,951
|
|
|
$
|
159,293
|
|
|
$
|
(23,342
|
)
|
|
(14.7
|
)%
|
|
Facility operating expense
|
$
|
84,492
|
|
|
$
|
94,159
|
|
|
$
|
(9,667
|
)
|
|
(10.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
68
|
|
|
75
|
|
|
(7
|
)
|
|
(9.3
|
)%
|
|||
|
Number of units (period end)
|
12,460
|
|
|
13,559
|
|
|
(1,099
|
)
|
|
(8.1
|
)%
|
|||
|
Number of units (weighted average)
|
12,440
|
|
|
15,083
|
|
|
(2,643
|
)
|
|
(17.5
|
)%
|
|||
|
RevPAR
|
$
|
3,592
|
|
|
$
|
3,520
|
|
|
$
|
72
|
|
|
2.0
|
%
|
|
Occupancy rate (weighted average)
|
89.1
|
%
|
|
88.1
|
%
|
|
100
|
bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,033
|
|
|
$
|
3,993
|
|
|
$
|
40
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
122,192
|
|
|
$
|
118,595
|
|
|
$
|
3,597
|
|
|
3.0
|
%
|
|
Facility operating expense
|
$
|
73,870
|
|
|
$
|
69,887
|
|
|
$
|
3,983
|
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
63
|
|
|
63
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
11,335
|
|
|
11,358
|
|
|
(23
|
)
|
|
(0.2
|
)%
|
|||
|
RevPAR
|
$
|
3,593
|
|
|
$
|
3,481
|
|
|
$
|
112
|
|
|
3.2
|
%
|
|
Occupancy rate (weighted average)
|
89.6
|
%
|
|
89.1
|
%
|
|
50
|
bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,009
|
|
|
$
|
3,905
|
|
|
$
|
104
|
|
|
2.7
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
450,225
|
|
|
$
|
522,027
|
|
|
$
|
(71,802
|
)
|
|
(13.8
|
)%
|
|
Facility operating expense
|
$
|
317,081
|
|
|
$
|
352,290
|
|
|
$
|
(35,209
|
)
|
|
(10.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
577
|
|
|
645
|
|
|
(68
|
)
|
|
(10.5
|
)%
|
|||
|
Number of units (period end)
|
36,175
|
|
|
41,266
|
|
|
(5,091
|
)
|
|
(12.3
|
)%
|
|||
|
Number of units (weighted average)
|
36,451
|
|
|
44,403
|
|
|
(7,952
|
)
|
|
(17.9
|
)%
|
|||
|
RevPAR
|
$
|
4,092
|
|
|
$
|
3,919
|
|
|
$
|
173
|
|
|
4.4
|
%
|
|
Occupancy rate (weighted average)
|
82.1
|
%
|
|
82.9
|
%
|
|
(80
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,987
|
|
|
$
|
4,725
|
|
|
$
|
262
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
431,283
|
|
|
$
|
423,557
|
|
|
$
|
7,726
|
|
|
1.8
|
%
|
|
Facility operating expense
|
$
|
297,836
|
|
|
$
|
282,838
|
|
|
$
|
14,998
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
564
|
|
|
564
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
34,933
|
|
|
34,934
|
|
|
(1
|
)
|
|
—
|
%
|
|||
|
RevPAR
|
$
|
4,115
|
|
|
$
|
4,041
|
|
|
$
|
74
|
|
|
1.8
|
%
|
|
Occupancy rate (weighted average)
|
82.3
|
%
|
|
83.8
|
%
|
|
(150
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
5,003
|
|
|
$
|
4,822
|
|
|
$
|
181
|
|
|
3.8
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
101,253
|
|
|
$
|
104,796
|
|
|
$
|
(3,543
|
)
|
|
(3.4
|
)%
|
|
Facility operating expense
|
$
|
83,406
|
|
|
$
|
80,977
|
|
|
$
|
2,429
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
26
|
|
|
28
|
|
|
(2
|
)
|
|
(7.1
|
)%
|
|||
|
Number of units (period end)
|
6,574
|
|
|
6,884
|
|
|
(310
|
)
|
|
(4.5
|
)%
|
|||
|
Number of units (weighted average)
|
6,574
|
|
|
6,856
|
|
|
(282
|
)
|
|
(4.1
|
)%
|
|||
|
RevPAR
|
$
|
5,081
|
|
|
$
|
5,079
|
|
|
$
|
2
|
|
|
—
|
%
|
|
Occupancy rate (weighted average)
|
80.6
|
%
|
|
83.0
|
%
|
|
(240
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
6,305
|
|
|
$
|
6,115
|
|
|
$
|
190
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
89,233
|
|
|
$
