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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32641

BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Delaware20-3068069
State or other jurisdiction of
incorporation or organization
(I.R.S. Employer Identification No.)
111 Westwood Place,Suite 400,Brentwood,Tennessee37027
(Address of principal executive offices)(Zip Code)
Registrant's telephone number including area code(615)221-2250

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareBKDNew York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer
¨
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2021, the last business day of the registrant's most recently completed second fiscal quarter was approximately $1.5 billion. The market value calculation was determined using a per share price of $7.90, the price at which the registrant's common stock was last sold on the New York Stock Exchange on such date.

As of February 11, 2022, 185,580,549 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding restricted stock and restricted stock units).

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the registrant's Definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K.




TABLE OF CONTENTS
BROOKDALE SENIOR LIVING INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2021
PAGE
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
Item 16

3


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this Annual Report on Form 10-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the impacts of the COVID-19 pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us on our business, results of operations, cash flow, revenue, expenses, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease, the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets, the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups, government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand, the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19, changes in the acuity levels of our new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in our communities, the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses, potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions, the impact of COVID-19 on our ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents, increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants, increased enforcement actions resulting from COVID-19, government action that may limit our collection or discharge efforts for delinquent accounts, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the effects of senior housing construction and development, lower industry occupancy (including due to the pandemic), and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease, including due to the pandemic; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of our indebtedness and long-term leases on our liquidity and our ability to operate our business; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates (including due to the pandemic or general labor market conditions), wage pressures resulting from increased competition, low unemployment
4


levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including class action and stockholder derivative complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; changes in, or our failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which we operate; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Annual Report on Form 10-K. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.


5


PART I

Item 1.    Business

Unless otherwise specified, references to "Brookdale," "we," "us," "our," or "the Company" in this Annual Report on Form 10-K mean Brookdale Senior Living Inc. together with its consolidated subsidiaries.

Our Business

We are the nation's premier operator of senior living communities, operating and managing 679 communities in 41 states as of December 31, 2021, with the ability to serve more than 60,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs").

Our senior living communities and our comprehensive network help to provide seniors with care and services in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, and stay connected with friends and loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to residents' families who are concerned with care decisions for their elderly relatives.

Strategy

Our goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. Brookdale continues to be driven by its mission—to enrich the lives of those we serve with compassion, respect, excellence, and integrity. During this pandemic recovery phase, we have continued to focus on the health and wellbeing of our residents and associates and "Winning the Recovery, Faster" by providing high quality care and personalized service. We believe successful execution on this strategy provides the best opportunity to create attractive long-term stockholder value. During this recovery phase, we are focused on priorities that will position us for growth and take advantage of positive trends in demographics, customer preferences, and lower new supply in the industry. Our key strategic priorities are as follows.

Attract, engage, develop, and retain the best associates. Brookdale’s culture is based on servant leadership. We believe engaged associates lead to an enhanced resident experience, higher retention, and ultimately improved operations that drives accelerated growth. Through this strategic priority, we intend to diversify and optimize our recruiting plans and enhance our already compelling value proposition for our associates in the areas of compensation, leadership, career growth, and meaningful work.

Get every available room in service at the best profitable rate. We believe that we provide highly valuable services to seniors, and we continue to strive to expand the number of seniors we serve through increasing our occupancy levels, while remaining focused on driving rate and improving margin. With this strategic priority, we intend to ensure all communities are appropriately priced within their market. Through our targeted sales and marketing efforts, we plan to drive increased move-ins through enhanced outreach with impactful points of differentiation based on quality, a portfolio of choices, and personalized service delivered by caring and engaged associates.

Earn resident and family trust and satisfaction by providing valued high quality care and personalized service. We believe that earning the trust of our residents and their families will allow us to build relationships that create passionate advocates and generate referrals. We intend to create a consistent high quality experience for residents, including through the implementation and execution of our high quality clinical, operational, and resident engagement programs. We are a learning organization that uses multiple tools to obtain feedback from residents, their families, and our associates to improve our services to meet the changing needs of residents.

The above three priorities are intended to provide long-term returns to our stockholders by focusing on growing RevPAR, Adjusted EBITDA, and cash flow.

Strategic innovation also continues to be an important factor for our long-term growth. We are piloting programs in several areas and, in the future, plan to roll out initiatives to further accelerate our growth. We plan to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, where opportunities arise, pursue development, investment, and acquisition opportunities.

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Enhance Healthcare and Wellness. Our vision is to enable those we serve to live well by offering our residents a high-quality healthcare and wellness platform. We believe Brookdale is uniquely positioned to be a key participant and partner in the value-based healthcare ecosystem. Our initiatives include piloting redesigned delivery of clinical care within assisted living communities and embedding technology-enabled care management capabilities, in order to better align our communities with payors, providers, and healthcare systems. We are also piloting the expansion of our private duty services business to serve those living outside of our communities. We believe the successful execution of these initiatives will improve resident health and wellbeing and drive incremental revenue by increasing move-ins and extending residents' average length of stay resulting in increased occupancy.

Drive Innovation and Leverage 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' engagement and 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 collaborate with third parties.

Grow and Improve Our Senior Living Portfolio. As we emerge from the pandemic, we intend to (i) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (ii) execute an ongoing capital recycling program through acquiring leased communities and exiting non-strategic or underperforming owned assets or leases when possible, and (iii) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities. We will also 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.

We believe that our successful execution on these strategic priorities and our longer-term growth plans will allow us to achieve our goal to be the first choice in senior living by being the nation’s most trusted and effective senior living provider and employer.

Recent Developments

COVID-19 Pandemic Update

The COVID-19 pandemic significantly disrupted the senior living industry and our business beginning in March 2020. We expect the impact of this disruption to continue into 2023. The health and wellbeing of our residents and associates has been and continues to be our highest priority. Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. By staying up to date with COVID-19 vaccines, our residents can generally mitigate their risk of becoming severely ill from COVID-19 infection. Since COVID-19 vaccines received emergency use authorization, we have worked diligently to ensure our residents have access to vaccines, including completing at least three initial vaccine clinics and at least one booster vaccine clinic for all of our communities. As of January 31, 2022, our resident vaccine acceptance rate was above 95%.

Community Response. Our COVID-19 response efforts center on infection prevention and control protocols, including following requirements and guidance of federal, state, and local governments and agencies, including the U.S. Centers for Disease Control and Prevention ("CDC") and U.S. Centers for Medicare & Medicaid Services ("CMS"). We have enhanced and reinforced training our associates in such protocols and continue to actively monitor government requirements and guidance and adapt our policies, procedures, and response efforts when applicable. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction.    

We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins.

During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.
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Vaccine Update. In December 2020, the U.S. Food and Drug Administration ("FDA") authorized COVID-19 vaccines for emergency use, and we initiated our first vaccine clinic a week after such authorization. By April 9, 2021, we facilitated at least three rounds of COVID-19 vaccine clinics at all of our communities through the Pharmacy Partnership for Long-Term Care Program offered through the CDC. As of January 31, 2022, our resident vaccine acceptance rate was above 95%. By November 2021, the CDC recommended that all adults receive a vaccine booster dose. We have completed at least one booster vaccine clinic for all of our communities. In the second half of 2021, we adopted a policy requiring our associates to be vaccinated against COVID-19, subject to certain exceptions necessary to comply with applicable federal, state, and local laws.

Rebuilding Occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the COVID-19 Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), senior housing occupancy increased 220 basis points from the first quarter to the fourth quarter of 2021 for stabilized portfolios. Our weighted average consolidated senior housing occupancy increased 390 basis points during such period. The table below sets forth our consolidated occupancy trend during the pandemic.

Q1
2020
Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Weighted average83.2 %78.7 %75.3 %72.7 %69.6 %70.5 %72.5 %73.5 %
Quarter end82.2 %77.8 %75.0 %71.5 %70.6 %72.6 %74.2 %74.5 %

Jan
2021
Feb
2021
Mar
2021
Apr
2021
May
2021
Jun
2021
Jul
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Weighted average70.0 %69.4 %69.4 %69.9 %70.5 %71.2 %72.0 %72.5 %73.0 %73.3 %73.5 %73.6 %73.4 %
Month end70.4 %70.1 %70.6 %71.1 %71.6 %72.6 %73.3 %73.7 %74.2 %74.5 %74.3 %74.5 %74.2 %

We began to experience our typical seasonality pattern in January 2022. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels.

Revenue and Expense Impacts. In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. Estimated lost resident fee revenue for 2021 includes $328.0 million in our consolidated senior housing portfolio and $51.0 million in our former Health Care Services segment.

In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.

Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.

During the years ended December 31, 2021 and 2020, we accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, we applied for the Phase 4 general distribution from the Provider Relief Fund. We expect to receive the Phase 4 general distribution during the first half of 2022. We intend to pursue any additional funding that may become
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available. There can be no assurance that we will qualify for, or receive, such future grants in the amount we expect, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which we qualify.

During the year ended December 31, 2020, we received $87.5 million under the Accelerated and Advance Payment Program administered by CMS, $75.2 million of which related to our former Health Care Services segment and $12.3 million of which related to our CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the advanced payments were recouped. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $63.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture (as defined below). As of December 31, 2021, the outstanding balance of advanced payments related to our CCRCs segment was $3.1 million, for which we expect recoupment during 2022.

During the year ended December 31, 2020, we deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $9.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021, we paid $31.6 million of the retained deferred amount and the remaining deferred amount of $31.6 million is due December 31, 2022.

We were eligible to claim the employee retention credit for certain of our associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, we recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income, for which we have received $3.4 million in cash as of December 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, credits in the amount or on the timing we expect.

In addition to the grants described above, during the years ended December 31, 2021 and 2020, we received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources.

We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

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Community Labor

We continue to experience pressures associated with the intensely competitive labor environment, which during 2021 included increased associate turnover, difficulty in timely filling open positions, and increasing wages. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive. We seek to ensure that our communities are staffed with full and part-time associates and our use of more expensive contract labor and overtime has increased to cover open positions. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in increases in the cost of contract labor. Our labor expense in our same community portfolio increased 2.6% in 2021 from 2020, and we expect that our same community labor expense will grow at a higher percentage in 2022 compared to 2021 as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. As we fill more full and part-time positions, we expect to use less contract labor and overtime.

Resident Fee Rates

The rates charged at communities are highly dependent on local market conditions and the competitive environment in which the communities operate. Substantially all of our private pay senior housing residency agreements allow for adjustments in the monthly rate payable on 90 or fewer days’ notice which enables us to seek increases in monthly rates due to inflation or other factors. Increases for level of care changes or additional services are typically allowed immediately upon notice of the change. Generally, we have increased our monthly rates, including rates for care and other services, for private pay residents on an annual basis beginning January 1 each year. We have recently made the annual rate adjustment for our in-place private pay residents, which was higher than our typical annual rate adjustment. Such adjustment reflects our increased costs associated with additional efforts to serve and care for our residents during the pandemic, the current inflationary environment, and the intensely competitive labor environment. The rate adjustment could result in a decrease in occupancy in our communities, and any use of promotional or other discounting would offset a portion of such rate adjustments in our RevPAR and RevPOR results. In addition, the rate adjustment may not be sufficient to offset our increased costs.

Liquidity

During 2021, we received net cash proceeds of $347.6 million pursuant to the sale of 80% of our equity in our Health Care Services segment and the resulting HCS Venture's subsequent sale of certain agencies to LHC Group Inc. On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of our common stock. During the three months ended December 31, 2021, we repaid a $45.0 million note payable and $284.4 million of mortgage debt, including $143.0 million of mortgage debt on 11 communities for which we obtained $100.0 million of debt secured by non-recourse first mortgages. Such repayments represented substantially all of our remaining 2022 maturities. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" for more information about the transactions.

As of December 31, 2021, our total liquidity was $536.8 million, consisting of $347.0 million of unrestricted cash and cash equivalents, $182.4 million of marketable securities, and $7.4 million of availability on our secured credit facility. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Transaction Activity

Sale of Health Care Services

On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to affiliates of HCA Healthcare, Inc. ("HCA Healthcare") for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Securities Purchase Agreement (the "Purchase Agreement") dated February 24, 2021, including a reduction for the
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remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "HCS Sale"). We received net cash proceeds of $312.6 million, including $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, we retained a 20% equity interest in the venture with HCA Healthcare ("HCS Venture").

The results and financial position of the Health Care Services segment were deconsolidated from our consolidated financial statements as of July 1, 2021 and our 20% equity interest in the HCS Venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, we recognized a $100.0 million asset within investment in unconsolidated ventures on our consolidated balance sheet for the estimated fair value of our retained 20% noncontrolling interest in the HCS Venture. We recognized a $286.5 million gain on sale, net of transaction costs, within our consolidated statement of operations for the year ended December 31, 2021 for the HCS Sale. Refer to Note 21 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for selected financial data for the Health Care Services segment through June 30, 2021.

On November 1, 2021, the HCS Venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare to LHC Group Inc. Upon the completion of the sale, we received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which decreased our investment in unconsolidated ventures. We continue to own a 20% equity interest in the remaining HCS Venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.

Community Transactions

During 2021, we continued execution on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases. Such activities during 2021 included the sale of three owned communities and the termination of triple-net lease obligations on two communities. Additionally, we have reduced our management of communities on behalf of former unconsolidated ventures and third parties, representing a net reduction of 42 managed communities during the year. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Note 4 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for more information about the transactions.

As of December 31, 2021, we owned 347 communities, representing a majority of our consolidated community portfolio, leased 299 communities, and managed 33 communities.

During the year ended December 31, 2022, we expect to close on the disposition of two owned unencumbered communities classified as held for sale as of December 31, 2021 and the termination of our lease obligations on two communities for which we have provided notice of non-renewal. The closings of the various pending and expected transactions are subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.

The Senior Living Industry

The senior living industry has undergone dramatic growth in the past several decades, marked by the emergence of assisted living communities in the mid-1990s, and it remains highly fragmented with numerous local and regional operators. According to data from NIC, there were approximately 2,500 local and regional senior housing operators as of December 31, 2021, of which more than 90% operated five or fewer communities. We are one of a limited number of large operators that provide a broad range of community locations and service level offerings at varying price levels.

The industry has attracted additional investment in the last decade resulting in increased construction and development of new senior housing supply. New community openings have subjected the senior housing industry to oversupply and increased competitive pressures. Data from NIC shows that industry occupancy began to decrease starting in 2016 as a result of new openings and oversupply. During and since 2016, we have experienced an elevated rate of competitive new openings, with significant new competition opening in many markets, which has adversely affected our occupancy, revenues, results of operations, and cash flow. In 2020 and 2021, competitive new openings remained elevated, but declined significantly from the peak in 2017.

Beginning in early 2020, the COVID-19 pandemic resulted in additional occupancy pressure for our industry. NIC data shows that senior housing occupancy decreased for four consecutive quarters between March 31, 2020 and March 31, 2021, with nearly all markets falling to record low occupancy by the first quarter of 2021. We cannot predict with reasonable certainty
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when demand for senior living communities will return to pre-COVID-19 levels or the extent to which the pandemic’s effect on demand may adversely affect the amount of resident fees we are able to collect from our residents.

The primary market of the senior living industry is individuals age 80 and older. Due to demographic trends, and continuing advances in science, nutrition, and healthcare, the senior population will continue to grow. US Census projections suggest that, starting in 2022, there will be nearly one million new potential residents per year, and we believe that demand for senior care will increase as a result.

As seniors are living longer and this segment of the population rapidly grows, so will the number living with Alzheimer's disease and other dementias and the burden of chronic diseases and conditions. As a result of increased mobility in society, a reduction of average family size, and increased number of two-wage earner couples, families struggle to provide care for seniors and therefore look for alternatives outside of their family for care. There is a growing consumer awareness among seniors and their families concerning the types of services provided by senior living operators, which has further contributed to the demand for senior living services.

We continue to address new competition by focusing on operations with the objective to ensure high customer satisfaction, retain key leadership, and actively engage district and regional management in community operations; enhancing our local and national marketing and public relations efforts; and evaluating current community position relative to competition and repositioning if necessary (e.g., services, amenities, programming, and price). Like other companies, our financial results may be negatively impacted by increasing salaries, wages, and benefits costs for our associates, particularly if such costs cannot be covered by implementing price increases. Higher costs of food, utilities, equipment and supplies, insurance, and real estate taxes may also have a negative impact on our financial results.

The COVID-19 pandemic has presented significant challenges to our industry, as outlined above. Additional challenges in our industry include increased state and local regulation of the assisted living, memory care, and skilled nursing sectors, which has led to an increase in the cost of doing business. The regulatory environment continues to intensify in the number and types of laws and regulations affecting us, accompanied by increased enforcement activity by state and local officials. In addition, there continue to be various federal and state legislative and regulatory proposals to implement cost containment measures that would limit payments to healthcare providers in the future.

Competition

The senior living industry is highly competitive. We compete with numerous organizations, including not-for-profit entities, that offer similar communities and services, community-based service programs, retirement communities, convalescent centers, and other senior living providers. In general, regulatory and other barriers to competitive entry in the independent living, assisted living, and memory care sectors of the senior living industry are not substantial. Consequently, we may encounter competition that could limit our ability to attract and retain residents and associates, raise or maintain resident fees, and expand our business, which could have a material adverse effect on our occupancy, revenues, results of operations, and cash flows. Due to the industry's low occupancy levels, certain competitors may price aggressively in order to capture market share. Our major publicly-traded senior housing competitors are AlerisLife Inc. (f/k/a Five Star Senior Living, Inc.) and Sonida Senior Living Corporation (f/k/a Capital Senior Living Corporation). Our major private senior housing competitors include Life Care Services, LLC, Atria Senior Living Inc., Sunrise Senior Living, LLC, Erikson Senior Living, and Senior Lifestyle Corp., and multiple regional providers with large localized market presence, as well as a large number of not-for-profit entities.

Over the long term we plan to evaluate and, where opportunities arise, pursue development, investment, and acquisition opportunities. The market for acquiring and/or operating senior living communities is highly competitive, and some of our present and potential senior living competitors have, or may obtain, greater financial resources than us and may have a lower cost of capital. In addition, several publicly-traded and non-traded real estate investment trusts ("REITs") and private equity firms have similar objectives as we do, along with greater financial resources and/or lower costs of capital than we are able to obtain. Partially as a result of tax law changes enacted through REIT Investment Diversification and Empowerment Act ("RIDEA"), we now compete more directly with the various publicly-traded healthcare REITs for the acquisition of senior housing properties, the largest of which are Ventas, Inc. ("Ventas") and Welltower Inc. ("Welltower").

Our History

Brookdale Senior Living Inc. was formed as a Delaware corporation in June 2005 for the purpose of combining two leading senior living operating companies, Brookdale Living Communities, Inc. and Alterra Healthcare Corporation, which had been operating independently since 1986 and 1981, respectively. On November 22, 2005, we completed our initial public offering of common stock, and on July 25, 2006, we acquired American Retirement Corporation, another leading senior living provider
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that had been operating independently since 1978. On September 1, 2011, we completed the acquisition of Horizon Bay, which was the then-ninth largest operator of senior living communities in the United States. On July 31, 2014, we completed our acquisition of Emeritus Corporation through a merger, which was the then-second largest operator of senior living communities in the United States. Since our acquisition of Emeritus, we have disposed of over 350 communities through sales of owned communities and terminations of triple-net lease obligations, and exited substantially all of our senior living unconsolidated venture arrangements. On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to HCA Healthcare and retained a 20% equity interest in the HCS Venture.

Segments

As of December 31, 2021, we had three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. These segments were determined based on the way that our chief operating decision maker organizes our business activities for making operating decisions, assessing performance, developing strategy, and allocating capital resources. On July 1, 2021, we sold 80% of our equity in the Health Care Services segment. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment were deconsolidated from our consolidated financial statements and our 20% equity interest in the Health Care Services venture is accounted for under the equity method of accounting. As of December 31, 2021, our Management Services operating segment is no longer identified as a reportable segment as a result of the reduction in the number of communities we manage. Management services operations are reported within the All Other category.

