☒
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ANNUAL 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
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Delaware
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20-3068069
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer Identification No.)
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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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Registrant's telephone number including area code
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(615)
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221-2250
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value Per Share
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BKD
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New York Stock Exchange
|
|
Large accelerated filer
|
x
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|
Accelerated filer
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¨
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|
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Non-accelerated filer
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¨
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Smaller reporting company
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☐
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|
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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 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 16
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Item 1.
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Business
|
•
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Continued Operational Improvement and Simplification. We are focused on our core senior living communities and intend to continue to drive improvements in our senior living portfolio by winning locally. Through our "win locally" initiative, we intend to provide choices for high quality care and personalized service by caring associates while leveraging our industry-leading scale and experience. Such efforts include improvements to our sales and marketing process, prioritizing communities with the most opportunities for improvement, and ensuring that our communities are ready for new competition. We also continue to focus on attracting, engaging, developing, and retaining the best associates by maintaining a compelling value proposition in the areas of compensation, leadership, career development, and meaningful work. We believe engaged associates lead to an enhanced resident experience, lower turnover, and, ultimately, improved operations. To sharpen our focus on our core senior living operations, we are (and have been) executing on initiatives to reduce the complexity of our business and to ensure appropriate risk-reward tradeoffs in our highly regulated product lines. Such initiatives include exiting our entry fee CCRC business and continuing to optimize our management services business.
|
•
|
Senior Living Portfolio. Since initiating our operational turnaround strategy in early 2018, we have continued our portfolio optimization initiative through which we have disposed of owned and leased communities and restructured leases. Such transactions have included restructuring our leases with our three largest landlords, sales of 36 owned communities, and dispositions of substantially all of our interests in unconsolidated ventures (including our equity interests in 14 entry fee CCRCs). As we emerge from our disposition phase, we intend to (i) increase our ownership percentage in our senior housing portfolio through acquiring leased or managed communities and exiting underperforming leases when possible, (ii) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (iii) formalize and execute an ongoing capital recycling program, including opportunistically selling certain communities to invest in expansion of our existing communities and the acquisition or development of newer communities with lower capital expenditure needs, and (iv) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities such as de novo development and selective acquisitions of senior living communities and operating companies. We will continue to invest in our development capital expenditures program through which we expand, renovate, reposition, and redevelop selected existing senior living communities where economically advantageous. For 2020, we expect to continue to pursue non-development capital expenditures at higher-than-typical amounts, but at significantly less than 2019 amounts. Beginning in
|
•
|
Expansion of Healthcare and Service Platform. Our vision is to enable those we serve to live well by offering the most integrated and highest-quality healthcare and wellness platform in the senior living industry. We intend to pilot a more integrated healthcare service model in certain markets in 2020. We also intend to pursue initiatives designed to accelerate growth in our healthcare services business, primarily by growing our hospice and home health business lines, and to grow our private duty business. Such initiatives may include further acquisitions of hospice agencies or certificates of need in our geographic footprint, further expansion of our services to seniors living outside our communities, implementation of improvements to our sales and marketing efforts associated with our healthcare services business, and pursuit of additional or expanded relationships with managed care providers. We believe the successful execution of these initiatives will increase our revenues and improve the results of operations of our Health Care Services segment and that the overall implementation of our integrated healthcare strategy will benefit our core senior housing business by increasing move-ins, improving resident health and wellbeing, and increasing our average length of stay and occupancy.
|
•
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Driving Innovation and Leveraging Technology. We are engaged in a variety of innovation initiatives and over time plan to pilot and test new ideas, technologies, and operating models in order to enhance our residents' experience, improve outcomes, and increase average length of stay and occupancy. With our technology platform, we also expect to identify solutions to reduce complexity, increase productivity, lower costs, and increase our ability to partner with third parties.
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•
|
restructured our triple-net lease portfolios with our three largest lessors;
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•
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terminated our triple-net lease obligations on an aggregate of 99 communities;
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•
|
acquired 32 formerly-leased or managed communities;
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•
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disposed of an aggregate of 36 owned communities generating $288.3 million of proceeds, net of related debt and transaction costs;
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•
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sold substantially all of our ownership interests in unconsolidated ventures, including our entry fee CCRC venture; and
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•
|
reduced our management of communities on behalf of former unconsolidated ventures and third parties.
|
Segments
|
|
Communities
|
|
Units
|
|
% of Total Units
|
|
Average Number of Units per Community
|
||||
Independent Living
|
|
68
|
|
|
12,514
|
|
|
17.3
|
%
|
|
184
|
|
Assisted Living and Memory Care
|
|
573
|
|
|
35,956
|
|
|
49.8
|
%
|
|
63
|
|
CCRCs
|
|
22
|
|
|
5,711
|
|
|
7.9
|
%
|
|
260
|
|
Management Services
|
|
100
|
|
|
18,086
|
|
|
25.0
|
%
|
|
181
|
|
Total
|
|
763
|
|
|
72,267
|
|
|
100.0
|
%
|
|
95
|
|
Segments (in thousands)
|
|
Resident Fee and Management Fee Revenue
|
|
% of Total
|
|||
Independent Living
|
|
$
|
544,558
|
|
|
16.7
|
%
|
Assisted Living and Memory Care
|
|
1,815,938
|
|
|
55.6
|
%
|
|
CCRCs
|
|
402,175
|
|
|
12.3
|
%
|
|
Health Care Services
|
|
447,260
|
|
|
13.7
|
%
|
|
Management Services
|
|
57,108
|
|
|
1.7
|
%
|
|
Total resident fee and management fee revenue
|
|
$
|
3,267,039
|
|
|
100.0
|
%
|
Community Type
|
|
Communities
|
|
Units
|
|
% of Total Units
|
|
Management Fees
|
|
% of Total Management Fees
|
||
Independent living
|
|
16
|
|
3,084
|
|
17.1%
|
|
$
|
12,969
|
|
|
22.7%
|
Assisted living and memory care
|
|
48
|
|
4,095
|
|
22.6%
|
|
9,614
|
|
|
16.8%
|
|
CCRC
|
|
36
|
|
10,907
|
|
60.3%
|
|
34,525
|
|
|
60.5%
|
|
Total
|
|
100
|
|
18,086
|
|
100.0%
|
|
$
|
57,108
|
|
|
100.0%
|
•
|
Skilled management team with extensive experience. Our senior management team and our Board of Directors have extensive experience in the senior living, healthcare, hospitality, and real estate industries, including the operation and management of a broad range of senior living assets.
|
•
|
Geographically diverse, high-quality, purpose-built communities. As of February 1, 2020, we are the largest operator of senior living communities in the United States based on total capacity, with 743 communities in 45 states and the ability to serve approximately 65,000 residents.
|
•
|
Ability to provide a broad spectrum of care. Given our diverse mix of independent living, assisted living and memory care communities, and CCRCs, as well as our healthcare services offerings, we are able to meet a wide range of our residents' and patients' needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
|
•
|
Significant experience in providing healthcare services. Through our Health Care Services segment, we provide a range of home health, hospice, outpatient therapy, education, wellness, and other services to residents of certain of our communities and to seniors outside our communities, which we believe is a distinct competitive difference among senior housing operators. We have significant experience in providing these services and expect to increase revenues as we expand our offerings of
|
•
|
The size of our business allows us to realize cost and operating efficiencies while continuing a local-community focus. The size of our business allows us to realize cost savings, economies of scale in the procurement of goods and services, and access to favorable debt and financing terms. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We negotiate contracts for food, insurance, and other goods and services with the advantages that scale provides. In addition, we leverage our centralized corporate functions such as finance, human resources, legal, information technology, and marketing. We intend to utilize our expertise and size to capitalize on economies of scale resulting from our national platform and to enhance our residents' and patients' experiences. We believe that our geographic footprint and centralized infrastructure provide us with a significant operational advantage over local and regional operators of senior living communities.
|
Item 1A.
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Risk Factors
|
•
|
We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal, or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
|
•
|
Increases in our outstanding indebtedness, leverage, and long-term lease obligations will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
•
|
Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate, and other purposes; and
|
•
|
Our ability to pay dividends to our stockholders (should we initiate dividend payments in the future) may be limited.
|
•
|
blank-check preferred stock;
|
•
|
provisions preventing stockholders from calling special meetings or acting by written consent;
|
•
|
advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
|
•
|
no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
|
•
|
variations in our quarterly results of operations and cash flow;
|
•
|
changes in our operating performance and liquidity guidance;
|
•
|
the contents of published research reports about us or the senior living, healthcare, or real estate industries or the failure of securities analysts to cover our common stock;
|
•
|
additions or departures of key management personnel;
|
•
|
any increased indebtedness we may incur or lease obligations we may enter into in the future;
|
•
|
actions by institutional stockholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
speculation or reports by the press or investment community with respect to us or the senior living, healthcare, or real estate industries in general;
|
•
|
proxy contests or other shareholder activism;
|
•
|
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
|
•
|
downturns in the real estate market or changes in market valuations of senior living communities;
|
•
|
changes or proposed changes in laws or regulations affecting the senior living and healthcare industries or enforcement of these laws and regulations, or announcements relating to these matters; and
|
•
|
general market and economic conditions.
|
Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
|
|
|
|
|
Number of Communities
|
||||||||||||||
State
|
|
Units
|
|
Occupancy
|
|
Owned
|
|
Leased
|
|
Managed
|
|
Total
|
||||||
Florida
|
|
11,814
|
|
|
83
|
%
|
|
43
|
|
|
32
|
|
|
12
|
|
|
87
|
|
Texas
|
|
9,599
|
|
|
83
|
%
|
|
56
|
|
|
19
|
|
|
19
|
|
|
94
|
|
California
|
|
7,455
|
|
|
83
|
%
|
|
25
|
|
|
24
|
|
|
13
|
|
|
62
|
|
Colorado
|
|
3,822
|
|
|
81
|
%
|
|
11
|
|
|
13
|
|
|
9
|
|
|
33
|
|
North Carolina
|
|
3,401
|
|
|
87
|
%
|
|
7
|
|
|
50
|
|
|
—
|
|
|
57
|
|
Illinois
|
|
3,027
|
|
|
88
|
%
|
|
2
|
|
|
10
|
|
|
3
|
|
|
15
|
|
Ohio
|
|
2,876
|
|
|
83
|
%
|
|
20
|
|
|
15
|
|
|
—
|
|
|
35
|
|
Washington
|
|
2,810
|
|
|
88
|
%
|
|
14
|
|
|
19
|
|
|
—
|
|
|
33
|
|
Arizona
|
|
2,153
|
|
|
87
|
%
|
|
13
|
|
|
13
|
|
|
1
|
|
|
27
|
|
Michigan
|
|
2,116
|
|
|
82
|
%
|
|
9
|
|
|
23
|
|
|
1
|
|
|
33
|
|
Oregon
|
|
1,805
|
|
|
92
|
%
|
|
8
|
|
|
15
|
|
|
—
|
|
|
23
|
|
New York
|
|
1,599
|
|
|
87
|
%
|
|
10
|
|
|
9
|
|
|
3
|
|
|
22
|
|
Tennessee
|
|
1,493
|
|
|
90
|
%
|
|
12
|
|
|
10
|
|
|
1
|
|
|
23
|
|
Virginia
|
|
1,206
|
|
|
81
|
%
|
|
7
|
|
|
3
|
|
|
2
|
|
|
12
|
|
Pennsylvania
|
|
1,205
|
|
|
83
|
%
|
|
7
|
|
|
3
|
|
|
1
|
|
|
11
|
|
New Jersey
|
|
1,148
|
|
|
89
|
%
|
|
7
|
|
|
5
|
|
|
1
|
|
|
13
|
|
Kansas
|
|
1,114
|
|
|
90
|
%
|
|
8
|
|
|
10
|
|
|
—
|
|
|
18
|
|
Missouri
|
|
1,096
|
|
|
88
|
%
|
|
2
|
|
|
—
|
|
|
3
|
|
|
5
|
|
Alabama
|
|
1,085
|
|
|
87
|
%
|
|
6
|
|
|
—
|
|
|
1
|
|
|
7
|
|
Oklahoma
|
|
979
|
|
|
91
|
%
|
|
3
|
|
|
15
|
|
|
5
|
|
|
23
|
|
Massachusetts
|
|
899
|
|
|
83
|
%
|
|
3
|
|
|
3
|
|
|
—
|
|
|
6
|
|
Georgia
|
|
882
|
|
|
85
|
%
|
|
5
|
|
|
3
|
|
|
4
|
|
|
12
|
|
South Carolina
|
|
854
|
|
|
78
|
%
|
|
3
|
|
|
7
|
|
|
3
|
|
|
13
|
|
Indiana
|
|
829
|
|
|
74
|
%
|
|
4
|
|
|
4
|
|
|
1
|
|
|
9
|
|
Wisconsin
|
|
712
|
|
|
90
|
%
|
|
5
|
|
|
7
|
|
|
2
|
|
|
14
|
|
Connecticut
|
|
636
|
|
|
77
|
%
|
|
2
|
|
|
3
|
|
|
1
|
|
|
6
|
|
Maryland
|
|
560
|
|
|
89
|
%
|
|
2
|
|
|
1
|
|
|
3
|
|
|
6
|
|
Idaho
|
|
548
|
|
|
88
|
%
|
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
Minnesota
|
|
538
|
|
|
75
|
%
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Rhode Island
|
|
532
|
|
|
86
|
%
|
|
1
|
|
|
2
|
|
|
1
|
|
|
4
|
|
Arkansas
|
|
494
|
|
|
83
|
%
|
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Louisiana
|
|
486
|
|
|
85
|
%
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
New Mexico
|
|
457
|
|
|
69
|
%
|
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
Mississippi
|
|
386
|
|
|
83
|
%
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Nebraska
|
|
379
|
|
|
85
|
%
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Kentucky
|
|
283
|
|
|
76
|
%
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
Nevada
|
|
256
|
|
|
89
|
%
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Montana
|
|
137
|
|
|
91
|
%
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Iowa
|
|
106
|
|
|
67
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
|
|
|
Number of Communities
|
||||||||||||||
State
|
|
Units
|
|
Occupancy
|
|
Owned
|
|
Leased
|
|
Managed
|
|
Total
|
||||||
Delaware
|
|
105
|
|
|
89
|
%
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Vermont
|
|
101
|
|
|
87
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
West Virginia
|
|
93
|
|
|
89
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
New Hampshire
|
|
90
|
|
|
98
|
%
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Utah
|
|
55
|
|
|
99
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Wyoming
|
|
46
|
|
|
76
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
|
72,267
|
|
|
84
|
%
|
|
330
|
|
|
333
|
|
|
100
|
|
|
763
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
12/14
|
|
|
12/15
|
|
|
12/16
|
|
|
12/17
|
|
|
12/18
|
|
|
12/19
|
|
||||||
Brookdale Senior Living Inc.
|
|
$
|
100.00
|
|
|
$
|
50.34
|
|
|
$
|
33.87
|
|
|
$
|
26.45
|
|
|
$
|
18.27
|
|
|
$
|
19.83
|
|
S&P 500
|
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
||||||
Russell 3000
|
|
100.00
|
|
|
100.48
|
|
|
113.27
|
|
|
137.21
|
|
|
130.02
|
|
|
170.35
|
|
||||||
S&P Health Care
|
|
100.00
|
|
|
106.89
|
|
|
104.01
|
|
|
126.98
|
|
|
135.19
|
|
|
163.34
|
|
Period
|
|
Total
Number of
Shares
Purchased (1)
|
|
Average
Price Paid
per Share ($)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (2)
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs ($ in thousands) (2)
|
||||||
10/1/2019 - 10/31/2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
67,703
|
|
11/1/2019 - 11/30/2019
|
|
685,888
|
|
|
6.99
|
|
|
675,812
|
|
|
62,977
|
|
||
12/1/2019 - 12/31/2019
|
|
118,468
|
|
|
6.99
|
|
|
118,468
|
|
|
62,149
|
|
||
Total
|
|
804,356
|
|
|
$
|
6.99
|
|
|
794,280
|
|
|
|
(1)
|
Includes 794,280 shares purchased in open market transactions pursuant to the publicly announced repurchase program summarized in footnote (2) below and 10,076 shares withheld to satisfy tax liabilities due upon the vesting of restricted stock during November 2019. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
|
(2)
|
On November 1, 2016, the Company announced that its Board of Directors had approved a share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of its common stock. The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope, and timing of any purchases will be based on business, market, and other conditions and factors, including price, regulatory, and contractual requirements, and capital availability. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of December 31, 2019, approximately $62.1 million remained available under the repurchase program.
|
Item 6.
|
Selected Financial Data
|
(in thousands, except per share and other operating data)
|
For the Years Ended December 31,
|
||||||||||||||||||
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
Total revenue
|
$
|
4,057,088
|
|
|
$
|
4,531,426
|
|
|
$
|
4,747,116
|
|
|
$
|
4,976,980
|
|
|
$
|
4,960,608
|
|
Facility operating expense
|
2,390,495
|
|
|
2,453,328
|
|
|
2,602,155
|
|
|
2,799,402
|
|
|
2,788,862
|
|
|||||
General and administrative expense
|
219,289
|
|
|
259,475
|
|
|
278,019
|
|
|
317,399
|
|
|
378,831
|
|
|||||
Facility operating lease expense
|
269,666
|
|
|
303,294
|
|
|
339,721
|
|
|
373,635
|
|
|
367,574
|
|
|||||
Depreciation and amortization
|
379,433
|
|
|
447,455
|
|
|
482,077
|
|
|
520,402
|
|
|
733,165
|
|
|||||
Goodwill and asset impairment (1)
|
49,266
|
|
|
489,893
|
|
|
409,782
|
|
|
248,515
|
|
|
57,941
|
|
|||||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
162,001
|
|
|
14,276
|
|
|
11,113
|
|
|
76,143
|
|
|||||
Costs incurred on behalf of managed communities
|
790,049
|
|
|
1,010,229
|
|
|
891,131
|
|
|
737,597
|
|
|
723,298
|
|
|||||
Total operating expense
|
4,101,586
|
|
|
5,125,675
|
|
|
5,017,161
|
|
|
5,008,063
|
|
|
5,125,814
|
|
|||||
Income (loss) from operations
|
(44,498
|
)
|
|
(594,249
|
)
|
|
(270,045
|
)
|
|
(31,083
|
)
|
|
(165,206
|
)
|
|||||
Interest income
|
9,859
|
|
|
9,846
|
|
|
4,623
|
|
|
2,933
|
|
|
1,603
|
|
|||||
Interest expense
|
(248,341
|
)
|
|
(280,269
|
)
|
|
(326,154
|
)
|
|
(385,617
|
)
|
|
(388,764
|
)
|
|||||
Debt modification and extinguishment costs
|
(5,247
|
)
|
|
(11,677
|
)
|
|
(12,409
|
)
|
|
(9,170
|
)
|
|
(7,020
|
)
|
|||||
Equity in earnings (loss) of unconsolidated ventures
|
(4,544
|
)
|
|
(8,804
|
)
|
|
(14,827
|
)
|
|
1,660
|
|
|
(804
|
)
|
|||||
Gain (loss) on sale of assets, net
|
7,245
|
|
|
293,246
|
|
|
19,273
|
|
|
7,218
|
|
|
1,270
|
|
|||||
Other non-operating income (loss)
|
14,765
|
|
|
14,099
|
|
|
11,418
|
|
|
14,801
|
|
|
8,557
|
|
|||||
Income (loss) before income taxes
|
(270,761
|
)
|
|
(577,808
|
)
|
|
(588,121
|
)
|
|
(399,258
|
)
|
|
(550,364
|
)
|
|||||
Benefit (provision) for income taxes
|
2,269
|
|
|
49,456
|
|
|
16,515
|
|
|
(5,378
|
)
|
|
92,209
|
|
|||||
Net income (loss)
|
(268,492
|
)
|
|
(528,352
|
)
|
|
(571,606
|
)
|
|
(404,636
|
)
|
|
(458,155
|
)
|
|||||
Net (income) loss attributable to noncontrolling interest
|
561
|
|
|
94
|
|
|
187
|
|
|
239
|
|
|
678
|
|
|||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(267,931
|
)
|
|
$
|
(528,258
|
)
|
|
$
|
(571,419
|
)
|
|
$
|
(404,397
|
)
|
|
$
|
(457,477
|
)
|
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(1.44
|
)
|
|
$
|
(2.82
|
)
|
|
$
|
(3.07
|
)
|
|
$
|
(2.18
|
)
|
|
$
|
(2.48
|
)
|
Weighted average shares of common stock used in computing basic and diluted net income (loss) per share
|
185,907
|
|
|
187,468
|
|
|
186,155
|
|
|
185,653
|
|
|
184,333
|
|
|||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of communities operated and managed (at end of period)
|
763
|
|
|
892
|
|
|
1,023
|
|
|
1,055
|
|
|
1,123
|
|
|||||
Total units operated and managed:
|
|
|
|
|
|
|
|
|
|
||||||||||
Period end
|
72,267
|
|
|
84,279
|
|
|
100,582
|
|
|
102,768
|
|
|
107,786
|
|
|||||
Average
|
77,270
|
|
|
94,562
|
|
|
101,779
|
|
|
106,122
|
|
|
109,342
|
|
|||||
RevPAR (2)
|
$
|
4,106
|
|
|
$
|
3,972
|
|
|
$
|
3,890
|
|
|
$
|
3,845
|
|
|
$
|
3,742
|
|
Owned/leased communities occupancy rate (weighted average)
|
83.9
|
%
|
|
84.3
|
%
|
|
85.0
|
%
|
|
86.0
|
%
|
|
86.8
|
%
|
|||||
RevPOR (3)
|
$
|
4,893
|
|
|
$
|
4,712
|
|
|
$
|
4,578
|
|
|
$
|
4,468
|
|
|
$
|
4,310
|
|
(1)
|
During the year ended December 31, 2019, we recorded $49.3 million of non-cash impairment charges, of which $27.2 million related to property, plant and equipment and leasehold intangibles for certain communities and $10.2 million related to operating lease right-of-use assets, primarily within the Assisted Living and Memory Care segment. During the year ended December 31, 2018, we recorded $489.9 million of non-cash impairment charges, primarily for $351.7 million of goodwill within the Assisted Living and Memory Care segment, $78.0 million of property, plant and equipment and leasehold intangibles for certain communities, primarily in the Assisted Living and Memory Care segment, $33.4 million related to investments in unconsolidated ventures, $15.6 million related to assets held for sale, and $9.1 million
|
(2)
|
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues 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 Accounting Standards Codification ("ASC") 842, Leases ("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.
|
(3)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues 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.
|
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash and cash equivalents
|
$
|
240,227
|
|
|
$
|
398,267
|
|
|
$
|
222,647
|
|
|
$
|
216,397
|
|
|
$
|
88,029
|
|
Marketable securities
|
68,567
|
|
|
14,855
|
|
|
291,796
|
|
|
—
|
|
|
—
|
|
|||||
Total assets (1)
|
7,194,433
|
|
|
6,467,260
|
|
|
7,675,449
|
|
|
9,217,687
|
|
|
10,048,564
|
|
|||||
Total long-term debt and line of credit
|
3,555,123
|
|
|
3,640,180
|
|
|
3,870,737
|
|
|
3,559,647
|
|
|
3,942,825
|
|
|||||
Total financing lease obligations
|
834,580
|
|
|
874,476
|
|
|
1,271,554
|
|
|
2,485,520
|
|
|
2,489,588
|
|
|||||
Total operating lease obligations (1)
|
1,470,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total equity
|
698,725
|
|
|
1,018,413
|
|
|
1,530,291
|
|
|
2,077,732
|
|
|
2,458,727
|
|
(1)
|
Our adoption of ASC 842 resulted in the recognition of operating lease liabilities of $1.6 billion and right-of-use assets of $1.3 billion on the consolidated balance sheet for our existing community, office, and equipment operating leases as of January 1, 2019. See Note 2 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for more information regarding the adoption of ASC 842.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Continued Operational Improvement and Simplification. We are focused on our core senior living communities and intend to continue to drive improvements in our senior living portfolio by winning locally. Through our "win locally" initiative, we intend to provide choices for high quality care and personalized service by caring associates while leveraging our industry-leading scale and experience. Such efforts include improvements to our sales and marketing process, prioritizing communities with the most opportunities for improvement, and ensuring that our communities are ready for new competition. We also continue to focus on attracting, engaging, developing, and retaining the best associates by maintaining a compelling value proposition in the areas of compensation, leadership, career development, and meaningful work. We believe engaged associates lead to an enhanced resident experience, lower turnover, and, ultimately, improved operations. To sharpen our focus on our core senior living operations, we are (and have been) executing on initiatives to reduce the complexity of our business and to ensure appropriate risk-reward tradeoffs in our highly regulated product lines. Such initiatives include exiting our entry fee CCRC business and continuing to optimize our management services business.