|
88,864
|
|
|
$
|
369
|
|
|
0.4
|
%
|
|
Facility operating expense
|
$
|
74,359
|
|
|
$
|
69,922
|
|
|
$
|
4,437
|
|
|
6.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
5,637
|
|
|
5,638
|
|
|
(1
|
)
|
|
—
|
%
|
|||
|
RevPAR
|
$
|
5,254
|
|
|
$
|
5,234
|
|
|
$
|
20
|
|
|
0.4
|
%
|
|
Occupancy rate (weighted average)
|
80.5
|
%
|
|
82.4
|
%
|
|
(190
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
6,528
|
|
|
$
|
6,349
|
|
|
$
|
179
|
|
|
2.8
|
%
|
|
(in thousands, except census and treatment codes)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
114,434
|
|
|
$
|
109,853
|
|
|
$
|
4,581
|
|
|
4.2
|
%
|
|
Facility operating expense
|
$
|
105,267
|
|
|
$
|
99,650
|
|
|
$
|
5,617
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Home health average daily census
|
15,966
|
|
|
15,238
|
|
|
728
|
|
|
4.8
|
%
|
|||
|
Hospice average daily census
|
1,540
|
|
|
1,337
|
|
|
203
|
|
|
15.2
|
%
|
|||
|
Outpatient therapy treatment codes
|
169,924
|
|
|
176,065
|
|
|
(6,141
|
)
|
|
(3.5
|
)%
|
|||
|
(in thousands, except communities, units, and occupancy)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Management fees
|
$
|
15,449
|
|
|
$
|
17,071
|
|
|
$
|
(1,622
|
)
|
|
(9.5
|
)%
|
|
Reimbursed costs incurred on behalf of managed communities
|
$
|
202,145
|
|
|
$
|
242,160
|
|
|
$
|
(40,015
|
)
|
|
(16.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
138
|
|
|
240
|
|
|
(102
|
)
|
|
(42.5
|
)%
|
|||
|
Number of units (period end)
|
21,451
|
|
|
33,176
|
|
|
(11,725
|
)
|
|
(35.3
|
)%
|
|||
|
Number of units (weighted average)
|
22,464
|
|
|
30,422
|
|
|
(7,958
|
)
|
|
(26.2
|
)%
|
|||
|
Occupancy rate (weighted average)
|
82.8
|
%
|
|
83.6
|
%
|
|
(80
|
) bps
|
|
n/a
|
|
|||
|
(in thousands)
|
Three Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
General and administrative expense
|
$
|
57,576
|
|
|
$
|
62,907
|
|
|
$
|
(5,331
|
)
|
|
(8.5
|
)%
|
|
Facility operating lease expense
|
67,689
|
|
|
81,960
|
|
|
(14,271
|
)
|
|
(17.4
|
)%
|
|||
|
Depreciation and amortization
|
94,024
|
|
|
116,116
|
|
|
(22,092
|
)
|
|
(19.0
|
)%
|
|||
|
Goodwill and asset impairment
|
3,769
|
|
|
16,103
|
|
|
(12,334
|
)
|
|
(76.6
|
)%
|
|||
|
Loss on facility lease termination and modification, net
|
1,797
|
|
|
146,467
|
|
|
(144,670
|
)
|
|
(98.8
|
)%
|
|||
|
Costs incurred on behalf of managed communities
|
202,145
|
|
|
242,160
|
|
|
(40,015
|
)
|
|
(16.5
|
)%
|
|||
|
Interest income
|
2,813
|
|
|
2,941
|
|
|
(128
|
)
|
|
(4.4
|
)%
|
|||
|
Interest expense
|
(62,828
|
)
|
|
(73,901
|
)
|
|
(11,073
|
)
|
|
(15.0
|
)%
|
|||
|
Debt modification and extinguishment costs
|
(2,672
|
)
|
|
(9
|
)
|
|
2,663
|
|
|
NM
|
|
|||
|
Equity in loss of unconsolidated ventures
|
(991
|
)
|
|
(1,324
|
)
|
|
(333
|
)
|
|
(25.2
|
)%
|
|||
|
Gain on sale of assets, net
|
2,846
|
|
|
23,322
|
|
|
(20,476
|
)
|
|
(87.8
|
)%
|
|||
|
Other non-operating income
|
3,199
|
|
|
5,505
|
|
|
(2,306
|
)
|
|
(41.9
|
)%
|
|||
|
Benefit (provision) for income taxes
|
(633
|
)
|
|
15,546
|
|
|
(16,179
|
)
|
|
NM
|
|
|||
|
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Total revenue
|
$
|
2,061,501
|
|
|
$
|
2,342,434
|
|
|
$
|
(280,933
|
)
|
|
(12.0
|
)%
|
|
Facility operating expense
|
1,176,340
|
|
|
1,259,401
|
|
|
(83,061
|
)
|
|
(6.6
|
)%
|
|||
|
Net income (loss)
|
(98,661
|
)
|
|
(622,743
|