Communities that we own or lease are included in the Independent Living, Assisted Living and Memory Care, or CCRCs segment, as applicable. The home health, hospice, and outpatient therapy services provided to our residents and seniors living outside of our communities were included in the Health Care Services segment prior to July 1, 2021, while skilled nursing and inpatient healthcare services provided in our skilled nursing units are included in the CCRCs segment. Communities that we manage on behalf of others are included in the All Other category. The table below shows the number of communities and units within each of our senior housing segments and the All Other category as of December 31, 2021.
CommunitiesUnits% of Total UnitsAverage Number of Units per Community
Independent Living68 12,567 21.9 %185 
Assisted Living and Memory Care559 34,816 60.6 %62 
CCRCs19 5,202 9.1 %274 
All Other33 4,824 8.4 %146 
Total679 57,409 100.0 %85 

For the year ended December 31, 2021, we generated 86.8% of our resident fee revenue from private pay customers, 10.3% from government reimbursement programs (primarily Medicare) and 2.9% from other payor sources. Our sale of 80% of our equity in our Health Care Services segment to HCA Healthcare on July 1, 2021 reduced our reliance on government reimbursement programs. Reimbursements from Medicare and Medicaid represented 5.4% of our consolidated senior housing segments' resident fee revenue for the year ended December 31, 2021. Approximately 93.2% of resident fee revenue was derived from our senior housing segments, of which 54.4% of our resident fee revenue was generated from owned communities and 38.8% was generated from leased communities. Our former Health Care Services segment generated 6.8% of resident fee revenue. The table below shows the percentage of our resident fee and management fee revenue attributable to each of our segments for the year ended December 31, 2021.
(in thousands)Resident Fee and Management Fee Revenue% of Total
Independent Living$475,538 18.5 %
Assisted Living and Memory Care1,589,721 62.0 %
CCRCs304,425 11.9 %
Health Care Services174,164 6.8 %
All Other20,598 0.8 %
Total resident fee and management fee revenue$2,564,446 100.0 %

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Further operating results and financial metrics from our three reportable segments are discussed further in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 21 to our consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data."

Our Community Offerings

We offer a variety of senior living communities in locations across the United States. We operate and manage independent living, assisted living, and memory care communities, and CCRCs. The majority of our units are organized in campus-like settings or stand-alone communities offering multiple service levels.

Independent Living Communities

Our independent living communities are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. Some of our independent living residents choose to relocate to a community in a metropolitan area that is closer to their adult children. The majority of our independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs. While the number varies depending upon the particular community, as of December 31, 2021 approximately 80% of all of the units at our independent living communities were independent living units, with the balance of the units operating as licensed assisted living and memory care units.

Our independent living communities are generally large multi-story buildings with extensive common areas and amenities to support the lifestyle preferences of more independent seniors. Residents may choose from studio, one-bedroom, and two-bedroom units, depending upon the specific community. Each independent living community provides residents with basic services such as dining service options, 24-hour emergency response, housekeeping, education and wellness programs, and recreational activities. Most of these communities also offer custom tailored concierge and personal assistance/private duty services at an additional charge, which may include medication reminders, daily check-in, transportation, shopping, escort, and companion services.

In addition to the basic services, our independent living communities that include assisted living also provide residents with personal care and convenience service options to provide assistance with activities of daily living ("ADLs"). The levels of care provided to residents vary from community to community depending, among other things, upon the licensing requirements and healthcare regulations of the state in which the community is located.

Residents in our independent living communities are able to maintain their residency for an extended period of time due to the range of service options available (not including skilled nursing). Residents with cognitive or physical frailties and higher level service needs can often be accommodated with supplemental services in their own units or, in certain communities, are cared for in a more structured and supervised environment on a separate wing or floor. These communities also generally have dedicated assisted living associates and separate assisted living dining rooms and activity areas.

Assisted Living and Memory Care Communities

Our assisted living and memory care communities offer housing and 24-hour assistance with ADLs for our residents. Residents typically enter an assisted living or memory care community due to a relatively immediate need for services that may have been triggered by a medical event. Our assisted living and memory care communities include both freestanding, multi-story communities with more than 50 units, as well as smaller, freestanding, single story communities. Although building layouts will vary depending on specific location, the community may include (i) private studio, one-bedroom, and one-bedroom deluxe apartments, or (ii) individual rooms for one or two residents in wings or "neighborhoods" scaled to a single-family home, that would include a living room, dining room, patio or enclosed porch, laundry room, and personal care area, as well as a caregiver work station.

We also provide memory care services at freestanding memory care communities that are specifically designed for residents with dementia, including Alzheimer's disease and other forms of cognitive impairment. Our freestanding memory care communities average 39 units and some are part of a campus-like setting which includes a freestanding assisted living community. As of December 31, 2021, we provide memory care services at 341 of our communities, aggregating 9,065 memory care units across our segments. These communities include 109 freestanding memory care communities with 4,249 units included in our Assisted Living and Memory Care segment.

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All residents at our assisted living and memory care communities are eligible to receive the basic care level, which includes ongoing health assessments, three meals per day and snacks, coordination of special diets planned by a registered dietitian, 24-hour staff assistance, assistance with medical care coordination, education and wellness programs, social and recreational activities providing socialization and engagement, housekeeping, and personal laundry services. In some locations, we offer our residents exercise programs and programs designed to address needs associated with early stages of Alzheimer's disease and other dementias. For an additional cost at these communities, we offer higher levels of personal care services to residents who are more physically frail or require more frequent or intensive physical assistance or increased personal care and supervision due to cognitive impairments.

As a result of their progressive cognitive decline, residents at our memory care units typically require higher levels of personal care and services than in assisted living and therefore pay higher monthly service fees. Specialized services include assistance with ADLs, behavior management, and an activities program, the goal of which is to provide a normalized environment that supports residents' decreased functional abilities.

CCRCs

Our CCRCs are large communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of our CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus or within the immediate area. Our CCRC residents are generally seniors seeking a community offering a broad continuum of care enabling them to age-in-place. Generally, these residents will initially enter the community as independent living residents and may, at a later time, advance into an assisted living, memory care, or skilled nursing area as their needs change. Residents can also enter the CCRC communities directly into assisted living, memory care, or skilled nursing and, in some cases, may enter via the skilled nursing product line following an acute event and subsequently transfer from the skilled nursing unit to one of the other on-campus service lines.

Management Services

As of December 31, 2021, we managed a total of 33 communities (4,824 units) on behalf of others, which represented approximately 8% of our senior housing capacity. Under our management arrangements, we receive management fees, which are generally determined by an agreed upon percentage of gross revenues (as defined in the management arrangement), as well as reimbursed expenses, which represent the reimbursement of certain expenses we incur on behalf of the owners. Generally either party to our management arrangements may terminate upon the occurrence of an event of default caused by the other party, generally subject to cure rights. Several long-term agreements also provide for early termination rights of the owner which may in some cases require an early termination fee.

Competitive Strengths

We believe our nationwide network of senior living communities is well positioned to benefit from the growth and increasing demand in the industry. Some of our most significant competitive strengths are:

Skilled management team with extensive experience. Our senior management team has extensive experience in the senior living industry, including operating and managing a broad range of senior living assets, and related healthcare, hospitality, and real estate experience.

Geographically diverse, high-quality, purpose-built communities. As of December 31, 2021, we operated a nationwide base of 679 communities in 41 states.

Ability to provide a broad spectrum of care. Given our diverse mix of independent living, assisted living, memory care, and CCRCs communities, we are able to meet a wide range of our customers' needs. Through our comprehensive network of services, we help to provide seniors with care and services to support their lifestyle in an environment that feels like home. We believe that we are one of the few companies in the senior living industry with this capability and the ability to do so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.

The size of our business allows us to realize cost and operating efficiencies. We are the largest operator of senior living communities in the United States based on total capacity. The size of our business allows us to realize cost savings and economies of scale in the procurement of goods and services. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We intend to continue utilizing our expertise and size to capitalize on economies of scale resulting from our national platform to enhance our residents' experiences. Our geographic footprint
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and centralized infrastructure provide us with an operational advantage. We negotiate contracts for food, insurance, and other goods and services with the advantages that scale provides. In addition, we have and will continue to leverage our centralized corporate functions such as finance, human resources, legal, information technology, and marketing.

Seasonality

Our senior housing business has typically experienced some seasonality, which we experience in certain regions more than others, due to weather patterns, geography, and higher incidence and severity of flu and other illnesses during winter months. Although our seasonal pattern varies from year to year and occupancy patterns have been affected by the COVID-19 pandemic, historically our average monthly occupancy has generally begun to decline sequentially toward the end of the fourth quarter of the year, and we have generally expected average monthly occupancy to begin to increase towards the end of the second quarter each year with the third quarter historically being the highest occupancy growth period of the year. Utility expenses trend seasonally high in the first quarter and third quarter of each year. Facility operating expenses, such as labor, food, and supplies also trend higher in the second half of the year compared with the first half due to an increased number of working days.

Operations

Operations Overview

We have implemented intensive standards, policies and procedures, and systems, including detailed associate resources and training, which we believe have contributed to high levels of customer service. Further, we believe our centralized support infrastructure allows our community-based leaders and personnel to focus on resident care and family connections.

Consolidated Corporate Operations Support

We have developed a centralized support infrastructure and services platform, which we believe provides us with a significant operational advantage over local and regional operators of senior living communities. The size of our business also allows us to achieve increased efficiencies with respect to various corporate functions such as procurement, human resources, finance, accounting, legal, information technology, and marketing. We are also able to realize cost efficiencies in the purchasing of food, supplies, insurance, benefits, and other goods and services. In addition, we have established centralized operations groups to support all of our product lines and communities in areas such as training, regulatory affairs, asset management, dining, clinical services, sales, customer engagement, marketing, and procurement. We have also established company-wide policies and procedures relating to, among other things: resident care; community design and community operations; billing and collections; accounts payable; finance and accounting; risk management; development of associate training materials and programs; advertising and marketing activities; the hiring and training of management and other community-based personnel; compliance with applicable local and state regulatory requirements; and implementation of our acquisition, development, and leasing plans.

Community Staffing and Training

Each community has an Executive Director responsible for the overall day-to-day operations of the community, including quality of care and service, social services, and financial performance. Each Executive Director receives specialized training from our learning and development associates. In addition, a portion of each Executive Director's compensation is directly tied to the operating performance of the community. We continue to take actions intended to simplify the role of our Executive Director to allow them to focus on our residents and their families and our associates. We believe that the quality of our communities, coupled with support provided by the regional support infrastructure and our ability to provide industry-leading systems and training, has enabled us to attract high-quality, professional community Executive Directors.

Depending upon the size and type of the community, each Executive Director is supported by key leaders, a Health and Wellness Director (or nursing director), and/or a Sales Director. The Health and Wellness Director or nursing director is directly responsible for day-to-day care of residents. The Sales Director oversees the community's sales, marketing, and community outreach programs. Other key positions supporting each community may include individuals responsible for food service, healthcare services, activities, housekeeping, and maintenance.

We believe that quality of care and operating efficiency can be maximized by direct resident and associate contact. Associates involved in resident care, including administrative associates, are trained in support and care protocols, including emergency response techniques. We have adopted formal training and evaluation procedures to help ensure quality care for our residents. We have extensive policy and procedure manuals and hold regular training sessions for management and non-management associates at each community.

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Quality Assurance

We maintain quality assurance programs at each of our communities through our corporate and regional associates. Our quality assurance programs are designed to achieve a high degree of resident and family member satisfaction through the care and services that we provide and we have continued to transform our efforts throughout the pandemic through collaboration with our vendors and a combination of remote and in-person visits. Our quality control measures include, among other things, community inspections conducted by corporate associates on a regular basis. These inspections cover the appearance of the exterior and grounds; the appearance and cleanliness of the interior; the professionalism and friendliness of associates; quality of resident care (including assisted living services and nursing care); the quality of activities and the dining program; observance of residents in their daily living activities; and compliance with government regulations. Our quality control measures also include the survey of residents and family members on a regular basis to monitor their perception of the quality of services we provide to residents.

In order to foster a sense of belonging and engagement, as well as to respond to residents' needs and desires, at many of our communities, we have established a resident council or other resident advisory committees that meet at least monthly with the Executive Director of the community. Separate resident committees also exist at many of these communities for food service, activities, marketing, and hospitality. These committees promote resident involvement and satisfaction and enable community management to be more responsive to their residents' needs and desires.

Marketing and Sales

Our marketing efforts are intended to create awareness of our brand and services to educate prospects and referral sources about the Brookdale difference. We meet prospects where they are in their journey, whether they are learning about senior living for the first time or need to schedule a visit at one of our communities. We target a variety of audiences who have a role in the decision-making process for senior housing and our healthcare services, including potential residents, their family members and referral sources, including the medical community (hospital discharge planners, physicians, skilled nursing facilities, home health agencies, and social workers), professional organizations, employer groups, clergy, area agencies for the elderly, and paid referral organizations. Our marketing associates develop strategies to promote our communities at the local market and national level. We execute an integrated marketing campaign approach, including local media and outreach programs, digital advertising, social media, print advertising, e-mail, direct mail, and special events, such as health fairs and community receptions. All online forms and many calls are handled by trained senior living advisors in our Brookdale Connection Center, who schedule visits directly to our communities. Certain resident referral programs have been established and promoted at many communities within the limitations of federal and state laws.

We will continue to leverage and grow our Brookdale brand to win locally in the markets we serve. In many markets where we offer more choices for senior living based on budget, lifestyle, and care needs, we use a network selling methodology to educate prospects on all of the options available. With our selling model, sales associates are organized to support individual and multiple communities directly. To meet the needs of local demand and supply, we create differentiated value through the segmentation of our communities based on price, service offerings, amenities, and programs offered.

Human Capital Resources

Our Associates

We are dedicated to enriching the lives of those we serve with compassion, respect, excellence, and integrity. We know that our success is dependent on attracting, engaging, developing, and retaining the best associates. As of December 31, 2021, we employed approximately 33,000 associates, 73% of whom were full-time. Approximately 700 associates work in or for our Brentwood, Tennessee headquarters and Milwaukee, Wisconsin office, supporting our community-based associates. As of December 31, 2021, approximately 80% of our associates are women, who comprise approximately 70% of the leadership roles at our communities and corporate offices. Approximately 55% of our associates and 15% of individuals in our leadership roles are people of color.

During 2021, approximately 4,000 associates who worked directly for, or provided corporate support to, our former Health Care Services segment were transitioned to HCA Healthcare in connection with the HCS Sale. We also experienced pressures associated with the intensely competitive labor environment. We seek to ensure that our communities are staffed with full and part-time associates, though our use of more expensive contract labor and overtime has increased to cover open positions. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive.
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Inclusion and Diversity

To attract and retain associates, we are committed to maintaining a welcoming and inclusive environment where people have an equal chance to grow and succeed. We support our associates by providing an open door policy, offering training to help our people grow and to understand our commitment to providing a workplace free from discrimination and harassment, consistently enforcing our policies, and maintaining the expectation that all our associates will be treated with dignity and respect. Brookdale is committed to inclusion and diversity – built on a foundation of trust, partnership, courage, and passion. We define diversity as the representation of associates from different groups, ideas, perspectives, and values. We define inclusion as a culture of policies and practices that actively engages and provides each of our associates with the opportunity to be successful at Brookdale.

We believe an inclusive and diverse culture can help achieve our mission by:

Attracting and retaining the best talent by recruiting from a broad array of backgrounds for all levels of the organization and investing in our talent;
Increasing growth, productivity, and engagement by fostering a workplace where all associates feel valued and contribute to their fullest potential;
Making Brookdale the place for top talent, driving outstanding service for our residents, and increasing stockholder value; and
Equipping our associates with resources to serve the changing demographics and needs of residents.

Talent Acquisition, Development, and Retention

We want to attract people who want to do challenging yet rewarding work and who want to make a difference in the lives of others. We want our associates to feel valued and to know they make an impact that stretches beyond the walls of the communities and offices. In order to attract high quality talent, we offer competitive wages and benefits as well as opportunities to grow a career at Brookdale through education, training, and on-the-job development experiences.

Recruitment strategies

In order to attract people who want to do challenging yet rewarding work, we use a variety of strategies to attract and hire diverse talent to our organization. For example, in 2021, we implemented an assessment solution for our sales manager and director positions. This assessment provides additional insight to hiring managers to use during the interview and selection process. To support hiring managers in our communities, we published unique toolkits and resources and made systems improvements to simplify and enhance local sourcing and recruiting processes. We also deployed additional market-based recruiters and launched a range of recruiting campaigns to support our communities’ hiring needs such as rehire campaigns to encourage former associates to come back to Brookdale. Additionally, we continue to post to and source from job sites created for under-represented groups to expand our pipeline of candidates.

Development

We offer learning opportunities for our associates when they join Brookdale and throughout their careers to better serve our residents and to grow their career. Within the first year of implementing our new iLearn platform, which provides associates access to continuing education courses, leadership and professional skill courses, and regulatory training, our associates completed over 1.9 million courses. Our Brookdale University provides training and leadership development for leaders across the organization. Our learning and development programs were recognized in 2021 when Brookdale was named, for the second year in a row, one of the elite Training APEX Awards winners by Training magazine. Additionally, in 2021, we launched a 6-month long new leader program. This program helps equip new leaders with the skills they need to lead their teams effectively. Over 1,400 leaders across different races, ages, and backgrounds were enrolled in 2021. Of those enrolled, 926 were women, 498 were people of color, and 20 identified as veterans; over half of the associates were over the age of 40.

In 2021, we welcomed our first Certified Nursing Assistant apprentices in New Jersey as part of our ongoing efforts to provide career opportunities for front-line associates. We intend to further pursue this and other apprenticeship opportunities in the future. We also offer a tuition reimbursement program for associates to continue to grow their careers.

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Retention

We believe the performance of our individual communities and of our company as a whole, are correlated to retention of our key community leaders and our corporate associates. Our 2021 annual incentive plan included the strategic objectives of retaining key community leadership (Executive Directors, Health and Wellness Directors, and Sales Directors) at our same community portfolio and retaining our corporate associates. For the year ended December 31, 2021, our retention of key community leaders in our same community portfolio was 65%, and our retention of corporate associates was 81% excluding in both cases departures directly related to enforcement of our associate vaccination requirement.

Total Rewards

To attract and retain the best associates, we offer a competitive total rewards program, which we believe is an important aspect of our overall compensation. Both full-time and part-time associates are offered benefits, including a 401(k) retirement savings plan with the opportunity for matching contributions, as well as medical, dental, and other types of insurance. In 2021, approximately half of our eligible full-time associates participated in our medical plans.

We also know maintaining overall well-being is important, which is why we offer benefits to cover a spectrum of needs. Associates enrolled in a Brookdale medical plan, for example, are eligible to participate in a free coach-led digital program for chronic back, knee, or hip pain. They also are able to use a mobile phone application to help individuals process and cope with life’s challenges, for free. Brookdale also recognizes the importance of financial wellbeing, which is why we offer access to a financial wellness program for all associates.

Industry Regulation

The regulatory environment surrounding the senior living industry continues to intensify in the number and type of laws and regulations affecting it. Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations. This is particularly true for large for-profit, multi-community providers like us. Some of the laws and regulations that impact our industry include: state and local laws impacting licensure, protecting consumers against deceptive practices, and generally affecting the communities' management of property and equipment and how we otherwise conduct our operations, such as fire, health, safety, and privacy laws and regulations; federal and state laws governing Medicare and Medicaid, which regulate allowable costs, pricing, quality of services, quality of care, food service, resident rights (including abuse and neglect) and fraud; federal and state residents' rights statutes and regulations; anti-kickback and physician self-referral ("Stark") laws; safety and health standards set by the Occupational Safety and Health Administration; and federal, state, and local employment-related laws and regulations. We are unable to predict the future course of federal, state, and local legislation or regulation. Changes in the regulatory framework could have a material adverse effect on our business.

Many senior living communities are also subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities. Although requirements vary from state to state, these requirements may address, among others, the following: personnel education, training, and records; community services; staffing; physical plant specifications; furnishing of resident units; food and housekeeping services; emergency evacuation plans; emergency power generator requirements; professional licensing and certification of staff; and resident rights and responsibilities. In several of the states in which we operate there are different levels of care that may be provided based on the level of licensure. In several of the states in which we operate, or intend to operate, assisted living and memory care communities or skilled nursing facilities require a certificate of need before a community may be opened or the services at an existing community may be expanded. Senior living communities may also be subject to state and/or local building, zoning, fire, and food service codes and must be in compliance with these local codes before licensing or certification may be granted. These laws and regulatory requirements could affect our ability to expand into new markets and to expand our services and communities in existing markets.