|
•
|
Senior Living Portfolio. Since initiating our operational turnaround strategy in early 2018, we have continued our portfolio optimization initiative through which we have disposed of owned and leased communities and restructured leases. Such transactions have included restructuring our leases with our three largest landlords, sales of 36 owned communities, and dispositions of substantially all of our interests in unconsolidated ventures (including our equity interests in 14 entry fee CCRCs). As we emerge from our disposition phase, we intend to (i) increase our ownership percentage in our senior housing portfolio through acquiring leased or managed communities and exiting underperforming leases when possible, (ii) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (iii) formalize and execute an ongoing capital recycling program, including opportunistically selling certain communities to invest in expansion of our existing communities and the acquisition or development of newer communities with lower capital expenditure needs, and (iv) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities such as de novo development and selective acquisitions of senior living communities and operating companies. We will continue to invest in our development capital expenditures program through which we expand, renovate, reposition, and redevelop selected existing senior living communities where economically advantageous. For 2020, we expect to continue to pursue non-development capital expenditures at higher-than-typical amounts, but at significantly less than 2019 amounts. Beginning in 2021, we expect our annual community-level capital expenditures to be between $2,000 and $2,500 per weighted average unit.
|
•
|
Expansion of Healthcare and Service Platform. Our vision is to enable those we serve to live well by offering the most integrated and highest-quality healthcare and wellness platform in the senior living industry. We intend to pilot a more integrated healthcare service model in certain markets in 2020. We also intend to pursue initiatives designed to accelerate growth in our healthcare services business, primarily by growing our hospice and home health business lines, and to grow our private duty business. Such initiatives may include further acquisitions of hospice agencies or certificates of need in our geographic footprint, further expansion of our services to seniors living outside our communities, implementation of improvements to our sales and marketing efforts associated with our healthcare services business, and pursuit of additional or expanded relationships with managed care providers. We believe the successful execution of these initiatives will increase our revenues and improve the results of operations of our Health Care Services segment and that the overall implementation of our integrated
|
•
|
Driving Innovation and Leveraging Technology. We are engaged in a variety of innovation initiatives and over time plan to pilot and test new ideas, technologies, and operating models in order to enhance our residents' experience, improve outcomes, and increase average length of stay and occupancy. With our technology platform, we also expect to identify solutions to reduce complexity, increase productivity, lower costs, and increase our ability to partner with third parties.
|
•
|
restructured our triple-net lease portfolios with our three largest lessors;
|
•
|
terminated our triple-net lease obligations on an aggregate of 99 communities;
|
•
|
acquired 32 formerly-leased or managed communities;
|
•
|
disposed of an aggregate of 36 owned communities generating $288.3 million of proceeds, net of related debt and transaction costs;
|
•
|
sold substantially all of our interests in unconsolidated ventures, including our entry fee CCRC venture; and
|
•
|
reduced our management of communities on behalf of former unconsolidated ventures and third parties.
|
•
|
CCRC Venture Transaction. Pursuant to the Purchase Agreement, on January 31, 2020, Healthpeak acquired our 51% ownership interest in the CCRC Venture, which held 14 entry fee CCRCs (6,383 units) for a total purchase price of $295.2 million (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment), which remains subject to a post-closing net working capital adjustment. At the closing, the parties terminated our existing management agreements with the 14 entry fee CCRCs, Healthpeak paid us a $100.0 million management agreement termination fee, and we transitioned operations of the entry fee CCRCs to a new operator. Prior to the January 31, 2020 closing, the parties moved two entry fee CCRCs (889 units) into a new unconsolidated venture on substantially the same terms as the CCRC Venture to accommodate the sale of such two communities at a future date.
|
•
|
Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated our existing master lease pursuant to which we continue to lease 25 communities (2,711 units) from Healthpeak, and we acquired 18 communities (2,014 units) from Healthpeak, at which time the 18 communities were removed from the master lease. At the closing, we paid $405.5 million to acquire such communities and to reduce our annual rent under the amended and restated master lease. We funded the community acquisitions with $192.6 million of non-recourse mortgage financing and the proceeds from the multi-part transaction. The Company expects to obtain approximately $30.0 million of additional non-recourse mortgage financing on the communities. In addition, Healthpeak has agreed to transition one leased community (159 units) to a successor operator. With respect to the continuing 24 communities (2,552 units), the amended and restated master lease: (i) has an initial term to expire on December 31, 2027, subject to two extension options at our election for ten years each, which must be exercised with respect to the entire pool of leased communities; (ii) the initial annual base rent for the 24 communities is approximately $41.7 million and is subject to an escalator of 2.4% per annum on April 1st of each year; and (iii) Healthpeak has agreed to make available up to $35 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0%.
|
|
Year Ended December 31, 2019
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
544,558
|
|
|
$
|
—
|
|
|
$
|
544,558
|
|
Assisted Living and Memory Care
|
1,815,938
|
|
|
20,891
|
|
|
1,795,047
|
|
|||
CCRCs
|
402,175
|
|
|
33,189
|
|
|
368,986
|
|
|||
Senior housing resident fees
|
$
|
2,762,671
|
|
|
$
|
54,080
|
|
|
$
|
2,708,591
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
$
|
340,817
|
|
|
$
|
—
|
|
|
$
|
340,817
|
|
Assisted Living and Memory Care
|
1,297,302
|
|
|
18,249
|
|
|
1,279,053
|
|
|||
CCRCs
|
330,103
|
|
|
34,128
|
|
|
295,975
|
|
|||
Senior housing facility operating expense
|
$
|
1,968,222
|
|
|
$
|
52,377
|
|
|
$
|
1,915,845
|
|
Cash lease payments
|
$
|
377,714
|
|
|
$
|
1,694
|
|
|
$
|
376,020
|
|
|
Year Ended December 31, 2018
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
599,977
|
|
|
$
|
81,280
|
|
|
$
|
518,697
|
|
Assisted Living and Memory Care
|
1,995,851
|
|
|
256,038
|
|
|
1,739,813
|
|
|||
CCRCs
|
416,408
|
|
|
53,215
|
|
|
363,193
|
|
|||
Senior housing resident fees
|
$
|
3,012,236
|
|
|
$
|
390,533
|
|
|
$
|
2,621,703
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
$
|
359,368
|
|
|
$
|
48,154
|
|
|
$
|
311,214
|
|
Assisted Living and Memory Care
|
1,366,869
|
|
|
187,411
|
|
|
1,179,458
|
|
|||
CCRCs
|
324,196
|
|
|
50,971
|
|
|
273,225
|
|
|||
Senior housing facility operating expense
|
$
|
2,050,433
|
|
|
$
|
286,536
|
|
|
$
|
1,763,897
|
|
Cash lease payments
|
$
|
457,388
|
|
|
$
|
84,041
|
|
|
$
|
373,347
|
|
|
Year Ended December 31, 2017
|
||||||||||
(in thousands)
|
Actual Results
|
|
Amounts Attributable to Completed Dispositions
|
|
Actual Results Less Amounts Attributable to Completed Dispositions
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
654,196
|
|
|
$
|
152,190
|
|
|
$
|
502,006
|
|
Assisted Living and Memory Care
|
2,210,688
|
|
|
476,677
|
|
|
1,734,011
|
|
|||
CCRCs
|
468,994
|
|
|
113,493
|
|
|
355,501
|
|
|||
Senior housing resident fees
|
$
|
3,333,878
|
|
|
$
|
742,360
|
|
|
$
|
2,591,518
|
|
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
$
|
382,779
|
|
|
$
|
90,134
|
|
|
$
|
292,645
|
|
Assisted Living and Memory Care
|
1,461,630
|
|
|
336,314
|
|
|
1,125,316
|
|
|||
CCRCs
|
362,832
|
|
|
103,130
|
|
|
259,702
|
|
|||
Senior housing facility operating expense
|
$
|
2,207,241
|
|
|
$
|
529,578
|
|
|
$
|
1,677,663
|
|
Cash lease payments
|
$
|
552,903
|
|
|
$
|
178,187
|
|
|
$
|
374,716
|
|
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Number of communities
|
|
|
|
|
|
|||
Independent Living
|
—
|
|
|
17
|
|
|
10
|
|
Assisted Living and Memory Care
|
20
|
|
|
91
|
|
|
86
|
|
CCRCs
|
4
|
|
|
3
|
|
|
12
|
|
Total
|
24
|
|
|
111
|
|
|
108
|
|
Total units
|
|
|
|
|
|
|||
Independent Living
|
—
|
|
|
2,864
|
|
|
2,078
|
|
Assisted Living and Memory Care
|
1,600
|
|
|
7,437
|
|
|
5,858
|
|
CCRCs
|
827
|
|
|
547
|
|
|
2,389
|
|
Total
|
2,427
|
|
|
10,848
|
|
|
10,325
|
|
(in thousands)
|
Amounts Attributable to Planned Dispositions
|
||
Resident fees
|
|
||
Assisted Living and Memory Care
|
$
|
2,119
|
|
CCRCs
|
26,671
|
|
|
Senior housing resident fees
|
$
|
28,790
|
|
Facility operating expense
|
|
||
Assisted Living and Memory Care
|
$
|
2,463
|
|
CCRCs
|
27,401
|
|
|
Senior housing facility operating expense
|
$
|
29,864
|
|
•
|
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 which generally excludes assets held for sale, acquisitions, and dispositions since the beginning of the prior year, and certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects) and, for the 2019 period, exclude the additional resident fee revenue and facility operating expense recognized as a result of application of 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 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 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.
|
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Total revenue
|
$
|
4,057,088
|
|
|
$
|
4,531,426
|
|
|
$
|
(474,338
|
)
|
|
(10.5
|
)%
|
Facility operating expense
|
2,390,495
|
|
|
2,453,328
|
|
|
(62,833
|
)
|
|
(2.6
|
)%
|
|||
Net income (loss)
|
(268,492
|
)
|
|
(528,352
|
)
|
|
(259,860
|
)
|
|
(49.2
|
)%
|
|||
Adjusted EBITDA
|
401,169
|
|
|
537,681
|
|
|
(136,512
|
)
|
|
(25.4
|
)%
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Resident fees
|
$
|
2,762,671
|
|
|
$
|
3,012,236
|
|
|
$
|
(249,565
|
)
|
|
(8.3
|
)%
|
Facility operating expense
|
$
|
1,968,222
|
|
|
$
|
2,050,433
|
|
|
$
|
(82,211
|
)
|
|
(4.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
663
|
|
|
687
|
|
|
(24
|
)
|
|
(3.5
|
)%
|
|||
Number of units (period end)
|
54,181
|
|
|
56,492
|
|
|
(2,311
|
)
|
|
(4.1
|
)%
|
|||
Total average units
|
55,501
|
|
|
63,170
|
|
|
(7,669
|
)
|
|
(12.1
|
)%
|
|||
RevPAR
|
$
|
4,106
|
|
|
$
|
3,972
|
|
|
$
|
134
|
|
|
3.4
|
%
|
Occupancy rate (weighted average)
|
83.9
|
%
|
|
84.3
|
%
|
|
(40
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
4,893
|
|
|
$
|
4,712
|
|
|
$
|
181
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
$
|
2,479,349
|
|
|
$
|
2,433,847
|
|
|
$
|
45,502
|
|
|
1.9
|
%
|
Facility operating expense
|
$
|
1,707,900
|
|
|
$
|
1,625,026
|
|
|
$
|
82,874
|
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities
|
637
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|||
Total average units
|
49,777
|
|
|
49,797
|
|
|
(20
|
)
|
|
—
|
|
|||
RevPAR
|
$
|
4,148
|
|
|
$
|
4,070
|
|
|
$
|
78
|
|
|
1.9
|
%
|
Occupancy rate (weighted average)
|
84.5
|
%
|
|
85.3
|
%
|
|
(80
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
4,910
|
|
|
$
|
4,770
|
|
|
$
|
140
|
|
|
2.9
|
%
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Resident fees
|
$
|
544,558
|
|
|
$
|
599,977
|
|
|
$
|
(55,419
|
)
|
|
(9.2
|
)%
|
Facility operating expense
|
$
|
340,817
|
|
|
$
|
359,368
|
|
|
$
|
(18,551
|
)
|
|
(5.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
68
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|||
Number of units (period end)
|
12,514
|
|
|
12,419
|
|
|
95
|
|
|
0.8
|
%
|
|||
Total average units
|
12,474
|
|
|
14,164
|
|
|
(1,690
|
)
|
|
(11.9
|
)%
|
|||
RevPAR
|
$
|
3,580
|
|
|
$
|
3,530
|
|
|
$
|
50
|
|
|
1.4
|
%
|
Occupancy rate (weighted average)
|
89.2
|
%
|
|
88.8
|
%
|
|
40
|
bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
4,014
|
|
|
$
|
3,977
|
|
|
$
|
37
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
$
|
474,656
|
|
|
$
|
462,918
|
|
|
$
|
11,738
|
|
|
2.5
|
%
|
Facility operating expense
|
$
|
286,328
|
|
|
$
|
274,558
|
|
|
$
|
11,770
|
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities
|
62
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|||
Total average units
|
11,061
|
|
|
11,076
|
|
|
(15
|
)
|
|
(0.1
|
)%
|
|||
RevPAR
|
$
|
3,576
|
|
|
$
|
3,483
|
|
|
$
|
93
|
|
|
2.7
|
%
|
Occupancy rate (weighted average)
|
89.7
|
%
|
|
89.6
|
%
|
|
10
|
bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
3,986
|
|
|
$
|
3,889
|
|
|
$
|
97
|
|
|
2.5
|
%
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Resident fees
|
$
|
1,815,938
|
|
|
$
|
1,995,851
|
|
|
$
|
(179,913
|
)
|
|
(9.0
|
)%
|
Facility operating expense
|
$
|
1,297,302
|
|
|
$
|
1,366,869
|
|
|
$
|
(69,567
|
)
|
|
(5.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
573
|
|
|
593
|
|
|
(20
|
)
|
|
(3.4
|
)%
|
|||
Number of units (period end)
|
35,956
|
|
|
37,500
|
|
|
(1,544
|
)
|
|
(4.1
|
)%
|
|||
Total average units
|
36,560
|
|
|
42,229
|
|
|
(5,669
|
)
|
|
(13.4
|
)%
|
|||
RevPAR
|
$
|
4,106
|
|
|
$
|
3,939
|
|
|
$
|
167
|
|
|
4.2
|
%
|
Occupancy rate (weighted average)
|
82.6
|
%
|
|
83.0
|
%
|
|
(40
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
4,971
|
|
|
$
|
4,747
|
|
|
$
|
224
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
$
|
1,718,958
|
|
|
$
|
1,684,822
|
|
|
$
|
34,136
|
|
|
2.0
|
%
|
Facility operating expense
|
$
|
1,198,347
|
|
|
$
|
1,137,011
|
|
|
$
|
61,336
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities
|
558
|
|
|
558
|
|
|
—
|
|
|
—
|
|
|||
Total average units
|
34,460
|
|
|
34,463
|
|
|
(3
|
)
|
|
—
|
|
|||
RevPAR
|
$
|
4,157
|
|
|
$
|
4,074
|
|
|
$
|
83
|
|
|
2.0
|
%
|
Occupancy rate (weighted average)
|
83.1
|
%
|
|
84.1
|
%
|
|
(100
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
5,005
|
|
|
$
|
4,844
|
|
|
$
|
161
|
|
|
3.3
|
%
|
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Resident fees
|
$
|
402,175
|
|
|
$
|
416,408
|
|
|
$
|
(14,233
|
)
|
|
(3.4
|
)%
|
Facility operating expense
|
$
|
330,103
|
|
|
$
|
324,196
|
|
|
$
|
5,907
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
22
|
|
|
26
|
|
|
(4
|
)
|
|
(15.4
|
)%
|
|||
Number of units (period end)
|
5,711
|
|
|
6,573
|
|
|
(862
|
)
|
|
(13.1
|
)%
|
|||
Total average units
|
6,467
|
|
|
6,777
|
|
|
(310
|
)
|
|
(4.6
|
)%
|
|||
RevPAR
|
$
|
5,123
|
|
|
$
|
5,100
|
|
|
$
|
23
|
|
|
0.5
|
%
|
Occupancy rate (weighted average)
|
81.3
|
%
|
|
83.2
|
%
|
|
(190
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
6,298
|
|
|
$
|
6,132
|
|
|
$
|
166
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Community Operating Results and Data
|
|
|
|
|
|
|
|
|||||||
Resident fees
|
$
|
285,735
|
|
|
$
|
286,107
|
|
|
$
|
(372
|
)
|
|
(0.1
|
)%
|
Facility operating expense
|
$
|
223,225
|
|
|
$
|
213,457
|
|
|
$
|
9,768
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|||
Total average units
|
4,256
|
|
|
4,258
|
|
|
(2
|
)
|
|
—
|
|
|||
RevPAR
|
$
|
5,562
|
|
|
$
|
5,570
|
|
|
$
|
(8
|
)
|
|
(0.1
|
)%
|
Occupancy rate (weighted average)
|
82.4
|
%
|
|
84.2
|
%
|
|
(180
|
) bps
|
|
n/a
|
|
|||
RevPOR
|
$
|
6,748
|
|
|
$
|
6,611
|
|
|
$
|
137
|
|
|
2.1
|
%
|
(in thousands, except census and treatment codes)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Resident fees
|
$
|
447,260
|
|
|
$
|
436,975
|
|
|
$
|
10,285
|
|
|
2.4
|
%
|
Facility operating expense
|
$
|
422,273
|
|
|
$
|
402,895
|
|
|
$
|
19,378
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Home health average daily census
|
15,457
|
|
|
15,238
|
|
|
219
|
|
|
1.4
|
%
|
|||
Hospice average daily census
|
1,580
|
|
|
1,359
|
|
|
221
|
|
|
16.3
|
%
|
|||
Outpatient therapy treatment codes
|
680,879
|
|
|
683,348
|
|
|
(2,469
|
)
|
|
(0.4
|
)%
|
(in thousands, except communities, units, and occupancy)
|
Year Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Management fees
|
$
|
57,108
|
|
|
$
|
71,986
|
|
|
$
|
(14,878
|
)
|
|
(20.7
|
)%
|
Reimbursed costs incurred on behalf of managed communities
|
$
|
790,049
|
|
|
$
|
1,010,229
|
|
|
$
|
(220,180
|
)
|
|
(21.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Number of communities (period end)
|
100
|
|
|
205
|
|
|
(105
|
)
|
|
(51.2
|
)%
|
|||
Number of units (period end)
|
18,086
|
|
|
27,787
|
|
|
(9,701
|
)
|
|
(34.9
|
)%
|
|||
Total average units
|
21,769
|
|
|
31,392
|
|
|
(9,623
|
)
|
|
(30.7
|
)%
|
|||
Occupancy rate (weighted average)
|
83.3
|
%
|
|
83.9
|
%
|
|
(60
|
) bps
|
|
n/a
|
|
(in thousands)
|
Years Ended
December 31, |
|
Increase (Decrease)
|
|||||||||||
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
General and administrative expense
|
$
|
219,289
|
|
|
$
|
259,475
|
|
|
$
|
(40,186
|
)
|
|
(15.5
|
)%
|
Facility operating lease expense
|
269,666
|
|
|
303,294
|
|
|
(33,628
|
)
|
|
(11.1
|
)%
|
|||
Depreciation and amortization
|
379,433
|
|
|
447,455
|
|
|
(68,022
|
)
|
|
(15.2
|
)%
|
|||
Goodwill and asset impairment
|
49,266
|
|
|
489,893
|
|
|
(440,627
|
)
|
|
(89.9
|
)%
|
|||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
162,001
|
|
|
(158,613
|
)
|
|
(97.9
|
)%
|
|||
Costs incurred on behalf of managed communities
|
790,049
|
|
|
1,010,229
|
|
|
(220,180
|
)
|
|
(21.8
|
)%
|
|||
Interest income
|
9,859
|
|
|
9,846
|
|
|
13
|
|
|
0.1
|
%
|
|||
Interest expense
|
(248,341
|
)
|
|
(280,269
|
)
|
|
(31,928
|
)
|
|
(11.4
|
)%
|
|||
Debt modification and extinguishment costs
|
(5,247
|
)
|
|
(11,677
|
)
|
|
(6,430
|
)
|
|
(55.1
|
)%
|
|||
Equity in earnings (loss) of unconsolidated ventures
|
(4,544
|
)
|
|
(8,804
|
)
|
|
(4,260
|
)
|
|
(48.4
|
)%
|
|||
Gain (loss) on sale of assets, net
|
7,245
|
|
|
293,246
|
|
|
(286,001
|
)
|
|
(97.5
|
)%
|
|||
Other non-operating income (loss)
|
14,765
|
|
|
14,099
|
|
|
666
|
|
|
4.7
|
%
|
|||
Benefit (provision) for income taxes
|
2,269
|
|
|
49,456
|
|
|
(47,187
|
)
|
|
(95.4
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(in thousands)
|
2019
|
|
2018
|
|
Amount
|
|
Percent
|
|||||||
Net cash provided by (used in) operating activities
|
$
|
216,412
|
|
|
$
|
203,961
|
|
|
$
|
12,451
|
|
|
6.1
|
%
|
Net cash provided by (used in) investing activities
|
(225,539
|
)
|
|
288,774
|
|
|
(514,313
|
)
|
|
NM
|
|
|||
Net cash provided by (used in) financing activities
|
(139,394
|
)
|
|
(325,063
|
)
|
|
(185,669
|
)
|
|
(57.1
|
)%
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(148,521
|
)
|
|
167,672
|
|
|
(316,193
|
)
|
|
NM
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
450,218
|
|
|
282,546
|
|
|
167,672
|
|
|
59.3
|
%
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
301,697
|
|
|
$
|
450,218
|
|
|
$
|
(148,521
|
)
|
|
(33.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Adjusted Free Cash Flow
|
$
|
(76,404
|
)
|
|
$
|
4,118
|
|
|
$
|
(80,522
|
)
|
|
NM
|
|
•
|
cash balances on hand, cash equivalents, and marketable securities;
|
•
|
cash flows from operations;
|
•
|
proceeds from our credit facilities;
|
•
|
funds generated through unconsolidated venture arrangements;
|
•
|
proceeds from mortgage financing, refinancing of various assets, or sale-leaseback transactions;
|
•
|
funds raised in the debt or equity markets; and
|
•
|
proceeds from the disposition of assets.
|
•
|
working capital;
|
•
|
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration, lease termination and restructuring costs, and transaction and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment, and repositioning of our current communities and the development of new communities;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchases of common stock under our share repurchase authorizations;
|
•
|
other corporate initiatives (including integration, information systems, branding, and other strategic projects); and
|
•
|
prior to 2009, dividend payments.
|
•
|
working capital;
|
•
|
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration;
|
•
|
transaction costs and expansion of our healthcare services;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment, and repositioning of our existing communities;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchases of common stock under our share repurchase authorization; and
|
•
|
other corporate initiatives (including information systems and other strategic projects).
|
(in millions)
|
Actual 2019
|
||
Community-level capital expenditures, net (1)
|
$
|
203.9
|
|
Corporate (2)
|
31.9
|
|
|
Non-development capital expenditures, net (3)
|
235.8
|
|
|
Development capital expenditures, net
|
24.6
|
|
|
Total capital expenditures, net
|
$
|
260.4
|
|
(1)
|
Reflects the amount invested, net of lessor reimbursements of $34.8 million.
|
(2)
|
Includes $6.1 million of remediation costs at our communities resulting from hurricanes and $5.3 million for the acquisition of emergency power generators at certain Florida communities during 2019 in order to comply with legislation adopted in Florida requiring skilled nursing homes and assisted living and memory care communities to obtain generators and fuel necessary to sustain operations and maintain comfortable temperatures in the event of a power outage.
|
(3)
|
Amount is included in Adjusted Free Cash Flow.
|
|
|
|
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||
(in millions)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
||||||||||||||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Long-term debt and line of credit obligations (1)
|
$
|
4,456.4
|
|
|
$
|
500.1
|
|
|
$
|
475.7
|
|
|
$
|
443.6
|
|
|
$
|
338.5
|
|
|
$
|
396.9
|
|
|
$
|
2,301.6
|
|
Financing lease obligations (2)
|
771.7
|
|
|
84.9
|
|
|
85.9
|
|
|
87.1
|
|
|
88.5
|
|
|
90.3
|
|
|
335.0
|
|
|||||||
Operating lease obligations (3)
|
2,002.6
|
|
|
313.1
|
|
|
298.5
|
|
|
294.5
|
|
|
290.2
|
|
|
277.3
|
|
|
529.0
|
|
|||||||
Total contractual obligations
|
$
|
7,230.7
|
|
|
$
|
898.1
|
|
|
$
|
860.1
|
|
|
$
|
825.2
|
|
|
$
|
717.2
|
|
|
$
|
764.5
|
|
|
$
|
3,165.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total commercial construction commitments
|
$
|
21.3
|
|
|
$
|
19.7
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2019 rate.
|
(2)
|
Reflects future cash lease payments after giving effect to fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the applicable index or rate as of December 31, 2019. The cash payments for financing lease obligations exclude $556.7 million of financing lease obligations recognized on our consolidated balance sheet for purchase option liabilities (for which $39.3 million of cash was paid on January 22, 2020 for the acquisition of eight leased communities pursuant to our exercise of a purchase option) and for sale-leaseback transactions in which we have not transferred control of the underlying asset.
|
(3)
|
Reflects future cash payments after giving effect to fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the applicable index or rate as of December 31, 2019.