)
|
|
(524,082
|
)
|
|
(84.2
|
)%
|
|||
|
Adjusted EBITDA
|
220,619
|
|
|
294,373
|
|
|
(73,754
|
)
|
|
(25.1
|
)%
|
|||
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
1,385,376
|
|
|
$
|
1,581,862
|
|
|
$
|
(196,486
|
)
|
|
(12.4
|
)%
|
|
Facility operating expense
|
$
|
967,714
|
|
|
$
|
1,057,549
|
|
|
$
|
(89,835
|
)
|
|
(8.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
671
|
|
|
748
|
|
|
(77
|
)
|
|
(10.3
|
)%
|
|||
|
Number of units (period end)
|
55,209
|
|
|
61,709
|
|
|
(6,500
|
)
|
|
(10.5
|
)%
|
|||
|
Number of units (weighted average)
|
55,963
|
|
|
66,450
|
|
|
(10,487
|
)
|
|
(15.8
|
)%
|
|||
|
RevPAR
|
$
|
4,100
|
|
|
$
|
3,965
|
|
|
$
|
135
|
|
|
3.4
|
%
|
|
Occupancy rate (weighted average)
|
83.5
|
%
|
|
84.3
|
%
|
|
(80
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,909
|
|
|
$
|
4,705
|
|
|
$
|
204
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
1,290,900
|
|
|
$
|
1,269,179
|
|
|
$
|
21,721
|
|
|
1.7
|
%
|
|
Facility operating expense
|
$
|
885,819
|
|
|
$
|
844,053
|
|
|
$
|
41,766
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
650
|
|
|
650
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
51,901
|
|
|
51,931
|
|
|
(30
|
)
|
|
(0.1
|
)%
|
|||
|
RevPAR
|
$
|
4,143
|
|
|
$
|
4,071
|
|
|
$
|
72
|
|
|
1.8
|
%
|
|
Occupancy rate (weighted average)
|
83.9
|
%
|
|
85.1
|
%
|
|
(120
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,938
|
|
|
$
|
4,785
|
|
|
$
|
153
|
|
|
3.2
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
271,645
|
|
|
$
|
317,690
|
|
|
$
|
(46,045
|
)
|
|
(14.5
|
)%
|
|
Facility operating expense
|
$
|
167,310
|
|
|
$
|
188,134
|
|
|
$
|
(20,824
|
)
|
|
(11.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
68
|
|
|
75
|
|
|
(7
|
)
|
|
(9.3
|
)%
|
|||
|
Number of units (period end)
|
12,460
|
|
|
13,559
|
|
|
(1,099
|
)
|
|
(8.1
|
)%
|
|||
|
Number of units (weighted average)
|
12,435
|
|
|
15,064
|
|
|
(2,629
|
)
|
|
(17.5
|
)%
|
|||
|
RevPAR
|
$
|
3,597
|
|
|
$
|
3,515
|
|
|
$
|
82
|
|
|
2.3
|
%
|
|
Occupancy rate (weighted average)
|
89.4
|
%
|
|
87.9
|
%
|
|
150
|
bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,023
|
|
|
$
|
3,998
|
|
|
$
|
25
|
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
244,649
|
|
|
$
|
237,046
|
|
|
$
|
7,603
|
|
|
3.2
|
%
|
|
Facility operating expense
|
$
|
146,041
|
|
|
$
|
139,302
|
|
|
$
|
6,739
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
63
|
|
|
63
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
11,331
|
|
|
11,358
|
|
|
(27
|
)
|
|
(0.2
|
)%
|
|||
|
RevPAR
|
$
|
3,599
|
|
|
$
|
3,479
|
|
|
$
|
120
|
|
|
3.4
|
%
|
|
Occupancy rate (weighted average)
|
89.9
|
%
|
|
88.9
|
%
|
|
100
|
bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,003
|
|
|
$
|
3,912
|
|
|
$
|
91
|
|
|
2.3
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
908,751
|
|
|
$
|
1,054,307
|
|
|
$
|
(145,556
|
)
|
|
(13.8
|
)%
|
|
Facility operating expense
|
$
|
634,908
|
|
|
$
|
708,032
|
|
|
$
|
(73,124
|
)
|
|
(10.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
577
|
|
|
645
|
|
|
(68
|
)
|
|
(10.5
|
)%
|
|||
|
Number of units (period end)
|
36,175
|
|
|
41,266
|
|
|
(5,091
|
)
|
|
(12.3
|
)%
|
|||
|
Number of units (weighted average)
|
36,964
|
|
|
44,588
|
|
|
(7,624
|
)
|
|
(17.1
|
)%
|
|||
|
RevPAR
|
$
|
4,081
|
|
|
$
|
3,941
|
|
|
$
|
140
|
|
|
3.6