Unannounced surveys or inspections may occur annually, bi-or tri-annually, following a regulator's receipt of a complaint about a provider. From time to time in the ordinary course of business, we receive survey reports from state or federal regulatory bodies citing deficiencies resulting from such inspections or surveys. Most inspection deficiencies are resolved through a plan of corrective action relating to the community's operations, but the reviewing agency may have the authority to take further action against a licensed or certified community, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions, loss of certification as a provider under federal and/or state reimbursement programs, or imposition of other sanctions, including criminal penalties. Loss, suspension, or modification of a license may also cause us to default under our debt and lease documents and/or trigger cross-defaults. Sanctions may be taken against providers or facilities without regard to the providers' or facilities' history of compliance. We may also expend considerable resources to respond to federal and state investigations or other enforcement
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action under applicable laws or regulations. To date, none of the deficiency reports received by us has resulted in a suspension, fine, or other disposition that has had a material adverse effect on our revenues, results of operations, or cash flows. However, any future substantial failure to comply with any applicable legal and regulatory requirements could result in a material adverse effect to our business as a whole. In addition, states' Attorneys General vigorously enforce consumer protection laws as those laws relate to the senior living industry. State Medicaid Fraud and Abuse Units may also investigate assisted living and memory care communities even if the community or any of its residents do not receive federal or state funds.

Regulation of the senior living industry is evolving at least partly because of the growing interests of a variety of advocacy organizations and political movements attempting to standardize regulations for certain segments of the industry, particularly assisted living and memory care. Our operations could suffer from future regulatory developments, such as federal assisted living and memory care laws and regulations, as well as mandatory increases in the scope and severity of deficiencies determined by survey or inspection officials or an increase in the number of citations that can result in civil or criminal penalties. Certain current state laws and regulations allow enforcement officials to make determinations on whether the care provided by one or more of our communities exceeds the level of care for which the community is licensed. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to be in default under our loan or lease agreements and trigger cross-defaults or may also trigger defaults under certain of our credit agreements, or adversely affect our ability to operate and/or obtain financing in the future. If a state were to find that one community's citation will impact another of our communities, this will also increase costs and result in increased surveillance by the state survey agency. If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, including increased enforcement brought about by advocacy groups, in addition to federal and state regulators, our operations could be adversely affected. Any adverse finding by survey and inspection officials may serve as the basis for false claims lawsuits by private plaintiffs and may lead to investigations under federal and state laws, which may result in civil and/or criminal penalties against the community or individual.

There are various extremely complex federal and state laws governing a wide array of referrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing attention and resources to such anti-fraud initiatives. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the Balanced Budget Act of 1997 expanded the penalties for healthcare fraud. With respect to our participation in federal healthcare reimbursement programs, the government or private individuals acting on behalf of the government may bring an action under the False Claims Act alleging that a healthcare provider has defrauded the government and seek treble damages for false claims and the payment of additional monetary civil penalties. The False Claims Act allows a private individual with knowledge of fraud to bring a claim on behalf of the federal government and earn a percentage of the federal government's recovery. Because of these incentives, so-called "whistleblower" suits have become more frequent.

Additionally, since we operate communities that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement which are false, fraudulent, or are for items or services that were not provided as claimed. Similar state laws vary from state to state. Violation of any of these laws can result in loss of licensure, citations, sanctions, and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults.

We are subject to certain federal and state laws that regulate financial arrangements by healthcare providers, such as the federal Anti-Kickback Statute, the Stark laws, and certain state referral laws. The federal Anti-Kickback Statute makes it unlawful for any person to offer or pay (or to solicit or receive) "any remuneration ... directly or indirectly, overtly or covertly, in cash or in kind" for referring or recommending for purchase any item or service which is eligible for payment under the Medicare and/or Medicaid programs. Authorities have interpreted this statute very broadly to apply to many practices and relationships between healthcare providers and sources of patient referral. If we were to violate the federal Anti-Kickback Statute, we may face criminal penalties and civil sanctions, including fines and possible exclusion from government reimbursement programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. Adverse consequences may also result if we violate federal Stark laws related to certain Medicare and Medicaid physician referrals. While we endeavor to comply with all laws that regulate the licensure and operation of our business, it is difficult to predict how our revenues could be affected if we were subject to an action alleging such violations.

We are subject to federal and state laws designed to protect the confidentiality of patient health information. The United States Department of Health and Human Services has issued rules pursuant to HIPAA relating to the privacy of such information. Rules that became effective in 2003 govern our use and disclosure of health information at certain HIPAA covered communities. We established procedures to comply with HIPAA privacy requirements at these communities. We were required
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to be in compliance with the HIPAA rule establishing administrative, physical, and technical security standards for health information by 2005. To the best of our knowledge, we are in compliance with these rules. In addition, states have begun to enact more comprehensive privacy laws and regulations addressing consumer rights to data protection or transparency. For example, the California Consumer Privacy Act became effective in 2020 and the California Privacy Rights Act, Colorado Privacy Act, and Virginia Consumer Data Protection Act will become effective in 2023. We expect additional federal and state legislative and regulatory efforts to regulate consumer privacy protection in the future. These legislative and regulatory developments will impact the design and operation of our business and our privacy and security efforts.

We are subject to federal and state laws, regulations and executive orders relating to healthcare providers’ response to the COVID-19 pandemic. These requirements vary based on provider type and jurisdiction but generally may include mandatory requirements for vacation of staff, testing of residents and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff, and regulatory bodies related to positive COVID-19 cases. Enhanced or additional penalties may apply for violation of such requirements. For more information regarding the impacts of such regulation on our senior housing portfolio, see the COVID-19 pandemic update in Recent Developments above.

We are also subject to a wide variety of federal, state, and local employment-related laws and regulations which govern matters including, but not limited to, wage and hour requirements, equal employment opportunity obligations, leaves of absence and reasonable accommodations, employee benefits, the right of employees to engage in protected concerted activity (including union organizing), and occupational health and safety requirements. Because labor represents such a large portion of our operating expenses, changes in federal, state, and local employment-related laws and regulations could increase our cost of doing business. Furthermore, any failure to comply with these laws can result in significant protracted litigation, government investigation, penalties, or other damages which could harm our reputation and have a material adverse effect on our business.

Medicare and Medicaid Programs

Our sale of 80% of our equity in our Health Care Services segment to HCA Healthcare on July 1, 2021 reduced our reliance on government reimbursement programs. We continue to rely on reimbursement from the Medicare and Medicaid programs for a portion of our revenues in our senior housing segments. Reimbursements from Medicare and Medicaid represented 1.9% and 3.5%, respectively, of our consolidated senior housing segments' resident fee revenue for the year ended December 31, 2021. Medicare and Medicaid reimbursements represented 18.8% of our CCRCs segment's resident fee revenue during such period.

Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over and certain disabled persons. We receive revenue for our skilled nursing services from Medicare. Medicaid is a medical assistance program administered by each state, funded with federal and state funds pursuant to which healthcare benefits are available to certain indigent or disabled patients. We receive reimbursements under Medicaid (including state Medicaid waiver programs) for many of our assisted living and memory care communities.

Reimbursement levels under the Medicare and Medicaid programs may not remain at levels comparable to present levels or may not be sufficient to cover the costs allocable to patients eligible for reimbursement. Medicare reimbursement for skilled nursing services is subject to fixed payments under the Medicare prospective payment systems. In accordance with Medicare laws, CMS makes annual adjustments to Medicare payment rates in many prospective payment systems under what is commonly known as a "market basket update." The Improving Medicare Post-Acute Care Transformation Act of 2014 (the "IMPACT Act") requires standardized assessment data for quality improvement, payment, and discharge planning purposes across the spectrum of post-acute care, including skilled nursing. The IMPACT Act will require skilled nursing facilities to begin reporting standardized patient assessment data, new quality measures, and resource use measures. Failure to report such data when required would subject a facility to a 2% reduction in market basket prices then in effect. The IMPACT Act further requires HHS and the Medicare Payment Advisory Commission to study and report to Congress by 2022 regarding alternative post-acute care payment models, including payment based upon individual patient characteristics and not care setting.

Medicaid reimbursement rates for many of our assisted living and memory care communities also are based upon fixed payment systems. Generally, these rates are adjusted annually for inflation. However, those adjustments may not reflect actual increases of the cost of providing healthcare services. In addition, Medicaid reimbursement can be impacted negatively by state budgetary pressures, which may lead to reduced reimbursement or delays in receiving payments.

The Medicare and Medicaid reimbursement programs are highly regulated, involve significant administrative discretion, and are subject to frequent and substantial legislative, administrative, and interpretive changes, which may significantly affect
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reimbursement rates and the methods and timing of payments made under these programs. As a result of our participation in such programs, we are subject to government reviews, audits, and investigations to verify compliance with these programs and applicable laws and regulations. CMS has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs.

Environmental Matters

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of certain hazardous or toxic substances, including, among others, petroleum and materials containing asbestos, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. Additionally, such an owner or operator of real property may incur costs relating to the release of hazardous or toxic substances, including government fines and payments for personal injuries or damage to adjacent property. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. The presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents, retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. Such laws impose liability for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Moreover, the imposition of such liability upon us could be joint and several, which means we could be required to pay for the cost of cleaning up contamination caused by others who have become insolvent or otherwise judgment proof. We do not believe that we have incurred such liabilities that would have a material adverse effect on our business, financial condition, results of operations, and cash flow.

Our operations are subject to regulation under various federal, state, and local environmental laws, including those relating to: the handling, storage, transportation, treatment, and disposal of medical waste products generated at our communities; identification and warning of the presence of asbestos-containing materials in buildings, as well as removal of such materials; the presence of other substances in the indoor environment; and protection of the environment and natural resources in connection with development or construction of our properties.

Some of our communities generate infectious or other hazardous medical waste due to the illness or physical condition of the residents, including, for example, blood-contaminated bandages, swabs and other medical waste products, and incontinence products of those residents diagnosed with an infectious disease. The management of infectious medical waste, including its handling, storage, transportation, treatment, and disposal, is subject to regulation under various federal, state, and local environmental laws. These environmental laws set forth the management requirements for such waste, as well as related permit, record-keeping, notice, and reporting obligations. Our communities' engagement of waste management companies for the proper disposal of all infectious medical waste does not immunize us from alleged violations of such medical waste laws for operations for which we are responsible even if carried out by such waste management companies, nor does it immunize us from third-party claims for the cost to cleanup disposal sites at which such wastes have been disposed. Any finding that we are not in compliance with environmental laws could adversely affect our business, financial condition, results of operations, and cash flow.

Federal regulations require building owners and those exercising control over a building's management to identify and warn, via signs and labels, their employees and certain other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. The regulations also set forth employee training, record-keeping requirements, and sampling protocols pertaining to asbestos-containing materials and potential asbestos-containing materials. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to asbestos-containing materials and potential asbestos-containing materials. The regulations may affect the value of a building containing asbestos-containing materials and potential asbestos-containing materials in which we have invested. Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or
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operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.
The presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may lead to the incurrence of costs for remediation, mitigation, or the implementation of an operations and maintenance plan. Furthermore, the presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may present a risk that third parties will seek recovery from the owners, operators, or tenants of such properties for personal injury or property damage. In some circumstances, areas affected by mold may be unusable for periods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market value.

We believe that we are in material compliance with applicable environmental laws. We are unable to predict the future course of federal, state, and local environmental regulation and legislation. Changes in the environmental regulatory framework (including legislative or regulatory efforts designed to address climate change) could have a material adverse effect on our business. Because environmental laws vary from state to state, expansion of our operations to states where we do not currently operate may subject us to additional restrictions on the manner in which we operate our communities.

Available Information

Information regarding our community and service offerings can be found at our website, www.brookdale.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports are available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC, at the following address: www.brookdale.com/investor. The information within, or that can be accessed through, our website addresses is not part of this report.

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Item 1A. Risk Factors

Our business faces significant risks and uncertainties. The discussion below addresses the most material factors, of which we are currently aware, that could affect our business, financial condition, results of operations, cash flow, liquidity, stock price, and future prospects. However, other factors not currently known to us or that we currently deem immaterial could also adversely affect our business, financial condition, results of operations, cash flow, liquidity, stock price, and future prospects. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face. If any of these risks actually occurs, our business, financial condition, results of operations, cash flow, liquidity, stock price, and future prospects could be materially and adversely affected.

COVID-19 Pandemic

The COVID-19 pandemic has adversely impacted, and likely will continue to adversely impact, our business, results of operations, cash flow, liquidity, and stock price, and such impacts may be material.

The pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us, has adversely impacted our business, results of operations, cash flow, and liquidity. We expect this adverse impact to continue into 2023. We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, liquidity, and stock price, and such impacts may be material and persist for some time. Further, our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth.

Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction. We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins. During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.

We believe potential residents and their families have been more cautious, or temporarily delayed their decision, regarding moving into senior living communities during the pandemic, and such caution may persist for some time. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels or the extent to which the pandemic’s effect on occupancy may adversely affect the amount of resident fees we are able to collect from our residents. Our efforts to adapt our sales and marketing efforts to meet demand may not be successful. In addition, expanded use of telemedicine and home healthcare by seniors, for which regulatory barriers have been relaxed during the pandemic, may result in less demand for our services.

In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. We are not able to reasonably predict the total amount of costs we will incur related to the pandemic, and such costs may continue to be substantial. We have taken, and may take in future periods, significant impairment charges related to COVID-19 due to lower
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than expected operating performance at communities. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.

We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the COVID-19 pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief. Grants received from the Provider Relief Fund are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for healthcare related expenses or lost revenues that are attributable to COVID-19 and have not been reimbursed from other sources or that other sources are not obligated to reimburse. We cannot provide assurance that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS. The program requires us to report to HHS on our use of the grants, and our reporting is subject to audit. Additionally, there can be no assurance that we will qualify for, or receive, future grants in the amounts we expect or at all or the timing of any such grants.

The pandemic has also caused substantial volatility in the market prices and trading volumes in the equity markets, including our stock. Our stock price and trading volume may continue to be subject to wide fluctuations as a result of the pandemic and may decline in the future.

The ultimate impacts of COVID-19 on our business, results of operations, cash flow, liquidity, and stock price will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

Business, Operations, and Strategy

Due to the dependency of our revenues on private pay sources, events which adversely affect the ability of seniors to afford our resident fees (including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members) could cause our occupancy, revenues, results of operations, and cash flow to decline.

Costs to seniors associated with independent living, assisted living, and memory care communities are not generally reimbursable under government reimbursement programs such as Medicare and Medicaid. For the year ended December 31, 2021, we generated 93.2% of our consolidated senior housing segments’ resident fee revenue from private pay customers. Only seniors with income or assets meeting or exceeding the comparable median in the regions where our communities are located typically can afford to pay our monthly resident fees. Economic downturns, softness in the housing market, higher levels of unemployment among resident family members, lower levels of consumer confidence, stock market volatility, and changes in demographics could adversely affect the ability of seniors to afford our resident fees. If we are unable to retain and attract seniors with sufficient income, assets, or other resources required to pay the fees associated with independent and assisted living services and other service offerings, our occupancy, revenues, results of operations, and cash flow could decline.
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Changes in the reimbursement rates, methods, or timing of payment from government reimbursement programs could adversely affect our revenues, results of operations, and cash flow.

We rely on reimbursement from government programs for a portion of our revenues, primarily in our CCRCs segment. For the year ended December 31, 2021, Medicare and Medicaid reimbursements represented 18.8% of our CCRCs segment’s resident fee revenue and 5.4% of our consolidated senior housing segments’ resident fee revenue. We cannot provide assurance that reimbursement levels will not decrease in the future, which could adversely affect our revenues, results of operations, and cash flow. Government efforts to reduce medical spending, along with broader healthcare reform, could result in major changes in the healthcare delivery and reimbursement systems on both the national and state levels, including a reduction in funds available for our services or increases in our operating costs. Such reimbursement levels may not remain at levels comparable to present levels or may not be sufficient to cover the costs allocable to patients eligible for reimbursement.

Senior housing construction and development, lower industry occupancy, and increased competition, may have an adverse effect on our occupancy, revenues, results of operations, and cash flow.

The senior living industry is highly competitive. We compete with numerous organizations, including not-for-profit entities, that offer similar communities and services, community-based service programs, retirement communities, convalescent centers, and other senior living providers. In general, regulatory and other barriers to competitive entry in the independent living, assisted living, and memory care sectors of the senior living industry are not substantial. The industry has attracted additional investment resulting in increased construction and development of new senior housing supply. In addition, the COVID-19 pandemic has resulted in additional occupancy pressure for our industry, and industry data shows that nearly all markets had fallen to record low occupancy by the first quarter of 2021. While the industry recovers occupancy, certain competitors may price aggressively in order to capture market share. Consequently, we may encounter competition that could limit our ability to attract and retain residents and associates, raise or maintain resident fees, and expand our business, which could have a material adverse effect on our occupancy, revenues, results of operations, and cash flow.

The geographic concentration of our communities could leave us vulnerable to an economic downturn, regulatory changes, acts of nature, or the effects of climate change in those areas, which could negatively impact our financial condition, revenues, results of operations, and cash flow.

We have a high concentration of communities in various geographic areas, including the states of California, Florida, and Texas. As a result of this concentration, the conditions of local economies and real estate markets, changes in governmental regulations, acts of nature, and other factors that may result in a decrease in demand for senior living services in these areas could have an adverse effect on our financial condition, revenues, results of operations, and cash flow. Given the location of our communities, we are particularly susceptible to revenue loss, cost increase, or damage caused by severe weather conditions or natural disasters such as hurricanes, wildfires, earthquakes, or tornados. Any significant loss due to a natural disaster may not be covered by insurance and may lead to an increase in the cost of insurance or unavailability on acceptable terms. Climate change may also have effects on our business by increasing the cost of property insurance or making coverage unavailable on acceptable terms. To the extent that significant changes in the climate occur in areas where our communities are located, we may experience increased frequency of severe weather conditions or natural disasters or other changes to weather patterns, all of which may result in physical damage to or a decrease in demand for properties affected by these conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition, revenues, results of operations, or cash flow may be adversely affected. In addition, government regulation intended to mitigate the impact of climate change, severe weather patterns, or natural disasters could result in additional required capital expenditures to comply with such regulation without a corresponding increase in our revenues.

Termination of our resident agreements and vacancies in the living spaces we lease could adversely affect our occupancy, revenues, results of operations, and cash flow.

State regulations governing assisted living and memory care communities require written resident agreements with each resident. Several of these regulations also require that each resident have the right to terminate the resident agreement for any reason on reasonable notice. Consistent with these regulations, many of our assisted living and memory care resident agreements allow residents to terminate their agreements upon 30 days' or less notice. Our independent living resident agreements generally provide for termination of the lease upon death or allow a resident to terminate his or her lease upon the need for a higher level of care not provided at the community. If multiple residents terminate their resident agreements at or around the same time, including as a result of the COVID-19 pandemic, our occupancy, revenues, results of operations, and cash flow could be adversely affected. In addition, because of the demographics of our typical residents, including age and health, resident turnover rates in our communities are difficult to predict. As a result, the living spaces we lease may be unoccupied for a period of time, which could adversely affect our occupancy, revenues, results of operations, and cash flow.
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Failure to maintain the security and functionality of our information systems and data, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA, could adversely affect our business, reputation, and relationships with our residents, employees, and referral sources and subject us to remediation costs, government inquiries, and liabilities, any of which could materially and adversely impact our revenues, results of operations, cash flow, and liquidity.

We are dependent on the proper function and availability of our information systems, including hardware, software, applications, and electronic data storage, to store, process, and transmit our business information, including proprietary business information and personally identifiable information of our residents and employees. Though we have taken steps to protect the cybersecurity and physical security of our information systems and have implemented policies and procedures to comply with HIPAA and other privacy laws, rules, and regulations, there can be no assurance that our security measures and disaster recovery plan will prevent damage to, or interruption or breach of, our information systems or other unauthorized access to proprietary or private information.

Because the techniques used to obtain unauthorized access to systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. Components of our information systems that we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise the security or functionality of our information systems. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud or other forms of deceiving our employees or contractors such as email phishing attacks. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our cybersecurity or to investigate and remediate any cybersecurity vulnerabilities, attacks, or incidents.

In addition, we rely on software support of third parties to secure and maintain our information systems. Our inability, or the inability of these third parties, to continue to maintain and upgrade our information systems could disrupt or reduce the efficiency of our operations. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.

Failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or other unauthorized access to our information systems, or to comply with applicable privacy and consumer protection laws, including HIPAA, could expose us to a number of adverse consequences, many of which are not insurable, including: (i) interruptions to our business, (ii) the theft, destruction, loss, misappropriation, or release of sensitive information, including proprietary business information and personally identifiable information of our residents and employees, (iii) significant remediation costs; (iv) negative publicity which could damage our reputation and our relationships with our residents, employees, and referral sources, (v) litigation and potential liability under privacy, security, and consumer protection laws, including HIPAA, or other applicable laws, rules, or regulations, and (vi) government inquiries which may result in sanctions and other criminal or civil fines or penalties. Any of the foregoing could materially and adversely impact our revenues, results of operations, cash flow, and liquidity.