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(268,492
|
)
|
|
$
|
(528,352
|
)
|
Provision (benefit) for income taxes
|
(2,269
|
)
|
|
(49,456
|
)
|
||
Equity in (earnings) loss of unconsolidated ventures
|
4,544
|
|
|
8,804
|
|
||
Debt modification and extinguishment costs
|
5,247
|
|
|
11,677
|
|
||
Loss (gain) on sale of assets, net
|
(7,245
|
)
|
|
(293,246
|
)
|
||
Other non-operating (income) loss
|
(14,765
|
)
|
|
(14,099
|
)
|
||
Interest expense
|
248,341
|
|
|
280,269
|
|
||
Interest income
|
(9,859
|
)
|
|
(9,846
|
)
|
||
Income (loss) from operations
|
(44,498
|
)
|
|
(594,249
|
)
|
||
Depreciation and amortization
|
379,433
|
|
|
447,455
|
|
||
Goodwill and asset impairment
|
49,266
|
|
|
489,893
|
|
||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
162,001
|
|
||
Operating lease expense adjustment
|
(19,453
|
)
|
|
(17,218
|
)
|
||
Amortization of deferred gain
|
—
|
|
|
(4,358
|
)
|
||
Non-cash stock-based compensation expense
|
23,026
|
|
|
26,067
|
|
||
Transaction and organizational restructuring costs
|
10,007
|
|
|
28,090
|
|
||
Adjusted EBITDA (1)
|
$
|
401,169
|
|
|
$
|
537,681
|
|
(1)
|
Adjusted EBITDA for the year ended December 31, 2019 includes a negative non-recurring net impact of $23.1 million from the application of the new lease accounting standard effective January 1, 2019.
|
|
Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
216,412
|
|
|
$
|
203,961
|
|
Net cash provided by (used in) investing activities
|
(225,539
|
)
|
|
288,774
|
|
||
Net cash provided by (used in) financing activities
|
(139,394
|
)
|
|
(325,063
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
$
|
(148,521
|
)
|
|
$
|
167,672
|
|
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
216,412
|
|
|
$
|
203,961
|
|
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(3,472
|
)
|
|
(2,896
|
)
|
||
Changes in operating lease liability related to lease termination
|
—
|
|
|
33,596
|
|
||
Cash paid for loss on facility operating lease termination and modification, net
|
—
|
|
|
21,044
|
|
||
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases
|
(31,305
|
)
|
|
(10,400
|
)
|
||
Non-development capital expenditures, net
|
(235,797
|
)
|
|
(182,249
|
)
|
||
Property insurance proceeds
|
—
|
|
|
1,292
|
|
||
Payment of financing lease obligations
|
(22,242
|
)
|
|
(59,808
|
)
|
||
Proceeds from refundable entrance fees, net of refunds
|
—
|
|
|
(422
|
)
|
||
Adjusted Free Cash Flow
|
$
|
(76,404
|
)
|
|
$
|
4,118
|
|
(1)
|
The calculation of Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $10.0 million and $28.1 million for the years ended December 31, 2019 and 2018, respectively.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
PAGE
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
240,227
|
|
|
$
|
398,267
|
|
Marketable securities
|
68,567
|
|
|
14,855
|
|
||
Restricted cash
|
26,856
|
|
|
27,683
|
|
||
Accounts receivable, net
|
133,613
|
|
|
133,905
|
|
||
Assets held for sale
|
42,671
|
|
|
93,117
|
|
||
Prepaid expenses and other current assets, net
|
84,241
|
|
|
106,189
|
|
||
Total current assets
|
596,175
|
|
|
774,016
|
|
||
Property, plant and equipment and leasehold intangibles, net
|
5,109,834
|
|
|
5,275,427
|
|
||
Operating lease right-of-use assets
|
1,159,738
|
|
|
—
|
|
||
Restricted cash
|
34,614
|
|
|
24,268
|
|
||
Investment in unconsolidated ventures
|
21,210
|
|
|
27,528
|
|
||
Goodwill
|
154,131
|
|
|
154,131
|
|
||
Other intangible assets, net
|
35,198
|
|
|
51,472
|
|
||
Other assets, net
|
83,533
|
|
|
160,418
|
|
||
Total assets
|
$
|
7,194,433
|
|
|
$
|
6,467,260
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
339,413
|
|
|
$
|
294,426
|
|
Current portion of financing lease obligations
|
63,146
|
|
|
23,135
|
|
||
Current portion of operating lease obligations
|
193,587
|
|
|
—
|
|
||
Trade accounts payable
|
104,721
|
|
|
95,049
|
|
||
Accrued expenses
|
266,703
|
|
|
298,227
|
|
||
Refundable fees and deferred revenue
|
79,402
|
|
|
62,494
|
|
||
Total current liabilities
|
1,046,972
|
|
|
773,331
|
|
||
Long-term debt, less current portion
|
3,215,710
|
|
|
3,345,754
|
|
||
Financing lease obligations, less current portion
|
771,434
|
|
|
851,341
|
|
||
Operating lease obligations, less current portion
|
1,277,178
|
|
|
—
|
|
||
Deferred liabilities
|
7,569
|
|
|
262,761
|
|
||
Deferred tax liability
|
15,397
|
|
|
18,371
|
|
||
Other liabilities
|
161,448
|
|
|
197,289
|
|
||
Total liabilities
|
6,495,708
|
|
|
5,448,847
|
|
||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2019 and December 31, 2018; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2019 and December 31, 2018; 199,593,343 and 196,815,254 shares issued and 192,128,586 and 192,356,051 shares outstanding (including 7,252,459 and 5,756,435 unvested restricted shares), respectively
|
1,996
|
|
|
1,968
|
|
||
Additional paid-in-capital
|
4,172,099
|
|
|
4,151,147
|
|
||
Treasury stock, at cost; 7,464,757 and 4,459,203 shares at December 31, 2019 and December 31, 2018, respectively
|
(84,651
|
)
|
|
(64,940
|
)
|
||
Accumulated deficit
|
(3,393,088
|
)
|
|
(3,069,272
|
)
|
||
Total Brookdale Senior Living Inc. stockholders' equity
|
696,356
|
|
|
1,018,903
|
|
||
Noncontrolling interest
|
2,369
|
|
|
(490
|
)
|
||
Total equity
|
698,725
|
|
|
1,018,413
|
|
||
Total liabilities and equity
|
$
|
7,194,433
|
|
|
$
|
6,467,260
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
||||||
Resident fees
|
$
|
3,209,931
|
|
|
$
|
3,449,211
|
|
|
$
|
3,780,140
|
|
Management fees
|
57,108
|
|
|
71,986
|
|
|
75,845
|
|
|||
Reimbursed costs incurred on behalf of managed communities
|
790,049
|
|
|
1,010,229
|
|
|
891,131
|
|
|||
Total revenue
|
4,057,088
|
|
|
4,531,426
|
|
|
4,747,116
|
|
|||
|
|
|
|
|
|
||||||
Expense
|
|
|
|
|
|
||||||
Facility operating expense (excluding facility depreciation and amortization of $349,215, $407,427 and $430,288, respectively)
|
2,390,495
|
|
|
2,453,328
|
|
|
2,602,155
|
|
|||
General and administrative expense (including non-cash stock-based compensation expense of $23,026, $26,067 and $27,832, respectively)
|
219,289
|
|
|
259,475
|
|
|
278,019
|
|
|||
Facility operating lease expense
|
269,666
|
|
|
303,294
|
|
|
339,721
|
|
|||
Depreciation and amortization
|
379,433
|
|
|
447,455
|
|
|
482,077
|
|
|||
Goodwill and asset impairment
|
49,266
|
|
|
489,893
|
|
|
409,782
|
|
|||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
162,001
|
|
|
14,276
|
|
|||
Costs incurred on behalf of managed communities
|
790,049
|
|
|
1,010,229
|
|
|
891,131
|
|
|||
Total operating expense
|
4,101,586
|
|
|
5,125,675
|
|
|
5,017,161
|
|
|||
Income (loss) from operations
|
(44,498
|
)
|
|
(594,249
|
)
|
|
(270,045
|
)
|
|||
|
|
|
|
|
|
||||||
Interest income
|
9,859
|
|
|
9,846
|
|
|
4,623
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Debt
|
(177,718
|
)
|
|
(188,505
|
)
|
|
(172,635
|
)
|
|||
Financing lease obligations
|
(66,353
|
)
|
|
(83,604
|
)
|
|
(140,664
|
)
|
|||
Amortization of deferred financing costs and debt discount
|
(4,057
|
)
|
|
(7,757
|
)
|
|
(12,681
|
)
|
|||
Change in fair value of derivatives
|
(213
|
)
|
|
(403
|
)
|
|
(174
|
)
|
|||
Debt modification and extinguishment costs
|
(5,247
|
)
|
|
(11,677
|
)
|
|
(12,409
|
)
|
|||
Equity in earnings (loss) of unconsolidated ventures
|
(4,544
|
)
|
|
(8,804
|
)
|
|
(14,827
|
)
|
|||
Gain (loss) on sale of assets, net
|
7,245
|
|
|
293,246
|
|
|
19,273
|
|
|||
Other non-operating income (loss)
|
14,765
|
|
|
14,099
|
|
|
11,418
|
|
|||
Income (loss) before income taxes
|
(270,761
|
)
|
|
(577,808
|
)
|
|
(588,121
|
)
|
|||
Benefit (provision) for income taxes
|
2,269
|
|
|
49,456
|
|
|
16,515
|
|
|||
Net income (loss)
|
(268,492
|
)
|
|
(528,352
|
)
|
|
(571,606
|
)
|
|||
Net (income) loss attributable to noncontrolling interest
|
561
|
|
|
94
|
|
|
187
|
|
|||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(267,931
|
)
|
|
$
|
(528,258
|
)
|
|
$
|
(571,419
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(1.44
|
)
|
|
$
|
(2.82
|
)
|
|
$
|
(3.07
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing basic and diluted net loss per share
|
185,907
|
|
|
187,468
|
|
|
186,155
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total equity, balance at beginning of period
|
$
|
1,018,413
|
|
|
$
|
1,530,291
|
|
|
$
|
2,077,732
|
|
|
|
|
|
|
|
||||||
Common stock:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
1,968
|
|
|
$
|
1,913
|
|
|
$
|
1,900
|
|
Issuance of common stock under Associate Stock Purchase Plan
|
2
|
|
|
1
|
|
|
2
|
|
|||
Restricted stock, net
|
31
|
|
|
26
|
|
|
14
|
|
|||
Shares withheld for employee taxes
|
(5
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Other, net
|
—
|
|
|
32
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
1,996
|
|
|
$
|
1,968
|
|
|
$
|
1,913
|
|
Additional paid-in-capital:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
4,151,147
|
|
|
$
|
4,126,549
|
|
|
$
|
4,102,397
|
|
Compensation expense related to restricted stock grants
|
23,026
|
|
|
26,067
|
|
|
27,832
|
|
|||
Issuance of common stock under Associate Stock Purchase Plan
|
1,160
|
|
|
1,468
|
|
|
2,039
|
|
|||
Restricted stock, net
|
(31
|
)
|
|
(26
|
)
|
|
(14
|
)
|
|||
Shares withheld for employee taxes
|
(3,308
|
)
|
|
(3,057
|
)
|
|
(5,886
|
)
|
|||
Other, net
|
105
|
|
|
146
|
|
|
181
|
|
|||
Balance at end of period
|
$
|
4,172,099
|
|
|
$
|
4,151,147
|
|
|
$
|
4,126,549
|
|
Treasury stock:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(64,940
|
)
|
|
$
|
(56,440
|
)
|
|
$
|
(56,440
|
)
|
Purchase of treasury stock
|
(19,711
|
)
|
|
(8,500
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
(84,651
|
)
|
|
$
|
(64,940
|
)
|
|
$
|
(56,440
|
)
|
Accumulated deficit:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(3,069,272
|
)
|
|
$
|
(2,541,294
|
)
|
|
$
|
(1,969,875
|
)
|
Cumulative effect of change in accounting principle (Note 2)
|
(55,885
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
(267,931
|
)
|
|
(528,258
|
)
|
|
(571,419
|
)
|
|||
Other, net
|
—
|
|
|
280
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(3,393,088
|
)
|
|
$
|
(3,069,272
|
)
|
|
$
|
(2,541,294
|
)
|
Noncontrolling interest:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(490
|
)
|
|
$
|
(437
|
)
|
|
$
|
(250
|
)
|
Net income (loss) attributable to noncontrolling interest
|
(561
|
)
|
|
(94
|
)
|
|
(187
|
)
|
|||
Noncontrolling interest contribution
|
6,566
|
|
|
41
|
|
|
—
|
|
|||
Noncontrolling interest distribution
|
(3,146
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
2,369
|
|
|
$
|
(490
|
)
|
|
$
|
(437
|
)
|
Total equity, balance at end of period
|
$
|
698,725
|
|
|
$
|
1,018,413
|
|
|
$
|
1,530,291
|
|
Common stock share activity
|
|
|
|
|
|
||||||
Outstanding shares of common stock:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
192,356
|
|
|
191,276
|
|
|
190,046
|
|
|||
Issuance of common stock under Associate Stock Purchase Plan
|
181
|
|
|
207
|
|
|
181
|
|
|||
Restricted stock, net
|
3,073
|
|
|
2,593
|
|
|
1,421
|
|
|||
Shares withheld for employee taxes
|
(476
|
)
|
|
(439
|
)
|
|
(372
|
)
|
|||
Purchase of treasury stock
|
(3,005
|
)
|
|
(1,281
|
)
|
|
—
|
|
|||
Balance at end of period
|
192,129
|
|
|
192,356
|
|
|
191,276
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(268,492
|
)
|
|
$
|
(528,352
|
)
|
|
$
|
(571,606
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Debt modification and extinguishment costs
|
5,247
|
|
|
11,677
|
|
|
12,409
|
|
|||
Depreciation and amortization, net
|
383,490
|
|
|
455,212
|
|
|
494,758
|
|
|||
Goodwill and asset impairment
|
49,266
|
|
|
489,893
|
|
|
409,782
|
|
|||
Equity in (earnings) loss of unconsolidated ventures
|
4,544
|
|
|
8,804
|
|
|
14,827
|
|
|||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
3,472
|
|
|
2,896
|
|
|
8,258
|
|
|||
Amortization of deferred gain
|
—
|
|
|
(4,358
|
)
|
|
(4,366
|
)
|
|||
Amortization of entrance fees
|
(1,634
|
)
|
|
(1,670
|
)
|
|
(2,901
|
)
|
|||
Proceeds from deferred entrance fee revenue
|
3,544
|
|
|
3,218
|
|
|
5,712
|
|
|||
Deferred income tax (benefit) provision
|
(2,654
|
)
|
|
(52,367
|
)
|
|
(15,309
|
)
|
|||
Operating lease expense adjustment
|
(19,453
|
)
|
|
(17,218
|
)
|
|
(20,990
|
)
|
|||
Change in fair value of derivatives
|
213
|
|
|
403
|
|
|
174
|
|
|||
Loss (gain) on sale of assets, net
|
(7,245
|
)
|
|
(293,246
|
)
|
|
(19,273
|
)
|
|||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
140,957
|
|
|
14,276
|
|
|||
Non-cash stock-based compensation expense
|
23,026
|
|
|
26,067
|
|
|
27,832
|
|
|||
Non-cash interest expense on financing lease obligations
|
—
|
|
|
10,894
|
|
|
17,744
|
|
|||
Non-cash management contract termination gain
|
(969
|
)
|
|
(8,724
|
)
|
|
—
|
|
|||
Other
|
(8,700
|
)
|
|
(1,292
|
)
|
|
(8,819
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
292
|
|
|
(4,964
|
)
|
|
12,747
|
|
|||
Prepaid expenses and other assets, net
|
55,873
|
|
|
26,762
|
|
|
21,970
|
|
|||
Trade accounts payable and accrued expenses
|
(12,984
|
)
|
|
(37,307
|
)
|
|
(4,527
|
)
|
|||
Refundable fees and deferred revenue
|
(25,117
|
)
|
|
(128
|
)
|
|
(14,339
|
)
|
|||
Operating lease assets and liabilities for lessor capital expenditure reimbursements
|
31,305
|
|
|
10,400
|
|
|
—
|
|
|||
Operating lease assets and liabilities for lease termination
|
—
|
|
|
(33,596
|
)
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
216,412
|
|
|
203,961
|
|
|
378,359
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Change in lease security deposits and lease acquisition deposits, net
|
(859
|
)
|
|
1,163
|
|
|
(2,113
|
)
|
|||
Purchase of marketable securities
|
(186,224
|
)
|
|
(14,823
|
)
|
|
(341,187
|
)
|
|||
Sale and maturities of marketable securities
|
134,000
|
|
|
293,273
|
|
|
50,000
|
|
|||
Capital expenditures, net of related payables
|
(304,092
|
)
|
|
(225,473
|
)
|
|
(213,887
|
)
|
|||
Acquisition of assets, net of related payables and cash received
|
(497
|
)
|
|
(271,771
|
)
|
|
(5,196
|
)
|
|||
Investment in unconsolidated ventures
|
(4,346
|
)
|
|
(9,124
|
)
|
|
(199,017
|
)
|
|||
Distributions received from unconsolidated ventures
|
9,635
|
|
|
12,850
|
|
|
29,035
|
|
|||
Proceeds from sale of assets, net
|
92,735
|
|
|
499,807
|
|
|
70,507
|
|
|||
Proceeds from notes receivable
|
34,109
|
|
|
1,580
|
|
|
975
|
|
|||
Property insurance proceeds
|
—
|
|
|
1,292
|
|
|
8,550
|
|
|||
Net cash provided by (used in) investing activities
|
(225,539
|
)
|
|
288,774
|
|
|
(602,333
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Proceeds from debt
|
321,996
|
|
|
606,921
|
|
|
1,307,205
|
|
|||
Repayment of debt and financing lease obligations
|
(427,923
|
)
|
|
(896,744
|
)
|
|
(1,054,161
|
)
|
|||
Proceeds from line of credit
|
—
|
|
|
200,000
|
|
|
100,000
|
|
|||
Repayment of line of credit
|
—
|
|
|
(200,000
|
)
|
|
(100,000
|
)
|
|||
Purchase of treasury stock, net of related payables
|
(23,955
|
)
|
|
(4,256
|
)
|
|
—
|
|
|||
Payment of financing costs, net of related payables
|
(7,309
|
)
|
|
(16,317
|
)
|
|
(17,269
|
)
|
|||
Proceeds from refundable entrance fees, net of refunds
|
—
|
|
|
(422
|
)
|
|
(2,179
|
)
|
|||
Payments for lease termination
|
—
|
|
|
(12,548
|
)
|
|
(552
|
)
|
|||
Payments of employee taxes for withheld shares
|
(3,313
|
)
|
|
(3,061
|
)
|
|
(5,889
|
)
|
|||
Other
|
1,110
|
|
|
1,364
|
|
|
2,043
|
|
|||
Net cash provided by (used in) financing activities
|
(139,394
|
)
|
|
(325,063
|
)
|
|
229,198
|
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(148,521
|
)
|
|
167,672
|
|
|
5,224
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
450,218
|
|
|
282,546
|
|
|
277,322
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
301,697
|
|
|
$
|
450,218
|
|
|
$
|
282,546
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Current:
|
|
|
|
|
|
||
Real estate tax and property insurance escrows
|
$
|
16,299
|
|
|
$
|
18,177
|
|
Replacement reserve escrows
|
9,071
|
|
|
8,273
|
|
||
Resident deposits
|
475
|
|
|
489
|
|
||
Other
|
1,011
|
|
|
744
|
|
||
Subtotal
|
26,856
|
|
|
27,683
|
|
||
Long term:
|
|
|
|
|
|
||
Insurance deposits
|
23,692
|
|
|
14,370
|
|
||
CCRCs escrows
|
10,641
|
|
|
9,618
|
|
||
Debt service reserve
|
281
|
|
|
280
|
|
||
Subtotal
|
34,614
|
|
|
24,268
|
|
||
Total
|
$
|
61,470
|
|
|
$
|
51,951
|
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
|
40
|
Furniture and equipment
|
|
3 – 10
|
Resident lease intangibles
|
|
1 – 3
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Resident fees
|
|
|
|
|
|
||||||
Independent Living
|
$
|
—
|
|
|
$
|
81,280
|
|
|
$
|
152,190
|
|
Assisted Living and Memory Care
|
20,891
|
|
|
256,038
|
|
|
476,677
|
|
|||
CCRCs
|
33,189
|
|
|
53,215
|
|
|
113,493
|
|
|||
Senior housing resident fees
|
54,080
|
|
|
390,533
|
|
|
742,360
|
|
|||
Facility operating expense
|
|
|
|
|
|
||||||
Independent Living
|
—
|
|
|
48,154
|
|
|
90,134
|
|
|||
Assisted Living and Memory Care
|
18,249
|
|
|
187,411
|
|
|
336,314
|
|
|||
CCRCs
|
34,128
|
|
|
50,971
|
|
|
103,130
|
|
|||
Senior housing facility operating expense
|
52,377
|
|
|
286,536
|
|
|
529,578
|
|
|||
Cash lease payments
|
$
|
1,694
|
|
|
$
|
84,041
|
|
|
$
|
178,187
|
|
•
|
CCRC Venture Transaction. Pursuant to the Purchase Agreement, on January 31, 2020, Healthpeak acquired the Company's 51% ownership interest in the CCRC venture, which held 14 entry fee CCRCs for a total purchase price of $295.2 million (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment), which remains subject to a post-closing net working capital adjustment. At the closing, the parties terminated the Company's existing management agreements with the 14 entry fee CCRCs, Healthpeak paid the Company a $100.0 million management agreement termination fee, and the Company transitioned operations of the entry fee CCRCs to a new operator. Prior to the January 31, 2020 closing, the parties moved two entry fee CCRCs into a new unconsolidated
|
•
|
Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated the existing master lease pursuant to which the Company continues to lease 25 communities from Healthpeak, and the Company acquired 18 communities from Healthpeak, at which time the 18 communities were removed from the master lease. At the closing, the Company paid $405.5 million to acquire such communities and to reduce its annual rent under the amended and restated master lease. The Company funded the community acquisitions with $192.6 million of non-recourse mortgage financing and the proceeds from the multi-part transaction. In addition, Healthpeak has agreed to transition one leased community to a successor operator. With respect to the continuing 24 communities, the Company's amended and restated master lease: (i) has an initial term to expire on December 31, 2027, subject to two extension options at the Company's election for ten years each, which must be exercised with respect to the entire pool of leased communities; (ii) the initial annual base rent for the 24 communities is $41.7 million and is subject to an escalator of 2.4% per annum on April 1st of each year; and (iii) Healthpeak has agreed to make available up to $35 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0%.
|
•
|
Lease Terminations. The Company and Welltower agreed to an early termination of the Company's triple-net lease obligations on 37 communities effective June 30, 2018. The communities were part of two lease portfolios due to mature in 2020 (10 communities) and 2028 (27 communities). The Company paid Welltower an aggregate lease termination fee of $58.0 million. The Company agreed to manage the foregoing 37 communities on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period. The Company recognized a $22.6 million loss on lease termination during the year ended December 31, 2018 for the amount by which the aggregate lease termination fee exceeded the net carrying amount of the Company's assets and liabilities under operating and financing leases as of the lease termination date.
|
•
|
Future Lease Terminations. The parties separately agreed to allow the Company to terminate leases with respect to, and to remove from the remaining Welltower leased portfolio, a number of communities with annual aggregate base rent up to $5.0 million upon Welltower's sale of such communities, and the Company would receive a corresponding 6.25% rent credit on Welltower's disposition proceeds. As of December 31, 2019, no leases have been terminated in accordance with the agreement.
|
•
|
RIDEA Restructuring. The Company sold its 20% equity interest in its existing Welltower RIDEA venture to Welltower, effective June 30, 2018 for net proceeds of $33.5 million (for which the Company recognized a $14.7 million gain on sale). The Company agreed to continue to manage the communities in the venture on an interim basis until the communities have been transitioned to new managers, and such communities are reported in the Management Services segment during such interim period.
|
•
|
Master Lease Transactions. The Company and Healthpeak amended and restated triple-net leases covering substantially all of the communities the Company leased from Healthpeak as of November 1, 2017 into the Former Healthpeak Master Lease. During the year ended December 31, 2018, the Company acquired two communities formerly leased for an aggregate purchase price of $35.4 million and leases with respect to 33 communities were terminated, and such communities were removed from the Former Healthpeak Master Lease, which completed the terminations of leases as provided in the Former Healthpeak Master Lease. The Company agreed to manage communities for which leases were terminated on an interim basis until the communities were transitioned to new managers, and such communities are
|
•
|
RIDEA Ventures Restructuring. Pursuant to the multi-part transaction agreement, Healthpeak acquired the Company's 10% ownership interest in one of the Company's RIDEA ventures with Healthpeak in December 2017 for $32.1 million (for which the Company recognized a $7.2 million gain on sale) and the Company's 10% ownership interest in the remaining RIDEA venture with Healthpeak in March 2018 for $62.3 million (for which the Company recognized a $41.7 million gain on sale). The Company provided management services to 59 communities on behalf of the two RIDEA ventures as of November 1, 2017. Pursuant to the multi-part transaction agreement, the Company acquired one community for an aggregate purchase price of $32.1 million in January 2018 and three communities for an aggregate purchase price of $207.4 million in April 2018 and retained management of 18 of such communities. The amended and restated management agreements for such 18 communities have a term set to expire in 2030, subject to certain early termination rights. In addition, Healthpeak was entitled to sell or transition operations and/or management of 37 of such communities. Management agreements for all 37 such communities were terminated by Healthpeak since November of 2017 (for which the Company recognized a $9.7 million non-cash management contract termination gain).