|
%
|
|
Occupancy rate (weighted average)
|
81.8
|
%
|
|
83.2
|
%
|
|
(140
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
4,987
|
|
|
$
|
4,738
|
|
|
$
|
249
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
865,307
|
|
|
$
|
852,475
|
|
|
$
|
12,832
|
|
|
1.5
|
%
|
|
Facility operating expense
|
$
|
592,043
|
|
|
$
|
565,404
|
|
|
$
|
26,639
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
564
|
|
|
564
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
34,933
|
|
|
34,935
|
|
|
(2
|
)
|
|
—
|
%
|
|||
|
RevPAR
|
$
|
4,128
|
|
|
$
|
4,067
|
|
|
$
|
61
|
|
|
1.5
|
%
|
|
Occupancy rate (weighted average)
|
82.4
|
%
|
|
84.2
|
%
|
|
(180
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
5,015
|
|
|
$
|
4,833
|
|
|
$
|
182
|
|
|
3.8
|
%
|
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
204,980
|
|
|
$
|
209,865
|
|
|
$
|
(4,885
|
)
|
|
(2.3
|
)%
|
|
Facility operating expense
|
$
|
165,496
|
|
|
$
|
161,383
|
|
|
$
|
4,113
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
26
|
|
|
28
|
|
|
(2
|
)
|
|
(7.1
|
)%
|
|||
|
Number of units (period end)
|
6,574
|
|
|
6,884
|
|
|
(310
|
)
|
|
(4.5
|
)%
|
|||
|
Number of units (weighted average)
|
6,564
|
|
|
6,798
|
|
|
(234
|
)
|
|
(3.4
|
)%
|
|||
|
RevPAR
|
$
|
5,156
|
|
|
$
|
5,125
|
|
|
$
|
31
|
|
|
0.6
|
%
|
|
Occupancy rate (weighted average)
|
81.7
|
%
|
|
83.5
|
%
|
|
(180
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
6,308
|
|
|
$
|
6,137
|
|
|
$
|
171
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
|
Resident fees
|
$
|
180,944
|
|
|
$
|
179,658
|
|
|
$
|
1,286
|
|
|
0.7
|
%
|
|
Facility operating expense
|
$
|
147,735
|
|
|
$
|
139,347
|
|
|
$
|
8,388
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
%
|
|||
|
Total average units
|
5,637
|
|
|
5,638
|
|
|
(1
|
)
|
|
—
|
%
|
|||
|
RevPAR
|
$
|
5,327
|
|
|
$
|
5,291
|
|
|
$
|
36
|
|
|
0.7
|
%
|
|
Occupancy rate (weighted average)
|
81.6
|
%
|
|
83.1
|
%
|
|
(150
|
) bps
|
|
n/a
|
|
|||
|
RevPOR
|
$
|
6,531
|
|
|
$
|
6,366
|
|
|
$
|
165
|
|
|
2.6
|
%
|
|
(in thousands, except census and treatment codes)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Resident fees
|
$
|
225,966
|
|
|
$
|
220,373
|
|
|
$
|
5,593
|
|
|
2.5
|
%
|
|
Facility operating expense
|
$
|
208,626
|
|
|
$
|
201,852
|
|
|
$
|
6,774
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Home health average daily census
|
15,935
|
|
|
15,367
|
|
|
568
|
|
|
3.7
|
%
|
|||
|
Hospice average daily census
|
1,485
|
|
|
1,319
|
|
|
166
|
|
|
12.6
|
%
|
|||
|
Outpatient therapy treatment codes
|
328,467
|
|
|
343,325
|
|
|
(14,858
|
)
|
|
(4.3
|
)%
|
|||
|
(in thousands, except communities, units, and occupancy)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Management fees
|
$
|
31,192
|
|
|
$
|
35,752
|
|
|
$
|
(4,560
|
)
|
|
(12.8
|
)%
|
|
Reimbursed costs incurred on behalf of managed communities
|
$
|
418,967
|
|
|
$
|
504,447
|
|
|
$
|
(85,480
|
)
|
|
(16.9
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Number of communities (period end)
|
138
|
|
|
240
|
|
|
(102
|
)
|
|
(42.5
|
)%
|
|||
|
Number of units (period end)
|
21,451
|
|
|
33,176
|
|
|
(11,725
|
)
|
|
(35.3
|
)%
|
|||
|
Number of units (weighted average)
|
23,755
|
|
|
32,060
|
|
|
(8,305
|
)
|
|
(25.9
|
)%
|
|||
|
Occupancy rate (weighted average)
|
82.9
|
%
|
|
83.9
|
%
|
|
(100
|
) bps