Failure to complete our capital expenditures in accordance with our plans may adversely affect our anticipated revenues, results of operations, and cash flow.

Our planned full-year 2022 non-development capital expenditures include maintenance, renovations, upgrades, and other major building infrastructure projects for our communities. Such projects may be needed to ensure that our communities are in appropriate physical condition to support our strategy and to protect the value of our community portfolio. In addition, our planned full-year 2022 development capital expenditure projects include those for expansion, repositioning, redeveloping, and major renovation of selected existing senior living communities.

Our capital projects are in various stages of planning and development and are subject to a number of factors over which we may have little or no control. These factors include work restrictions at our communities due to COVID-19, the necessity of arranging separate leases, mortgage loans, or other financings to provide the capital required to complete these projects; difficulties or delays in obtaining zoning, land use, building, occupancy, licensing, certificate of need, and other required governmental permits and approvals; failure to complete construction of the projects on budget and on schedule; failure of third-party contractors and subcontractors to perform under their contracts; shortages of labor or materials that could delay projects or make them more expensive; adverse weather conditions that could delay completion of projects; increased costs resulting from general economic conditions or increases in the cost of materials; and increased costs as a result of changes in laws and regulations.

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We cannot provide assurance that we will undertake or complete all of our planned capital expenditures, or that we will not experience delays in completing those projects. In addition, we may incur substantial costs prior to achieving stabilized occupancy for certain capital projects and cannot assure that these costs will not be greater than we have anticipated. We also cannot provide assurance that any of our capital projects will be economically successful or provide a return on investment in accordance with our plans or at all. Furthermore, our failure to complete, or delays in completing, our planned community-level capital expenditures could harm the value of our communities and our revenues, results of operations, and cash flow.

To the extent we identify and pursue any future development, investment, or acquisition opportunities, we may encounter difficulties in identifying opportunities at attractive prices or integrating acquisitions with our operations, which may adversely affect our financial condition, results of operations, and cash flow.

We may not be able to identify development, investment, and acquisition opportunities on attractive terms and that are compatible with our strategy. To the extent we identify any such opportunities and enter into definitive agreements in connection therewith, we cannot provide assurance that the transactions will be completed. Failure to complete transactions after we have entered into definitive agreements may result in significant expenses to us. To the extent we identify and close on any such opportunities, the integration of acquired communities or companies into our existing business may result in unforeseen difficulties, divert managerial attention, or require significant financial or other resources. Any such closings may require us to incur additional indebtedness and contingent liabilities and may result in unforeseen expenses or compliance issues. Any future development, investment, or acquisition transactions may not generate any additional income for us or provide any benefit to our business.

Competition for the acquisition of strategic assets from buyers with greater financial resources or lower costs of capital than us or that have lower return expectations than we do could limit our ability to compete for strategic acquisitions and therefore to grow our business effectively.

There is significant competition among potential acquirers in the senior living industry, and there can be no assurance that we will be able to successfully complete acquisitions, which could limit our ability to grow our business. Several publicly-traded and non-traded real estate investment trusts, or REITs, and private equity firms have similar asset acquisition objectives as we do, along with greater financial resources and/or lower costs of capital than we are able to obtain. Partially as a result of tax law changes enacted through RIDEA, we now compete more directly with the various publicly-traded healthcare REITs for the acquisition of senior housing properties.

Pending disposition transactions are, and any future disposition transactions will be, subject to various closing conditions, including the receipt of regulatory approvals where applicable, likely will result in reductions to our revenue, and may negatively impact our results of operations and cash flow.

During 2022, we expect to close on the disposition of two owned unencumbered communities classified as held for sale as of December 31, 2021 and the termination of our lease obligations on two communities for which we have provided notice of non-renewal. Over the longer term, we may dispose of owned or leased communities through asset sales and lease terminations and expirations. The closings of any such transactions, or those that we identify in the future, generally are or will be subject to closing conditions, which may include the receipt of regulatory approvals, and we cannot provide assurance that any such transactions will close or, if they do, when the actual closings will occur. The sales price for pending or future dispositions may not meet our expectations due to the underlying performance of such communities or conditions beyond our control, and we may be required to take impairment charges in connection with such sales if the carrying amounts of such assets exceed the proposed sales prices, which could adversely affect our financial condition and results of operations. Further, we cannot provide assurance that we will be successful in identifying and pursuing disposition opportunities on terms that are acceptable to us, or at all. We may be required to pay significant amounts to restructure or terminate leases and we may be required to take charges in connection with such activity, which could adversely affect our financial condition and results of operations.

Completion of the dispositions of communities through sales or lease terminations, or the termination of our management arrangements, including pending transactions and those we enter into in the future, likely will result in reductions to our revenue and may negatively impact our results of operations and cash flow. Further, if we are unable to reduce our general and administrative expense with respect to completed dispositions or management arrangement terminations in accordance with our expectations, we may not realize the expected benefits of such transactions, which could negatively impact our anticipated results of operations and cash flow.

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Our execution of our strategy may not be successful, and initiatives undertaken to execute on our strategic priorities may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock.

The success of our strategy depends on our ability to successfully identify and implement initiatives to execute on our strategic priorities, as well as factors outside of our control. Such initiatives may not be successful in achieving our expectations or may require more time and resources than expected to implement. There can be no assurance that our strategy or initiatives undertaken to execute on our strategic priorities will be successful and, as a result, such initiatives may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock.

Our ability to use net operating loss carryovers to reduce future tax payments may be limited.

Section 382 of the Internal Revenue code contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of 50% of its stock over a three-year period, to utilize its net operating loss carryforward and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by a company. Any such annual limitations may result in our being unable to utilize all of our net operating loss carryforwards generated in tax years prior to 2018 before their expiration.

Liquidity and Indebtedness

Disruptions in the financial markets or decreases in the appraised values or performances of our communities could affect our ability to obtain financing or to extend or refinance debt as it matures, which could negatively impact our liquidity, financial condition, and the market price of our common stock.

As of December 31, 2021, we had outstanding $3.8 billion principal amount of mortgage financing, $230.0 million of 2.00% convertible senior notes due 2026, and $86.2 million letters of credit. If we are unable to extend or refinance our indebtedness prior to scheduled maturity dates, our liquidity and financial condition could be adversely impacted. Even if we are able to extend or refinance our maturing debt or credit or letter of credit facilities, the terms of the new financing may not be as favorable to us as the terms of the existing financing.

We are heavily dependent on mortgage financing provided by Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac), which are currently operating under a conservatorship begun in 2008 and conducting business under the direction of the Federal Housing Finance Agency. Reform efforts related to Fannie Mae and Freddie Mac may make such financing sources less available or unavailable in the future and may cause us to seek alternative sources of financing, which may be less attractive or unavailable.

The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. Decreases in the appraised values of our communities, including due to adverse changes in real estate market conditions, or their performance, has resulted, and could continue to result, in available mortgage refinancing amounts that are less than the communities' maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We cannot provide assurance that such non-agency mortgage financing will continue to be available as an alternative to Fannie Mae and Freddie Mac financing. We have pre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable.

Disruptions or prolonged downturns in the financial markets may cause us to seek alternative sources of potentially less attractive financing and may require us to further adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital, including through the issuance of common stock. Disruptions in the financial markets could have an adverse effect on our business. If we are not able to obtain additional financing on favorable terms, we also may have to forgo, delay, or abandon some or all of our planned capital expenditures or any development, investment, or acquisition opportunities that we identify, which could adversely affect our revenues, results of operations, and cash flow.
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If we are unable to generate sufficient cash flow to cover required interest, principal, and lease payments, this could result in defaults of the related debt or leases and cross-defaults under our other debt or lease documents, which would adversely affect our capital structure, financial condition, results of operations, and cash flow.

We have significant indebtedness and lease obligations, and we intend to continue financing our communities through mortgage financing, long-term leases, and other types of financing. Our required lease payments are generally subject to an escalator that is either fixed or tied to changes in the consumer price index or leased property revenue. We cannot give any assurance that we will generate sufficient cash flow from operations to cover required interest, principal, and lease payments. Any non-payment or other default under our financing arrangements could, subject to cure provisions, cause the lender to foreclose upon the community or communities securing such indebtedness or, in the case of a lease, cause the lessor to terminate the lease, each with a consequent loss of revenue and asset value to us. In some cases, indebtedness is secured by both a mortgage on a community (or communities) and a guaranty by us and/or one or more of our subsidiaries. In the event of a default under one of these scenarios, the lender could avoid judicial procedures required to foreclose on real property by declaring all amounts outstanding under the guaranty immediately due and payable, and requiring the respective guarantor to fulfill its obligations to make such payments. The realization of any of these scenarios would have an adverse effect on our financial condition and capital structure. Because many of our outstanding debt and lease documents contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our other communities and their corresponding financing arrangements and leases (including documents with other lenders or lessors). In the event of such a default, we may not be able to obtain a waiver from the lender or lessor on terms acceptable or favorable to us, or at all, which would have a negative impact on our capital structure and financial condition.

Our indebtedness and long-term leases could adversely affect our liquidity and our ability to operate our business.

Our level of indebtedness and our long-term leases could adversely affect our future operations and/or impact our stockholders for several reasons, including, without limitation:

We may have little or no cash flow apart from cash flow that is dedicated to required interest, principal, and lease payments;
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, acquisition and development, 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.

If we are unable to generate sufficient cash flow from operations in the future to service our debt or to make lease payments on our leases, we may be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness or leases, sell selected assets, reduce or delay planned capital expenditures, or delay or abandon desirable acquisitions. These measures might not be sufficient to enable us to make required payments on our debt or leases, which could result in an adverse effect on our future ability to generate revenues and our results of operations and cash flow. Any contemplated financing, refinancing, restructuring, or sale of assets might not be available on economically favorable terms to us.

Our debt and lease documents contain financial and other covenants, and any default under such documents could result in the acceleration of our indebtedness and lease obligations, the foreclosure of our mortgaged communities, the termination of our leasehold interests, and/or cross-defaults under our other debt or lease documents, any of which could materially and adversely impact our capital structure, financial condition, results of operations, cash flow, and liquidity and interfere with our ability to pursue our strategy.

Certain of our debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity, as calculated in accordance with accounting principles generally accepted in the United States, or GAAP, and in certain circumstances, reduced by intangible assets or liabilities or increased by deferred gains from sale-leaseback transactions and deferred entrance fee revenue. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents
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contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).

These restrictions and covenants may interfere with our ability to obtain financing or to engage in other business activities, which may inhibit our ability to pursue our strategy. Certain of our outstanding indebtedness and leases limit or restrict, among other things, our ability and our subsidiaries' ability to borrow additional funds, engage in a change in control transaction, dispose of all or substantially all of our or their assets, or engage in mergers or other business combinations without consent of the applicable lender or lessor. In certain circumstances, the consent of the applicable lender or, if certain objective conditions are not satisfied, lessor may be based on the lender's or lessor's sole discretion. Our inability to obtain the consent of applicable lenders and landlords in connection with our pursuit of any such transactions may forestall our ability to consummate such transactions. Furthermore, the costs of obtaining such consents may reduce the value that our stockholders may realize in any such transactions.

The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. We typically guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio could result in a default on the entire master lease portfolio.

Furthermore, our debt and leases are secured by our communities and, in certain cases, a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.

In addition, certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand or develop or acquire senior housing communities and operating companies.

Lease obligations and mortgage debt expose us to increased risk of loss of property, which could harm our ability to generate future revenues and could have an adverse tax effect.

Lease obligations and mortgage debt increase our risk of loss because defaults on leases or indebtedness secured by properties may result in lease terminations by lessors and foreclosure actions by lenders. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could negatively impact our results of operations and cash flow. Further, because many of our outstanding debt and lease documents contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our other communities and their corresponding financing arrangements and leases.

Our leases generally provide for renewal or extension options and, in certain cases, purchase options. We expect to renew, extend, or exercise purchase options with respect to our leases in the normal course of business; however, there can be no assurance that these rights will be exercised in the future or that we will be able to satisfy the conditions precedent to exercising any such rights. The terms of any such purchase options that are based on fair market value are inherently uncertain and could be unacceptable or unfavorable to us depending on the circumstances at the time of exercise. If we are not able to renew or extend our existing leases, or purchase the communities subject to such leases, at or prior to the end of the existing lease terms, or if the terms of such options are unfavorable or unacceptable to us, our business, results of operations, and cash flow could be adversely affected.
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Increases in market interest rates could significantly increase the costs of our debt obligations, which could adversely affect our results of operations and cash flow.

Our variable-rate debt obligations expose us to interest rate risk. In the normal course of business, we enter into interest rate agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. These agreements only limit our exposure to increases in interest rates above certain levels and generally must be renewed every two to three years. Increases in prevailing interest rates will increase our payment obligations on our existing variable-rate obligations to the extent they are unhedged and may increase our future borrowing and hedging costs, which would negatively impact our results of operations and cash flow.

The interest rates for a significant majority of our variable-rate debt obligations are calculated based on the London Interbank Offer Rate ("LIBOR") plus a spread, and our interest rate cap agreements generally are indexed to LIBOR. The Intercontinental Exchange ("ICE") ICE Benchmark Administration intends to phase out the LIBOR tenors by June 30, 2023. Substantially all of our variable-rate debt agreements indexed to LIBOR provide that the lender may choose an alternative index based on comparable information, and our interest rate cap agreements provide that the calculation agent may choose an alternative index. It is unclear whether LIBOR will cease to exist or if new methods of calculating LIBOR will evolve by the applicable phase-out dates, or whether alternative and comparable index rates will be established and adopted by our lenders and other financial institutions. While we believe the transition away from LIBOR will be substantially rate neutral, uncertainties or volatility regarding the calculation of interest rates on our variable-rate debt obligations while LIBOR is being phased out could adversely affect our results of operations and cash flow.

We may need additional capital to fund our operations, capital expenditure plans, and strategic priorities, and we may not be able to obtain it on terms acceptable to us, or at all.

Funding our capital expenditure plans, pursuing any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or funding investments to support our strategy may require additional capital. Financing may not be available to us or may be available to us only on terms that are not favorable. In addition, certain of our outstanding indebtedness and long-term leases restrict, among other things, our ability to incur additional debt. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon some or all of our plans or opportunities. Further, if additional funds are raised through the issuance of additional equity securities, the percentage ownership of our stockholders would be diluted. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock.

Human Capital

The transition of management or unexpected departure of our key officers could harm our business.

We are dependent on the efforts of our senior management. The transition of management, the unforeseen loss or limited availability of the services of any of our executive leaders, or our inability to recruit and retain qualified personnel in the future, could, at least temporarily, have an adverse effect on our business, results of operations, and financial condition and be negatively perceived in the capital markets.

Increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases, changes in overtime laws, and union activity may have an adverse effect on our business, results of operations, and cash flow.

Our success depends on our ability to attract and retain qualified management and other associates who are responsible for the day-to-day operations of each of our communities. We compete with various healthcare service providers, other senior living providers, and hospitality and food services companies in attracting and retaining qualified associates. If we fail to attract and retain qualified associates, our ability to conduct our business operations effectively, our overall operating results, and cash flow could be harmed. During 2021, we experienced pressures associated with the intensely competitive labor environment, including increased associate turnover and difficulty in timely filling open positions. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. In addition, we have experienced and may continue to experience wage pressures due to minimum wage and minimum salary threshold increases mandated by state and local laws. Due to the intensively competitive labor market, our use of more expensive contract labor and overtime to cover open positions increased during 2021. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in, and may further result in, increases in the cost of contract labor. If we are unable to timely fill open positions, our
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reliance on more expensive contract labor and overtime may continue or increase. Increases in wages and our increased use of contract labor and overtime would result in higher operating costs, and we may not be able to offset the added costs by increasing the rates we charge to our residents or our service charges, which would negatively impact our results of operations and cash flow.

In addition, efforts by labor unions to organize any of our community personnel could divert management attention, lead to increased costs, and/or reduce our flexibility with respect to certain workplace rules. If we experience an increase in organizing activity, if onerous collective bargaining agreement terms are imposed upon us, or if we otherwise experience an increase in our staffing and labor costs, our results of operations and cash flow would be negatively affected.

Regulatory, Compliance, and Legal

Environmental contamination at any of our communities could result in substantial liabilities to us, which may exceed the value of the underlying assets and which could materially and adversely affect our financial condition, results of operations, and cash flow.

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of, or related to the release of, certain hazardous or toxic substances, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. In addition, the presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents and retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. Such laws impose liability, which may be joint and several, for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Although we do not believe that we have incurred such liabilities as would have a material adverse effect on our business, financial condition, and results of operations, we could be subject to substantial future liability for environmental contamination that we have no knowledge about as of the date of this report and/or for which we may not be at fault.

Failure to comply with existing environmental laws could result in increased expenditures, litigation, and potential loss to our business and in our asset value, which would have an adverse effect on our financial condition, results of operations, and cash flow.

Our operations are subject to regulation under various federal, state, and local environmental laws, including those relating to: the handling, storage, transportation, treatment, and disposal of medical waste products generated at our communities; identification and warning of the presence of asbestos-containing materials in buildings, as well as removal of such materials; the presence of other substances in the indoor environment; and protection of the environment and natural resources in connection with development or construction of our properties.

Some of our communities generate infectious or other hazardous medical waste due to the illness or physical condition of the residents. Our communities’ engagement of waste management companies for the proper disposal of all infectious medical waste does not immunize us from alleged violations of such laws for operations for which we are responsible even if carried out by such waste management companies, nor does it immunize us from third-party claims for the cost to cleanup disposal sites at which such wastes have been disposed.

Federal regulations require building owners and those exercising control over a building's management to identify and warn their employees and certain other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits. Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.
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The presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may lead to the incurrence of costs for remediation, mitigation, or the implementation of an operations and maintenance plan and may result in third-party litigation for personal injury or property damage. Furthermore, in some circumstances, areas affected by mold may be unusable for periods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market value.

Although we believe that we are currently in material compliance with applicable environmental laws, if we fail to comply with such laws in the future, we would face increased expenditures both in terms of fines and remediation of the underlying problem(s), potential litigation relating to exposure to such materials, and potential decrease in value to our business and in the value of our underlying assets. Therefore, our failure to comply with existing environmental laws would have an adverse effect on our financial condition, results of operations, and cash flow. We are unable to predict the future course of federal, state, and local environmental regulation and legislation. Changes in the environmental regulatory framework (including legislative or regulatory efforts designed to address climate change) could have a material adverse effect on our business. Because environmental laws vary from state to state, expansion of our operations to states where we do not currently operate may subject us to additional restrictions on the manner in which we operate our communities.

Significant legal actions and liability claims against us, including class action and stockholder derivative complaints, could subject us to increased operating costs and substantial uninsured liabilities, which may adversely affect our financial condition and results of operations.

We have been and are currently involved in litigation and claims incidental to the conduct of our business, which we believe are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at our communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, we maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. We use our wholly-owned captive insurance company for the purpose of insuring certain portions of our risk retention under our general and professional liability insurance programs. Accordingly, we are, in effect, self-insured for claims that are less than the deductible amounts and for claims that exceed the funding level of our captive, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. If we experience a greater number of losses than we anticipate, or if certain claims are not covered by insurance, our results of operations and financial condition could be adversely affected.

The senior living industry entails an inherent risk of liability, particularly given the demographics of our residents and the services we provide. In recent years, we, as well as other participants in our industry, have been subject to an increasing number of claims and lawsuits alleging that our services have resulted in resident injury or other adverse effects. Many of these lawsuits involve large damage claims and significant legal costs. The frequency and magnitude of such alleged claims and legal costs may increase due to the COVID-19 pandemic or our response efforts. Many states continue to consider tort reform and how it will apply to the senior living industry. We may continue to be faced with the threat of large jury verdicts in jurisdictions that do not find favor with large senior living providers. There can be no guarantee that we will not have any claims that exceed our policy limits in the future, which could subject us to substantial uninsured liabilities.

If a successful claim is made against us and it is not covered by our insurance or exceeds the policy limits, our financial condition and results of operations could be materially and adversely affected. In some states, state law may prohibit or limit insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation. As a result, we may be liable for punitive damage awards in these states that either are not covered or are in excess of our insurance policy limits. Also, our insurance policies' deductibles, or self-insured retention, are accrued based on an actuarial projection of future liabilities. If these projections are inaccurate and if there is an unexpectedly large number of successful claims that result in liabilities in excess of our accrued reserves, our operating results could be negatively affected. Claims against us, regardless of their merit or eventual outcome, also could have a material adverse effect on our ability to attract residents or expand our business and could require our management to devote time to matters unrelated to the day-to-day operation of our business. We also have to renew our policies every year and negotiate terms for coverage, exposing us to the volatility of the insurance markets, including the possibility of rate increases and changes in coverage and other terms. There can be no assurance that we will be able to obtain liability insurance in the future or, if available, that such coverage will be available on acceptable terms.