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Goodwill (Note 8)
|
$
|
—
|
|
|
$
|
351.7
|
|
|
$
|
205.0
|
|
Property, plant and equipment and leasehold intangibles, net (Note 7)
|
27.2
|
|
|
78.0
|
|
|
164.4
|
|
|||
Operating lease right-of-use assets (Note 11)
|
10.2
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated ventures (Note 6)
|
—
|
|
|
33.4
|
|
|
25.8
|
|
|||
Other intangible assets, net (Note 8)
|
10.2
|
|
|
9.1
|
|
|
14.6
|
|
|||
Assets held for sale (Note 4)
|
1.3
|
|
|
15.6
|
|
|
—
|
|
|||
Other assets
|
0.4
|
|
|
2.1
|
|
|
—
|
|
|||
Goodwill and asset impairment
|
$
|
49.3
|
|
|
$
|
489.9
|
|
|
$
|
409.8
|
|
(in millions)
|
For the Years Ended December 31,
|
||||||||||
Statement of Operations Information
|
2019
|
|
2018
|
|
2017
|
||||||
Resident fee revenue
|
$
|
436
|
|
|
$
|
793
|
|
|
$
|
1,354
|
|
Facility operating expense
|
(330
|
)
|
|
(592
|
)
|
|
(946
|
)
|
|||
Net income (loss)
|
$
|
(9
|
)
|
|
$
|
(39
|
)
|
|
$
|
(81
|
)
|
(in millions)
|
As of December 31,
|
||||||
Balance Sheet Information
|
2019
|
|
2018
|
||||
Current assets
|
$
|
68
|
|
|
$
|
66
|
|
Noncurrent assets
|
1,100
|
|
|
1,148
|
|
||
Current liabilities
|
537
|
|
|
563
|
|
||
Noncurrent liabilities
|
$
|
735
|
|
|
$
|
715
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Land
|
$
|
450,894
|
|
|
$
|
455,623
|
|
Buildings and improvements
|
4,790,769
|
|
|
4,749,877
|
|
||
Furniture and equipment
|
859,849
|
|
|
805,190
|
|
||
Resident and leasehold operating intangibles
|
317,111
|
|
|
477,827
|
|
||
Construction in progress
|
80,729
|
|
|
57,636
|
|
||
Assets under financing leases and leasehold improvements
|
1,847,493
|
|
|
1,776,649
|
|
||
Property, plant and equipment and leasehold intangibles
|
8,346,845
|
|
|
8,322,802
|
|
||
Accumulated depreciation and amortization
|
(3,237,011
|
)
|
|
(3,047,375
|
)
|
||
Property, plant and equipment and leasehold intangibles, net
|
$
|
5,109,834
|
|
|
$
|
5,275,427
|
|
(in thousands)
|
Gross Carrying Amount
|
|
Dispositions and Other Reductions
|
|
Accumulated Impairment
|
|
Net
|
||||||||
Independent Living
|
$
|
28,141
|
|
|
$
|
(820
|
)
|
|
$
|
—
|
|
|
$
|
27,321
|
|
Assisted Living and Memory Care
|
605,469
|
|
|
(48,817
|
)
|
|
(556,652
|
)
|
|
—
|
|
||||
Health Care Services
|
126,810
|
|
|
—
|
|
|
—
|
|
|
126,810
|
|
||||
Total
|
$
|
760,420
|
|
|
$
|
(49,637
|
)
|
|
$
|
(556,652
|
)
|
|
$
|
154,131
|
|
|
December 31, 2019
|
||||||||||
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Health care licenses
|
$
|
35,198
|
|
|
$
|
—
|
|
|
$
|
35,198
|
|
Trade names
|
27,800
|
|
|
(27,800
|
)
|
|
—
|
|
|||
Total
|
62,998
|
|
|
(27,800
|
)
|
|
35,198
|
|
|
December 31, 2018
|
||||||||||
(in thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||
Community purchase options
|
$
|
4,738
|
|
|
$
|
—
|
|
|
$
|
4,738
|
|
Health care licenses
|
42,323
|
|
|
—
|
|
|
42,323
|
|
|||
Trade names
|
27,800
|
|
|
(26,295
|
)
|
|
1,505
|
|
|||
Management contracts
|
9,610
|
|
|
(6,704
|
)
|
|
2,906
|
|
|||
Total
|
$
|
84,471
|
|
|
$
|
(32,999
|
)
|
|
$
|
51,472
|
|
|
December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Mortgage notes payable due 2020 through 2047; weighted average interest rate of 4.72% in 2019, less debt discount and deferred financing costs of $17.0 million and $18.6 million as of December 31, 2019 and 2018, respectively (weighted average interest rate of 4.75% in 2018)
|
$
|
3,496,735
|
|
|
$
|
3,579,931
|
|
Other notes payable, weighted average interest rate of 5.77% for the year ended December 31, 2019 (weighted average interest rate of 5.85% in 2018) and maturity dates ranging from 2020 to 2021
|
58,388
|
|
|
60,249
|
|
||
Total long-term debt
|
3,555,123
|
|
|
3,640,180
|
|
||
Current portion
|
339,413
|
|
|
294,426
|
|
||
Total long-term debt, less current portion
|
$
|
3,215,710
|
|
|
$
|
3,345,754
|
|
Year Ending December 31,
|
Long-term
Debt |
||
2020
|
$
|
341,802
|
|
2021
|
335,541
|
|
|
2022
|
323,581
|
|
|
2023
|
233,159
|
|
|
2024
|
297,916
|
|
|
Thereafter
|
2,040,122
|
|
|
Total obligations
|
3,572,121
|
|
|
Less amount representing debt discount and deferred financing costs, net
|
(16,998
|
)
|
|
Total
|
$
|
3,555,123
|
|
Operating Leases (in thousands)
|
Year Ended
December 31, 2019 |
||
Facility operating expense
|
$
|
18,677
|
|
Facility lease expense
|
269,666
|
|
|
Operating lease expense
|
288,343
|
|
|
Operating lease expense adjustment (1)
|
19,453
|
|
|
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements
|
(31,305
|
)
|
|
Operating cash flows from operating leases
|
$
|
276,491
|
|
|
|
||
Non-cash recognition of right-of-use assets obtained in exchange for new operating lease obligations
|
$
|
28,846
|
|
Financing Leases (in thousands)
|
Year Ended
December 31, 2019 |
||
Depreciation and amortization
|
$
|
46,646
|
|
Interest expense: financing lease obligations
|
66,353
|
|
|
Financing lease expense
|
$
|
112,999
|
|
|
|
||
Operating cash flows from financing leases
|
$
|
66,353
|
|
Financing cash flows from financing leases
|
22,242
|
|
|
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement
|
(3,504
|
)
|
|
Total cash flows from financing leases
|
$
|
85,091
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cash basis payment - operating leases
|
$
|
324,870
|
|
|
$
|
365,077
|
|
Operating lease expense adjustment
|
(17,218
|
)
|
|
(20,990
|
)
|
||
Amortization of deferred gain
|
(4,358
|
)
|
|
(4,366
|
)
|
||
Facility lease expense
|
$
|
303,294
|
|
|
$
|
339,721
|
|
Year Ending December 31,
|
Operating Leases
|
|
Financing Leases
|
||||
2020
|
$
|
313,106
|
|
|
$
|
84,858
|
|
2021
|
298,505
|
|
|
85,917
|
|
||
2022
|
294,513
|
|
|
87,120
|
|
||
2023
|
290,175
|
|
|
88,460
|
|
||
2024
|
277,329
|
|
|
90,297
|
|
||
Thereafter
|
528,969
|
|
|
335,039
|
|
||
Total lease payments
|
2,002,597
|
|
|
771,691
|
|
||
Purchase option liability and non-cash gain on future sale of property
|
—
|
|
|
556,667
|
|
||
Imputed interest and variable lease payments
|
(531,832
|
)
|
|
(493,778
|
)
|
||
Total lease obligations
|
$
|
1,470,765
|
|
|
$
|
834,580
|
|
Year Ending December 31,
|
Operating Leases
|
||
2019
|
$
|
310,340
|
|
2020
|
307,493
|
|
|
2021
|
290,661
|
|
|
2022
|
291,113
|
|
|
2023
|
285,723
|
|
|
Thereafter
|
786,647
|
|
|
Total lease payments
|
$
|
2,271,977
|
|
(share amounts in thousands, except value per share)
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Outstanding on January 1, 2017
|
4,608
|
|
|
$
|
20.29
|
|
Granted
|
2,569
|
|
|
14.65
|
|
|
Vested
|
(1,276
|
)
|
|
22.20
|
|
|
Cancelled/forfeited
|
(1,131
|
)
|
|
18.95
|
|
|
Outstanding on December 31, 2017
|
4,770
|
|
|
17.13
|
|
|
Granted
|
3,880
|
|
|
9.39
|
|
|
Vested
|
(1,579
|
)
|
|
19.12
|
|
|
Cancelled/forfeited
|
(1,315
|
)
|
|
13.19
|
|
|
Outstanding on December 31, 2018
|
5,756
|
|
|
11.78
|
|
|
Granted
|
4,381
|
|
|
7.81
|
|
|
Vested
|
(1,571
|
)
|
|
13.71
|
|
|
Cancelled/forfeited
|
(1,314
|
)
|
|
11.18
|
|
|
Outstanding on December 31, 2019
|
7,252
|
|
|
9.08
|
|
(share amounts in thousands, except value per share)
|
Shares Granted
|
|
Value Per Share
|
|
Total Value
|
|||||
Three months ended March 31, 2019
|
4,047
|
|
|
$
|
7.87
|
|
|
$
|
31,857
|
|
Three months ended June 30, 2019
|
142
|
|
|
$
|
6.51
|
|
|
$
|
922
|
|
Three months ended September 30, 2019
|
136
|
|
|
$
|
7.55
|
|
|
$
|
1,028
|
|
Three months ended December 31, 2019
|
56
|
|
|
$
|
7.32
|
|
|
$
|
413
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
64
|
|
|
$
|
(113
|
)
|
|
$
|
2,200
|
|
Deferred
|
2,654
|
|
|
52,367
|
|
|
15,310
|
|
|||
Total Federal
|
2,718
|
|
|
52,254
|
|
|
17,510
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
(449
|
)
|
|
(2,798
|
)
|
|
(995
|
)
|
|||
Deferred (included in Federal above)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total State
|
(449
|
)
|
|
(2,798
|
)
|
|
(995
|
)
|
|||
Total
|
$
|
2,269
|
|
|
$
|
49,456
|
|
|
$
|
16,515
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Tax benefit at U.S. statutory rate
|
$
|
56,742
|
|
|
$
|
121,320
|
|
|
$
|
205,777
|
|
State taxes, net of federal income tax
|
10,423
|
|
|
21,576
|
|
|
24,891
|
|
|||
Valuation allowance
|
(60,376
|
)
|
|
5,713
|
|
|
(246,037
|
)
|
|||
Goodwill impairment
|
—
|
|
|
(88,265
|
)
|
|
(78,515
|
)
|
|||
Impact of the Tax Act
|
—
|
|
|
(6,042
|
)
|
|
114,716
|
|
|||
Stock compensation
|
(2,639
|
)
|
|
(4,717
|
)
|
|
(4,093
|
)
|
|||
Meals and entertainment
|
(416
|
)
|
|
(493
|
)
|
|
(726
|
)
|
|||
Tax credits
|
(106
|
)
|
|
688
|
|
|
1,908
|
|
|||
Other
|
(1,359
|
)
|
|
(324
|
)
|
|
(1,406
|
)
|
|||
Total
|
$
|
2,269
|
|
|
$
|
49,456
|
|
|
$
|
16,515
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Financing lease obligations
|
$
|
156,913
|
|
|
$
|
165,703
|
|
Operating lease obligations
|
406,172
|
|
|
—
|
|
||
Operating loss carryforwards
|
330,983
|
|
|
298,255
|
|
||
Deferred lease liability
|
—
|
|
|
63,263
|
|
||
Accrued expenses
|
54,154
|
|
|
61,309
|
|
||
Tax credits
|
50,356
|
|
|
50,462
|
|
||
Capital loss carryforward
|
40,723
|
|
|
41,413
|
|
||
Intangible assets
|
11,160
|
|
|
10,133
|
|
||
Other
|
8,098
|
|
|
2,872
|
|
||
Total gross deferred income tax asset
|
1,058,559
|
|
|
693,410
|
|
||
Valuation allowance
|
(408,903
|
)
|
|
(336,417
|
)
|
||
Net deferred income tax assets
|
649,656
|
|
|
356,993
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(303,853
|
)
|
|
(334,145
|
)
|
||
Operating lease right-of-use assets
|
(328,100
|
)
|
|
—
|
|
||
Investment in unconsolidated ventures
|
(33,100
|
)
|
|
(41,219
|
)
|
||
Total gross deferred income tax liability
|
(665,053
|
)
|
|
(375,364
|
)
|
||
Net deferred tax liability
|
$
|
(15,397
|
)
|
|
$
|
(18,371
|
)
|
(in thousands)
|
For the Year Ended December 31, 2017
|
||
Rate change - decrease in net deferred tax assets
|
$
|
108,070
|
|
Rate change - decrease in valuation allowance
|
(172,235
|
)
|
|
Impact on net operating loss usage
|
(50,551
|
)
|
|
Reduction of deferred tax asset - AMT credits
|
2,361
|
|
|
Total impact of the Tax Act on the Company's deferred taxes position
|
(112,355
|
)
|
|
Realization of AMT credits
|
(2,361
|
)
|
|
Net impact of the Tax Act on the Company's effective tax rate
|
$
|
(114,716
|
)
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Increase in valuation allowance before consideration of the Tax Act
|
$
|
60,376
|
|
|
$
|
(5,713
|
)
|
Increase due to the adoption of ASC 842
|
13,790
|
|
|
—
|
|
||
Other decrease during the year
|
(1,680
|
)
|
|
—
|
|
||
Total increase (decrease) in valuation allowance before consideration of the Tax Act
|
72,486
|
|
|
(5,713
|
)
|
||
|
|
|
|
||||
Impact of the Tax Act on net operating loss usage
|
—
|
|
|
6,042
|
|
||
Total increase (decrease) in valuation allowance
|
$
|
72,486
|
|
|
$
|
329
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Balance at January 1,
|
$
|
18,507
|
|
|
$
|
18,461
|
|
Additions for tax positions related to the current year
|
—
|
|
|
80
|
|
||
Reductions for tax positions related to prior years
|
(181
|
)
|
|
(34
|
)
|
||
Balance at December 31,
|
$
|
18,326
|
|
|
$
|
18,507
|
|
(in thousands)
|
For the Years Ended December 31,
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2019
|
|
2018
|
|
2017
|
||||||
Interest paid
|
$
|
244,469
|
|
|
$
|
260,706
|
|
|
$
|
294,758
|
|
Income taxes paid, net of refunds
|
$
|
1,534
|
|
|
$
|
2,058
|
|
|
$
|
1,038
|
|
|
|
|
|
|
|
||||||
Capital expenditures, net of related payables
|
|
|
|
|
|
||||||
Capital expenditures - non-development, net
|
$
|
235,797
|
|
|
$
|
182,249
|
|
|
$
|
186,467
|
|
Capital expenditures - development, net
|
24,595
|
|
|
24,687
|
|
|
8,823
|
|
|||
Capital expenditures - non-development - reimbursable
|
34,809
|
|
|
12,165
|
|
|
18,054
|
|
|||
Capital expenditures - development - reimbursable
|
—
|
|
|
1,709
|
|
|
8,132
|
|
|||
Trade accounts payable
|
8,891
|
|
|
4,663
|
|
|
(7,589
|
)
|
|||
Net cash paid
|
$
|
304,092
|
|
|
$
|
225,473
|
|
|
$
|
213,887
|
|
Acquisition of assets, net of related payables and cash received:
|
|
|
|
|
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
44
|
|
|
$
|
237,563
|
|
|
$
|
—
|
|
Other intangible assets, net
|
453
|
|
|
(4,345
|
)
|
|
5,196
|
|
|||
Financing lease obligations
|
—
|
|
|
36,120
|
|
|
—
|
|
|||
Other liabilities
|
—
|
|
|
2,433
|
|
|
—
|
|
|||
Net cash paid
|
$
|
497
|
|
|
$
|
271,771
|
|
|
$
|
5,196
|
|
Proceeds from sale of assets, net:
|
|
|
|
|
|
|
|
||||
Prepaid expenses and other assets, net
|
$
|
(4,422
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(17,072
|
)
|
Assets held for sale
|
(79,054
|
)
|
|
(197,111
|
)
|
|
(20,952
|
)
|
|||
Property, plant and equipment and leasehold intangibles, net
|
(379
|
)
|
|
(93,098
|
)
|
|
(155,723
|
)
|
|||
Investments in unconsolidated ventures
|
(156
|
)
|
|
(58,179
|
)
|
|
(52,548
|
)
|
|||
Long-term debt
|
—
|
|
|
—
|
|
|
8,547
|
|
|||
Financing lease obligations
|
—
|
|
|
93,514
|
|
|
157,963
|
|
|||
Refundable fees and deferred revenue
|
—
|
|
|
8,632
|
|
|
30,771
|
|
|||
Other liabilities
|
(1,479
|
)
|
|
1,139
|
|
|
(1,058
|
)
|
|||
Loss (gain) on sale of assets, net
|
(7,245
|
)
|
|
(249,754
|
)
|
|
(19,273
|
)
|
|||
Loss (gain) on facility lease termination and modification, net
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|||
Net cash received
|
$
|
(92,735
|
)
|
|
$
|
(499,807
|
)
|
|
$
|
(70,507
|
)
|
Lease termination and modification, net:
|
|
|
|
|
|
||||||
Prepaid expenses and other assets, net
|
$
|
—
|
|
|
$
|
(2,804
|
)
|
|
$
|
—
|
|
Property, plant and equipment and leasehold intangibles, net
|
—
|
|
|
(87,464
|
)
|
|
—
|
|
|||
Financing lease obligations
|
—
|
|
|
58,099
|
|
|
—
|
|
|||
Deferred liabilities
|
—
|
|
|
70,835
|
|
|
—
|
|
|||
Loss (gain) on sale of assets, net
|
—
|
|
|
(5,761
|
)
|
|
—
|
|
|||
Loss (gain) on facility lease termination and modification, net
|
—
|
|
|
34,283
|
|
|
—
|
|
|||
Net cash paid (1)
|
$
|
—
|
|
|
$
|
67,188
|
|
|
$
|
—
|
|
Formation of the Blackstone Venture:
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,173
|
)
|
Property, plant and equipment and leasehold intangibles, net
|
—
|
|
|
—
|
|
|
(768,897
|
)
|
|||
Investments in unconsolidated ventures
|
—
|
|
|
—
|
|
|
66,816
|
|
|||
Financing lease obligations
|
—
|
|
|
—
|
|
|
879,959
|
|
|||
Deferred liabilities
|
—
|
|
|
—
|
|
|
7,504
|
|
|||
Other liabilities
|
—
|
|
|
—
|
|
|
1,998
|
|
|||
Net cash paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179,207
|
|
(1)
|
The net cash paid to terminate community leases is presented within the consolidated statements of cash flows based upon the lease classification of the terminated leases. Net cash paid of $54.6 million for the termination of operating leases is presented within net cash provided by operating activities and net cash paid of $12.5 million for the termination of financing leases is presented within net cash used in financing activities for the year ended December 31, 2018.