|
|
n/a
|
|
|||
|
(in thousands)
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
General and administrative expense
|
$
|
113,887
|
|
|
$
|
144,342
|
|
|
$
|
(30,455
|
)
|
|
(21.1
|
)%
|
|
Facility operating lease expense
|
136,357
|
|
|
162,360
|
|
|
(26,003
|
)
|
|
(16.0
|
)%
|
|||
|
Depreciation and amortization
|
190,912
|
|
|
230,371
|
|
|
(39,459
|
)
|
|
(17.1
|
)%
|
|||
|
Goodwill and asset impairment
|
4,160
|
|
|
446,466
|
|
|
(442,306
|
)
|
|
(99.1
|
)%
|
|||
|
Loss on facility lease termination and modification, net
|
2,006
|
|
|
146,467
|
|
|
(144,461
|
)
|
|
(98.6
|
)%
|
|||
|
Costs incurred on behalf of managed communities
|
418,967
|
|
|
504,447
|
|
|
(85,480
|
)
|
|
(16.9
|
)%
|
|||
|
Interest income
|
5,897
|
|
|
5,924
|
|
|
(27
|
)
|
|
(0.5
|
)%
|
|||
|
Interest expense
|
(126,193
|
)
|
|
(146,441
|
)
|
|
(20,248
|
)
|
|
(13.8
|
)%
|
|||
|
Debt modification and extinguishment costs
|
(2,739
|
)
|
|
(44
|
)
|
|
2,695
|
|
|
NM
|
|
|||
|
Equity in loss of unconsolidated ventures
|
(1,517
|
)
|
|
(5,567
|
)
|
|
(4,050
|
)
|
|
(72.8
|
)%
|
|||
|
Gain on sale of assets, net
|
2,144
|
|
|
66,753
|
|
|
(64,609
|
)
|
|
(96.8
|
)%
|
|||
|
Other non-operating income
|
6,187
|
|
|
8,091
|
|
|
(1,904
|
)
|
|
(23.5
|
)%
|
|||
|
Benefit (provision) for income taxes
|
(1,312
|
)
|
|
(39
|
)
|
|
(1,273
|
)
|
|
NM
|
|
|||
|
|
Six Months Ended
June 30, |
|
Increase (Decrease)
|
|||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
|
Net cash provided by (used in) operating activities
|
$
|
59,119
|
|
|
$
|
98,584
|
|
|
$
|
(39,465
|
)
|
|
(40.0
|
)%
|
|
Net cash provided by (used in) investing activities
|
(80,299
|
)
|
|
11,512
|
|
|
(91,811
|
)
|
|
NM
|
|
|||
|
Net cash provided by (used in) financing activities
|
(104,079
|
)
|
|
(201,980
|
)
|
|
97,901
|
|
|
48.5
|
%
|
|||
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(125,259
|
)
|
|
(91,884
|
)
|
|
(33,375
|
)
|
|
36.3
|
%
|
|||
|
Cash, cash equivalents and restricted cash at beginning of period
|
450,218
|
|
|
282,546
|
|
|
167,672
|
|
|
59.3
|
%
|
|||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
324,959
|
|
|
$
|
190,662
|
|
|
$
|
134,297
|
|
|
70.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
Adjusted Free Cash Flow
|
$
|
(63,340
|
)
|
|
$
|
27,392
|
|
|
$
|
(90,732
|
)
|
|
NM
|
|
|
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
12,342
|
|
|
15,386
|
|
|
(3,044
|
)
|
|
(19.8
|
)%
|
|||
|
•
|
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, general and administrative expense, and supply costs;
|
|
•
|
debt service and lease payments;
|
|
•
|
acquisition consideration, including the acquisition of certain leased communities under purchase option provisions;
|
|
•
|
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)
|
Six Months Ended June 30, 2019
|
||
|
Community-level capital expenditures, net (1)
|
$
|
103.2
|
|
|
Corporate (2)
|
17.9
|
|
|
|
Non-development capital expenditures, net (3)
|
121.1
|
|
|
|
Development capital expenditures, net
|
10.6
|
|
|
|
Total capital expenditures, net
|
$
|
131.7
|
|
|
(1)
|
Reflects the amount invested, net of lessor reimbursements of $1.0 million.
|
|
(2)
|
Includes $8.6 million of remediation costs at our communities resulting from hurricanes and for the acquisition of emergency power generators at our impacted Florida communities.