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We face periodic and routine reviews, audits, and investigations by government agencies, and any adverse findings could negatively impact our business, financial condition, results of operations, and cash flow.

The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, we are subject to various government reviews, audits, and investigations to verify our compliance with Medicare and Medicaid programs and other applicable laws and regulations. CMS has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and damage to our business reputation. Our costs to respond to and defend any such audits, reviews, and investigations may be significant, and any resulting sanctions or criminal, civil, or regulatory penalties could have a material adverse effect on our business, financial condition, results of operations, and cash flow.

The cost and difficulty of complying with increasing and evolving regulation and enforcement could have an adverse effect on our business, results of operations, and cash flow.

The regulatory environment surrounding the senior living industry continues to intensify in the number and type of laws and regulations affecting it, many of which vary from state to state. Many senior living communities are subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities. In several of the states in which we operate there are different levels of care that may be provided based on the level of licensure. Several of the states in which we operate, or intend to operate, assisted living and memory care communities, or skilled nursing facilities require a certificate of need before a community may be opened or the services at an existing community may be expanded. These regulatory requirements, and the increased enforcement thereof, could affect our ability to expand into new markets, to expand our services and communities in existing markets, and if any of our presently licensed communities were to operate outside of its licensing authority, may subject us to penalties including closure of the community.

Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations. This is particularly true for large for-profit, multi-community providers like us. Future regulatory developments as well as mandatory increases in the scope and severity of deficiencies determined by survey or inspection officials could cause our operations to suffer. We are unable to predict the future course of federal, state, and local legislation or regulation. If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, our business, results of operations, and cash flow could be adversely affected.

The intensified regulatory and enforcement environment impacts providers like us because of the increase in the number of inspections or surveys by governmental authorities and consequent citations for failure to comply with regulatory requirements. We also expend considerable resources to respond to federal and state investigations or other enforcement action. From time to time in the ordinary course of business, we receive survey reports from state or federal regulatory bodies citing deficiencies resulting from such inspections or surveys. Although most inspection deficiencies are resolved through a plan of corrective action, the reviewing agency may have the authority to take further action against a licensed or certified community, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions, loss of certification as a provider under federal reimbursement programs, or imposition of other sanctions, including criminal penalties. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. The failure to comply with applicable legal and regulatory requirements could result in a material adverse effect to our business as a whole.

There are various extremely complex federal and state laws governing a wide array of referrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing attention and resources to such anti-fraud initiatives. Some examples are the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Balanced Budget Act of 1997, and the False Claims Act, which gives private individuals the ability to bring an action on behalf of the federal government. The violation of any of these laws or regulations may result in the imposition of fines or other penalties that could increase our costs and otherwise jeopardize our business. Because of incentives allowing a private individual to bring a claim on behalf of the federal government, so-called "whistleblower" suits have become more frequent.

Additionally, since we operate communities that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement
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which are false, fraudulent, or are for items or services that were not provided as claimed. Similar state laws vary from state to state. Violation of any of these laws can result in loss of licensure, citations, sanctions, and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults.

We are subject to certain federal and state laws that regulate financial arrangements by healthcare providers, such as the federal Anti-Kickback Statute, the Stark laws, and certain state referral laws. Authorities have interpreted the federal Anti-Kickback Statute very broadly to apply to many practices and relationships between healthcare providers and sources of patient referral. If we were to violate the federal Anti-Kickback Statute, we may face criminal penalties and civil sanctions, including fines and possible exclusion from government reimbursement programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. Adverse consequences may also result if we violate federal Stark laws related to certain Medicare and Medicaid physician referrals. While we endeavor to comply with all laws that regulate the licensure and operation of our business, it is difficult to predict how our revenues could be affected if we were subject to an action alleging such violations.

We are subject to federal and state laws, regulations and executive orders relating to healthcare providers’ response to the COVID-19 pandemic. These requirements vary based on provider type and jurisdiction but generally may include mandatory requirements vaccination of staff, testing of residents and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff, and regulatory bodies related to positive COVID-19 cases. Enhanced or additional penalties may apply for violation of such requirements.

Compliance with the Americans with Disabilities Act and Fair Housing Act, safety and health standards of the Occupational Safety and Health Administration, and other fire, safety, health, and other regulations may require us to make unanticipated expenditures, which could increase our costs and therefore adversely affect our results of operations and financial condition.

Certain of our communities, or portions thereof, may be subject to compliance with the Americans with Disabilities Act, or ADA. The ADA has separate compliance requirements for "public accommodations" and "commercial properties," but generally requires that buildings be made accessible to people with disabilities. If applicable, compliance with ADA requirements could require removal of access barriers and non-compliance could result in imposition of government fines or an award of damages to private litigants.

We must also comply with the Fair Housing Act, which prohibits us from discriminating against individuals on certain bases in any of our practices if it would cause such individuals to face barriers in gaining residency in any of our communities. Additionally, the Fair Housing Act and other state laws require that we advertise our services in such a way that we promote diversity and not limit it. We may be required, among other things, to change our marketing techniques to comply with these requirements.

In addition, we are required to operate our communities in compliance with applicable safety and health standards of the Occupational Safety and Health Administration, and other fire, health, and safety regulations, building codes and other land use regulations, and food licensing or certification requirements as they may be adopted by governmental agencies and bodies from time to time. Like other healthcare facilities, senior living communities are subject to periodic survey or inspection by governmental authorities to assess and assure compliance with regulatory requirements. Surveys occur on a regular (often annual or bi-annual) schedule, and special surveys may result from a specific complaint filed by a resident, a family member, or one of our competitors. We may be required to make substantial capital expenditures to comply with those requirements.

Legislation was adopted in the State of Florida in March 2018 that requires skilled nursing homes and assisted living communities in Florida to obtain generators and fuel necessary to sustain operations and maintain comfortable temperatures in the event of a power outage. Our cost to comply with this legislation has been approximately $20 million without a corresponding increase in our revenues. If other states or jurisdictions were to adopt similar legislation or regulation, the cost to comply with such requirements may be substantial and may not result in any additional revenues. The increased costs and capital expenditures that we may incur in order to comply with any of the above would result in a negative effect on our results of operations and financial condition.
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Changes in federal, state, and local employment-related laws and regulations, or our failure to comply with these laws and regulations could have an adverse effect on our financial condition, results of operations, and cash flow.

We are subject to a wide variety of federal, state, and local employment-related laws and regulations which govern matters including, but not limited to, wage and hour requirements, equal employment opportunity obligations, leaves of absence and reasonable accommodations, employee benefits, the right of employees to engage in protected concerted activity (including union organizing), and occupational health and safety requirements. Because labor represents such a large portion of our operating expenses, changes in federal, state, and local employment-related laws and regulations could increase our cost of doing business. Furthermore, any failure to comply with these laws can result in significant protracted litigation, government investigation, penalties, or other damages which could have an adverse effect on our financial condition, results of operations, and cash flow.

Corporate Organization and Structure

Anti-takeover provisions in our organizational documents may delay, deter, or prevent a tender offer, merger, or acquisition that investors may consider favorable.

Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws may delay, deter, or prevent a tender offer, merger, or acquisition that investors may consider favorable or prevent the removal of our current board of directors. Such provisions include:

provisions allowing the Board of Directors to issue 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.

Additionally, our amended and restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, will not apply to us.

We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.

We are a holding company with no material direct operations. Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries. As a result, we are dependent on loans, distributions, and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and have no obligation to make funds available to us.

Other Market Factors

Various factors, including general economic conditions and the spread of contagious illnesses, could adversely affect our financial performance and other aspects of our business.

General economic conditions, such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits and insurance, interest rates, and tax rates, affect our facility operating, facility lease, general and administrative and other expenses, and we have no control or limited ability to control such factors. Current global economic conditions and uncertainties, including due to the COVID-19 pandemic, the potential for failures or realignments of financial institutions, and the related impact on available credit may affect us and our business partners, landlords, counterparties, and residents or prospective residents in an adverse manner including, but not limited to, reducing access to liquid funds or credit, increasing the cost of credit, limiting our ability to manage interest rate risk, increasing the risk that certain of our business partners, landlords or counterparties would be unable to fulfill their obligations to us, and other impacts which we are unable to fully anticipate. In addition to the impact of the COVID-19 pandemic on our occupancy, seasonal contagious illnesses such as cold and flu, which typically more severely impact seniors than the general population may negatively affect our occupancy. The continued COVID-19 pandemic, severe cold and flu season, or an outbreak of other contagious disease in the markets in which we operate could result in a regulatory ban on admissions, decreased occupancy, and otherwise adversely affect our business.
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The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, stockholders may be unable to resell their shares at or above their purchase price. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price, result in fluctuations in the price, or trading volume of our common stock include:

variations in our reported results of operations and cash flow, and changes in our financial guidance;
the contents of published research reports about us or the senior living, healthcare, or real estate industries, the failure of securities analysts to cover our common stock, or changes in market valuations of similar companies;
additions or departures of key management personnel;
any increased indebtedness we may incur, any inability to refinance maturing indebtedness, or lease obligations we may enter into in the future;
actions by institutional stockholders;
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, other senior living operators or healthcare providers, or the senior living, healthcare, or real estate industries in general;
proxy contests or other stockholder activism;
increases in market interest rates that may lead purchasers of our shares to demand a higher yield or downturns in the real estate market;
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.

Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by offering additional debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible securities, series of preferred shares, or shares of our common stock. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, would receive a distribution of our available assets prior to the holders of our common stock. We may issue all of the shares of our common stock that are authorized but unissued (and not otherwise reserved for issuance under our stock incentive plan or purchase plans, outstanding warrants, or outstanding convertible senior notes) without any action or approval by our stockholders. Additional equity offerings may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock, or both. Shares of our preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their shareholdings in us.

Actions of activist stockholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business, results of operations, cash flow, and the market price of our common stock.

We value constructive input from our stockholders and engage in dialogue with our stockholders regarding our governance practices, strategy, and performance. However, activist stockholders may disagree with the composition of our Board of Directors or management, our strategy, or capital allocation decisions and may seek to effect change through various strategies that range from private engagement to public campaigns, proxy contests, efforts to force proposals, or transactions not supported by our Board of Directors and litigation. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our Board of Directors, management, and our associates and interfere with our ability to pursue our strategy and to attract and retain qualified Board and executive leadership. The perceived uncertainty as to our future direction that may result from actions of activist stockholders may also negatively impact our ability to attract and retain residents at our communities. We cannot provide assurance that constructive engagement with our stockholders will be successful. Any such stockholder activism may have an adverse effect on our business, results of operations, cash flow, and the market price of our common stock.


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Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

Communities

As of December 31, 2021, we operated and managed 679 communities across 41 states, with the capacity to serve over 60,000 residents. As of December 31, 2021, we owned 347 communities, leased 299 communities, managed 33 communities on behalf of others. As of December 31, 2021, 83% of our owned communities are subject to non-recourse mortgage debt. The following table sets forth certain information regarding our owned, leased, and managed communities as of December 31, 2021, or, for occupancy, represents the weighted average occupancy for December 2021.

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Number of Communities
StateUnitsOwnedLeasedManagedTotal
Texas8,018 56 19 11 86 
Florida6,083 43 29 — 72 
California5,661 26 19 48 
North Carolina3,401 50 — 57 
Colorado3,380 13 11 29 
Ohio2,895 15 14 35 
Washington2,833 15 18 — 33 
Illinois2,816 13 
Arizona2,051 17 — 26 
Oregon1,805 12 11 — 23 
Michigan1,678 22 — 31 
Tennessee1,506 16 23 
New York1,498 10 21 
Kansas1,116 10 — 18 
New Jersey1,024 — 12 
Virginia964 — 10 
Massachusetts899 — 
Pennsylvania766 — 10 
Alabama732 — — 
Oklahoma687 15 — 18 
Georgia656 — — 
Connecticut636 
South Carolina611 11 
Idaho548 — 
Minnesota538 — 12 — 12 
Louisiana486 — — 
Wisconsin485 — 12 
Missouri479 — 
New Mexico426 — 
Rhode Island397 — — 
Mississippi386 — — 
Indiana373 — 
Maryland359 — 
Arkansas332 — — 
Nevada256 — — 
Kentucky163 — — 
Delaware105 — — 
Vermont101 — — 
West Virginia93 — — 
New Hampshire90 — — 
Montana76 — — 
Total57,409 347 299 33 679 
December 2021 occupancy rate (weighted average)72.8 %74.8 %71.6 %73.4 %



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Corporate Offices

Our main corporate offices are leased, including our 98,656 square foot headquarters in Brentwood, Tennessee and our 156,016 square foot office in Milwaukee, Wisconsin.

Item 3.    Legal Proceedings

The information contained in Note 13 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" is incorporated herein by reference.

Item 4.    Mine Safety Disclosures

Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol "BKD." As of February 11, 2022, there were approximately 350 holders of record of our common stock.

Dividend Policy

On December 30, 2008, our Board of Directors voted to suspend our quarterly cash dividend indefinitely. We may determine to pay a regular quarterly dividend to the holders of our common stock in the future, but in the near term, we anticipate deploying capital to, among other uses, fund: planned capital expenditures; any development, investment, acquisition, or potential lease restructuring opportunities that we identify; investments to support our strategy; or reductions to our debt and lease leverage.

Our ability to pay and maintain cash dividends in the future will be based on many factors, including then-existing contractual restrictions or limitations, our ability to execute our strategy, our ability to negotiate favorable lease and other contractual terms, anticipated operating expense levels, our capital expenditure plans, the level of demand for our units, occupancy rates, the rates we charge, and our liquidity position. Some of the factors are beyond our control and a change in any such factor could affect our ability to pay or maintain dividends. We can give no assurance as to our ability to pay or maintain dividends in the future. As we have done in the past, we may also pay dividends in the future that exceed our net income for the relevant period as calculated in accordance with GAAP.

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Share Price Performance Graph

The following graph compares the five-year cumulative total return for Brookdale common stock with the comparable cumulative return of the Russell 3000 and S&P Health Care Indices.

The graph assumes that a person invested $100 in Brookdale stock and each of the indices on December 31, 2016 and that dividends are reinvested. The comparisons in this graph are not intended to forecast or be indicative of possible future performance of Brookdale shares or such indices.

bkd-20211231_g1.jpg


 12/1612/1712/1812/1912/2012/21
Brookdale Senior Living Inc.$100.00 $78.10 $53.95 $58.53 $35.67 $41.55 
Russell 3000100.00 121.13 114.78 150.39 181.80 228.45 
S&P Health Care100.00 122.08 129.97 157.04 178.15 224.70 

The performance graph and related information shall not be deemed to be filed as part of this Annual Report on Form 10-K and do not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate them by reference into such filing.

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Recent Sales of Unregistered Securities

On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –– Liquidity and Capital Resources –– Convertible Senior Notes" for more information about the Notes, including their conversion terms. The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been, and are not required to be, registered under the Securities Act or any state securities laws. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believed are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table contains information regarding purchases of our common stock made during the three months ended December 31, 2021 by or on behalf of us or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act.
Period
Total
Number of
Shares
Purchased (1)
Average
Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs (in thousands) (2)
10/1/2021 - 10/31/2021— $— — $44,026 
11/1/2021 - 11/30/202127,635 $6.76 — $44,026 
12/1/2021 - 12/31/2021— $— — $44,026 
Total27,635 $6.76 — 

(1)Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock and restricted stock units. 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 and restricted stock units or, if such date is not a trading day, the trading day immediately prior to such vesting date.
(2)On November 1, 2016, we announced that our Board of Directors had approved a share repurchase program that authorizes us to purchase up to $100.0 million in the aggregate of our 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 us to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at our discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of December 31, 2021, $44.0 million remained available under the repurchase program.

Item 6.    (Reserved)

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis should be read in conjunction with our historical consolidated financial statements and related notes contained in "Item 8. Financial Statements and Supplementary Data." In addition to historical information, this discussion and analysis may contain forward-looking statements that involve risks, uncertainties, and assumptions, which could cause actual results to differ materially from management's expectations. See additional risks and uncertainties described in "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" for more information. Factors that could cause such differences include those described in this section and "Item 1A. Risk Factors" of this Annual Report on Form 10-K.

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Executive Overview and Recent Developments

Our Business

We are the nation's premier operator of senior living communities, operating and managing 679 communities in 41 states as of December 31, 2021, with the ability to serve more than 60,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and CCRCs.

Our senior living communities and our comprehensive network help to provide seniors with care and services in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, and stay connected with friends and loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to residents' families who are concerned with care decisions for their elderly relatives.

Strategy

Our goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. Brookdale continues to be driven by its mission—to enrich the lives of those we serve with compassion, respect, excellence, and integrity. During this pandemic recovery phase, we have continued to focus on the health and wellbeing of our residents and associates and "Winning the Recovery, Faster" by providing high quality care and personalized service. We believe successful execution on this strategy provides the best opportunity to create attractive long-term stockholder value. During this recovery phase, we are focused on priorities that will position us for growth and take advantage of positive trends in demographics, customer preferences, and lower new supply in the industry. Our key strategic priorities are as follows.

Attract, engage, develop, and retain the best associates. Brookdale’s culture is based on servant leadership. We believe engaged associates lead to an enhanced resident experience, higher retention, and ultimately improved operations that drives accelerated growth. Through this strategic priority, we intend to diversify and optimize our recruiting plans and enhance our already compelling value proposition for our associates in the areas of compensation, leadership, career growth, and meaningful work.

Get every available room in service at the best profitable rate. We believe that we provide highly valuable services to seniors, and we continue to strive to expand the number of seniors we serve through increasing our occupancy levels, while remaining focused on driving rate and improving margin. With this strategic priority, we intend to ensure all communities are appropriately priced within their market. Through our targeted sales and marketing efforts, we plan to drive increased move-ins through enhanced outreach with impactful points of differentiation based on quality, a portfolio of choices, and personalized service delivered by caring and engaged associates.

Earn resident and family trust and satisfaction by providing valued high quality care and personalized service. We believe that earning the trust of our residents and their families will allow us to build relationships that create passionate advocates and generate referrals. We intend to create a consistent high quality experience for residents, including through the implementation and execution of our high quality clinical, operational, and resident engagement programs. We are a learning organization that uses multiple tools to obtain feedback from residents, their families, and our associates to improve our services to meet the changing needs of residents.

The above three priorities are intended to provide long-term returns to our stockholders by focusing on growing RevPAR, Adjusted EBITDA, and cash flow.

Strategic innovation also continues to be an important factor for our long-term growth. We are piloting programs in several areas and, in the future, plan to roll out initiatives to further accelerate our growth. We plan to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, where opportunities arise, pursue development, investment, and acquisition opportunities.

Enhance Healthcare and Wellness. Our vision is to enable those we serve to live well by offering our residents a high-quality healthcare and wellness platform. We believe Brookdale is uniquely positioned to be a key participant and partner in the value-based healthcare ecosystem. Our initiatives include piloting redesigned delivery of clinical care within assisted living communities and embedding technology-enabled care management capabilities, in order to better align our communities with payors, providers, and healthcare systems. We are also piloting the expansion of our private duty
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services business to serve those living outside of our communities. We believe the successful execution of these initiatives will improve resident health and wellbeing and drive incremental revenue by increasing move-ins and extending residents' average length of stay resulting in increased occupancy.

Drive Innovation and Leverage 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' engagement and 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 collaborate with third parties.

Grow and Improve Our Senior Living Portfolio. As we emerge from the pandemic, we intend to (i) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (ii) execute an ongoing capital recycling program through acquiring leased communities and exiting non-strategic or underperforming owned assets or leases when possible, and (iii) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities. We will also 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.

We believe that our successful execution on these strategic priorities and our longer-term growth plans will allow us to achieve our goal to be the first choice in senior living by being the nation’s most trusted and effective senior living provider and employer.

COVID-19 Pandemic Update

The COVID-19 pandemic significantly disrupted the senior living industry and our business beginning in March 2020. We expect the impact of this disruption to continue into 2023. The health and wellbeing of our residents and associates has been and continues to be our highest priority. Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. By staying up to date with COVID-19 vaccines, our residents can generally mitigate their risk of becoming severely ill from COVID-19 infection. Since COVID-19 vaccines received emergency use authorization, we have worked diligently to ensure our residents have access to vaccines, including completing at least three initial vaccine clinics and at least one booster vaccine clinic for all of our communities. As of January 31, 2022, our resident vaccine acceptance rate was above 95%.