|
(in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Reconciliation of cash, cash equivalents, and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
240,227
|
|
|
$
|
398,267
|
|
Restricted cash
|
26,856
|
|
|
27,683
|
|
||
Long-term restricted cash
|
34,614
|
|
|
24,268
|
|
||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows
|
$
|
301,697
|
|
|
$
|
450,218
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
Private pay
|
$
|
542,112
|
|
|
$
|
1,748,364
|
|
|
$
|
281,197
|
|
|
$
|
753
|
|
|
$
|
2,572,426
|
|
Government reimbursement
|
2,446
|
|
|
67,574
|
|
|
81,054
|
|
|
357,963
|
|
|
509,037
|
|
|||||
Other third-party payor programs
|
—
|
|
|
—
|
|
|
39,924
|
|
|
88,544
|
|
|
128,468
|
|
|||||
Total resident fee revenue
|
$
|
544,558
|
|
|
$
|
1,815,938
|
|
|
$
|
402,175
|
|
|
$
|
447,260
|
|
|
$
|
3,209,931
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Independent Living
|
|
Assisted Living and Memory Care
|
|
CCRCs
|
|
Health Care Services
|
|
Total
|
||||||||||
Private pay
|
$
|
596,852
|
|
|
$
|
1,923,676
|
|
|
$
|
288,682
|
|
|
$
|
693
|
|
|
$
|
2,809,903
|
|
Government reimbursement
|
3,125
|
|
|
72,175
|
|
|
87,028
|
|
|
359,881
|
|
|
522,209
|
|
|||||
Other third-party payor programs
|
—
|
|
|
—
|
|
|
40,698
|
|
|
76,401
|
|
|
117,099
|
|
|||||
Total resident fee revenue
|
$
|
599,977
|
|
|
$
|
1,995,851
|
|
|
$
|
416,408
|
|
|
$
|
436,975
|
|
|
$
|
3,449,211
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Independent Living (1)
|
$
|
544,558
|
|
|
$
|
599,977
|
|
|
$
|
654,196
|
|
Assisted Living and Memory Care (1)
|
1,815,938
|
|
|
1,995,851
|
|
|
2,210,688
|
|
|||
CCRCs (1)
|
402,175
|
|
|
416,408
|
|
|
468,994
|
|
|||
Health Care Services (1)
|
447,260
|
|
|
436,975
|
|
|
446,262
|
|
|||
Management Services (2)
|
847,157
|
|
|
1,082,215
|
|
|
966,976
|
|
|||
Total revenue
|
$
|
4,057,088
|
|
|
$
|
4,531,426
|
|
|
$
|
4,747,116
|
|
Segment Operating Income (3):
|
|
|
|
|
|
||||||
Independent Living
|
$
|
203,741
|
|
|
$
|
240,609
|
|
|
$
|
271,417
|
|
Assisted Living and Memory Care
|
518,636
|
|
|
628,982
|
|
|
749,058
|
|
|||
CCRCs
|
72,072
|
|
|
92,212
|
|
|
106,162
|
|
|||
Health Care Services
|
24,987
|
|
|
34,080
|
|
|
51,348
|
|
|||
Management Services
|
57,108
|
|
|
71,986
|
|
|
75,845
|
|
|||
Total segment operating income
|
876,544
|
|
|
1,067,869
|
|
|
1,253,830
|
|
|||
General and administrative (including non-cash stock-based compensation expense)
|
219,289
|
|
|
259,475
|
|
|
278,019
|
|
|||
Facility lease expense:
|
|
|
|
|
|
||||||
Independent Living
|
81,680
|
|
|
93,496
|
|
|
117,131
|
|
|||
Assisted Living and Memory Care
|
157,823
|
|
|
178,716
|
|
|
185,971
|
|
|||
CCRCs
|
24,248
|
|
|
24,856
|
|
|
29,464
|
|
|||
Corporate and Management Services
|
5,915
|
|
|
6,226
|
|
|
7,155
|
|
|||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Independent Living
|
81,745
|
|
|
91,899
|
|
|
95,226
|
|
|||
Assisted Living and Memory Care
|
222,574
|
|
|
261,365
|
|
|
290,344
|
|
|||
CCRCs
|
44,163
|
|
|
53,551
|
|
|
44,294
|
|
|||
Health Care Services
|
2,247
|
|
|
3,201
|
|
|
3,723
|
|
|||
Corporate and Management Services
|
28,704
|
|
|
37,439
|
|
|
48,490
|
|
|||
Goodwill and asset impairment:
|
|
|
|
|
|
||||||
Independent Living
|
1,812
|
|
|
2,013
|
|
|
2,968
|
|
|||
Assisted Living and Memory Care
|
32,229
|
|
|
436,892
|
|
|
342,788
|
|
|||
CCRCs
|
4,983
|
|
|
6,669
|
|
|
18,083
|
|
|||
Health Care Services
|
7,578
|
|
|
9,055
|
|
|
14,599
|
|
|||
Corporate and Management Services
|
2,664
|
|
|
35,264
|
|
|
31,344
|
|
|||
Loss (gain) on facility lease termination and modification, net
|
3,388
|
|
|
162,001
|
|
|
14,276
|
|
|||
Income (loss) from operations
|
$
|
(44,498
|
)
|
|
$
|
(594,249
|
)
|
|
$
|
(270,045
|
)
|
|
|
|
|
|
|
||||||
Total interest expense:
|
|
|
|
|
|
||||||
Independent Living
|
$
|
46,713
|
|
|
$
|
58,783
|
|
|
$
|
55,436
|
|
Assisted Living and Memory Care
|
166,097
|
|
|
174,459
|
|
|
207,861
|
|
CCRCs
|
27,426
|
|
|
26,746
|
|
|
27,665
|
|
|||
Health Care Services
|
—
|
|
|
—
|
|
|
892
|
|
|||
Corporate and Management Services
|
8,105
|
|
|
20,281
|
|
|
34,300
|
|
|||
|
$
|
248,341
|
|
|
$
|
280,269
|
|
|
$
|
326,154
|
|
|
|
|
|
|
|
||||||
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
|
|
|
|
|
|
||||||
Independent Living
|
$
|
78,831
|
|
|
$
|
51,510
|
|
|
$
|
47,309
|
|
Assisted Living and Memory Care
|
157,845
|
|
|
125,750
|
|
|
119,717
|
|
|||
CCRCs
|
33,535
|
|
|
26,615
|
|
|
24,297
|
|
|||
Health Care Services
|
484
|
|
|
902
|
|
|
755
|
|
|||
Corporate and Management Services
|
24,506
|
|
|
16,033
|
|
|
29,398
|
|
|||
|
$
|
295,201
|
|
|
$
|
220,810
|
|
|
$
|
221,476
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Total assets:
|
|
|
|
||||
Independent Living
|
$
|
1,441,652
|
|
|
$
|
1,104,774
|
|
Assisted Living and Memory Care
|
4,157,610
|
|
|
3,684,170
|
|
||
CCRCs
|
742,809
|
|
|
707,819
|
|
||
Health Care Services
|
256,715
|
|
|
254,950
|
|
||
Corporate and Management Services
|
595,647
|
|
|
715,547
|
|
||
Total assets
|
$
|
7,194,433
|
|
|
$
|
6,467,260
|
|
(1)
|
All revenue is earned from external third parties in the United States.
|
(2)
|
Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.
|
(3)
|
Segment operating income is defined as segment revenues less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities.
|
|
For the Quarters Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
March 31,
2019 |
|
June 30,
2019 |
|
September 30,
2019 |
|
December 31,
2019 |
||||||||
Revenues
|
$
|
1,042,044
|
|
|
$
|
1,019,457
|
|
|
$
|
1,008,949
|
|
|
$
|
986,638
|
|
Goodwill and asset impairment
|
391
|
|
|
3,769
|
|
|
2,094
|
|
|
43,012
|
|
||||
Loss (gain) on facility lease termination and modification, net
|
209
|
|
|
1,797
|
|
|
—
|
|
|
1,382
|
|
||||
Income (loss) from operations
|
16,661
|
|
|
2,211
|
|
|
(20,222
|
)
|
|
(43,148
|
)
|
||||
Gain (loss) on sale of assets, net
|
(702
|
)
|
|
2,846
|
|
|
579
|
|
|
4,522
|
|
||||
Income (loss) before income taxes
|
(41,927
|
)
|
|
(55,422
|
)
|
|
(80,308
|
)
|
|
(93,104
|
)
|
||||
Net income (loss)
|
(42,606
|
)
|
|
(56,055
|
)
|
|
(78,508
|
)
|
|
(91,323
|
)
|
||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(42,595
|
)
|
|
(55,470
|
)
|
|
(78,458
|
)
|
|
(91,408
|
)
|
||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.23
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.49
|
)
|
|
For the Quarters Ended
|
||||||||||||||
(in thousands, except per share amounts)
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||
Revenues
|
$
|
1,187,234
|
|
|
$
|
1,155,200
|
|
|
$
|
1,120,062
|
|
|
$
|
1,068,930
|
|
Goodwill and asset impairment
|
430,363
|
|
|
16,103
|
|
|
5,500
|
|
|
37,927
|
|
||||
Loss (gain) on facility lease termination and modification, net
|
—
|
|
|
146,467
|
|
|
2,337
|
|
|
13,197
|
|
||||
Income (loss) from operations
|
(413,831
|
)
|
|
(137,589
|
)
|
|
3,626
|
|
|
(46,455
|
)
|
||||
Gain (loss) on sale of assets, net
|
43,431
|
|
|
23,322
|
|
|
9,833
|
|
|
216,660
|
|
||||
Income (loss) before income taxes
|
(441,649
|
)
|
|
(181,055
|
)
|
|
(54,903
|
)
|
|
99,799
|
|
||||
Net income (loss)
|
(457,234
|
)
|
|
(165,509
|
)
|
|
(37,140
|
)
|
|
131,531
|
|
||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(457,188
|
)
|
|
(165,488
|
)
|
|
(37,121
|
)
|
|
131,539
|
|
||||
Weighted average basic and diluted income (loss) per share
|
$
|
(2.45
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.70
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
beginning of period |
|
Charged to
costs and expenses |
|
Charged
to other accounts |
|
Deductions
|
|
Balance at
end of period |
||||||||||
Accounts Receivable Allowance:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2017
|
|
$
|
27,044
|
|
|
$
|
25,370
|
|
|
$
|
555
|
|
|
$
|
(29,857
|
)
|
|
$
|
23,112
|
|
Year ended December 31, 2018 (1)
|
|
$
|
9,853
|
|
|
$
|
17,597
|
|
|
$
|
2,779
|
|
|
$
|
(22,288
|
)
|
|
$
|
7,941
|
|
Year ended December 31, 2019
|
|
$
|
7,941
|
|
|
$
|
15,166
|
|
|
$
|
4,182
|
|
|
$
|
(19,476
|
)
|
|
$
|
7,813
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2017
|
|
$
|
264,305
|
|
|
$
|
71,782
|
|
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,087
|
|
Year ended December 31, 2018
|
|
$
|
336,087
|
|
|
$
|
330
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,417
|
|
Year ended December 31, 2019
|
|
$
|
336,417
|
|
|
$
|
60,376
|
|
(4)
|
$
|
13,790
|
|
(5)
|
$
|
(1,680
|
)
|
|
$
|
408,903
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
Plan category
|
|
(a) (1)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders (2)
|
|
—
|
|
—
|
|
11,497,326
|
|
Equity compensation plans not approved by security holders (3)
|
|
—
|
|
—
|
|
35,936
|
|
Total
|
|
—
|
|
—
|
|
11,533,262
|
|
(1)
|
As of December 31, 2019, an aggregate of 7,252,459 shares of unvested restricted stock and an aggregate of 3,580 vested restricted stock units were outstanding under our 2014 Omnibus Incentive Plan. Pursuant to SEC guidance, such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014 Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards, and other stock-based awards.
|
(2)
|
The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 11,042,465 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 454,861 shares remaining available for future issuance under our Associate Stock Purchase Plan.
|
(3)
|
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-employee director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day's closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
1)
|
2)
|
Exhibits:
|
Exhibit No.
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1.1
|
|
|
10.1.2
|
|
|
10.1.3
|
|
|
10.1.4
|
|
|
10.1.5
|
|
|
10.2.1
|
|
|
10.2.2
|
|
10.2.3
|
|
|
10.2.4
|
|
|
10.2.5
|
|
|
10.2.6
|
|
|
10.2.7
|
|
|
10.3.1
|
|
|
10.3.2
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6.1
|
|
|
10.6.2
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24.1
|
|
|
10.24.2
|
|
|
10.24.3
|
|
|
10.25.1
|
|
|
10.25.2
|
|
|
10.25.3
|
|
|
10.26
|
|
|
10.27
|
|
10.28
|
|
|
21
|
|
|
23
|
|
|
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 Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Exhibit 101).
|
*
|
Management Contract or Compensatory Plan
|
†
|
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
|
††
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the SEC.
|
|
BROOKDALE SENIOR LIVING INC.
|
||
|
|
|
|
|
By:
|
/s/ Lucinda M. Baier
|
|
|
Name:
|
Lucinda M. Baier
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 19, 2020
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Guy P. Sansone
|
|
Non-Executive Chairman of the Board
|
|
February 19, 2020
|
Guy P. Sansone
|
|
|
|
|
|
|
|
|
|
/s/ Lucinda M. Baier
|
|
President, Chief Executive Officer and Director
|
|
February 19, 2020
|
Lucinda M. Baier
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Steven E. Swain
|
|
Executive Vice President and Chief Financial Officer
|
|
February 19, 2020
|
Steven E. Swain
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Dawn L. Kussow
|
|
Senior Vice President and Chief Accounting Officer
|
|
February 19, 2020
|
Dawn L. Kussow
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marcus E. Bromley
|
|
Director
|
|
February 19, 2020
|
Marcus E. Bromley
|
|
|
|
|
|
|
|
|
|
/s/ Frank M. Bumstead
|
|
Director
|
|
February 19, 2020
|
Frank M. Bumstead
|
|
|
|
|
|
|
|
|
|
/s/ Victoria L. Freed
|
|
Director
|
|
February 19, 2020
|
Victoria L. Freed
|
|
|
|
|
|
|
|
|
|
/s/ Rita Johnson-Mills
|
|
Director
|
|
February 19, 2020
|
Rita Johnson-Mills
|
|
|
|
|
|
|
|
|
|
/s/ Denise W. Warren
|
|
Director
|
|
February 19, 2020
|
Denise W. Warren
|
|
|
|
|
|
|
|
|
|
/s/ Lee S. Wielansky
|
|
Director
|
|
February 19, 2020
|
Lee S. Wielansky
|
|
|
|
|
•
|
restricting dividends in respect of our common stock;
|
•
|
diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class;
|
•
|
impairing the liquidation rights of our common stock; or
|
•
|
delaying or preventing a change of control of us.
|
•
|
any breach of the director’s duty of loyalty to us or our stockholders;
|
•
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
•
|
liability under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption of stock; or
|
•
|
any transaction from which the director derives an improper personal benefit.
|
(b)
|
Concurrently with the consummation of the CCRC Acquisition:
|
Facility Name
|
Facility Address
|
PropCo Sub / Fee Owner
|
OpCo Sub / Lessee or Owner
|
CCRC Sale
Community
|
Community Address
|
CCRC Propco Subsidiary
|
CCRC Opco
Subsidiary
|
CCRC Sale Community Management Agreement Termination Fee
|
Facility Name
|
Facility Address
|
PropCo Sub / Fee Owner
|
OpCo Sub / Lessee
|
|
Property Name
|
Location
(City)
|
Location (State)
|
Effective Date of Title Commitment
|
Title Commitment No.
|
3.1
|
Rent 24
|
3.2
|
Additional Charges 25
|
3.3
|
Late Payment of Rent 27
|
3.4
|
Net Lease 27
|
3.5
|
Personal Property 27
|
4.1
|
Impositions 28
|
4.2
|
Utility Charges 29
|
4.3
|
Insurance Premiums 29
|
4.4
|
Impound Accounts 29
|
4.5
|
Tax Service 30
|
5.1
|
No Termination, Abatement, etc 30
|
5.2
|
Termination with Respect to Fewer than All of the Facilities 31
|
5.3
|
Early Termination with Respect to More than One of the Facilities 31
|
6.1
|
Ownership of the Leased Property 32
|
6.2
|
Personal Property 32
|
6.3
|
Transfer of Personal Property and Capital Additions to Lessor 32
|
7.1
|
Condition of the Leased Property 33
|
7.2
|
Use of the Leased Property 33
|
7.3
|
Lessor to Grant Easements, Etc. 34
|
7.4
|
Preservation of Facility Value 34
|
9.1
|
Maintenance and Repair 39
|
9.2
|
Encroachments, Restrictions, Mineral Leases, Etc 40
|
9.3
|
Intentionally Omitted 41
|
9.4
|
O&M Plan 41
|
9.5
|
Capital Projects Funded by Lessee 41
|
9.6
|
Intentionally Omitted 43
|
9.7
|
Inspections; Due Diligence Fee 43
|
9.8
|
Capital Projects Funded by Lessor 43
|
10.1
|
Construction of Alterations 47
|
10.2
|
Construction Requirements for all Alterations 48
|
13.1
|
General Insurance Requirements 52
|
13.2
|
Waiver of Subrogation 55
|
13.3
|
General Provisions 55
|
13.4
|
Increase in Limits 56
|
13.5
|
Blanket Policies 56
|
14.1
|
Insurance Proceeds 57
|
14.2
|
Insured Casualty 57
|
14.3
|
Uninsured Casualty 58
|
14.4
|
No Abatement of Rent 59
|
14.5
|
Waiver 59
|
16.1
|
Events of Default 60
|
16.2
|
Certain Remedies 64
|
16.3
|
Damages 65
|
16.4
|
Receiver 66
|
16.5
|
Lessee’s Obligation to Purchase 66
|
16.6
|
Waiver 66
|
16.7
|
Application of Funds 67
|
16.8
|
Grant of Security Interest; Appointment of Collateral Agent 67
|
16.9
|
Leases and Residential Care Agreements 69
|
18.1
|
Purchase of the Leased Property 70
|
18.2
|
Rights of Lessee Prior to Closing 70
|
18.3
|
Lessor’s Election of 1031 Exchange; Lessee’s Regulatory Filings 71
|
19.1
|
Extended Terms 72
|
19.2
|
Lessor’s Extension Rights 73
|
21.1
|
General REIT Provisions 73
|
21.2
|
REIT Agreements 74
|
26.1
|
Lessor’s Right to Inspect and Show the Leased Property and Capital Additions 89
|
31.1
|
Conveyance by Lessor 90
|
31.2
|
New Lease 90
|
36.1
|
Lessor May Grant Liens 96
|
36.2
|
Attornment 96
|
36.3
|
Compliance with Facility Mortgage Documents 97
|
36.4
|
Superior Lease 98
|
37.1
|
Hazardous Substances and Mold 99
|
37.2
|
Notices 100
|
37.3
|
Remediation 100
|
37.4
|
Indemnity 101
|
37.5
|
Inspection 102
|
46.1
|
Provisions Relating to Master Lease 120
|
46.2
|
Treatment of Lease 120
|
46.3
|
Tax Characterization 121
|
47.1
|
Arizona Law Provisions 121
|
47.2
|
California State Law Provisions 121
|
47.3
|
Florida State Law Provisions 122
|
47.4
|
New Jersey State Law Provisions 122
|
47.5
|
Oregon State Law Provisions 123
|
47.6
|
Pennsylvania State Law Provisions 124
|
47.7
|
Texas State Law Provisions 124
|
47.8
|
Virginia State Law Provisions 125
|
47.9
|
Washington State Law Provisions 126
|
47.10
|
Local Law Provisions 127
|
EXHIBIT A-1
|
List of Applicable Facilities, Facility Description and Primary Intended Use, “Lessor-Owner,” “Lessee-Operator” and Initial Annual Allocated Minimum Rent and Allocated Initial Investment
|
EXHIBIT A-2
|
Removal Facility Description, Primary Intended Use, “Lessor-Owner”, “Lessee-Operator”, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment
|
(10)
|
year extension of the Term.
|
3.1.2
|
Increases to Minimum Rent.
|
3.3
|
Late Payment of Rent.
|
4.4
|
Impound Accounts.
|
7.2
|
Use of the Leased Property.
|
7.2.3
|
Subject to any reasonable interruptions in operations as a result of
|
9.3
|
Intentionally Omitted.
|
9.5
|
Capital Projects Funded by Lessee.
|
9.5.2
|
In addition to the foregoing:
|
9.6
|
Intentionally Omitted.
|
9.7
|
Inspections; Due Diligence Fee.
|
9.8
|
Capital Projects Funded by Lessor.
|
9.8.3
|
Intentionally Omitted.
|
9.8.5
|
Disbursement of Capital Project Lessor Funding Amount.
|
(d)
|
Intentionally Omitted.
|
10.2
|
Construction Requirements for all Alterations.
|
14.2
|
Insured Casualty.
|
15.1
|
Condemnation.
|
(f)
|
Lessee or Guarantor shall:
|
16.2
|
Certain Remedies.
|
16.8.1
|
Grant of Security Interest.
|
16.8.2
|
Appointment of Collateral Agent.
|
16.9
|
Leases and Residential Care Agreements.
|
(c)
|
In no event shall Lessee be deemed a vendee in possession; and
|
24.1
|
Transfers.
|
24.1.2
|
Consent.
|
24.1.3.3
|
The assignee shall have adequate experience and skill in
|
24.1.11.4
|
No monetary Event of Default shall have occurred and be
|
24.1.11.5
|
After giving effect to any approvals or consents obtained in
|
24.1.12.2
|
No Master Lease Event of Default shall have occurred and be
|
24.1.12.3
|
In the case of such an assignment described in clause (a) of
|
25.1
|
Officer’s Certificates and Financial Statements.
|
25.1.2
|
Statements. Lessee shall furnish the following statements to Lessor:
|
(h)
|
with reasonable promptness, such other information respecting
|
If to Lessee:
|
c/o Brookdale Senior Living Inc. 111 Westwood Place, Suite 400
|
with a copy to:
|
Skadden, Arps, Slate, Meagher & Flom LLP 155 North Wacker, Ste. 3300
|
35.1.3
|
[Intentionally Omitted]
|
35.1.9
|
Effective upon the termination of this Lease with respect to the
|
36.3
|
Compliance with Facility Mortgage Documents.
|
(ii)
|
the acceleration of any material obligation of Lessor.
|
44.1.6
|
Consolidated Net Worth.
|
44.1.8
|
Lessor’s Termination Right. In addition to the provisions of Sections
|
45.1
|
Miscellaneous.
|
45.1.4
|
Licenses and Operation Transfer Agreements.