|
|
(3)
|
Amount is included in Adjusted Free Cash Flow.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income (loss)
|
$
|
(56,055
|
)
|
|
$
|
(165,509
|
)
|
|
$
|
(98,661
|
)
|
|
$
|
(622,743
|
)
|
|
Provision (benefit) for income taxes
|
633
|
|
|
(15,546
|
)
|
|
1,312
|
|
|
39
|
|
||||
|
Equity in loss of unconsolidated ventures
|
991
|
|
|
1,324
|
|
|
1,517
|
|
|
5,567
|
|
||||
|
Debt modification and extinguishment costs
|
2,672
|
|
|
9
|
|
|
2,739
|
|
|
44
|
|
||||
|
(Gain) loss on sale of assets, net
|
(2,846
|
)
|
|
(23,322
|
)
|
|
(2,144
|
)
|
|
(66,753
|
)
|
||||
|
Other non-operating income
|
(3,199
|
)
|
|
(5,505
|
)
|
|
(6,187
|
)
|
|
(8,091
|
)
|
||||
|
Interest expense
|
62,828
|
|
|
73,901
|
|
|
126,193
|
|
|
146,441
|
|
||||
|
Interest income
|
(2,813
|
)
|
|
(2,941
|
)
|
|
(5,897
|
)
|
|
(5,924
|
)
|
||||
|
Income (loss) from operations
|
2,211
|
|
|
(137,589
|
)
|
|
18,872
|
|
|
(551,420
|
)
|
||||
|
Depreciation and amortization
|
94,024
|
|
|
116,116
|
|
|
190,912
|
|
|
230,371
|
|
||||
|
Goodwill and asset impairment
|
3,769
|
|
|
16,103
|
|
|
4,160
|
|
|
446,466
|
|
||||
|
Loss on facility lease termination and modification, net
|
1,797
|
|
|
146,467
|
|
|
2,006
|
|
|
146,467
|
|
||||
|
Operating lease expense adjustment
|
(4,429
|
)
|
|
(4,066
|
)
|
|
(8,812
|
)
|
|
(12,169
|
)
|
||||
|
Amortization of deferred gain
|
—
|
|
|
(1,089
|
)
|
|
—
|
|
|
(2,179
|
)
|
||||
|
Non-cash stock-based compensation expense
|
6,030
|
|
|
6,269
|
|
|
12,386
|
|
|
14,675
|
|
||||
|
Transaction and organizational restructuring costs
|
634
|
|
|
5,006
|
|
|
1,095
|
|
|
22,162
|
|
||||
|
Adjusted EBITDA (1)
|
$
|
104,036
|
|
|
$
|
147,217
|
|
|
$
|
220,619
|
|
|
$
|
294,373
|
|
|
(1)
|
Adoption of the new lease accounting standard effective January 1, 2019 will have a non-recurring impact on our full-year 2019 Adjusted EBITDA. Adjusted EBITDA for the three and six months ended June 30, 2019 includes a negative net impact of approximately $6.5 million and $13.0 million, respectively, from the application of the new lease accounting standard.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income (loss)
|
$
|
(1,983
|
)
|
|
$
|
(13,417
|
)
|
|
$
|
(3,033
|
)
|
|
$
|
(36,079
|
)
|
|
Provision (benefit) for income taxes
|
23
|
|
|
209
|
|
|
47
|
|
|
443
|
|
||||
|
Debt modification and extinguishment costs
|
—
|
|
|
135
|
|
|
21
|
|
|
118
|
|
||||
|
(Gain) loss on sale of assets, net
|
(23
|
)
|
|
3,882
|
|
|
(23
|
)
|
|
2,837
|
|
||||
|
Other non-operating income (loss)
|
—
|
|
|
(967
|
)
|
|
—
|
|
|
(1,870
|
)
|
||||
|
Interest expense
|
7,348
|
|
|
23,182
|
|
|
14,728
|
|
|
50,009
|
|
||||
|
Interest income
|
(865
|
)
|
|
(829
|
)
|
|
(1,677
|
)
|
|
(1,586
|
)
|
||||
|
Income (loss) from operations
|
4,500
|
|
|
12,195
|
|
|
10,063
|
|
|
13,872
|
|
||||
|
Depreciation and amortization
|
17,082
|
|
|
33,237
|
|
|
33,829
|
|
|
101,122
|
|
||||
|
Asset impairment
|
7
|
|
|
118
|
|
|
302
|
|
|
273
|
|
||||
|
Operating lease expense adjustment
|
—
|
|
|
4
|
|
|
—
|
|
|
8
|
|
||||
|
Adjusted EBITDA of unconsolidated ventures
|
$
|
21,589
|
|
|
$
|
45,554
|
|
|
$
|
44,194
|
|
|
$
|
115,275
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Brookdale's proportionate share of Adjusted EBITDA of unconsolidated ventures
|
$
|
10,878
|
|
|
$
|
14,111
|
|
|
$
|
22,197
|
|
|
$
|
30,860
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net cash provided by (used in) operating activities
|
$
|
64,128
|
|
|
$
|
60,620
|
|
|
$
|
59,119
|
|
|
$
|
98,584
|
|
|
Net cash provided by (used in) investing activities
|
19,774
|
|
|
(79,643
|
)
|
|
(80,299
|
)
|
|
11,512
|
|
||||
|
Net cash provided by (used in) financing activities
|
(87,443
|
)
|
|
(185,876
|
)
|
|
(104,079
|
)
|
|
(201,980
|
)
|
||||
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(3,541
|
)
|
|
$
|
(204,899
|
)
|
|
$
|
(125,259
|
)
|
|
$
|
(91,884
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net cash provided by (used in) operating activities
|
$
|
64,128
|
|
|
$
|
60,620
|
|
|
$
|
59,119
|
|
|
$
|
98,584
|
|
|
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(781
|
)
|
|
(739
|
)
|
|
(1,530
|
)
|
|
(1,147
|
)
|
||||
|
Changes in prepaid insurance premiums financed with notes payable
|
(6,752
|
)
|
|
(6,208
|
)
|
|
12,090
|
|
|
12,425
|
|
||||
|
Changes in operating lease liability related to lease termination