Community Response. Our COVID-19 response efforts center on infection prevention and control protocols, including following requirements and guidance of federal, state, and local governments and agencies, including the CDC and CMS. We have enhanced and reinforced training our associates in such protocols and continue to actively monitor government requirements and guidance and adapt our policies, procedures, and response efforts when applicable. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction.

We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins.

During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.

Vaccine Update. In December 2020, the FDA authorized COVID-19 vaccines for emergency use, and we initiated our first vaccine clinic a week after such authorization. By April 9, 2021, we facilitated at least three rounds of COVID-19 vaccine clinics at all of our communities through the Pharmacy Partnership for Long-Term Care Program offered through the CDC. As of January 31, 2022, our resident vaccine acceptance rate was above 95%. By November 2021, the CDC recommended that all adults receive a vaccine booster dose. We have completed at least one booster vaccine clinic for all of our communities. In the second half of 2021, we adopted a policy requiring our associates to be vaccinated against COVID-19, subject to certain exceptions necessary to comply with applicable federal, state, and local laws.
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Rebuilding Occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the COVID-19 Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. According to data from NIC, senior housing occupancy increased 220 basis points from the first quarter to the fourth quarter of 2021 for stabilized portfolios. Our weighted average consolidated senior housing occupancy increased 390 basis points during such period. The table below sets forth our consolidated occupancy trend during the pandemic.

Q1
2020
Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Weighted average83.2 %78.7 %75.3 %72.7 %69.6 %70.5 %72.5 %73.5 %
Quarter end82.2 %77.8 %75.0 %71.5 %70.6 %72.6 %74.2 %74.5 %

Jan
2021
Feb
2021
Mar
2021
Apr
2021
May
2021
Jun
2021
Jul
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Weighted average70.0 %69.4 %69.4 %69.9 %70.5 %71.2 %72.0 %72.5 %73.0 %73.3 %73.5 %73.6 %73.4 %
Month end70.4 %70.1 %70.6 %71.1 %71.6 %72.6 %73.3 %73.7 %74.2 %74.5 %74.3 %74.5 %74.2 %

We began to experience our typical seasonality pattern in January 2022. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels.

Revenue and Expense Impacts. In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. Estimated lost resident fee revenue for 2021 includes $328.0 million in our consolidated senior housing portfolio and $51.0 million in our former Health Care Services segment.

In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional PPE, medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.

Financial Relief. The CARES Act, signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.

During the years ended December 31, 2021 and 2020, we accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Provider Relief Fund administered by HHS, under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, we applied for the Phase 4 general distribution from the Provider Relief Fund. We expect to receive the Phase 4 general distribution during the first half of 2022. We intend to pursue any additional funding that may become available. There can be no assurance that we will qualify for, or receive, such future grants in the amount we expect, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which we qualify.

During the year ended December 31, 2020, we received $87.5 million under the Accelerated and Advance Payment Program administered by CMS, $75.2 million of which related to our former Health Care Services segment and $12.3 million of which related to our CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the advanced payments
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were recouped. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $63.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. As of December 31, 2021, the outstanding balance of advanced payments related to our CCRCs segment was $3.1 million, for which we expect recoupment during 2022.

During the year ended December 31, 2020, we deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $9.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021, we paid $31.6 million of the retained deferred amount and the remaining deferred amount of $31.6 million is due December 31, 2022.

We were eligible to claim the employee retention credit for certain of our associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, we recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income, for which we have received $3.4 million in cash as of December 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, credits in the amount or on the timing we expect.

In addition to the grants described above, during the years ended December 31, 2021 and 2020, we received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources.

We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

Community Labor

We continue to experience pressures associated with the intensely competitive labor environment, which during 2021 included increased associate turnover, difficulty in timely filling open positions, and increasing wages. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive. We seek to ensure that our communities are staffed with full and part-time associates and our use of more expensive contract labor and overtime has increased to cover open positions. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in increases in the cost of contract labor. Our labor expense in our same community portfolio increased 2.6% in 2021 from 2020, and we expect that our same community labor expense will grow at a higher percentage in
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2022 compared to 2021 as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. As we fill more full and part-time positions, we expect to use less contract labor and overtime.

Resident Fee Rates

The rates charged at communities are highly dependent on local market conditions and the competitive environment in which the communities operate. Substantially all of our private pay senior housing residency agreements allow for adjustments in the monthly rate payable on 90 or fewer days’ notice which enables us to seek increases in monthly rates due to inflation or other factors. Increases for level of care changes or additional services are typically allowed immediately upon notice of the change. Generally, we have increased our monthly rates, including rates for care and other services, for private pay residents on an annual basis beginning January 1 each year. We have recently made the annual rate adjustment for our in-place private pay residents, which was higher than our typical annual rate adjustment. Such adjustment reflects our increased costs associated with additional efforts to serve and care for our residents during the pandemic, the current inflationary environment, and the intensely competitive labor environment. The rate adjustment could result in a decrease in occupancy in our communities, and any use of promotional or other discounting would offset a portion of such rate adjustments in our RevPAR and RevPOR results. In addition, the rate adjustment may not be sufficient to offset our increased costs.

Liquidity

During 2021, we received net cash proceeds of $347.6 million pursuant to the sale of 80% of our equity in our Health Care Services segment and the resulting HCS Venture's subsequent sale of certain agencies to LHC Group Inc. On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of our common stock. During the three months ended December 31, 2021, we repaid a $45.0 million note payable and $284.4 million of mortgage debt, including $143.0 million of mortgage debt on 11 communities for which we obtained $100.0 million of debt secured by non-recourse first mortgages. Such repayments represented substantially all of our remaining 2022 maturities.
As of December 31, 2021, our total liquidity was $536.8 million, consisting of $347.0 million of unrestricted cash and cash equivalents, $182.4 million of marketable securities, and $7.4 million of availability on our secured credit facility. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Transaction Activity

Sale of Health Care Services

On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to affiliates of HCA Healthcare for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Purchase Agreement dated February 24, 2021, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the HCS Sale. We received net cash proceeds of $312.6 million, including $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, we retained a 20% equity interest in the HCS Venture.

The results and financial position of the Health Care Services segment were deconsolidated from our consolidated financial statements as of July 1, 2021 and our 20% equity interest in the HCS Venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, we recognized a $100.0 million asset within investment in unconsolidated ventures on our consolidated balance sheet for the estimated fair value of our retained 20% noncontrolling interest in the HCS Venture. We recognized a $286.5 million gain on sale, net of transaction costs, within our consolidated statement of operations for the year ended December 31, 2021 for the HCS Sale. Refer to Note 21 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for selected financial data for the Health Care Services segment through June 30, 2021.
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On November 1, 2021, the HCS Venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare to LHC Group Inc. Upon the completion of the sale, we received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which decreased our investment in unconsolidated ventures. We continue to own a 20% equity interest in the remaining HCS Venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.

Community Transactions

During 2021, we continued execution on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases. Such activities during 2021 included the sale of three owned communities and the termination of triple-net lease obligations on two communities. Additionally, we have reduced our management of communities on behalf of former unconsolidated ventures and third parties, representing a net reduction of 42 managed communities during the year.

During the year ended December 31, 2021, we completed the sale of three owned communities (249 units) for cash proceeds of $16.5 million, net of transaction costs. In addition to the conveyance of five communities to Ventas, Inc. ("Ventas") during the year ended December 31, 2020, described below, we completed the sale of two owned communities (375 units) for cash proceeds of $38.1 million, net of transaction costs.

During the year ended December 31, 2022, we expect to close on the disposition of two owned unencumbered communities (130 units) classified as held for sale as of December 31, 2021 and the termination of our lease obligations on two communities (194 units) for which we have provided notice of non-renewal. The closings of the various pending and expected transactions are subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.

Summaries of the foregoing transactions are below. See also Note 4 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for more information about the transactions.

Ventas Lease Restructuring

On July 26, 2020 (the "Effective Date"), we entered into definitive agreements with Ventas in connection with the restructuring of our lease arrangements with Ventas, including a Master Transaction Letter Agreement (the "Master Agreement"). Pursuant to the Master Agreement:

On the Effective Date the parties entered into the Amended and Restated Master Lease and Security Agreement (the "Master Lease") and Amended and Restated Guaranty (the "Guaranty"), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of April 26, 2018 and as amended from time to time. Pursuant to the Master Lease, we continue to lease 120 communities (10,174 units) for an aggregate initial annual minimum rent of approximately $100.0 million, which reflects a reduction of approximately $83 million of annual minimum rent in effect prior to the transaction. Effective on January 1 of each lease year, beginning January 1, 2022, the annual minimum rent is subject to a 3% escalator. The initial term of the Master Lease ends December 31, 2025, with two 10-year extension options available to us. The annual minimum rent for the initial lease year of any such renewal term will be the greater of the fair market rental of the communities or the increased annual minimum rent for such lease year applying the foregoing 3% escalator. The Master Lease removed the prior provision that would have automatically extended the initial term in the event of the consummation of a change of control transaction by us. The Master Lease requires us to spend (or escrow with Ventas) a minimum of $1,500 per unit on a community-level basis and $3,600 per unit on an aggregate basis of all communities, in each case per 24-month period ending December 31 during the lease term, commencing with the 24-month period ended December 31, 2021. In addition, Ventas agreed to fund costs associated with certain pre-approved capital expenditure projects in the aggregate amount of up to $37.8 million. Upon disbursement of such expenditures, the annual minimum rent under the Master Lease will increase by the amount of the disbursement multiplied by 50% of the sum of the then current 10-year treasury note rate and 4.5%. The transaction agreements with Ventas further provide that the Master Lease and certain other agreements between the parties will be cross-defaulted.

Our subsidiaries' obligations under the Master Lease are guaranteed at the parent level pursuant to the Guaranty. The Guaranty removed the prior requirements that we satisfy, at the parent level, financial covenants and that we maintain a security deposit with Ventas. The Guaranty also removed the prior right of Ventas to terminate the Master Lease on the basis of parent level financial covenants. Pursuant to the terms of the Guaranty, we may consummate a change of control transaction without the need for consent of Ventas so long as certain objective conditions are satisfied, including the post-transaction guarantor’s maintaining a minimum tangible net worth of at least $600.0 million, having minimum levels of
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operational experience and reputation in the senior living industry, and paying a change of control fee of $25.0 million to Ventas. The Guaranty removed the prior provisions that would have required that such post-transaction guarantor satisfy a maximum leverage ratio level, that we fund additional capital expenditures, and that we extend the term upon the occurrence of the change in control transaction. Under the terms of the Guaranty, commencing January 1, 2024 (and until such time (if any) as we exercise our lease term extension option with respect to the Master Lease), Ventas shall have the right to terminate the Master Lease (with respect to one or more communities), provided that the trailing twelve month coverage ratio of each such community is less than 0.9x and provided further that the removal and termination of any such communities does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such removal and termination.

On the Effective Date, we entered into a Second Amended and Restated Omnibus Agreement with Ventas, which provides that if a default occurs and is continuing under certain other material leases or under certain material financings and if the same continues beyond the permitted cure period or the applicable landlord or lender exercises any material remedies, Ventas shall have the right to transition all or a portion of the communities from the Master Lease to a management arrangement with us pursuant to a market management agreement (which is terminable by either party). Notwithstanding the foregoing, Ventas may only transition one or more communities from the Master Lease to a management arrangement if such transition does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such transition.

On the Effective Date, we conveyed five owned communities (471 units) to Ventas in full release and satisfaction of $78.4 million principal amount of indebtedness secured by the communities. Upon closing, the parties entered into new terminable, market rate management agreements pursuant to which we manage the communities. We also paid to Ventas $115.0 million in cash, released all security deposits to Ventas under the former guaranty (which included the release of a $42.4 million deposit held by Ventas and the payment of $4.2 million in cash as settlement of the amount of letters of credit), and issued a $45.0 million unsecured interest-only promissory note to Ventas. The initial interest rate of the promissory note was 9.0% per annum and was subject to increase by 0.50% on each anniversary of the date of issuance. The promissory note was scheduled to mature on the earlier of December 31, 2025 or the occurrence of a change of control transaction (as defined in the Guaranty). In October 2021, we repaid the $45.0 million promissory note without premium or penalty.

On the Effective Date, we issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of our common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas’ option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all our classes of capital stock or of the total value of shares of all our classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), we would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require us to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Pursuant to the terms of the agreement, we filed a shelf registration statement with the SEC with respect to the shares of common stock underlying the Warrant, which was declared effective on August 17, 2020. Ventas is entitled to customary underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.

Healthpeak CCRC Venture and Master Lease Transactions

On October 1, 2019, we entered into definitive agreements, including a Master Transactions and Cooperation Agreement (the "MTCA") and an Equity Interest Purchase Agreement (the "Purchase Agreement"), providing for a multi-part transaction with Healthpeak Properties, Inc. ("Healthpeak"). The parties subsequently amended the agreements to include one additional entry fee CCRC community as part of the sale of our interest in our unconsolidated entry fee CCRC venture with Healthpeak (the "CCRC Venture") (rather than removing the community from the CCRC Venture for joint marketing and sale). The components of the multi-part transaction included:

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 $289.2
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million, net of a $5.9 million post-closing net working capital adjustment paid to Healthpeak during the three months ended June 30, 2020 (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment). We recognized a $369.8 million gain on sale of assets for year ended December 31, 2020, and we derecognized the net equity method liability for the sale of the ownership interest in the CCRC Venture. At the closing, the parties terminated the existing management agreements on 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. We recognized $100.0 million of management fee revenue for the three months ended March 31, 2020 for the management termination fee. The sale of our interest in the CCRC Venture and the $100.0 million of management termination fees generated approximately $579.0 million of taxable income in three months ended March 31, 2020. We utilized operating losses and tax loss carryforwards to offset the federal taxable gain on this transaction. Prior to the January 31, 2020 closing, the parties moved the remaining 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.

Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated our existing master lease pursuant to which we continued to lease 25 communities (2,711 units) from Healthpeak, and we acquired 18 formerly leased 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. In addition, Healthpeak agreed to terminate the lease for one leased community (159 units), which occurred during December 2020. With respect to the continuing 24 communities (2,552 units), our 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 $41.7 million and is subject to an escalator of 2.4% per annum on April 1st of each year; and (iii) Healthpeak agreed to make available up to $35.0 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0%. As a result of the community acquisition transaction, we recognized a $19.7 million gain on debt extinguishment during the year ended December 31, 2020 and derecognized the $105.1 million carrying amount of financing lease obligations for eight communities which were previously subject to sale-leaseback transactions in which we were deemed to have continuing involvement. During March 2020, we obtained $30.0 million of additional non-recourse mortgage financing on the acquired communities.

During the year ended December 31, 2021, the new unconsolidated entry fee CCRC venture completed the sale of the two remaining entry fee CCRCs for cash proceeds of $14.0 million, net of associated mortgage debt repayments and transaction costs. Subsequent to the sale transaction, the new unconsolidated entry fee CCRC venture has no continuing operations. During the year ended December 31, 2021, we received $8.3 million of cash distributions from the new unconsolidated entry fee CCRC venture and recognized $13.6 million of equity in earnings of unconsolidated ventures for our proportionate share of the net income of the new unconsolidated entry fee CCRC venture, which was primarily comprised of a gain on sale of assets for the sale of the two remaining entry fee CCRCs. Subsequent to these transactions, we have exited substantially all of our entry fee CCRC operations.

Additional Acquisitions Pursuant to Purchase Option

On January 22, 2020, we acquired eight formerly leased communities (336 units) from National Health Investors, Inc. pursuant to our exercise of a purchase option for a purchase price of $39.3 million. We funded the community acquisitions with cash on hand. During the three months ended March 31, 2020, we obtained $29.2 million of non-recourse mortgage financing, primarily secured by the acquired communities. On August 31, 2020, we acquired one formerly leased community (103 units) pursuant to our exercise of a purchase option for a purchase price of $25.0 million and funded the acquisition with cash on hand and non-recourse mortgage financing secured by the acquired community.
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Revenue and Operating Expense Impacts of Transaction Activity

The table below sets forth our resident fee revenue and facility operating expense attributable to our former Health Care Services segment and communities disposed since January 1, 2019.
Years Ended December 31,
(in thousands)202120202019
Resident fee revenue attributable to Health Care Services and disposed
   communities
$186,080 $420,118 $581,554 
Facility operating expense attributable to Health Care Services and
  disposed communities
184,275 440,867 546,597 

Results of Operations

As of December 31, 2021, our total operations included 679 communities with a capacity to serve over 60,000 residents. As of that date, we owned 347 communities (31,636 units), leased 299 communities (20,949 units), and managed 33 communities (4,824 units). The following discussion should be read in conjunction with our consolidated financial statements and the related notes, which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. The results of operations for any particular period are not necessarily indicative of results for any future period. Transactions completed during the period of January 1, 2020 to December 31, 2021 affect the comparability of our results of operations, and summaries of such transactions and their impact on our results of operations are discussed above in "Transaction Activity."

We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.

Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects. As presented herein, same community results include the direct costs incurred to respond to the COVID-19 pandemic.

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 revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside of our communities, and entrance fee amortization), 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. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.

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 revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside of our communities, and entrance fee amortization), 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. We measure RevPOR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average
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amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.

Weighted average occupancy rate reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our senior housing revenue performance.

This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.

As of December 31, 2021, we had three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. These segments were determined based on the way that our chief operating decision maker organizes our business activities for making operating decisions, assessing performance, developing strategy, and allocating capital resources. On July 1, 2021, we sold 80% of our equity in our Health Care Services segment. For periods beginning July 1, 2021, the results and financial position of our Health Care Services segment were deconsolidated from our consolidated financial statements and our 20% equity interest in the Health Care Services venture is accounted for under the equity method of accounting.

As of December 31, 2021, our Management Services operating segment is no longer identified as a reportable segment as a result of the reduction in the number of communities we manage, which has reduced the operating segment's revenue, operating income, and assets below the reporting threshold.

Discussion of our financial condition and results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020 is presented below. Discussion of our financial condition and results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

Comparison of Years Ended December 31, 2021 and 2020

Summary Operating Results

The following table summarizes our overall operating results for the years ended December 31, 2021 and 2020.
Years Ended
December 31,
Increase (Decrease)
(in thousands)20212020AmountPercent
Total resident fees and management fees revenue$2,564,446 $3,023,257 $(458,811)(15.2)%
Other operating income12,368 115,749 (103,381)(89.3)%
Facility operating expense2,075,863 2,341,859 (265,996)(11.4)%
Net income (loss)(99,364)81,945 (181,309)NM
Adjusted EBITDA138,476 264,387 (125,911)(47.6)%

The decrease in total resident fees and management fees revenue was primarily attributable to a $348.7 million decrease in resident fees, including a 5.0% decrease in same community RevPAR, comprised of a 620 basis point decrease in same community weighted average occupancy and a 3.2% increase in same community RevPOR. In addition, the deconsolidation of results of the Health Care Services segment effective July 1, 2021 resulted in a decrease of $181.8 million of resident fees compared to prior year. The disposition of 17 communities through sales and conveyances of owned communities and lease terminations since the beginning of the prior year resulted in $41.4 million less in resident fees during the year ended December 31, 2021 compared to the prior year. Management fee revenue decreased $110.1 million primarily due to $100.0 million of management fee revenue recognized during the prior year for the management termination fee payment from Healthpeak and transition of management agreements on 67 net communities subsequent to the beginning of the prior year.

During the years ended December 31, 2021 and 2020, we recognized $12.4 million and $115.7 million, respectively, of government grants and employee retention credits as other operating income based on our estimates of our satisfaction of the conditions of the grants and credits during the period.
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The decrease in facility operating expense was primarily attributable to a $216.4 million decrease in facility operating expenses for the Health Care Services segment, primarily due to deconsolidation of results of the segment effective July 1, 2021, which resulted in a $186.4 million decrease in facility operating expenses. Additionally, the disposition of communities since the beginning of the prior year resulted in $40.2 million less in facility operating expense during the year ended December 31, 2021 compared to the prior year. Same community facility operating expense decreased 0.6% which was primarily due to a $52.9 million decrease in non-labor incremental direct costs to respond to the COVID-19 pandemic. The decrease in same community facility operating expense was partially offset by a $30.2 million, or 2.6%, increase in our same community labor expense primarily resulting from an increase in the use of contract labor and overtime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and workers compensation expense due to lower claims. For the year ended December 31, 2022, we expect our same community labor expense will grow at a higher percentage as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. Facility operating expense for the years ended December 31, 2021 and 2020 includes $47.7 million and $125.5 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

The change in net income (loss) was primarily attributable to the net impact of the revenue, other operating income, and facility operating expense factors previously discussed, as well as an $85.7 million decrease in net gain on sale of assets, primarily due to a $369.8 million gain on sale of assets recognized for the sale of our ownership interest in the CCRC Venture during the prior year compared to the $286.5 million gain related to the sale of 80% of our equity in our Health Care Services segment in the current year. These decreases were partially offset by decreases in non-cash asset impairment expense, facility operating lease expense, general and administrative expense, and depreciation and amortization expense compared to the prior year period.