|
Witness:
Witness:
|
EMERITUS CORPORATION,
a Washington corporation
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
SUMMERVILLE AT PRINCE WILLIAM LLC, a Delaware limited liability company
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
SUMMERVILLE AT HILLSBOROUGH, L.L.C., a New Jersey limited liability company
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
BLC CHANCELLOR MURRIETA LH, LLC, a Delaware limited liability company
By:
_______________________________
_______________________________
|
Witness:
Witness:
|
HBP LEASECO, L.L.C., a Delaware limited company
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
ARC CARRIAGE CLUB OF JACKSONVILLE, INC., a Tennessee corporation
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
ARC SANTA CATALINA INC., a Tennessee corporation
By:
_______________________________
_______________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
FORT AUSTIN LIMITED
PARTNERSHIP, a Texas limited
partnership
By: ARC Fort Austin Properties, LLC, a
Tennessee limited liability company, its general partner
By:_________________________________
Name: H. Todd Kaestner
Title: Executive Vice President
|
Witness:
Witness:
|
HCP MA3 CALIFORNIA, LP,
a Delaware limited partnership
By: HCP MA3 A Pack GP, LLC,
a Delaware limited liability company, their general partner
By:
____________________________________
____________________________________
Name: Title:
|
Witness:
Witness:
|
TEXAS HCP HOLDING, L.P., a Delaware
limited partnership
By: Texas HCP G.P., Inc., a Delaware corporation, its sole general partner
By:
____________________________________
____________________________________
Name: Title:
|
Witness:
Witness:
|
HCP PARTNERS, LP, a Delaware limited partnership
By: HCP MOB, Inc., a Delaware corporation, its general partner
By:
____________________________________
____________________________________
Name: Title:
|
Witness:
|
HCP INC.,
A Maryland corporation
|
Witness:
|
By:
________________________________
________________________________
Name: Title:
|
LESSOR (continued):
Witness:
Witness:
|
HCPI TRUST,
a Maryland real estate investment trust
By:
____________________________________
____________________________________
Name: Title:
|
Witness:
Witness:
|
HCP INC.,
a Maryland corporation
By:
____________________________________
____________________________________
Name: Title:
Title:
|
Witness:
Witness:
|
HCP SH ELP1 PROPERTIES, LLC, HCP SH ELP2 PROPERTIES, LLC, HCP SH ELP3 PROPERTIES, LLC, HCP EMFIN PROPERTIES, LLC, HCP EDEN2 B PACK, LLC,
HCP JACKSONVILLE, LLC,
HCP BROFIN PROPERTIES, LLC,
each a Delaware limited liability company
By:
Name:
Title:
|
GUARANTOR:
Signed, sealed and delivered in the presence of:
Name:
Name:
|
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation
By:
Name:
Title:
|
State
|
|
Form Num
ber
|
|
Form Name
|
|
Form Section or Description
|
ID
|
Property Name
|
City
|
State
|
Units
|
5-Mile Community Source(s)
|
Land Leases
|
||||
Property
|
Lessee
|
Lessor
|
Lessor Contact
|
Dated
|
1.1
|
Agreement of Purchase and Sale.................................................................2
|
1.2
|
Purchase Price..............................................................................................2
|
1.3
|
Members Consent........................................................................................3
|
1.4
|
Repayment of Certain Existing Financing...................................................3
|
2.1
|
Interim Covenants........................................................................................3
|
2.2
|
MLR Demand Notes....................................................................................4
|
2.3
|
Release of Guarantees..................................................................................4
|
2.4
|
Termination of Management Agreements....................................................5
|
2.5
|
Tax Proceedings...........................................................................................5
|
2.6
|
Conditions Precedent...................................................................................5
|
3.1
|
Time and Place.............................................................................................8
|
3.2
|
Sellers’ Obligations at Closing.....................................................................8
|
3.3
|
Purchasers’ Obligations at Closing..............................................................8
|
3.4
|
Net Working Capital Adjustment to Purchase Price....................................9
|
3.5
|
Closing Costs; Costs of Tail Policies.........................................................13
|
4.1
|
Representations and Warranties of Sellers.................................................13
|
4.2
|
Sellers’ Knowledge Defined......................................................................15
|
4.3
|
Sellers’ Indemnification.............................................................................16
|
4.4
|
Representations and Warranties of Purchasers..........................................16
|
4.5
|
Purchasers’ Knowledge Defined................................................................18
|
4.6
|
Purchasers’ Indemnification.......................................................................18
|
5.1
|
Termination................................................................................................19
|
5.2
|
Effect of Termination.................................................................................19
|
6.1
|
Sellers’ Default...........................................................................................20
|
6.2
|
Purchasers’ Default....................................................................................20
|
8.1
|
No Reliance on Documents.......................................................................20
|
8.2
|
Disclaimers................................................................................................21
|
8.3
|
Effect and Survival of Disclaimers............................................................22
|
9.1
|
Discharge of Obligations...........................................................................22
|
9.2
|
Assignment................................................................................................23
|
9.3
|
Notices.......................................................................................................23
|
9.4
|
Modifications.............................................................................................24
|
9.5
|
Calculation of Time Periods; Business Days.............................................24
|
9.6
|
Successors and Assigns..............................................................................24
|
9.7
|
Entire Agreement.......................................................................................24
|
9.8
|
Further Assurances.....................................................................................24
|
9.9
|
Counterparts; Electronic Transmission......................................................24
|
9.10
|
Severability................................................................................................24
|
9.11
|
Applicable Law..........................................................................................25
|
9.12
|
No Third-Party Beneficiary........................................................................25
|
9.13
|
Captions.....................................................................................................25
|
9.14
|
Construction...............................................................................................25
|
9.15
|
No Implied Waivers...................................................................................25
|
9.16
|
Public Announcements...............................................................................26
|
9.17
|
Joint and Several Liability of Sellers and Purchasers................................26
|
9.18
|
Hart-Scott-Rodino......................................................................................26
|
9.19
|
Effective Time............................................................................................26
|
9.20
|
1031 Exchange...........................................................................................26
|
9.21
|
Books and Records....................................................................................26
|
Schedule A-1
|
List of PropCo Subs
|
Schedule A-2
|
List of OpCo Subs
|
Schedule B
|
List of Facilities and Corresponding PropCo Subs and OpCo Subs
|
Schedule 1.2
|
Purchase Price
|
Schedule 2.3
|
Identified Seller Guarantees to be Released
|
Schedule 2.5
|
Tax Proceedings
|
Schedule 4.1(c)
|
Consents; Notices; Governmental Approvals
|
Exhibit A
|
Accounting Guidelines
|
Exhibit B
|
Statement of Net Working Capital
|
Exhibit C
|
Statement of Average Daily NOI
|
Exhibit D
|
Form of Assignment and Assumption Agreement
|
Exhibit E
|
Form of Termination Agreement
|
Accounting Guidelines
|
3.4(a)
|
Actual Average Daily NOI
|
3.4(b)(iv)
|
Actual Net Working Capital
|
3.4(b)(iv)
|
Agreement
|
Preamble
|
Average Daily NOI
|
3.4(a)
|
Balance Sheet Date
|
3.4(b)(i)
|
Brookdale
|
Preamble
|
business day
|
9.5
|
Closing
|
3.1
|
Closing Balance Sheet
|
3.4(b)(ii)
|
Closing Date
|
3.1
|
Closing Net Working Capital
|
3.4(b)(ii)
|
Closing Statement
|
3.2(b)
|
Code
|
3.2(c)
|
commercially reasonable efforts
|
2.1(a)
|
Company Material Adverse Effect
|
4.1(b)
|
Effective Date
|
Preamble
|
Embargoed Person
|
4.1(d)
|
Entrance Fee Guarantees
|
2.3
|
Entrance Fee Liabilities
|
2.3
|
Estimated Adjustment Amount
|
1.1(a)
|
Estimated Average Daily NOI
|
3.4(b)(i)
|
Estimated Balance Sheet
|
3.4(b)(i)
|
Estimated Net Working Capital
|
3.4(b)(i)
|
Exchange
|
27
|
Facility
|
Recitals
|
Final Closing Balance Sheet
|
3.4(b)(iv)
|
Final Three-Month Average Daily NOI
|
3.4(b)(iv)
|
Fundamental Purchasers Representations
|
4.4(e)
|
Fundamental Seller Representations
|
4.1(f)
|
Governmental Authorities
|
2.1(b)
|
HCP
|
Preamble
|
HSR Act
|
9.18
|
Internal Restructuring
|
Recitals
|
JV Entities
|
Recitals
|
JV Entity
|
Recitals
|
JV Interests
|
Recitals
|
JV Sub
|
Recitals
|
List
|
4.1(d)
|
Losses
|
4.3
|
Management Agreements
|
Recitals
|
Manager
|
Recitals
|
MDCA
|
Recitals
|
MTCA
|
Recitals
|
Net Working Capital
|
3.4(a)
|
New Manager
|
Recitals
|
Objection Notice
|
3.4(b)(iii)
|
Objection Period
|
3.4(b)(iii)
|
OFAC
|
4.1(d)
|
OpCo
|
Recitals
|
OpCo Assignment and Assumption Agreement
|
3.2(a)
|
OpCo Interests
|
Recitals
|
OpCo Purchaser
|
Preamble
|
OpCo Seller
|
Preamble
|
OpCo Sub
|
Recitals
|
OTA
|
Recitals
|
Permitted JV Interest Liens
|
4.1(f)
|
PropCo
|
Recitals
|
PropCo Assignment and Assumption Agreement
|
3.2(a)
|
PropCo Interests
|
Recitals
|
PropCo Purchaser
|
Preamble
|
PropCo Seller
|
Preamble
|
PropCo Sub
|
Recitals
|
Purchase Price
|
1.2(a)
|
Purchasers
|
Preamble
|
Purchasers’ Indemnified Parties
|
4.3
|
Purchasers’ Knowledge
|
4.5
|
Required Governmental Approvals
|
2.6(a)(iv)
|
Seller Guarantees
|
2.3
|
Seller Indemnified Parties
|
4.6
|
Sellers
|
Preamble
|
Sellers Basket
|
4.3
|
Sellers Cap
|
4.3
|
Sellers’ Knowledge
|
4.2
|
Termination Agreement
|
2.4
|
Termination Date
|
5.1(b)
|
Termination Event
|
5.2
|
Termination Fee
|
2.4
|
Three-Month Average Daily NOI
|
3.4(b)(ii)
|
If to Sellers:
|
c/o Brookdale Senior Living
111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Attention: General Counsel Facsimile No.: (615) 564-8204 E-mail: cwhite@brookdale.com |
with a copy to:
|
Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Upper Wacker Drive #2700 Chicago, Illinois 60606 Attention: Nancy M. Olson Thomas W. Greenberg Facsimile No.: (312) 407-8584 (917) 777-7886 E-mail: nancy.olson@skadden.com thomas.greenberg@skadden.com |
If to Purchasers:
|
c/o HCP, Inc.
1920 Main Street, Suite 1200 Irvine, California 92614 Attention: Scott Brinker Facsimile No.: N/A E-mail: sbrinker@hcpi.com |
with a copy to:
|
Latham & Watkins LLP
650 Town Center Drive, 20th Floor Costa Mesa, California 92626 Attention: David Meckler Facsimile No.: (714) 755-8290 E-mail: David.Meckler@lw.com |
|
SELLERS:
|
|
BKD CCRC PROPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
|
|
|
BKD CCRC OPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
|
PURCHASERS:
|
|
HCP S-2014 Member LLC, a Delaware limited liability company
By: /s/ Adam G. Mabry
Name: Adam G. Mabry
Title: Senior Vice President
|
|
S-H 2014 OPCO TRS, INC.,
a Delaware corporation
By: /s/ Adam G. Mabry
Name: Adam G. Mabry
Title: Senior Vice President
|
|
HCP:
Solely for purposes of Section 2.3 and Section 4.6,
HCP, INC.,
a Maryland corporation
By: /s/ Adam G. Mabry
Name: Adam G. Mabry
Title: Senior Vice President - Investments
BROOKDALE:
Solely for purposes of Section 4.3
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
Facility Name
|
Facility Address
|
PropCo Sub / Fee Owner
|
OpCo Sub / Lessee or Owner
|
Enterprise Valuation of Portfolio after giving effect to the Internal Restructuring
|
$1,000,000,000
|
|
||
Portfolio Debt as of the Closing
|
($547,650,450)
|
Estimate as of September 30, 2019 - to be updated at Closing
|
||
Equity Valuation
|
$452,349,550
|
Estimate as of September 30, 2019 - to be updated at Closing
|
||
Percentage Interest Purchased
|
51%
|
|
||
Purchase Price
|
$
|
230,698,270.65
|
|
Estimate as of September 30, 2019 - to be updated at Closing
|
|
SELLERS:
|
|
BKD CCRC PROPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /S/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
|
|
|
BKD CCRC OPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /S/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
PURCHASERS:
|
HCP S-2014 Member LLC, a Delaware limited liability company
By: /s/Adam G. Mabry
Name: Adam G. Mabry
Title: Senior Vice President
|
S-H 2014 OPCO TRS, INC.,
a Delaware corporation
By: /s/Adam G. Mabry
Name: Adam G. Mabry
Title: Senior Vice President
|
Facility Name
|
Facility Address
|
PropCo Sub / Fee Owner
|
OpCo Sub / Lessee or Owner
|
Enterprise Valuation of Portfolio after giving effect to the Internal Restructuring
|
$1,060,000,000.00
|
|
Portfolio Debt as of the Closing
|
($586,120,184.88)
|
Estimate as of September 30, 2019 - to be updated at Closing
|
Equity Valuation
|
$473,879,815.12
|
Estimate as of September 30, 2019 - to be updated at Closing
|
Percentage Interest Purchased
|
51%
|
|
Purchase Price
|
$241,678,705.71
|
Estimate as of September 30, 2019 - to be updated at Closing
|
I.
|
Required Governmental Approvals
|
STATE
|
FACILITY NAME
|
LICENSE/PERMIT/
CERTIFICATE
|
GOVERNMENTAL AUTHORITY
|
ACTION
|
II.
|
Other Notices and Filings
|
STATE
|
FACILITY NAME
|
LICENSE/PERMIT/
CERTIFICATE
|
GOVERNMENTAL AUTHORITY
|
ACTION
|
III.
|
Required Notices Pursuant to Existing Debt
|
Property
|
Lender/Servicer
|
Agency
|
Transfer/Prepayment Notice Provision
|
|
SELLERS:
|
|
BKD CCRC PROPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
|
|
|
BKD CCRC OPCO HOLDCO MEMBER, LLC,
a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President
|
|
PURCHASERS:
|
|
HCP S-H 2014 Member LLC,
a Delaware limited liability company
By: /s/ Jeffrey H. Miller
Name: Jeffrey H. Miller
Title: Executive Vice President
|
|
S-H 2014 OPCO TRS, INC.,
a Delaware corporation
By: /s/ Jeffrey H. Miller
Name: Jeffrey H. Miller
Title: Executive Vice President
|
TENANT:
|
BLC-THE HALLMARK, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-KENWOOD OF LAKE VIEW, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BROOKDALE SENIOR LIVING COMMUNITIES, INC. a Delaware corporation (f/k/a Alterra Healthcare Corporation and Alternative Living Services, Inc.)
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
|
BLC-DEVONSHIRE OF HOFFMAN ESTATES, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-SPRINGS AT EAST MESA, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership
By: BLC-Woodside Terrace, LLC, a Delaware limited liability company, its general partner
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
BLC-ATRIUM AT SAN JOSE, L.P., a Delaware limited partnership
By:BLC-Atrium at San Jose, LLC, a Delaware limited liability company, its general partner
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership
By:BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company, its general partner
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-PONCE DE LEON, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-PARK PLACE, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-HAWTHORNE LAKES, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-THE WILLOWS, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-BRENDENWOOD, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-CHARTFIELD, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SW ASSISTED LIVING, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE AT FAIRWOOD MANOR, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE 5 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE 4 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE 14 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
SUMMERVILLE 15 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
SUMMERVILLE 16 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
SUMMERVILLE 17 LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
ALS PROPERTIES TENANT I, LLC,
a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
ALS PROPERTIES TENANT II, LLC, a Delaware limited liability company
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
ALS LEASING, INC., a Delaware corporation
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
ASSISTED LIVING PROPERTIES, INC., a Kansas corporation
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
BLC-THE HALLMARK, LLC, A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Eric W. Hoaglund
Name: Eric W. Hoaglund
Title: Vice President
|
LANDLORD:
|
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By: Ventas, Inc., a Delaware corporation, its general partner
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: Senior Vice President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
PSLT-ALS PROPERTIES IV, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
2010 UNION LIMITED PARTNERSHIP, a Washington limited partnership
By: Nationwide Health Properties, LLC, its general partner
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas limited partnership
By: MLD Texas Corporation, its general partner
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
MLD PROPERTIES, INC., a Delaware corporation
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
|
JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
JER/NHP SENIOR LIVING KANSAS, INC., a Kansas corporation
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
JER/NHP SENIOR LIVING TEXAS, L.P., a Texas limited partnership
By: JER/NHP Management Texas, LLC, its general partner
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
MLD PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: MLD Properties II, Inc., its general partner
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
VENTAS FAIRWOOD, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
VENTAS FRAMINGHAM, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
|
VTR-EMRTS HOLDINGS, LLC, a Delaware limited liability company
By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President
|
Subject Facility
|
Address
|
Landlord
|
Tenant
|
VTR ID
|
BKD ID
|
Community Name
|
Landlord
|
Tenant
|
Address
|
Type
|
No. of Units
|
Tenant’s Proportionate Share
|
Listed Sale Facility
|
VTR ID
|
BKD ID
|
Community Name
|
Tenant
|
Licensee
|
License State
|
License Type(s)
|
Licensed Capacity
|
|
|
A.
|
If separation from service by the Company without cause (otherwise than within 18 months following a change in control of the Company), you would be eligible to receive 100% of your annual salary and 100% of your target annual bonus for the year of separation, payable over 12 months. Based on your current compensation level, this amount would be approximately $585,650. In addition, you would be eligible to receive a pro-rata bonus, to the extent earned under the applicable bonus plan following year-end (i.e., pro-rated based on the number of days you were employed during such year).
|
B.
|
If separation from service by you for good reason (otherwise than within 18 months following a change in control of the Company), you would be eligible to receive 100% of your annual salary and 75% of your target annual bonus for the year of separation, payable over 12 months. Based on your current compensation level, this amount would be approximately $525,363.
|
C.
|
If separation from service by the Company without cause or by you for good reason within 18 months following a change in control of the Company, you would instead be eligible to receive 150% of your annual salary and 150% of your target annual bonus for the year of separation, payable over 18 months. Based on your current compensation level, this amount would be approximately $878,475. In addition, you would be eligible to receive a pro-rata bonus as described in scenario “A” above.
|
Subsidiary
|
Jurisdiction of Incorporation or Formation
|
"Nurse-On-Call" Home Care, Inc.
|
FL
|
A.R.C. Management Corporation
|
TN
|
Abingdon Place of Gastonia Limited Partnership
|
NC
|
Abingdon Place of Greensboro Limited Partnership
|
NC
|
Abingdon Place of Lenoir Limited Partnership
|
NC
|
AH Battery Park Owner, LLC
|
DE
|
AH Illinois Huntley Member, LLC
|
OH
|
AH Illinois Huntley Owner, LLC
|
OH
|
AH Illinois Owner, LLC
|
DE
|
AH North Carolina Owner, LLC
|
DE
|
AH Ohio-Columbus Owner, LLC
|
DE
|
AH Pennsylvania Owner, LP
|
OH
|
AH Texas CGP, Inc.
|
OH
|
AH Texas Owner Limited Partnership
|
OH
|
AH Texas Owner Limited Partnership-SL
|
OH
|
AHC Bayside, Inc.
|
DE
|
AHC Exchange Corporation
|
DE
|
AHC Florham Park, LLC
|
DE
|
AHC Monroe Township, LLC
|
DE
|
AHC PHN I, Inc.
|
DE
|
AHC Properties, Inc.
|
DE
|
AHC Purchaser Parent, LLC
|
DE
|
AHC Purchaser, Inc.
|
DE
|
AHC Richland Hills, LLC
|
DE
|
AHC Shoreline, LLC
|
DE
|
AHC Southland-Lakeland, LLC
|
DE
|
AHC Southland-Melbourne, LLC
|
FL
|
AHC Southland-Ormond Beach, LLC
|
DE
|
AHC Sterling House of Brighton, LLC
|
DE
|
AHC Sterling House of Corsicana, LLC
|
DE
|
AHC Sterling House of Fairfield, LLC
|
DE
|
AHC Sterling House of Greenville, LLC
|
DE
|
AHC Sterling House of Harbison, LLC
|
DE
|
AHC Sterling House of Jacksonville, LLC
|
DE
|
AHC Sterling House of Lewisville, LLC
|
DE
|
AHC Sterling House of Mansfield, LLC
|
DE
|
AHC Sterling House of Newark, LLC
|
DE
|
AHC Sterling House of Oklahoma City West, LLC
|
DE
|
AHC Sterling House of Panama City, LLC
|
DE
|
AHC Sterling House of Port Charlotte, LLC
|
DE
|
AHC Sterling House of Punta Gorda, LLC
|
DE
|
AHC Sterling House of Urbana, LLC
|
DE
|
AHC Sterling House of Venice, LLC
|
DE
|
AHC Sterling House of Washington Township, LLC
|
DE
|
AHC Sterling House of Weatherford, LLC
|
DE
|
AHC Sterling House of Youngstown, LLC
|
DE
|
AHC Trailside, LLC
|
DE
|
AHC Villas of Albany Residential, LLC
|
DE
|
AHC Villas of the Atrium, LLC
|
DE
|
AHC Villas-Wynwood of Courtyard Albany, LLC
|
DE
|
AHC Villas-Wynwood of River Place, LLC
|
DE
|
AHC Wynwood of Rogue Valley, LLC
|
DE
|
AHC/ALS FM Holding Company, LLC
|
DE
|
Alabama Somerby, LLC
|
DE
|
ALS Holdings, Inc.
|
DE
|
ALS Kansas, Inc.
|
DE
|
ALS Leasing, Inc.
|
DE
|
ALS National SPE I, Inc.
|
DE
|
ALS National, Inc.
|
DE
|
ALS North America, Inc.
|
DE
|
ALS Properties Holding Company, LLC
|
DE
|
ALS Properties Tenant I, LLC
|
DE
|
ALS Properties Tenant II, LLC
|
DE
|
ALS Wisconsin Holdings, Inc.
|
DE
|
ALS-Clare Bridge, Inc.
|
DE
|
ALS-Stonefield, Inc.
|
DE
|
ALS-Venture II, Inc.
|
DE
|
ALS-Wovenhearts, Inc.
|
DE
|
Alternative Living Services Home Care, Inc.
|
NY
|
Alternative Living Services-New York, Inc.
|
DE
|
American Retirement Corporation
|
TN
|
Ameritex Home Care, Inc.
|
TX
|
ARC Aurora, LLC
|
TN
|
ARC Bahia Oaks, Inc.
|
TN
|
ARC Bay Pines, Inc.
|
TN
|
ARC Belmont, LLC
|
TN
|
ARC Boca Raton, Inc.
|
TN
|
ARC Boynton Beach, LLC
|
TN
|
ARC Bradenton HC, Inc.
|
TN
|
ARC Bradenton RC, Inc.
|
TN
|
ARC Brandywine GP, LLC
|
TN
|
ARC Brandywine, LP
|
DE
|
ARC Brookmont Terrace, Inc.
|
TN
|
ARC Carriage Club of Jacksonville, Inc.
|
TN
|
ARC Cleveland Heights, LLC
|
TN
|
ARC Cleveland Park, LLC
|
TN
|
ARC Coconut Creek Management, Inc.
|
TN
|
ARC Coconut Creek, LLC
|
TN
|
ARC Corpus Christi, LLC
|
TN
|
ARC Countryside, LLC
|
TN
|
ARC Creative Marketing, LLC
|
TN
|
ARC Cypress, LLC
|
TN
|
ARC Deane Hill, LLC
|
TN
|
ARC Delray Beach, LLC
|
TN
|
ARC Epic Holding Company, Inc.
|
TN
|
ARC Epic OpCo Holding Company, Inc.
|
DE
|
ARC FM Holding Company, LLC
|
DE
|
ARC Fort Austin Properties, LLC
|
TN
|
ARC Freedom Square Management, Inc.
|
TN
|
ARC Freedom, LLC
|
TN
|
ARC Greenwood Village, Inc.
|
TN
|
ARC Hampton Post Oak, Inc.
|
TN
|
ARC Heritage Club, Inc.
|
TN
|
ARC Holland, Inc.
|
TN
|
ARC Holley Court Management, Inc.
|
TN
|
ARC Holley Court, LLC
|
TN
|
ARC Homewood Corpus Christi, LLC
|
DE
|
ARC Homewood Victoria, Inc.
|
TN
|
ARC Imperial Plaza, LLC
|
TN
|
ARC Imperial Services, Inc.
|
TN
|
ARC Lakeway ALF Holding Company, LLC
|
DE
|
ARC Lakeway II, LP
|
TN
|
ARC Lakeway SNF, LLC
|
TN
|
ARC Lakewood, LLC
|
TN
|
ARC LP Holdings, LLC
|
TN
|
ARC Management, LLC
|
TN
|
ARC Naples, LLC
|
TN
|
ARC North Chandler, LLC
|
TN
|
ARC Oakhurst, Inc.
|
TN
|
ARC Parklane, Inc.
|
TN
|
ARC Partners II, Inc.
|
TN
|
ARC Pearland, LP
|
TN
|
ARC Pecan Park, LP
|
TN
|
ARC Pecan Park/Padgett, Inc.
|
TN
|
ARC Peoria II, Inc.
|
TN
|
ARC Peoria, LLC
|
TN
|
ARC Pinegate, LP
|
TN
|
ARC Post Oak, LP
|
TN
|
ARC Richmond Heights SNF, LLC
|
TN
|
ARC Richmond Heights, LLC
|
TN
|
ARC Richmond Place, Inc.
|
DE
|
ARC Rossmoor, Inc.
|
TN
|
ARC Santa Catalina, Inc.
|
TN
|
ARC SCC, Inc.
|
TN
|
ARC Scottsdale, LLC
|
TN
|
ARC Shadowlake, LP
|
TN
|
ARC Shavano Park, Inc.
|
TN
|
ARC Shavano, LP
|
TN
|
ARC Somerby Holdings, LLC
|
TN
|
ARC Spring Shadow, LP
|
TN
|
ARC Sun City Center, Inc.
|
TN
|
ARC Sweet Life Rosehill, LLC
|
TN
|
ARC Sweet Life Shawnee, LLC
|
TN
|
ARC Tarpon Springs, Inc.
|
TN
|
ARC Tennessee GP, Inc.
|
TN
|
ARC Therapy Services, LLC
|
TN
|
ARC Victoria, L.P.
|
TN
|
ARC Westlake Village SNF, LLC
|
DE
|
ARC Westlake Village, Inc.
|
TN
|
ARC Westover Hills, LP
|
TN
|
ARC Willowbrook, LLC
|
TN
|
ARC Wilora Assisted Living, LLC
|
TN
|
ARC Wilora Lake, Inc.
|
TN
|
ARCLP-Charlotte, LLC
|
TN
|
ARCPI Holdings, Inc.
|
DE
|
Asheville Manor, LP
|
NC
|
Assisted Living Properties, Inc.