|
—
|
|
|
33,596
|
|
|
—
|
|
|
33,596
|
|
||||
|
Cash paid for loss on facility operating lease termination and modification, net
|
—
|
|
|
13,044
|
|
|
—
|
|
|
13,044
|
|
||||
|
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases
|
(1,000
|
)
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
||||
|
Non-development capital expenditures, net
|
(66,464
|
)
|
|
(47,681
|
)
|
|
(121,066
|
)
|
|
(89,417
|
)
|
||||
|
Property insurance proceeds
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
||||
|
Payment of financing lease obligations
|
(5,500
|
)
|
|
(18,787
|
)
|
|
(10,953
|
)
|
|
(39,901
|
)
|
||||
|
Proceeds from refundable entrance fees, net of refunds
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
52
|
|
||||
|
Adjusted Free Cash Flow
|
$
|
(16,369
|
)
|
|
$
|
33,674
|
|
|
$
|
(63,340
|
)
|
|
$
|
27,392
|
|
|
(1)
|
The calculation of Adjusted Free Cash Flow includes transaction costs of $0.6 million and $1.1 million for the three and six months ended June 30, 2019, respectively, and transaction and organizational restructuring costs of $5.0 million and $22.2 million for the three and six months ended June 30, 2018, respectively.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net cash provided by (used in) operating activities
|
$
|
31,259
|
|
|
$
|
47,510
|
|
|
$
|
55,381
|
|
|
$
|
97,772
|
|
|
Net cash provided by (used in) investing activities
|
(9,419
|
)
|
|
(15,746
|
)
|
|
(17,430
|
)
|
|
(30,388
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
(16,449
|
)
|
|
(29,380
|
)
|
|
(25,237
|
)
|
|
(52,659
|
)
|
||||
|
Net increase in cash, cash equivalents and restricted cash
|
$
|
5,391
|
|
|
$
|
2,384
|
|
|
$
|
12,714
|
|
|
$
|
14,725
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net cash provided by (used in) operating activities
|
$
|
31,259
|
|
|
$
|
47,510
|
|
|
$
|
55,381
|
|
|
$
|
97,772
|
|
|
Non-development capital expenditures, net
|
(9,681
|
)
|
|
(18,867
|
)
|
|
(17,681
|
)
|
|
(38,928
|
)
|
||||
|
Property insurance proceeds
|
—
|
|
|
634
|
|
|
—
|
|
|
1,535
|
|
||||
|
Proceeds from refundable entrance fees, net of refunds
|
(7,790
|
)
|
|
(3,323
|
)
|
|
(13,633
|
)
|
|
(10,035
|
)
|
||||
|
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
13,788
|
|
|
$
|
25,954
|
|
|
$
|
24,067
|
|
|
$
|
50,344
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
6,958
|
|
|
$
|
9,019
|
|
|
$
|
12,342
|
|
|
$
|
15,386
|
|
|
(a)
|
Not applicable.
|
|
(b)
|
Not applicable.
|
|
(c)
|
The following table contains information regarding purchases of our common stock made during the quarter ended June 30, 2019 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
|
|
Period
|
Total
Number of Shares Purchased (1) |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar Value of
Shares that May Yet Be Purchased Under the Plans or Programs ($ in thousands) (2) |
||||||
|
4/1/2019 - 4/30/2019
|
502,019
|
|
|
$
|
6.29
|
|
|
502,019
|
|
|
$
|
72,704
|
|
|
5/1/2019 - 5/31/2019
|
177,709
|
|
|
6.25
|
|
|
162,156
|
|
|
71,702
|
|
||
|
6/1/2019 - 6/30/2019
|
614,387
|
|
|
6.51
|
|
|
614,387
|
|
|
67,703
|
|
||
|
Total
|
1,294,115
|
|
|
$
|
6.39
|
|
|
1,278,562
|
|
|
|
||
|
(1)
|
Includes 15,553 shares withheld to satisfy tax liabilities due upon the vesting of restricted stock during May 2019 and 1,278,562 shares purchased in open market transactions during April, May, and June 2019 pursuant to the publicly announced repurchase program summarized in footnote (2) below. 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 June 30, 2019, approximately $67.7 million remained available under the repurchase program.
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
|
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included in Exhibit 101).
|
|
†
|
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
|
|
|
BROOKDALE SENIOR LIVING INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven E. Swain
|
|
|
|
Name:
|
Steven E. Swain
|
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
Date:
|
August 6, 2019
|
|
|
|
|
|
|
|
TENANT:
|
|
BLC-THE HALLMARK, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-KENWOOD OF LAKE VIEW, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BROOKDALE SENIOR LIVING COMMUNITIES, INC. a Delaware corporation (f/k/a Alterra Healthcare Corporation and Alternative Living Services, Inc.)