The decrease in Adjusted EBITDA was primarily attributable to the revenue, other operating income, and facility operating expense factors previously discussed, partially offset by a $162.7 million decrease in cash facility operating lease payments, primarily reflecting reduced cash lease payments as a result of the lease restructuring transaction with Ventas on July 26, 2020, and a decrease in general and administrative expense as a result of the HCS Sale.

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Operating Results - Senior Housing Segments

The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the years ended December 31, 2021 and 2020 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)Years Ended
December 31,
Increase (Decrease)
20212020AmountPercent
Resident fees$2,369,684 $2,525,757 $(156,073)(6.2)%
Other operating income$9,263 $92,862 $(83,599)(90.0)%
Facility operating expense$1,904,410 $1,954,025 $(49,615)(2.5)%
Number of communities (period end)646 651 (5)(0.8)%
Number of units (period end)52,585 52,982 (397)(0.7)%
Total average units52,840 53,687 (847)(1.6)%
RevPAR$3,734 $3,917 $(183)(4.7)%
Occupancy rate (weighted average)71.5 %77.5 %(600) bpsn/a
RevPOR$5,221 $5,054 $167 3.3 %
Same Community Operating Results and Data
Resident fees$2,224,458 $2,342,245 $(117,787)(5.0)%
Other operating income$8,324 $83,446 $(75,122)(90.0)%
Facility operating expense$1,778,352 $1,789,615 $(11,263)(0.6)%
Number of communities632 632 — — 
Total average units49,655 49,652 — 
RevPAR$3,733 $3,931 $(198)(5.0)%
Occupancy rate (weighted average)71.5 %77.7 %(620) bpsn/a
RevPOR$5,221 $5,061 $160 3.2 %

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Independent Living Segment

The following table summarizes the operating results and data for our Independent Living segment for the years ended December 31, 2021 and 2020, including operating results and data on a same community basis.
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)Years Ended
December 31,
Increase (Decrease)
20212020AmountPercent
Resident fees$475,538 $512,598 $(37,060)(7.2)%
Other operating income$1,512 $11,823 $(10,311)(87.2)%
Facility operating expense$330,942 $341,608 $(10,666)(3.1)%
Number of communities (period end)68 68 — — 
Number of units (period end)12,567 12,534 33 0.3 %
Total average units12,556 12,533 23 0.2 %
RevPAR$3,156 $3,408 $(252)(7.4)%
Occupancy rate (weighted average)74.2 %81.8 %(760) bpsn/a
RevPOR$4,252 $4,165 $87 2.1 %
Same Community Operating Results and Data
Resident fees$461,962 $499,576 $(37,614)(7.5)%
Other operating income$1,474 $11,536 $(10,062)(87.2)%
Facility operating expense$320,700 $331,360 $(10,660)(3.2)%
Number of communities66 66 — — 
Total average units12,164 12,157 0.1 %
RevPAR$3,165 $3,425 $(260)(7.6)%
Occupancy rate (weighted average)74.3 %81.8 %(750) bpsn/a
RevPOR$4,262 $4,187 $75 1.8 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 750 basis point decrease in same community weighted average occupancy and a 1.8% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the loss of 1,340 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by a 190 basis points increase in weighted average occupancy thereafter through December 2021. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases.

The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including a $10.1 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the year. These decreases in the segment's same community facility operating expense were partially offset by an increase in advertising costs as we scaled back advertising during the prior year as a result of the initial year of the pandemic. The segment's facility operating expense for the years ended December 31, 2021 and 2020 includes $5.9 million and $16.1 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.


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Assisted Living and Memory Care Segment

The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the years ended December 31, 2021 and 2020, including operating results and data on a same community basis.
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)Years Ended
December 31,
Increase (Decrease)
20212020AmountPercent
Resident fees$1,589,721 $1,691,276 $(101,555)(6.0)%
Other operating income$5,963 $62,585 $(56,622)(90.5)%
Facility operating expense$1,301,364 $1,325,260 $(23,896)(1.8)%
Number of communities (period end)559 563 (4)(0.7)%
Number of units (period end)34,816 35,126 (310)(0.9)%
Total average units34,977 35,530 (553)(1.6)%
RevPAR$3,787 $3,967 $(180)(4.5)%
Occupancy rate (weighted average)70.7 %76.5 %(580) bpsn/a
RevPOR$5,357 $5,184 $173 3.3 %
Same Community Operating Results and Data
Resident fees$1,561,748 $1,646,054 $(84,306)(5.1)%
Other operating income$5,771 $61,145 $(55,374)(90.6)%
Facility operating expense$1,277,679 $1,284,251 $(6,572)(0.5)%
Number of communities553 553 — — 
Total average units34,306 34,310 (4)— 
RevPAR$3,794 $3,998 $(204)(5.1)%
Occupancy rate (weighted average)70.6 %76.5 %(590) bpsn/a
RevPOR$5,374 $5,224 $150 2.9 %

The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 590 basis point decrease in same community weighted average occupancy and a 2.9% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the loss of 1,360 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by a 510 basis points increase in weighted average occupancy thereafter through December 2021. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases. Additionally, the disposition of 14 communities (1,120 units) since the beginning of the prior year resulted in $18.7 million less in resident fees during the year ended December 31, 2021 compared to the prior year.

The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year, which resulted in $17.6 million less in facility operating expense during the year ended December 31, 2021 compared to the prior year, and a decrease in the segment's same community facility operating expense. The decrease in the segment's same community facility operating expense was primarily attributable to a $41.2 million decrease in non-labor incremental direct costs to respond to the COVID-19 pandemic. The decrease in the segment's same community facility operating expense was partially offset by a $26.3 million, or 3.1%, increase in the segment's same community labor expense primarily resulting from an increase in the use of contract labor and overtime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and workers compensation expense due to lower claims. The segment's facility operating expense for the years ended December 31, 2021 and 2020 includes $32.3 million and $82.5 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

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CCRCs Segment

The following table summarizes the operating results and data for our CCRCs segment for the years ended December 31, 2021 and 2020, including operating results and data on a same community basis.
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)Years Ended
December 31,
Increase (Decrease)
20212020AmountPercent
Resident fees$304,425 $321,883 $(17,458)(5.4)%
Other operating income$1,788 $18,454 $(16,666)(90.3)%
Facility operating expense$272,104 $287,157 $(15,053)(5.2)%
Number of communities (period end)19 20 (1)(5.0)%
Number of units (period end)5,202 5,322 (120)(2.3)%
Total average units5,307 5,624 (317)(5.6)%
RevPAR$4,753 $4,738 $15 0.3 %
Occupancy rate (weighted average)70.6 %74.2 %(360) bpsn/a
RevPOR$6,733 $6,389 $344 5.4 %
Same Community Operating Results and Data
Resident fees$200,748 $196,615 $4,133 2.1 %
Other operating income$1,079 $10,765 $(9,686)(90.0)%
Facility operating expense$179,973 $174,004 $5,969 3.4 %
Number of communities13 13 — — 
Total average units3,185 3,185 — — 
RevPAR$5,252 $5,144 $108 2.1 %
Occupancy rate (weighted average)70.9 %74.3 %(340) bpsn/a
RevPOR$7,410 $6,923 $487 7.0 %

The decrease in the segment's resident fees was primarily attributable to the disposition of three communities (576 units) since the beginning of the prior year, which resulted in $22.7 million less in resident fees during the year ended December 31, 2021 compared to the prior year. The decrease in the segment's resident fees was partially offset by an increase in the segment's same community RevPAR, comprised of a 7.0% increase in same community RevPOR and a 340 basis point decrease in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of an occupancy mix shift from less independent living services to more skilled nursing services within the segment and in-place rent increases. The decrease in the segment's same community weighted average occupancy primarily reflects the loss of 1,440 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by a 640 basis points increase in weighted average occupancy thereafter through December 2021.

The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year, which resulted in $22.6 million less in facility operating expense during the year ended December 31, 2021 compared to the prior year period, partially offset by an increase in the segment's same community facility operating expense. The increase in the segment's same community facility operating expense was primarily attributable to a $6.9 million, or 5.9%, increase in the segment's same community labor expense primarily resulting from an increase in the use of contract labor and overtime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and workers compensation expense due to lower claims. The segment's facility operating expense for the years ended December 31, 2021 and 2020 includes $7.4 million and $18.8 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

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Operating Results - Other Income and Expense Items

The following table summarizes other income and expense items in our operating results for the years ended December 31, 2021 and 2020.
(in thousands)Years Ended
December 31,
Increase (Decrease)
20212020AmountPercent
Management fees$20,598 $130,690 $(110,092)(84.2)%
Reimbursed costs incurred on behalf of managed communities181,445 401,189 (219,744)(54.8)%
Costs incurred on behalf of managed communities181,445 401,189 (219,744)(54.8)%
General and administrative expense184,916 206,575 (21,659)(10.5)%
Facility operating lease expense174,358 224,033 (49,675)(22.2)%
Depreciation and amortization337,613 359,226 (21,613)(6.0)%
Asset impairment23,003 107,308 (84,305)(78.6)%
Loss (gain) on facility operating lease termination, net(2,003)(2,303)300 13.0 %
Interest income1,349 4,799 (3,450)(71.9)%
Interest expense195,140 208,779 (13,639)(6.5)%
Gain (loss) on debt modification and extinguishment, net
(1,932)10,896 (12,828)NM
Equity in earnings (loss) of unconsolidated ventures10,394 (2,107)12,501 NM
Gain (loss) on sale of assets, net288,835 374,532 (85,697)(22.9)%
Other non-operating income (loss)5,903 5,648 255 4.5 %
Benefit (provision) for income taxes8,163 (5,352)13,515 NM

Management Fees. The decrease in management fees was primarily attributable to $100.0 million of management agreement termination fees recognized for the year ended December 31, 2020 for the management agreement termination fee received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture. As of December 31, 2021, we have completed the transition of management arrangements on 67 net communities since the beginning of the prior year, generally for management arrangements on certain former unconsolidated ventures in which we sold our interest and interim management arrangements on formerly leased communities. Management fees of $20.6 million for the year ended December 31, 2021 include $5.2 million of management agreement termination fees and $2.7 million of other management fees attributable to communities for which our management agreements were terminated during such period.

Reimbursed Costs Incurred on Behalf of Managed Communities and Costs Incurred on Behalf of Managed Communities. The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year.

General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to decreases in transaction and organizational restructuring costs, compensation costs as a result of reductions in our corporate headcount related to the sale of 80% of our equity in our Health Care Services segment and as we scaled our general and administrative costs in connection with community dispositions, and non-cash stock-based compensation expense. These decreases were partially offset by an increase in incentive compensation costs. General and administrative expense includes transaction and organizational restructuring costs of $3.8 million and $13.4 million for the years ended December 31, 2021 and 2020, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. General and administrative expense of $184.9 million for the year ended December 31, 2021 includes direct general and administrative expense attributable to the Health Care Services segment, which was deconsolidated on July 1, 2021.

Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily due to the Ventas lease portfolio restructuring during the prior year and lease termination activity since the beginning of the prior year.

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Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily due to disposition activity since the beginning of the prior year and leasehold improvements for certain leased communities becoming fully depreciated since the beginning of the prior year.

Asset Impairment. During the current year, we recorded $23.0 million of non-cash impairment charges, primarily for right-of-use assets for certain leased communities with decreased future cash flow estimates as a result of the COVID-19 pandemic and for natural disaster related property damage sustained at certain communities during the year. During the prior year, we recorded $107.3 million of non-cash impairment charges, primarily for right-of-use assets for certain leased communities with decreased future cash flow estimates as a result of the COVID-19 pandemic.

Interest Expense. The decrease in interest expense was primarily due to a decrease in interest expense on long-term debt, reflecting the impact of lower interest rates, and the acquisition of communities previously subject to financing leases since the beginning of the prior year.

Gain (Loss) on Debt Modification and Extinguishment, Net. The decrease in gain (loss) on debt modification and extinguishment, net was primarily due to a $19.7 million gain on debt extinguishment recognized during the year ended December 31, 2020 for the extinguishment of financing lease obligations for the acquisition from Healthpeak of eight communities which were previously subject to sale-leaseback transactions in which we were deemed to have continuing involvement. This gain was partially offset by $7.9 million of costs incurred during the three months ended September 30, 2020 for debt modifications and extinguishments.

Equity in Earnings (Loss) of Unconsolidated Ventures. The change in equity in earnings (loss) of unconsolidated ventures was primarily due to the gain on sale of assets recognized by our CCRC Venture for the sale of the two remaining entry fee CCRCs during the current year.

Gain (Loss) on Sale of Assets, Net. The decrease in gain on sale of assets, net was primarily due to a $369.8 million gain on sale of assets recognized for the sale of our ownership interest in the CCRC Venture during the prior year compared to the $286.5 million gain related to the HCS Sale in the current year.

Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the years ended December 31, 2021 and 2020 was primarily due to the tax impact of the multi-part transaction with Healthpeak that occurred in the three months ended March 31, 2020 and the HCS Sale in the three months ended September 30, 2021. The impact represented the tax expense recorded on the gain on the sale of our interest in the CCRC Venture and the HCS Sale, offset by a decrease in the valuation allowance that was a direct result of the multi-part transaction with Healthpeak and the HCS Sale.

We recorded an aggregate deferred federal, state, and local tax expense of $3.2 million for the year ended December 31, 2021, of which $104.3 million was recorded as the result of the HCS Sale that occurred on July 1, 2021, offset by a benefit of $101.1 million as a result of the operating loss for the year ended December 31, 2021. The tax expense was offset by a decrease in the valuation allowance of $13.0 million, resulting from the HCS Sale, current operating losses, and the anticipated reversal of future tax liabilities offset by future tax deductions.

We recorded an aggregate deferred federal, state, and local tax expense of $22.1 million for the year ended December 31, 2020. The expense includes $93.1 million as a result of the gain on the sale of our ownership interest in the CCRC Venture, offset by a benefit of $115.2 million as a result of the operating losses (exclusive of the CCRC Venture sale) for the year ended December 31, 2020. The tax expense for the year ended December 31, 2020 is offset by a reduction in valuation allowance of $27.9 million.

Liquidity and Capital Resources

This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.

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Liquidity

The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the consolidated statements of cash flows, and our Adjusted Free Cash Flow.
Years Ended December 31,Increase (Decrease)
(in thousands)20212020Amount
Net cash provided by (used in) operating activities$(94,634)$205,649 $(300,283)
Net cash provided by (used in) investing activities181,457 (425,111)606,568 
Net cash provided by (used in) financing activities(113,657)382,913 (496,570)
Net increase (decrease) in cash, cash equivalents, and restricted cash
(26,834)163,451 (190,285)
Cash, cash equivalents, and restricted cash at beginning of year465,148 301,697 163,451 
Cash, cash equivalents, and restricted cash at end of year$438,314 $465,148 $(26,834)
Adjusted Free Cash Flow$(286,694)$24,181 $(310,875)

The change in net cash provided by (used in) operating activities was attributable primarily to a decrease in same community revenue compared to the prior year, a $111.8 million decrease in government grants and credits received compared to the prior year, the $100.0 million management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture in the prior year, $87.5 million of cash received under the Medicare accelerated and advance payment program in the prior year, and the $104.3 million net impact of the $72.7 million of the employer portion of social security payroll taxes deferred during the prior year compared to $31.6 million paid in the current year for the prior year deferred amount. These changes were partially offset by a $162.7 million decrease in cash facility operating lease payments, including the impact of the $119.2 million one-time cash lease payment made to Ventas in connection with our lease restructuring transaction with Ventas effective July 26, 2020. Net cash used in operating activities of $94.6 million in the current year reflects the significant disruption on our business as a result of the COVID-19 pandemic and $52.4 million of repayments and recoupments in the current year as a result of the temporary liquidity relief under the CARES Act received in the prior year.

The change in net cash provided by (used in) investing activities was primarily attributable to $472.2 million of cash paid for the acquisition of communities during the prior year, a $78.0 million increase in proceeds from sales and maturities of marketable securities, a $37.1 million increase in distributions received from unconsolidated ventures, a $16.0 million decrease in purchases of marketable securities, and a $9.2 million decrease in cash paid for capital expenditures compared to the prior year. The change also includes an increase of $2.7 million in proceeds from sale of assets. During the current year, we received net cash proceeds of $312.5 million for the sale of 80% of our equity in our Health Care Services segment. During the prior year, we received $289.2 million of net proceeds for the sale of our interest in our unconsolidated entry fee CCRC venture with Healthpeak.

The change in net cash provided by (used in) financing activities was primarily attributable to a $610.1 million decrease in debt proceeds compared to the prior year, partially offset by a $97.3 million decrease in repayment of debt and financing lease obligations and an $18.1 million decrease in cash paid for share repurchases.

The change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by (used in) operating activities.

Our principal sources of liquidity have historically been from:

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 or refinancing of various assets;
funds raised in the debt or equity markets; and
proceeds from the disposition of assets.

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Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity. We also have received pandemic-related government relief, including cash grants and advanced Medicare payments, and we have elected to utilize pandemic-related payroll tax deferral program, each as described above.

Our liquidity requirements have historically arisen from:

working capital;
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;
debt, interest, and lease payments;
acquisition consideration, lease termination and restructuring costs, and transaction and integration costs;
capital expenditures and improvements, including the expansion, repositioning, redeveloping, and major renovation 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.

Over the near-term, we expect that our liquidity requirements will primarily arise from:

working capital;
operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs, including those related to the COVID-19 pandemic;
debt, interest, and lease payments;
payment of deferred payroll taxes under the CARES Act;
recoupment of payments received under the Accelerated and Advance Payment Program;
acquisition consideration;
transaction costs and investment in our healthcare and wellness initiatives;
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; and
other corporate initiatives (including information systems and other strategic projects).

We are highly leveraged and have significant debt and lease obligations. As of December 31, 2021, we had $3.8 billion of debt outstanding, at a weighted average interest rate of 3.4%. As of such date, 94.1%, or $3.6 billion, of our total debt obligations represented non-recourse property-level mortgage financings. As of December 31, 2021, our 2022 mortgage debt maturities are $30.0 million, excluding recurring monthly principal payments.

As of December 31, 2021, we had $1.4 billion of operating and financing lease obligations. For the year ending December 31, 2022, we will be required to make approximately $272.8 million of cash lease payments in connection with our existing operating and financing leases.

As of December 31, 2021, $72.6 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility. We also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of December 31, 2021, under which $13.6 million had been issued as of that date.

Total liquidity of $536.8 million as of December 31, 2021 included $347.0 million of unrestricted cash and cash equivalents (excluding restricted cash of $91.3 million), $182.4 million of marketable securities, and $7.4 million of availability on our secured credit facility. Total liquidity as of December 31, 2021 decreased $38.7 million from total liquidity of $575.5 million as of December 31, 2020. The decrease was primarily attributable to $355.9 million of payments of mortgage debt, negative $286.7 million of Adjusted Free Cash Flow, the repayment of a $45.0 million note payable, and $15.9 million paid for the capped call transactions. These decreases in liquidity were partially offset by net cash proceeds of $347.6 million pursuant to the sale of 80% of our equity in our Health Care Services segment and the resulting HCS Venture's subsequent sale of certain agencies to LHC Group Inc., $224.3 million of net proceeds at closing for our offering of $230.0 million principal amount of 2.00% convertible senior notes due 2026, and $100.0 million of proceeds from mortgage debt.

We currently estimate our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand, cash equivalents, and marketable securities will be sufficient to fund our liquidity needs for at least the next 12 months. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR,
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maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.

Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors." The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We have pre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures, or to pursue any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.

Capital Expenditures

Our capital expenditures are comprised of community-level, corporate, and development capital expenditures. Community-level capital expenditures include recurring expenditures (routine maintenance of communities over $1,500 per occurrence and for unit turnovers over $500 per unit) and community renovations, apartment upgrades, and other major building infrastructure projects. Corporate capital expenditures include those for information technology systems and equipment, the expansion of our support platform and, prior to July 1, 2021, healthcare services programs, and the remediation or replacement of assets as a result of casualty losses. Development capital expenditures include community expansions, major community redevelopment and repositioning projects, and the development of new communities.