|
KS
|
Batus, LLC
|
DE
|
BKD - GC FM Holdings, LLC
|
DE
|
BKD Adrian PropCo, LLC
|
DE
|
BKD AGC, Inc.
|
DE
|
BKD Alabama Operator, LLC
|
DE
|
BKD Alabama SNF, LLC
|
DE
|
BKD Altamonte Springs, LLC
|
DE
|
BKD Apache Junction Operator, LLC
|
DE
|
BKD Apache Junction PropCo, LLC
|
DE
|
BKD Arbors of Santa Rosa, LLC
|
DE
|
BKD Ballwin, LLC
|
DE
|
BKD Belle Meade, LLC
|
DE
|
BKD Bossier City Operator, LLC
|
DE
|
BKD Bossier City Propco, LLC
|
DE
|
BKD Bradford Village OpCo LLC
|
DE
|
BKD Bradford Village Propco, LLC
|
DE
|
BKD BRE Knight Member Holding, LLC
|
DE
|
BKD BRE Knight Member, LLC
|
DE
|
BKD Brentwood at Niles, LLC
|
DE
|
BKD Brookdale Marketplace, LLC
|
DE
|
BKD Brookdale Place of Brookfield, LLC
|
DE
|
BKD Carrollton Operator, LLC
|
DE
|
BKD Carrollton Propco, LLC
|
DE
|
BKD CCRC OpCo HoldCo Member, LLC
|
DE
|
BKD CCRC PropCo HoldCo Member, LLC
|
DE
|
BKD Chambrel Holding, LLC
|
DE
|
BKD Chandler Operator, LLC
|
DE
|
BKD Chandler PropCo, LLC
|
DE
|
BKD Charleston South Carolina, LLC
|
DE
|
BKD Clare Bridge and Sterling House of Battle Creek, LLC
|
DE
|
BKD Clare Bridge of Beaverton, LLC
|
DE
|
BKD Clare Bridge of Bend, LLC
|
DE
|
BKD Clare Bridge of Brookfield, LLC
|
DE
|
BKD Clare Bridge of Dublin, LLC
|
DE
|
BKD Clare Bridge of Meridian, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City, LLC
|
DE
|
BKD Clare Bridge of Oklahoma City-SW, LLC
|
DE
|
BKD Clare Bridge of Olympia, LLC
|
DE
|
BKD Clare Bridge of Spokane, LLC
|
DE
|
BKD Clare Bridge of Troutdale, LLC
|
DE
|
BKD Clare Bridge of Wichita, LLC
|
DE
|
BKD Clare Bridge Place Brookfield, LLC
|
DE
|
BKD College Place, LLC
|
DE
|
BKD Conway SC, LLC
|
DE
|
BKD Corona LLC
|
DE
|
BKD Cortona Park, LLC
|
DE
|
BKD Deane Hill, LLC
|
DE
|
BKD Emeritus EI, LLC
|
DE
|
BKD Employee Services - RIDEA 49, LLC
|
DE
|
BKD Englewood Colorado, LLC
|
DE
|
BKD Finance Holdco, LLC
|
DE
|
BKD FM Holding Company, LLC
|
DE
|
BKD FM Nine Holdings, LLC
|
DE
|
BKD FM PNC Holding Company I, LLC
|
DE
|
BKD FM PNC Holding Company II, LLC
|
DE
|
BKD FM PNC Holding Company III, LLC
|
DE
|
BKD FM21 Holdings I, LLC
|
DE
|
BKD FM21 Holdings II, LLC
|
DE
|
BKD FM21 Holdings III, LLC
|
DE
|
BKD FM7 HoldCo CA, LLC
|
DE
|
BKD FM7 HoldCo MI-CO, LLC
|
DE
|
BKD FM7 HoldCo VA, LLC
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DE
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BKD Folsom LLC
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DE
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BKD Franklin, LLC
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DE
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BKD Freedom Plaza Arizona - Peoria, LLC
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DE
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BKD Gaines Ranch, LLC
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DE
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BKD Gallatin, LLC
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DE
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BKD Gardens-Tarzana Propco, LLC
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DE
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BKD Germantown, LLC
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DE
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BKD Goodlettsville PropCo, LLC
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DE
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BKD GV Investor, LLC
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DE
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BKD Hamilton Wolfe - San Antonio LLC
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DE
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BKD Hartwell, LLC
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DE
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BKD HB Acquisition Sub, Inc.
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DE
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BKD HCR Master Lease 3 Tenant, LLC
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DE
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BKD Hillside Holdco, LLC
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DE
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BKD Hillside, LLC
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DE
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BKD Homewood Corpus Christi Propco, LLC
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DE
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BKD Horsham, LLC
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DE
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BKD Illinois Retail, LLC
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DE
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BKD Island Lake Holdings, LLC
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DE
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BKD Island Lake, LLC
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DE
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BKD Jones Farm, LLC
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DE
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BKD Kettleman Lane LLC
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DE
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BKD Kingsport, LLC
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DE
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BKD Lake Orienta, LLC
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DE
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BKD Lawrenceville, LLC
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DE
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BKD Lebanon/Southfield, LLC
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DE
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BKD Lodi, LLC
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DE
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BKD Lubbock GP, LLC
|
DE
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BKD Management Holdings FC, Inc.
|
DE
|
BKD Michigan City, LLC
|
DE
|
BKD Minnetonka Assisted Living, LLC
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DE
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BKD Murray, LLC
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DE
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BKD Nashville Office Bistro, LLC
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DE
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BKD New England Bay, LLC
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DE
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BKD Newnan, LLC
|
DE
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BKD North Chandler, LLC
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DE
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BKD North Gilbert, LLC
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DE
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BKD North Glendale, LLC
|
DE
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BKD Northport Operator, LLC
|
DE
|
BKD Northport Propco Member, LLC
|
DE
|
BKD Northport Propco, LLC
|
DE
|
BKD Oak Park, LLC
|
DE
|
BKD Oklahoma Management, LLC
|
DE
|
BKD Olney, LLC
|
DE
|
BKD Ormond Beach PropCo, LLC
|
DE
|
BKD Oswego, LLC
|
DE
|
BKD Owatonna, LLC
|
DE
|
BKD Palm Beach Gardens, LLC
|
DE
|
BKD Paradise Valley Propco, LLC
|
DE
|
BKD Parkplace, LLC
|
DE
|
BKD Patriot Heights, LLC
|
DE
|
BKD Pearland, LLC
|
DE
|
BKD Personal Assistance Services, LLC
|
DE
|
BKD PHS Investor, LLC
|
DE
|
BKD Project 3 Holding Co., LLC
|
DE
|
BKD Project 3 Manager, LLC
|
DE
|
BKD Richmond Place Propco, LLC
|
DE
|
BKD RIDEA OpCo HoldCo Member, LLC
|
DE
|
BKD RIDEA PropCo HoldCo Member, LLC
|
DE
|
BKD River Road, LLC
|
DE
|
BKD Roanoke PropCo, LLC
|
DE
|
BKD Robin Run Real Estate, Inc.
|
DE
|
BKD Rome Operator, LLC
|
DE
|
BKD Rome PropCo, LLC
|
DE
|
BKD Roseland, LLC
|
DE
|
BKD Sakonnet Bay, LLC
|
DE
|
BKD San Marcos South LLC
|
DE
|
BKD Shadowlake, LLC
|
DE
|
BKD Sherwood - Odessa LLC
|
DE
|
BKD Shoreline, LLC
|
DE
|
BKD Skyline PropCo, LLC
|
DE
|
BKD South Bay, LLC
|
DE
|
BKD Sparks, LLC
|
DE
|
BKD Spring Shadows, LLC
|
DE
|
BKD St. Augustine, LLC
|
DE
|
BKD Sterling House of Bloomington, LLC
|
DE
|
BKD Sterling House of Bowling Green, LLC
|
DE
|
BKD Sterling House of Cedar Hill, LLC
|
DE
|
BKD Sterling House of Colorado Springs-Briargate, LLC
|
DE
|
BKD Sterling House of Deland, LLC
|
DE
|
BKD Sterling House of Denton-Parkway, LLC
|
DE
|
BKD Sterling House of DeSoto, LLC
|
DE
|
BKD Sterling House of Duncan, LLC
|
DE
|
BKD Sterling House of Edmond, LLC
|
DE
|
BKD Sterling House of Enid, LLC
|
DE
|
BKD Sterling House of Junction City, LLC
|
DE
|
BKD Sterling House of Kokomo, LLC
|
DE
|
BKD Sterling House of Lawton, LLC
|
DE
|
BKD Sterling House of Loveland-Orchards, LLC
|
DE
|
BKD Sterling House of Mansfield, LLC
|
DE
|
BKD Sterling House of Merrillville, LLC
|
DE
|
BKD Sterling House of Midwest City, LLC
|
DE
|
BKD Sterling House of Oklahoma City North, LLC
|
DE
|
BKD Sterling House of Oklahoma City South, LLC
|
DE
|
BKD Sterling House of Palestine, LLC
|
DE
|
BKD Sterling House of Ponca City, LLC
|
DE
|
BKD Sterling House of Waxahachie, LLC
|
DE
|
BKD Sterling House of West Melbourne I and II, LLC
|
DE
|
BKD Sterling House of Wichita-Tallgrass, LLC
|
DE
|
BKD Sun City Center-LaBarc, LLC
|
DE
|
BKD Tamarac Square PropCo, LLC
|
DE
|
BKD Tanque Verde, LLC
|
DE
|
BKD Ten Oaks Operator, LLC
|
DE
|
BKD Ten Oaks Propco, LLC
|
DE
|
BKD The Heights, LLC
|
DE
|
BKD Thirty-Five OpCo, Inc.
|
DE
|
BKD Thirty-Five Op-Holdco Member, LLC
|
DE
|
BKD Thirty-Five Propco, Inc.
|
DE
|
BKD Thirty-Five Prop-Holdco Member, LLC
|
DE
|
BKD Tullahoma, LLC
|
DE
|
BKD Twenty-One Management Company, Inc.
|
DE
|
BKD Twenty-One Opco, Inc.
|
DE
|
BKD Twenty-One Propco, Inc.
|
DE
|
BKD University Park Holding Company, LLC
|
DE
|
BKD University Park SNF, LLC
|
DE
|
BKD Vista, LLC
|
DE
|
BKD Wekiwa Springs, LLC
|
DE
|
BKD Wellington Fort Walton Beach, LLC
|
DE
|
BKD Wellington Muscle Shoals, LLC
|
DE
|
BKD Wellington Newport, LLC
|
DE
|
BKD West Melbourne PropCo, LLC
|
DE
|
BKD Westover Hills, LLC
|
DE
|
BKD Willowbrook Propco, LLC
|
DE
|
BKD Wilsonville,LLC
|
DE
|
BKD Wooster MC, LLC
|
DE
|
BKD Wynwood of Madison West Real Estate, LLC
|
DE
|
BKD Wynwood of Richboro-Northhampton, LLC
|
DE
|
BLC - Atrium at San Jose, L.P.
|
DE
|
BLC - Atrium at San Jose, LLC
|
DE
|
BLC - Brendenwood, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LLC
|
DE
|
BLC - Brookdale Place of San Marcos, LP
|
DE
|
BLC - Chatfield, LLC
|
DE
|
BLC - Devonshire of Hoffman Estates, LLC
|
DE
|
BLC - Devonshire of Lisle, LLC
|
DE
|
BLC - Edina Park Plaza, LLC
|
DE
|
BLC - Gables at Farmington, LLC
|
DE
|
BLC - Hawthorne Lakes, LLC
|
DE
|
BLC - Kenwood of Lake View, LLC
|
DE
|
BLC - Park Place, LLC
|
DE
|
BLC - Ponce de Leon, LLC
|
DE
|
BLC - River Bay Club, LLC
|
DE
|
BLC - Springs at East Mesa, LLC
|
DE
|
BLC - The Berkshire of Castleton, L.P.
|
DE
|
BLC - The Berkshire of Castleton, LLC
|
DE
|
BLC - The Gables at Brighton, LLC
|
DE
|
BLC - The Hallmark, LLC
|
DE
|
BLC - The Heritage of Des Plaines, LLC
|
DE
|
BLC - The Willows, LLC
|
DE
|
BLC - Village at Skyline, LLC
|
DE
|
BLC - Woodside Terrace, L.P.
|
DE
|
BLC - Woodside Terrace, LLC
|
DE
|
BLC Acquisitions, Inc.
|
DE
|
BLC Adrian-GC, LLC
|
DE
|
BLC Albuquerque-GC, LLC
|
DE
|
BLC Atrium-Jacksonville SNF, LLC
|
DE
|
BLC Atrium-Jacksonville, LLC
|
DE
|
BLC Bristol-GC, LLC
|
DE
|
BLC Cedar Springs, LLC
|
DE
|
BLC Chancellor-Lodi LH, LLC
|
DE
|
BLC Chancellor-Murrieta LH, LLC
|
DE
|
BLC Chancellor-Windsor, Inc.
|
DE
|
BLC Chancellor-Windsor, L.P.
|
DE
|
BLC Crystal Bay, LLC
|
DE
|
BLC Dayton-GC, LLC
|
DE
|
BLC Emerald Crossings, LLC
|
DE
|
BLC Farmington Hills-GC, LLC
|
DE
|
BLC Federal Way LH, LLC
|
DE
|
BLC Federal Way, LLC
|
DE
|
BLC Finance I, LLC
|
DE
|
BLC Findlay-GC, LLC
|
DE
|
BLC FM Holding Company, LLC
|
DE
|
BLC Fort Myers-GC, LLC
|
DE
|
BLC Gables-Monrovia, Inc.
|
DE
|
BLC Gables-Monrovia, L.P.
|
DE
|
BLC Gardens-Santa Monica LH, LLC
|
DE
|
BLC Gardens-Santa Monica, Inc.
|
DE
|
BLC Gardens-Santa Monica, LLC
|
DE
|
BLC Gardens-Tarzana Holding, LLC
|
DE
|
BLC Gardens-Tarzana, Inc.
|
DE
|
BLC Gardens-Tarzana, L.P.
|
DE
|
BLC Gardens-Tarzana, LLC
|
DE
|
BLC Glenwood Gardens SNF, LLC
|
DE
|
BLC Glenwood-Gardens AL, LLC
|
DE
|
BLC Glenwood-Gardens AL-LH, LLC
|
DE
|
BLC Glenwood-Gardens SNF, Inc.
|
DE
|
BLC Glenwood-Gardens SNF-LH, LLC
|
DE
|
BLC Glenwood-Gardens, Inc.
|
DE
|
BLC Inn at the Park, Inc.
|
DE
|
BLC Inn at the Park, LLC
|
DE
|
BLC Jackson Oaks, LLC
|
DE
|
BLC Kansas City-GC, LLC
|
DE
|
BLC Las Vegas-GC, LLC
|
DE
|
BLC Lexington SNF, LLC
|
DE
|
BLC Liberty FM Holding Company, LLC
|
DE
|
BLC Lodge at Paulin, Inc.
|
DE
|
BLC Lodge at Paulin, L.P.
|
DE
|
BLC Lubbock-GC, LLC
|
DE
|
BLC Lubbock-GC, LP
|
DE
|
BLC Management of Texas, LLC
|
DE
|
BLC Management-3, LLC
|
DE
|
BLC Mirage Inn, Inc.
|
DE
|
BLC Mirage Inn, L.P.
|
DE
|
BLC New York Holdings, Inc.
|
DE
|
BLC Nohl Ranch, Inc.
|
DE
|
BLC Nohl Ranch, LLC
|
DE
|
BLC Novi-GC, LLC
|
DE
|
BLC Oak Tree Villa, Inc.
|
DE
|
BLC Oak Tree Villa, L.P.
|
DE
|
BLC Ocean House, Inc.
|
DE
|
BLC Ocean House, L.P.
|
DE
|
BLC Overland Park-GC, LLC
|
DE
|
BLC Pacific Inn, Inc.
|
DE
|
BLC Pacific Inn, L.P.
|
DE
|
BLC Pennington Place, LLC
|
DE
|
BLC Phoenix-GC, LLC
|
DE
|
BLC Properties I, LLC
|
DE
|
BLC Roman Court, LLC
|
DE
|
BLC Sand Point, LLC
|
DE
|
BLC Sheridan, LLC
|
DE
|
BLC Southerland Place - Midlothian, LLC
|
DE
|
BLC Southerland Place-Germantown, LLC
|
DE
|
BLC Springfield-GC, LLC
|
DE
|
BLC Tampa-GC, LLC
|
DE
|
BLC Tavares-GC, LLC
|
DE
|
BLC The Fairways LH, LLC
|
DE
|
BLC The Fairways, LLC
|
DE
|
BLC Victorian Manor, LLC
|
DE
|
BLC Wellington FM Holding Company, LLC
|
DE
|
BLC Wellington-Athens, LLC
|
DE
|
BLC Wellington-Cleveland, LLC
|
DE
|
BLC Wellington-Colonial Heights, LLC
|
DE
|
BLC Wellington-Fort Walton Beach, LLC
|
DE
|
BLC Wellington-Gardens PropCo, LLC
|
DE
|
BLC Wellington-Gardens, LLC
|
DE
|
BLC Wellington-Greeneville TN, LLC
|
DE
|
BLC Wellington-Greenville MS, LLC
|
DE
|
BLC Wellington-Hampton Cove, LLC
|
DE
|
BLC Wellington-Hixson, LLC
|
DE
|
BLC Wellington-Johnson City, LLC
|
DE
|
BLC Wellington-Kennesaw, LLC
|
DE
|
BLC Wellington-Kingston, LLC
|
DE
|
BLC Wellington-Maryville, LLC
|
DE
|
BLC Wellington-Newport, LLC
|
DE
|
BLC Wellington-Sevierville, LLC
|
DE
|
BLC Wellington-Shoals, LLC
|
DE
|
BLC Windsor Place, LLC
|
DE
|
BLC-Club Hill, LLC
|
DE
|
BLC-GC Member, LLC
|
DE
|
BLC-GC Texas, L.P.
|
DE
|
BLC-GFB Member, LLC
|
DE
|
BLC-Montrose, LLC
|
DE
|
BLC-Patriot Heights, LLC
|
DE
|
BLC-Pinecastle, LLC
|
DE
|
BLC-Roswell, LLC
|
DE
|
BLC-Williamsburg, LLC
|
DE
|
BREA Atlanta Court LLC
|
DE
|
BREA Atlanta Gardens LLC
|
DE
|
BREA Boynton Beach LLC
|
DE
|
BREA BREA LLC
|
DE
|
BREA Charlotte LLC
|
DE
|
BREA Citrus Heights LLC
|
DE
|
BREA Colorado Springs LLC
|
DE
|
BREA Denver LLC
|
DE
|
BREA Dunedin LLC
|
DE
|
BREA East Mesa LLC
|
DE
|
BREA East Mesa PropCo, LLC
|
DE
|
BREA Emeritus LLC
|
DE
|
BREA Emerson LLC
|
DE
|
BREA FM Holding Company, LLC
|
DE
|
BREA Overland Park LLC
|
DE
|
BREA Palmer Ranch LLC
|
DE
|
BREA Peoria LLC
|
DE
|
BREA Reno LLC
|
DE
|
BREA Roanoke LLC
|
DE
|
BREA Sarasota LLC
|
DE
|
BREA Sun City West LLC
|
DE
|
BREA Tucson LLC
|
DE
|
BREA Wayne LLC
|
DE
|
BREA West Orange LLC
|
DE
|
BREA Whittier LLC
|
DE
|
Brookdale 20 Property Springing Member, Inc.
|
DE
|
Brookdale Castle Hills, LLC
|
DE
|
Brookdale Chancellor, Inc.
|
DE
|
Brookdale Corporate, LLC
|
DE
|
Brookdale Cypress Station, LLC
|
DE
|
Brookdale Development, LLC
|
DE
|
Brookdale Employee Services - Corporate, LLC
|
DE
|
Brookdale Employee Services, LLC
|
DE
|
Brookdale F&B, LLC
|
DE
|
Brookdale Gardens, Inc.
|
DE
|
Brookdale Home Health of Sonoma, LLC
|
DE
|
Brookdale Home Health, LLC
|
DE
|
Brookdale Hospice of Philadelphia, LLC
|
DE
|
Brookdale Hospice, LLC
|
DE
|
Brookdale Klamath Falls, LLC
|
DE
|
Brookdale Lakeway, LLC
|
DE
|
Brookdale Liberty, LLC
|
DE
|
Brookdale Living Communities of Florida, Inc.
|
DE
|
Brookdale Living Communities of Florida-PO, LLC
|
DE
|
Brookdale Living Communities of Illinois-DNC, LLC
|
DE
|
Brookdale Living Communities of Illinois-GE, Inc.
|
DE
|
Brookdale Living Communities of Illinois-GV, LLC
|
DE
|
Brookdale Living Communities of Illinois-Huntley, LLC
|
DE
|
Brookdale Living Communities of Missouri-CC, LLC
|
DE
|
Brookdale Living Communities of New York-BPC, Inc.
|
DE
|
Brookdale Living Communities of North Carolina, Inc.
|
DE
|
Brookdale Living Communities of Ohio-SP, LLC
|
DE
|
Brookdale Living Communities of Pennsylvania-ML, Inc.
|
DE
|
Brookdale Living Communities of Texas Club Hill, LLC
|
DE
|
Brookdale Living Communities of Texas, Inc.
|
DE
|
Brookdale Living Communities, Inc.
|
DE
|
Brookdale Living Communities-GC Texas, Inc.
|
DE
|
Brookdale Living Communities-GC, LLC
|
DE
|
Brookdale Management Holding, LLC
|
DE
|
Brookdale Management of California, LLC
|
DE
|
Brookdale Management of Florida-PO, LLC
|
DE
|
Brookdale Management of Illinois-GV, LLC
|
DE
|
Brookdale Management of Texas, L.P.
|
DE
|
Brookdale Management-Akron, LLC
|
DE
|
Brookdale Management-DP, LLC
|
DE
|
Brookdale Management-II, LLC
|
DE
|
Brookdale McMinnville Westside, LLC
|
DE
|
Brookdale Northwest Hills, LLC
|
DE
|
Brookdale Operations, LLC
|
DE
|
Brookdale Place at Fall Creek, LLC
|
DE
|
Brookdale Place at Finneytown, LLC
|
DE
|
Brookdale Place at Kenwood, LLC
|
DE
|
Brookdale Place at Oakwood, LLC
|
DE
|
Brookdale Place at Willow Lake, LLC
|
DE
|
Brookdale Place of Albuquerque, LLC
|
DE
|
Brookdale Place of Ann Arbor, LLC
|
DE
|
Brookdale Place of Augusta, LLC
|
DE
|
Brookdale Place of Bath, LLC
|
DE
|
Brookdale Place of Colorado Springs, LLC
|
DE
|
Brookdale Place of Englewood, LLC
|
DE
|
Brookdale Place of South Charlotte, LLC
|
DE
|
Brookdale Place of West Hartford, LLC
|
DE
|
Brookdale Place of Wilton, LLC
|
DE
|
Brookdale Place of Wooster, LLC
|
DE
|
Brookdale Provident Management, LLC
|
DE
|
Brookdale Provident Properties, LLC
|
DE
|
Brookdale Real Estate, LLC
|
DE
|
Brookdale Senior Housing, LLC
|
DE
|
Brookdale Senior Living Communities, Inc.
|
DE
|
Brookdale Senior Living Inc.
|
DE
|
Brookdale Vehicle Holding, LLC
|
DE
|
Brookdale Wellington Lessee, Inc.
|
DE
|
Brookdale Wellington, Inc.
|
DE
|
Brookdale.com, LLC
|
DE
|
Burlington Manor ALZ, LLC
|
NC
|
Burlington Manor, LLC
|
NC
|
Carolina House of Asheboro, LLC
|
NC
|
Carolina House of Cary, LLC
|
NC
|
Carolina House of Chapel Hill, LLC
|
NC
|
Carolina House of Durham, LLC
|
NC
|
Carolina House of Elizabeth City, LLC
|
NC
|
Carolina House of Florence, LLC
|
NC
|
Carolina House of Forest City, LLC
|
NC
|
Carolina House of Greenville, LLC
|
NC
|
Carolina House of Lexington, LLC
|
NC
|
Carolina House of Morehead City, LLC
|
NC
|
Carolina House of Reidsville, LLC
|
NC
|
Carolina House of Smithfield, LLC
|
NC
|
Carolina House of the Village of Pinehurst, LLC
|
NC
|
Carolina House of Wake Forest, LLC
|
NC
|
Champion Oaks Investors LLC
|
DE
|
Clare Bridge of Carmel, LLC
|
DE
|
Clare Bridge of Virginia Beach Estates, LLC
|
DE
|
Cloverset Place, LP
|
MO
|
CMCP Texas, Inc.