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-DEVONSHIRE OF HOFFMAN ESTATES, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-THE BERKSHIRE OF CASTLETON, L.P., a Delaware limited partnership
By: BLC-The Berkshire of Castleton, LLC, a Delaware limited liability company, its General Partner
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-SPRINGS AT EAST MESA, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership
By: BLC-Woodside Terrace, LLC, a Delaware limited liability company, its general partner
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
BLC-ATRIUM AT SAN JOSE, L.P., a Delaware limited partnership
By: BLC-Atrium at San Jose, LLC, a Delaware limited liability company, its general partner
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership
By: BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company, its general partner
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-PONCE DE LEON, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-PARK PLACE, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-HAWTHORNE LAKES, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-THE WILLOWS, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-BRENDENWOOD, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BLC-CHATFIELD, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SW ASSISTED LIVING, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE AT FAIRWOOD MANOR, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE 5 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE 4 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE 14 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
SUMMERVILLE 15 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
SUMMERVILLE 16 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
SUMMERVILLE 17 LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
ALS PROPERTIES TENANT I, LLC,
a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
ALS PROPERTIES TENANT II, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
ALS LEASING, INC., a Delaware corporation
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
ASSISTED LIVING PROPERTIES, INC., a Kansas corporation
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: EVP
|
|
LANDLORD:
|
|
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By: Ventas, Inc., a Delaware corporation, its general partner
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Sr. Vice President & Chief Tax Officer
|
|
PSLT-ALS PROPERTIES I, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
|
PSLT-ALS PROPERTIES II, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
|
|
PSLT-ALS PROPERTIES IV, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
|
|
PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
|
ACKNOWLEDGEMENT
STATE OF Kentucky )
) :ss.:
COUNTY OF Jefferson )
Before me, the undersigned, a Notary Public in and for said County and State, personally appeared PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company (“Company”), which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 19 day of April, 2019.
(SEAL) /s/ Adrienne Riley
Notary Public
Print Name: Adrienne Riley
My commission expires:01-17-2021
Acting in the County of: Jefferson
|
||
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
RIVER OAKS PARTNERS, an Illinois general partnership
By: Brookdale Holdings, LLC, its managing partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois general partnership
By: Brookdale Holdings, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BLC OF CALIFORNIA-SAN MARCOS, L.P., a Delaware limited partnership
By: Brookdale Living Communities of California-San Marcos, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
|
|
BROOKDALE LIVING COMMUNITIES OF NEW JERSEY, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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BROOKDALE LIVING COMMUNITIES OF FLORIDA-CL, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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2010 UNION LIMITED PARTNERSHIP, a Washington limited partnership
By: Nationwide Health Properties, LLC, its general partner
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas limited partnership
By: MLD Texas Corporation, its general partner
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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MLD PROPERTIES, INC., a Delaware corporation
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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JER/NHP SENIOR LIVING KANSAS, INC., a Kansas corporation
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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JER/NHP SENIOR LIVING TEXAS, L.P., a Texas limited partnership
By: JER/NHP Management Texas, LLC, its general partner
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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MLD PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: MLD Properties II, Inc., its general partner
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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NHP MCCLAIN, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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ACKNOWLEDGEMENT
STATE OF Kentucky )
) :ss.:
COUNTY OF Jefferson )
Before me, the undersigned, a Notary Public in and for said County and State, personally appeared NHP MCCLAIN, LLC, a Delaware limited liability company (“Company”), by Brian K. Wood, its Vice President & Treasurer, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 19 day of April, 2019.
(SEAL) /s/ Adrienne Riley
Notary Public
Print Name: Adrienne Riley
My commission expires:01-17-2021
Acting in the County of: Jefferson
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VENTAS FAIRWOOD, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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VENTAS FRAMINGHAM, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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VTR-EMRTS HOLDINGS, LLC, a Delaware limited liability company
By: /s/ Brian K. Wood
Name: Brian K. Wood
Title: Vice President & Treasurer
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1.
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Approvals and Consents. Brookdale hereby certifies that all material building permits, zoning variances and other approvals or consents of appropriate Governmental Authorities necessary to commence and complete construction of the completed portion(s) of the CapEx Projects have been received.
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2.
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No Master Lease Event of Default or Facility Default. Brookdale hereby certifies that, as of the date hereof, no Master Lease Event of Default or Facility Default with respect to any Facility that is the subject of this request has occurred and is continuing.
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3.
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Receipts/Invoices/Lien Waivers. The invoices and proof of payment with respect to the CapEx Projects and the requested Landlord UE Funds (and lien waivers for any such work in excess of $10,000) are attached to this letter.
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4.
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No Liens. Brookdale hereby certifies that, to Brookdale’s knowledge, no materialman’s lien or mechanic’s lien has been filed against the Facility(ies) to which the CapEx Projects relate.
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5.
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Effect on Authorizations. Brookdale hereby certifies that no change, modification, or addition to the Authorizations of the affected Facilities is required on account of the CapEx Projects.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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August 6, 2019
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/s/ Lucinda M. Baier
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Lucinda M. Baier
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President and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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August 6, 2019
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/s/ Steven E. Swain
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Steven E. Swain
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Executive Vice President and Chief Financial Officer
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