|
DE
|
CMCP-Club Hill, LLC
|
DE
|
CMCP-Island Lake, LLC
|
DE
|
CMCP-Montrose, LLC
|
DE
|
CMCP-Pinecastle, LLC
|
DE
|
CMCP-Roswell, LLC
|
DE
|
CMCP-Williamsburg, LLC
|
DE
|
Collin Oaks Investors LLC
|
DE
|
Concord Manor Limted Partnership
|
NC
|
Coventry Corporation
|
KS
|
Crossings International Corporation
|
WA
|
Cypress Arlington & Leawood JV, LLC
|
DE
|
Cypress Arlington GP, LLC
|
DE
|
Cypress Arlington, L.P.
|
DE
|
Cypress Dallas & Ft. Worth JV, LLC
|
DE
|
Cypress Dallas GP, LLC
|
DE
|
Cypress Dallas, L.P.
|
DE
|
Danville Place I, LLC
|
VA
|
Danville Place Special Management, LLC
|
NC
|
Duval Oaks Investors LLC
|
DE
|
Eden Estates, LLC
|
NC
|
EmeriCal Inc
|
DE
|
EmeriCare Countryside Village LLC
|
DE
|
EmeriCare DME LLC
|
DE
|
EmeriCare Heritage LLC
|
DE
|
EmeriCare Inc
|
DE
|
EmeriCare Kingwood LLC
|
DE
|
EmeriCare NOC LLC
|
DE
|
EmeriCare Palmer Ranch LLC
|
DE
|
EmeriCare Rehab LLC
|
DE
|
EmeriCare Skylyn Place LLC
|
DE
|
EmeriCare Sugarland LLC
|
DE
|
EmeriChenal LLC
|
DE
|
Emerichip Alexandria LLC
|
DE
|
Emerichip Allentown LLC
|
DE
|
Emerichip Auburn LLC
|
DE
|
Emerichip Biloxi LLC
|
DE
|
Emerichip Boise LLC
|
DE
|
Emerichip Bozeman LLC
|
DE
|
Emerichip Cedar Rapids LLC
|
DE
|
Emerichip Dover LLC
|
DE
|
Emerichip Emerald Hills LLC
|
DE
|
Emerichip Everett LLC
|
DE
|
Emerichip Hendersonville LLC
|
DE
|
Emerichip Holdings LLC
|
DE
|
Emerichip La Casa Grande LLC
|
DE
|
Emerichip Lafayette LLC
|
DE
|
Emerichip Lake Charles LLC
|
DE
|
Emerichip Latrobe LLC
|
DE
|
Emerichip Lewiston LLC
|
DE
|
Emerichip Morristown LLC
|
DE
|
Emerichip Ocala East LLC
|
DE
|
Emerichip Ocala West LLC
|
DE
|
Emerichip Odessa LP
|
DE
|
Emerichip Ontario LLC
|
DE
|
Emerichip Painted Post LLC
|
DE
|
Emerichip Pine Park, LLC
|
DE
|
Emerichip Puyallup LLC
|
DE
|
Emerichip Renton LLC
|
DE
|
Emerichip San Antonio AO LP
|
DE
|
Emerichip San Antonio HH LP
|
DE
|
Emerichip San Marcos LP
|
DE
|
Emerichip Texas LLC
|
DE
|
Emerichip Voorhees LLC
|
DE
|
Emerichip Walla Walla LLC
|
DE
|
EmeriClear LLC
|
DE
|
Emerifrat LLC
|
DE
|
Emerihrt Bloomsburg LLC
|
DE
|
Emerihrt Creekview LLC
|
DE
|
Emerihrt Danville LLC
|
DE
|
Emerihrt Greensboro LLC
|
DE
|
Emerihrt Harrisburg LLC
|
DE
|
Emerihrt Harrisonburg LLC
|
DE
|
Emerihrt Henderson LP
|
DE
|
Emerihrt Medical Center LP
|
DE
|
Emerihrt Oakwell Farms LP
|
DE
|
Emerihrt Ravenna LLC
|
DE
|
Emerihrt Roanoke LLC
|
DE
|
Emerihrt Stonebridge Ranch LP
|
DE
|
Emerihud II LLC
|
DE
|
Emerihud LLC
|
DE
|
Emerikeyt Liberal Springs LLC
|
DE
|
Emerikeyt Lo of Broadmoor LLC
|
DE
|
Emerikeyt Palms at Loma Linda Inc.
|
CA
|
Emerikeyt Springs at Oceanside Inc.
|
CA
|
EmeriMand LLC
|
DE
|
EmeriMandeville LLC
|
DE
|
EmeriMesa LLC
|
DE
|
Emerimont LLC
|
DE
|
Emeripalm LLC
|
DE
|
Emeripark SC LLC
|
DE
|
Emeriport Inc.
|
CA
|
EmeriPrez LLC
|
DE
|
EmeriRock LLC
|
DE
|
EmeriRose LLC
|
DE
|
Emerishire LLC
|
DE
|
Emeri-Sky SC LLC
|
DE
|
Emeritol Canterbury Ridge LLC
|
DE
|
Emeritol Colonial Park Club LLC
|
DE
|
Emeritol Dowlen Oaks LLC
|
DE
|
Emeritol Eastman Estates LLC
|
DE
|
Emeritol Elmbrook Estates LLC
|
DE
|
Emeritol Evergreen Lodge LLC
|
DE
|
Emeritol Fairhaven Estates LLC
|
DE
|
Emeritol Grand Terrace LLC
|
DE
|
Emeritol Harbour Pointe Shores LLC
|
DE
|
Emeritol Hearthstone Inn LLC
|
DE
|
Emeritol Highland Hills LLC
|
DE
|
Emeritol Lakeridge Place LLC
|
DE
|
Emeritol LO Coeur D'Alene LLC
|
DE
|
Emeritol LO Flagstaff LLC
|
DE
|
Emeritol LO Hagerstown LLC
|
DE
|
Emeritol LO Hattiesburg LLC
|
DE
|
Emeritol LO Lakewood LLC
|
DE
|
Emeritol LO Phoenix LLC
|
DE
|
Emeritol LO Staunton LLC
|
DE
|
Emeritol Meadowbrook LLC
|
DE
|
Emeritol Meadowlands Terrace LLC
|
DE
|
Emeritol Park Club Brandon LLC
|
DE
|
Emeritol Park Club Oakbridge LLC
|
DE
|
Emeritol Pines of Tewksbury LLC
|
DE
|
Emeritol Ridge Wind LLC
|
DE
|
Emeritol Saddleridge Lodge LLC
|
DE
|
Emeritol Seville Estates LLC
|
DE
|
Emeritol Stonecreek Lodge LLC
|
DE
|
Emeritol Woods At Eddy Pond LLC
|
DE
|
Emeritrace LLC
|
DE
|
Emeritrog LLC
|
DE
|
Emeritus Corporation
|
WA
|
Emeritus Nebraska LLC
|
DE
|
Emeritus Properties Ark Wildflower LLC
|
DE
|
Emeritus Properties Ark Willow Brook LLC
|
DE
|
Emeritus Properties II, Inc.
|
WA
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Emeritus Properties III, Inc.
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WA
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Emeritus Properties IV, Inc.
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WA
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Emeritus Properties IX, LLC
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WA
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Emeritus Properties V, Inc.
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WA
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Emeritus Properties X, LLC
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WA
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Emeritus Properties XI, LLC
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WA
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Emeritus Properties XII, LLC
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WA
|
Emeritus Properties XIV, LLC
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WA
|
Emeritus Properties XVI, Inc.
|
NV
|
Emeritus Properties-Arkansas, LLC
|
DE
|
Emeritus Properties-NGH, LLC
|
WA
|
EmeritusMerced Inc
|
DE
|
Emerivent Atherton Court Inc
|
DE
|
Emerivent Bradenton LLC
|
DE
|
Emerivent Brighton LLC
|
DE
|
Emerivent Lake Mary LLC
|
DE
|
Emerivent Mentor LLC
|
DE
|
Emerivill SC LLC
|
DE
|
EmeriVista LLC
|
DE
|
Emeriweg Troy LLC
|
DE
|
Emeriweg Vestal LLC
|
DE
|
Emeriyaf LLC
|
DE
|
ESC G.P. II, Inc.
|
WA
|
ESC III, L.P.
|
WA
|
ESC IV, L.P.
|
WA
|
ESC Project SF Manager, LLC
|
DE
|
ESC-Arbor Place, LLC
|
DE
|
ESC-New Port Richey, LLC
|
WA
|
ESC-NGH, L.P.
|
WA
|
ESC-Ridgeland, LLC
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WA
|
FEBC-ALT Holdings Inc.
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DE
|
FEBC-ALT Investors LLC
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DE
|
FIT REN Holdings GP Inc.
|
DE
|
FIT REN LLC
|
DE
|
FIT REN Mirage Inn LP
|
DE
|
FIT REN Nohl Ranch LP
|
DE
|
FIT REN Oak Tree LP
|
DE
|
FIT REN Ocean House LP
|
DE
|
FIT REN Pacific Inn LP
|
DE
|
FIT REN Park LP
|
DE
|
FIT REN Paulin Creek LP
|
DE
|
FIT REN The Gables LP
|
DE
|
Fort Austin Limited Partnership
|
TX
|
Fortress CCRC Acquisition LLC
|
DE
|
Freedom Group Naples Management Company, Inc.
|
TN
|
Freedom Village of Holland Michigan
|
MI
|
Freedom Village of Sun City Center, Ltd.
|
FL
|
Fretus Investors Austin LP
|
DE
|
Fretus Investors Chandler LLC
|
DE
|
Fretus Investors Dallas LP
|
DE
|
Fretus Investors Farmers Branch LP
|
DE
|
Fretus Investors Fort Wayne LLC
|
DE
|
Fretus Investors Fort Worth LP
|
DE
|
Fretus Investors Glendale LLC
|
DE
|
Fretus Investors Greenwood LLC
|
DE
|
Fretus Investors Hollywood Park LP
|
DE
|
Fretus Investors Houston LP
|
DE
|
Fretus Investors Jacksonville LLC
|
DE
|
Fretus Investors Las Vegas LLC
|
DE
|
Fretus Investors Melbourne LLC
|
DE
|
Fretus Investors Memorial Oaks Houston LP
|
DE
|
Fretus Investors Mesa LLC
|
DE
|
Fretus Investors Orange Park LLC
|
DE
|
Fretus Investors Orlando LLC
|
DE
|
Fretus Investors Plano LP
|
DE
|
Fretus Investors San Antonio LP
|
DE
|
Fretus Investors Sugar Land LP
|
DE
|
Fretus Investors Winter Springs LLC
|
DE
|
Fretus Investors, LLC
|
WA
|
Gaston Manor, LLC
|
NC
|
Gaston Place, LLC
|
NC
|
Gastonia Village, LLC
|
NC
|
Greensboro Manor, LP
|
NC
|
Greenwich Bay L.L.C.
|
DE
|
HB Employee Services CCRC, L.L.C.
|
DE
|
HB Employee Services, L.L.C.
|
DE
|
HBBHT Gen-Par, L.L.C.
|
DE
|
HBBHT Real Estate Limited Partnership
|
DE
|
HBC II Manager, L.L.C.
|
DE
|
HBC Manager, L.L.C.
|
DE
|
HBP Leaseco, L.L.C.
|
DE
|
HC3 Sunrise LLC
|
DE
|
Heartland Retirement Services, Inc.
|
WI
|
Heritage Hills Retirement, Inc.
|
NC
|
Hickory Manor, LLC
|
NC
|
High Point Manor at Skeet Club, LP
|
NC
|
High Point Manor, LP
|
NC
|
High Point Place, LLC
|
NC
|
Home Health Care Holdings, LLC
|
DE
|
Homewood at Brookmont Terrace, LLC
|
TN
|
Horizon Bay Chartwell II, L.L.C.
|
DE
|
Horizon Bay Chartwell, L.L.C.
|
DE
|
Horizon Bay HP Management, L.L.C.
|
DE
|
Horizon Bay Management II, L.L.C.
|
DE
|
Horizon Bay Management, L.L.C.
|
DE
|
Horizon Bay Realty, L.L.C.
|
DE
|
Innovative Senior Care Home Health of Alabama, LLC
|
DE
|
Innovative Senior Care Home Health of Albuquerque, LLC
|
DE
|
Innovative Senior Care Home Health of Boston, LLC
|
DE
|
Innovative Senior Care Home Health of Charlotte, LLC
|
DE
|
Innovative Senior Care Home Health of Chicago, LLC
|
DE
|
Innovative Senior Care Home Health of Detroit, LLC
|
DE
|
Innovative Senior Care Home Health of Durham, LLC
|
DE
|
Innovative Senior Care Home Health of Edmond, LLC
|
DE
|
Innovative Senior Care Home Health of Hartford, LLC
|
DE
|
Innovative Senior Care Home Health of High Point, LLC
|
DE
|
Innovative Senior Care Home Health of Holland, LLC
|
DE
|
Innovative Senior Care Home Health of Houston, LLC
|
DE
|
Innovative Senior Care Home Health of Indianapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Kansas, LLC
|
DE
|
Innovative Senior Care Home Health of Los Angeles, LLC
|
DE
|
Innovative Senior Care Home Health of Minneapolis, LLC
|
DE
|
Innovative Senior Care Home Health of Nashville, LLC
|
DE
|
Innovative Senior Care Home Health of Ocala, LLC
|
DE
|
Innovative Senior Care Home Health of Ohio, LLC
|
DE
|
Innovative Senior Care Home Health of Philadelphia, LLC
|
DE
|
Innovative Senior Care Home Health of Portland, LLC
|
DE
|
Innovative Senior Care Home Health of Rhode Island, LLC
|
DE
|
Innovative Senior Care Home Health of Richmond, LLC
|
DE
|
Innovative Senior Care Home Health of San Antonio, LLC
|
DE
|
Innovative Senior Care Home Health of San Jose, LLC
|
DE
|
Innovative Senior Care Home Health of Seattle, LLC
|
DE
|
Innovative Senior Care Home Health of St Louis, LLC
|
DE
|
Innovative Senior Care Home Health of Tulsa, LLC
|
DE
|
Innovative Senior Care of New Jersey, LLC
|
DE
|
Innovative Senior Care Rehabilitation Agency of Los Angeles, LLC
|
DE
|
Integrated Living Communities of Milledgeville, L.L.C.
|
DE
|
KG Missouri-CC Owner, LLC
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DE
|
KGC Operator, Inc.
|
DE
|
KGC Shoreline Operator, Inc.
|
DE
|
Kingsley Oaks Investors LLC
|
DE
|
LaBarc, LP
|
TN
|
LH Assisted Living, LLC
|
DE
|
Memorial Oaks Investors LLC
|
DE
|
Meriweg-Fairport, LLC
|
DE
|
Meriweg-Fayetteville, LLC
|
DE
|
Meriweg-Latham, LLC
|
DE
|
Meriweg-Liverpool, LLC
|
DE
|
Meriweg-Rochester, LLC
|
DE
|
Meriweg-Syracuse, LLC
|
DE
|
Meriweg-Vestal, LLC
|
DE
|
Meriweg-Williamsville BM, LLC
|
DE
|
Meriweg-Williamsville BPM, LLC
|
DE
|
NecaniMember LLC
|
DE
|
Niagara Nash Road, LLC
|
NY
|
Niles Lifestyle Gen-Par, L.L.C.
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DE
|
NOC Therapy, Inc.
|
FL
|
Northwest Oaks Investors LLC
|
DE
|
Nurse on Call of Arizona, Inc.
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DE
|
Nurse on Call of Dallas, Inc.
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DE
|
Nurse on Call of Houston, Inc.
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DE
|
Nurse on Call of San Antonio, Inc.
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DE
|
Nurse on Call of Texas, Inc.
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DE
|
Nurse On Call, Inc.
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DE
|
Nurse-On-Call of Broward, Inc.
|
FL
|
Nurse-On-Call of South Florida, Inc.
|
FL
|
Palm Coast Health Care, Inc.
|
FL
|
Paradise Retirement Center Limited Partnership
|
AZ
|
Park Place Investments of Kentucky, LLC
|
CO
|
Park Place Investments, LLC
|
KY
|
Peaks Home Health, L.L.C.
|
DE
|
PHNTUS Beckett Meadows LLC
|
DE
|
PHNTUS Canterbury Woods LLC
|
DE
|
PHNTUS Charleston Gardens LLC
|
DE
|
PHNTUS Creekside LLC
|
DE
|
PHNTUS Heritage Hills LLC
|
DE
|
PHNTUS KP Sheveport LLC
|
DE
|
PHNTUS KP Shreveport LLC
|
DE
|
PHNTUS Lakes LLC
|
DE
|
PHNTUS LO Cape May LLC
|
DE
|
PHNTUS LO Joliet LLC
|
DE
|
PHNTUS LO Joliet SCU LLC
|
DE
|
PHNTUS LO Rockford LLC
|
DE
|
PHNTUS Oak Hollow LLC
|
DE
|
PHNTUS Pine Meadow LLC
|
DE
|
PHNTUS Pinehurst LLC
|
DE
|
PHNTUS Pines At Goldsboro LLC
|
DE
|
PHNTUS Quail Ridge LLC
|
DE
|
PHNTUS Richland Gardens LLC
|
DE
|
PHNTUS Silverleaf Manor LLC
|
DE
|
PHNTUS Stonebridge LLC
|
DE
|
Plaza Professional Pharmacy, Inc.
|
VA
|
Prosperity Gen-Par, Inc.
|
DE
|
Reynolda Park, LP
|
NC
|
Ridgeland Assisted Living, LLC
|
WA
|
SALI Acquisition 1-A/GP, LLC
|
NC
|
SALI Acquisition 1-A/LP, LLC
|
NC
|
SALI Acquisition III/GP, LLC
|
NC
|
SALI Assets, LLC
|
NC
|
SALI Management Services I, LLC
|
NC
|
SALI Management Services II, LLC
|
NC
|
SALI Management Services III, LLC
|
NC
|
SALI Monroe Square, LLC
|
NC
|
SALI Tenant, LLC
|
NC
|
Salisbury Gardens, LLC
|
NC
|
Senior Lifestyle East Bay Limited Partnership
|
DE
|
Senior Lifestyle Emerald Bay Limited Partnership
|
DE
|
Senior Lifestyle Heritage, L.L.C.
|
DE
|
Senior Lifestyle Newport Limited Partnership
|
DE
|
Senior Lifestyle North Bay Limited Partnership
|
DE
|
Senior Lifestyle Pinecrest Limited Partnership
|
DE
|
Senior Lifestyle Prosperity Limited Partnership
|
DE
|
Senior Lifestyle Sakonnet Bay Limited Partnership
|
DE
|
Senior Living Properties, LLC
|
DE
|
Senior Service Insurance, LTD
|
|
Silver Lake Assisted Living, LLC
|
DE
|
SLC East Bay, Inc.
|
DE
|
SLC Emerald Bay, Inc.
|
DE
|
SLC Newport, Inc.
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DE
|
SLC North Bay, Inc.
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DE
|
SLC Pinecrest, Inc.
|
DE
|
SLC Sakonnet Bay, Inc.
|
DE
|
South Bay Manor, L.L.C.
|
DE
|
Southern Assisted Living, LLC
|
NC
|
Statesville Manor on Peachtree ALZ, LLC
|
NC
|
Statesville Manor, LP
|
NC
|
Statesville Place, LLC
|
NC
|
Sugar Land Investors LLC
|
DE
|
Summerville 1 LLC
|
DE
|
Summerville 13 LLC
|
DE
|
Summerville 14 LLC
|
DE
|
Summerville 15 LLC
|
DE
|
Summerville 16 LLC
|
DE
|
Summerville 17 LLC
|
DE
|
Summerville 2 LLC
|
DE
|
Summerville 3 LLC
|
DE
|
Summerville 4 LLC
|
DE
|
Summerville 5 LLC
|
DE
|
Summerville 7 LLC
|
DE
|
Summerville 8 LLC
|
DE
|
Summerville 9 LLC
|
DE
|
Summerville at Atherton Court LLC
|
DE
|
Summerville at Barrington Court LLC
|
DE
|
Summerville at Camelot Place LLC
|
DE
|
Summerville at Carrollwood, LLC
|
DE
|
Summerville at Chestnut Hill LLC
|
DE
|
Summerville at Clearwater, LLC
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DE
|
Summerville at Cobbco, Inc.
|
CA
|
Summerville at Cy-Fair Associates, L.P.
|
DE
|
Summerville at Cy-Fair, LLC
|
DE
|
Summerville at Fairwood Manor, LLC
|
DE
|
Summerville at Fox Run LLC
|
DE
|
Summerville at Friendswood Associates, L.P.
|
DE
|
Summerville at Friendswood, LLC
|
DE
|
Summerville at Gainesville, LLC
|
DE
|
Summerville at Golden Pond LLC
|
DE
|
Summerville at Harden Ranch, LLC
|
DE
|
Summerville at Hazel Creek LLC
|
DE
|
Summerville at Heritage Place, LLC
|
DE
|
Summerville at Hillen Vale LLC
|
DE
|
Summerville at Hillsborough, L.L.C.
|
NJ
|
Summerville at Irving Associates LP
|
DE
|
Summerville at Irving LLC
|
DE
|
Summerville at Kenner, L.L.C.
|
DE
|
Summerville at Lakeland, LLC
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DE
|
Summerville at Lakeview LLC
|
DE
|
Summerville at Mandarin, LLC
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DE
|
Summerville at Mentor, LLC
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DE
|
Summerville at North Hills LLC
|
DE
|
Summerville at Oak Park LLC
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DE
|
Summerville at Ocala East, LLC
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DE
|
Summerville at Ocala West, LLC
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DE
|
Summerville at Ocoee, Inc.
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DE
|
Summerville at Outlook Manor LLC
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DE
|
Summerville at Oviedo LLC
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DE
|
Summerville at Port Orange, Inc.
|
DE
|
Summerville at Potomac LLC
|
DE
|
Summerville at Prince William, LLC
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DE
|
Summerville at Ridgewood Gardens LLC
|
DE
|
Summerville at Roseville Gardens LLC
|
DE
|
Summerville at St. Augustine, LLC
|
DE
|
Summerville at Stafford, LLC
|
NJ
|
Summerville at Voorhees, LLC
|
NJ
|
Summerville at Wekiwa Springs LLC
|
DE
|
Summerville at Westminster, LLC
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MD
|
Summerville Investors LLC
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DE
|
Summerville Management, LLC
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DE
|
Summerville Senior Living, Inc.
|
DE
|
SW Assisted Living, LLC
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DE
|
Tanglewood Oaks Investors LLC
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DE
|
Texas-ESC-Lubbock, L.P.
|
WA
|
The Estates of Oak Ridge LLC
|
DE
|
The Heritage Member Services Club, L.L.C.
|
AZ
|
The Inn at Grove City LLC
|
DE
|
The Inn at Medina LLC
|
DE
|
The Terrace at Lookout Pointe LLC
|
DE
|
Trinity Towers Limited Partnership
|
TN
|
Union Park LLC
|
NC
|
Unity Home Health Services, Inc.
|
FL
|
Village Oaks Farmers Branch Investors LLC
|
DE
|
Village Oaks Hollywood Park Investors LLC
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DE
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Weddington Park, LP
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NC
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West Bay Manor, L.L.C.
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DE
|
Wovencare Systems, Inc.
|
WI
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 19, 2020
|
/s/ Lucinda M. Baier
|
|
|
Lucinda M. Baier
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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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):
|
(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)
|
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:
|
February 19, 2020
|
/s/ Steven E. Swain
|
|
|
Steven E. Swain
|
|
|
Executive Vice President and Chief Financial Officer
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/s/ Lucinda M. Baier
|
|
Name:
|
Lucinda M. Baier
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 19, 2020
|
/s/ Steven E. Swain
|
|
Name:
|
Steven E. Swain
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 19, 2020
|