With our development capital expenditures program, we intend to expand, renovate, redevelop, and reposition certain of our communities where economically advantageous. Certain of our communities may benefit from additions and expansions or from adding a new level of service for residents to meet the evolving needs of our customers. These development projects include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present, or physical plant modifications.

The following table summarizes our capital expenditures for the year ended December 31, 2021 for our consolidated business.
(in millions)
Community-level capital expenditures, net (1)
$109.7 
Corporate capital expenditures, net (2)
27.7 
Non-development capital expenditures, net (3)
137.4 
Development capital expenditures, net3.2 
Total capital expenditures, net$140.6 

(1)Reflects the amount invested, net of lessor reimbursements of $42.1 million.

(2)Includes $10.7 million of remediation costs at our communities resulting from natural disasters.

(3)Amount is included in Adjusted Free Cash Flow.

In the aggregate, we expect our full-year 2022 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $160.0 million. In addition, we expect our full-year 2022 development capital expenditures to be approximately $20.0 million, net of anticipated lessor reimbursements, and such projects include those for expansion,
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repositioning, redeveloping, and major renovation of selected existing senior living communities. We anticipate that our 2022 capital expenditures will be funded from cash on hand, cash equivalents, marketable securities, cash flows from operations, and reimbursements from lessors. As of December 31, 2021, the average age of the buildings in our consolidated senior housing portfolio was approximately 24 years. To support our strategy and to protect the value of our community portfolio and ensure that our communities are in appropriate physical condition, we expect that our community-level non-development capital expenditures, net of lessor reimbursements will continue at annual levels of approximately $2,000 to $2,500 per unit. Our community-level non-development capital expenditures, net of lessor reimbursements, were $2,077 per unit in 2021, and our 2022 plans equate to approximately $2,500 per unit.

Funding our planned capital expenditures, pursuing any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or funding investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans.

Indebtedness

As of December 31, 2021, we had $3.8 billion of debt outstanding, at a weighted average interest rate of 3.37%. As of such date, 94.1%, or $3.6 billion, of our total debt obligations represented non-recourse property-level mortgage financings. As of December 31, 2021, we had approximately $2.4 billion of long-term fixed rate debt (including our $230.0 million principal amount of 2.00% convertible senior notes due 2026), at a weighted average interest rate of 3.94%.

Increases in prevailing interest rates as a result of inflation or other factors will increase our payment obligations on our variable-rate obligations to the extent they are unhedged and may increase our future borrowing and hedging costs. In the normal course of business, we enter into interest rate agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. Although we have interest rate cap agreements in place for a majority of our variable-rate debt, these agreements only limit our exposure to increases in interest rates above certain levels and generally must be renewed every two to three years. As of December 31, 2021, we had approximately $1.5 billion of long-term variable rate debt, at a weighted average interest rate of 2.44%. As of such date, $1.2 billion of our debt is variable rate debt subject to interest rate cap agreements. The remaining $226.9 million of our long-term variable rate debt is not subject to any interest rate cap agreements.

The annual aggregate scheduled maturities (including recurring principal payments) of long-term debt outstanding as of December 31, 2021 are as follows (in thousands).


Years Ending December 31,
Long-term
Debt
Weighted Rate
2022$68,609 3.54 %
2023234,453 3.49 %
2024304,294 4.29 %
2025348,044 2.81 %
2026309,269 2.38 %
Thereafter2,606,389 3.43 %
Total obligations3,871,058 3.37 %
Less amount representing deferred financing costs, net(29,846)
Total$3,841,212 

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Convertible Senior Notes

On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of the capped call transactions described below. Additionally, we used the remaining net proceeds together with cash on hand to repay $284.4 million of mortgage debt and a $45.0 million note payable.

The Notes were issued pursuant to, and are governed by, the Indenture dated as of October 1, 2021 by and between us and American Stock Transfer & Trust Company, LLC, as trustee. The Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of our indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of our current or future subsidiaries.

The Notes bear interest at 2.00% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2022. The Notes will mature on October 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the Notes on each such trading day; (3) if we call any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after July 15, 2026, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock at our election.

The conversion rate for the Notes is initially 123.4568 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.10 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the issuance of a notice of redemption, we will increase the conversion rate for a holder who elects to convert our Notes in connection with such a corporate event or who elects to convert any Notes called (or deemed called) for redemption during the related redemption period in certain circumstances.

We may not redeem the Notes prior to October 21, 2024. We may redeem for cash all or (subject to certain limitations) any portion of the Notes, at our option, on or after October 21, 2024 and prior to the 51st scheduled trading day immediately preceding the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

If we undergo a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been, and are not required to be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believed are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act.

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In connection with the offering of the Notes, we entered into privately negotiated capped call transactions ("Capped Call Transactions") with each of Bank of America, N.A., Royal Bank of Canada, Wells Fargo Bank, National Association or their respective affiliates (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the Notes and initially have an exercise price of $8.10 per share of common stock. The cap price of the Capped Call Transactions is initially approximately $9.90 per share of our common stock, representing a premium of 65% above the last reported sale price of $6.00 per share of our common stock on September 28, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce or offset potential dilution to holders of our common stock upon conversion of the Notes and/or offset the potential cash payments that we could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

The Capped Call Transactions are separate transactions entered into by us with the Capped Call counterparties and are not part of the terms of the Notes. The Capped Call Transactions had a cost of $15.9 million, which was paid on October 1, 2021 from the proceeds of the Notes. We account for Capped Call Transactions separately from the Notes and recognized the cost as a reduction of additional paid-in capital in the year ended December 31, 2021 as the Capped Call Transactions are indexed to our common stock.

Credit Facilities

On December 11, 2020, we entered into a revolving credit agreement with Capital One, National Association, as administrative agent and lender and the other lenders from time to time parties thereto. The agreement provides a commitment amount of up to $80.0 million which can be drawn in cash or as letters of credit. The agreement matures on January 15, 2024. Amounts drawn under the facility will bear interest at 30-day LIBOR plus an applicable margin which was 2.75% as of December 31, 2021. Additionally, a quarterly commitment fee of 0.25% per annum was applicable on the unused portion of the facility as of December 31, 2021. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of our communities. Available capacity under the facility will vary from time to time based upon borrowing base calculations related to the appraised value and performance of the communities securing the credit facility.

As of December 31, 2021, $72.6 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility, and the facility had $7.4 million of availability. We also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of December 31, 2021 under which $13.6 million had been issued as of that date.

Long-Term Leases

As of December 31, 2021, we operated 299 communities under long-term leases (233 operating leases and 66 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. We typically guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.

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The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or leased property revenue. We are responsible for all operating costs, including repairs, property taxes, and insurance. As of December 31, 2021, the weighted average remaining lease term of our operating and financing leases was 5.9 and 5.3 years, respectively. The lease terms generally provide for renewal or extension options from 5 to 20 years, and, in some instances, purchase options. The lease maturities of our senior housing community leases are as follows without giving effect to future renewals or extension options.

Years Ending December 31,
Community CountTotal Units
202239 1,854 
2023— — 
2024904 
2025121 10,286 
202641 1,994 
Thereafter91 5,911 
Total299 20,949 

The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios. Our capital expenditure plans for 2022 include required minimum spend of approximately $27.0 million for capital expenditures under certain of our community leases. We are required to spend an average of approximately $26.0 million per year for each of the following three years and approximately $18.0 million in aggregate thereafter under the initial lease terms of such leases. Our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met.

Certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand, develop, or acquire senior housing communities and operating companies.

For the year ended December 31, 2021, our cash lease payments for our operating leases were $210.2 million and for our financing leases were $66.2 million. The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the consolidated balance sheet as of December 31, 2021 are as follows (in millions).
Years Ending December 31,Minimum Lease Payments
2022$272.8 
2023261.9 
2024263.8 
2025250.8 
2026136.9 
Thereafter259.3 
Total minimum lease payments$1,445.5 

Debt and Lease Covenants

Certain of our debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity as calculated in accordance with GAAP, and in certain circumstances, reduced by intangible assets or liabilities or increased by deferred gains from sale-leaseback transactions and deferred entrance fee revenue. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. In addition, our debt and lease documents generally contain non-financial
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covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).

Furthermore, our debt and leases are secured by our communities and, in certain cases, a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.

As of December 31, 2021, we are in compliance with the financial covenants of our debt agreements and long-term leases.

Summary of Contractual Obligations

The following table presents a summary of our material indebtedness and lease obligations, as of December 31, 2021.

Payments Due during the Years Ending December 31,
(in millions)20222023202420252026ThereafterTotal
 
Principal on long-term debt(1)
$68.6 $234.5 $304.3 $348.0 $309.3 $2,606.4 $3,871.1 
Interest on long-term debt(2)
130.5 123.4 117.9 103.6 96.2 172.4 744.0 
Debt obligations199.1 357.9 422.2 451.6 405.5 2,778.8 4,615.1 
Lease obligations(3)
272.8 261.9 263.8 250.8 136.9 259.3 1,445.5 
Total debt and lease obligations$471.9 $619.8 $686.0 $702.4 $542.4 $3,038.1 $6,060.6 

(1)Excludes deferred financing costs of $29.8 million as of December 31, 2021.
(2)Represents contractual interest for all fixed-rate obligations and interest on variable rate instruments at the December 31, 2021 rate applicable for each instrument. As of December 31, 2021, our long-term variable rate debt had a weighted average interest rate of 2.44%. We are subject to market risks from changes in interest rates and increases in prevailing interest rates will increase our payment obligations on our variable-rate obligations.
(3)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, 2021.

Critical Accounting Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. We believe the following accounting estimates are the most critical as they require assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate, or different estimates that could have been selected, could have a material impact on our consolidated results of operations or financial condition. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Our significant accounting policies are discussed in Note 2 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data."

Long-Lived Asset Impairment

As of December 31, 2021, our long-lived assets were comprised primarily of $4.9 billion and $0.6 billion of net property, plant and equipment and leasehold intangibles and operating lease right-of-use assets, respectively.

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We test long-lived assets for recoverability annually during our fourth quarter or whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, we are required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value.

In estimating the recoverability of asset groups for purposes of our long-lived asset impairment testing, we utilize future cash flow projections that are generally developed internally. Any estimates of future cash flow projections necessarily involve predicting unknown future circumstances and events and require significant management judgments and estimates. In arriving at our cash flow projections, we consider our historic operating results, approved budgets and business plans, future demographic factors, expected growth rates, estimated asset holding periods, and other factors. In estimating the future cash flows of asset groups for purposes of our long-lived asset impairment test, we make certain key assumptions. Those assumptions include future revenues, facility operating expenses, and cash flows, including sales proceeds that we would receive upon a sale of the assets using estimated capitalization rates in the case of communities. We corroborate the estimated capitalization rates we use in these calculations with capitalization rates observable from recent market transactions.

Determining the future cash flows of an asset group involves the use of significant estimates and assumptions that are unpredictable and inherently uncertain. These estimates and assumptions include revenue and expense growth rates, operating margins, and asset holding periods used to calculate projected future cash flows. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments. Future events that may result in impairment charges include differences in the projected occupancy rates or monthly service fee rates, changes in the cost structure of existing communities, and our decision to dispose of assets, including execution on our ongoing capital recycling program through exiting non-strategic or underperforming owned assets or leases. Significant adverse changes in our future revenues and/or operating margins, significant changes in the market for senior housing, or the valuation of the real estate of senior living communities, as well as other events and circumstances, including, but not limited to, increased competition and changing economic or market conditions, could result in changes in estimated future cash flows and the determination that additional assets are impaired.

During 2021, 2020, and 2019, we evaluated long-lived depreciable assets and lease right-of-use assets and determined that the carrying amount of these assets exceeded the undiscounted cash flows for certain of our communities. Estimated fair values were determined for these certain properties and we recorded asset impairment charges. The following is a summary of asset impairment expense for these assets.

For the Years Ended December 31,
(in millions)202120202019
Operating lease right-of-use assets$16.6 $76.3 $10.2 
Property, plant and equipment and leasehold intangibles, net6.4 29.3 27.2 
Total$23.0 $105.6 $37.4 

These impairment charges in 2021 and 2020 are primarily due to the COVID-19 pandemic and lower than expected operating performance at these communities and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value. During 2021 and 2020, there was a wide range of possible outcomes as a result of the pandemic, as there was a high degree of uncertainty about its ultimate impacts. In arriving at our cash flow projections, we considered our estimates of the impacts of the pandemic. Management’s estimates of the impacts of the pandemic are highly dependent on variables that are difficult to predict, as further described in Note 3 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data". Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments. These impairment charges in 2019 are primarily due to our decision to dispose of assets, either through sales or lease terminations, or lower than expected performance of the underlying communities and equal the amount by which the carrying amounts of the assets exceed their estimated fair value.

Our impairment loss assessment contains uncertainties because it requires us to apply judgment to estimate whether there have been changes in circumstances that indicate the carrying amount may not be recoverable, the recoverability of asset groups, and, if necessary, the fair value of our assets. As we periodically perform this assessment, changes in our estimates and assumptions may cause us to realize material impairment charges in the future. Although we make every reasonable effort to ensure the accuracy of our estimate of the future cash flows of assets, future changes in the assumptions used to make these estimates could result in the recording of an impairment loss.
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Self-Insurance Liability Accruals

We are subject to various legal proceedings and claims that arise in the ordinary course of our business. Although we maintain general liability and professional liability insurance policies for our owned, leased, and managed communities under a master insurance program, our current policies provide for deductibles for each claim and contain various exclusions from coverage. As a result, we are effectively self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of our wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. In addition, we maintain a high-deductible workers compensation program. Third-party insurers are responsible for claim costs above program deductibles and retentions.

Outstanding losses and expenses for general liability, professional liability, and workers compensation are estimated based on the recommendations of independent actuaries and management's estimates. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. We review the adequacy of our accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel, and industry data, and adjust accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. These estimates require significant judgment, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. Subsequent changes in actual experience are monitored and estimates are updated as information becomes available.

As of December 31, 2021, we accrued reserves of $109.1 million for general liability, professional liability, and workers compensation programs. During the years ended December 31, 2021, 2020, and 2019, we reduced our estimate of the amount of aggregate accrued liabilities for these programs based on recent claims experience, resulting in decreases to operating expenses by $14.2 million, $4.2 million, and $11.3 million, for the years ended December 31, 2021, 2020, and 2019, respectively.

New Accounting Pronouncements

See Note 2 to the consolidated financial statements contained in "Item 8. Financial Statement and Supplementary Data" for a discussion of new accounting pronouncements.

Non-GAAP Financial Measures

This Annual Report on Form 10-K contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. We caution investors that amounts presented in accordance with our definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. We urge investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance.

We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to our financing and capital structure and other items that management does not consider as part of our
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underlying core operating performance and that management believes impact the comparability of performance between periods; and (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry.

Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect our operating results.

The table below reconciles Adjusted EBITDA from net income (loss).
Years Ended December 31,
(in thousands)20212020
Net income (loss)$(99,364)$81,945 
Provision (benefit) for income taxes(8,163)5,352 
Equity in (earnings) loss of unconsolidated ventures(10,394)2,107 
Loss (gain) on debt modification and extinguishment, net1,932 (10,896)
Loss (gain) on sale of assets, net(288,835)(374,532)
Other non-operating (income) loss(5,903)(5,648)
Interest expense195,140 208,779 
Interest income(1,349)(4,799)
Income (loss) from operations(216,936)(97,692)
Depreciation and amortization337,613 359,226 
Asset impairment23,003 107,308 
Loss (gain) on facility operating lease termination, net(2,003)(2,303)
Operating lease expense adjustment(23,280)(136,276)
Non-cash stock-based compensation expense16,270 20,747 
Transaction and organizational restructuring costs3,809 13,377 
Adjusted EBITDA(1)
$138,476 $264,387 

(1)Adjusted EBITDA includes:
$12.4 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, of government grants and credits recognized in other operating income
$119.2 million for the year ended December 31, 2020 for the one-time cash lease payment made to Ventas in connection with our lease restructuring transaction effective July 26, 2020
$100.0 million benefit for the year ended December 31, 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture

Adjusted Free Cash Flow

Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.

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We believe that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.

Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.

The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
Years Ended December 31,
(in thousands)20212020
Net cash provided by (used in) operating activities$(94,634)$205,649 
Net cash provided by (used in) investing activities181,457 (425,111)
Net cash provided by (used in) financing activities(113,657)382,913 
Net increase (decrease) in cash, cash equivalents, and restricted cash
$(26,834)$163,451 
Net cash provided by (used in) operating activities$(94,634)$205,649 
Distributions from unconsolidated ventures from cumulative share of net earnings(6,191)(766)
Changes in operating lease assets and liabilities for lease termination2,380 — 
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(30,965)(22,242)
Non-development capital expenditures, net(137,410)(139,592)
Payment of financing lease obligations(19,874)(18,868)
Adjusted Free Cash Flow(1)
$(286,694)$24,181 

(1) Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $3.8 million and $13.4 million for the years ended December 31, 2021 and 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
$3.9 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, from government grants and credits received
$87.5 million benefit from accelerated/advanced Medicare payments received for the year ended December 31, 2020
$20.8 million recoupment of accelerated/advanced Medicare payments for the year ended December 31, 2021
$119.2 million one-time cash lease payment made to Ventas in connection with our lease restructuring transaction effective July 26, 2020 for the year ended December 31, 2020
$100.0 million benefit from the management agreement termination fee payment received from Healthpeak for the year ended December 31, 2020
$72.7 million benefit from payroll taxes deferred for the year ended December 31, 2020
$31.6 million paid during the year ended December 31, 2021 for deferred payroll taxes for the year ended December 31, 2020

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks from changes in interest rates charged on our credit facilities and other variable-rate indebtedness. The impact on earnings and the value of our long-term debt are subject to change as a result of movements in market rates and prices. As of December 31, 2021, 61.8%, or $2.4 billion, of our long-term debt had a weighted average fixed interest rate of 3.94%. As of December 31, 2021, we had $1.5 billion of long-term variable rate debt, at a weighted average interest rate of 2.44%.

In the normal course of business, we enter into certain interest rate cap agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. As of December 31, 2021, $1.2 billion, or 32.3%, of our long-term debt is variable rate debt subject to interest rate cap agreements, at a weighted-average interest rate of 2.46%, and $226.9
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million, or 5.9%, of our long-term debt is variable rate debt not subject to any interest rate cap agreements. Approximately 91% of our outstanding variable rate debt is indexed to LIBOR and approximately 9% of our outstanding variable rate debt is indexed to the Secured Overnight Financing Rate ("SOFR"), and accordingly our annual interest expense related to variable rate debt is directly affected by movements in LIBOR or SOFR. After consideration of hedging instruments currently in place, increases in LIBOR and SOFR of 100, 200, and 500 basis points would have resulted in additional annual interest expense of $15.0 million, $29.9 million, and $63.3 million, respectively. Certain of our variable debt instruments include springing provisions that obligate us to acquire additional interest rate caps in the event that LIBOR or SOFR increases above certain levels, and the implementation of those provisions would result in additional mitigation of interest costs.


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Item 8.    Financial Statements and Supplementary Data

BROOKDALE SENIOR LIVING INC.

INDEX TO FINANCIAL STATEMENTS
PAGE

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Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors of Brookdale Senior Living Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brookdale Senior Living Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included in the Index at Item 15 (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 15, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

76


Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of Property, Plant and Equipment and Leasehold Intangibles, Net and Operating Lease Right-of-Use Assets for Impairment
Description of the MatterAs of December 31, 2021, the Company's consolidated balance sheet included property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets of $4.9 billion and $0.6 billion, respectively. As discussed in Notes 2 and 5 to the consolidated financial statements, property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets are routinely evaluated for indicators of impairment. For property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets with indicators of impairment, the Company compares the estimated undiscounted future cash flows of each long-lived asset group to its carrying amount. If the long-lived asset group's carrying amount exceeds its estimated undiscounted future cash flows, the fair value of the long-lived asset group is then estimated by management and compared to its carrying amount. An impairment charge is recognized on these long-lived assets when carrying amount exceeds fair value.

Auditing management's evaluation of property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment was complex and involved a high degree of subjectivity due to the significant estimation required to determine the estimated undiscounted future cash flows and fair values of long-lived asset groups where indicators of impairment were determined to be present. In particular, the future cash flows and fair value estimates were sensitive to significant assumptions including the estimation of revenue and expense growth rates and capitalization rates, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to evaluate property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment, including controls over management's review of the significant assumptions described above.

To test the Company's evaluation of long-lived asset groups for impairment, we performed audit procedures that included, among others, assessing the methodologies used to estimate future cash flows and estimate fair values, testing the significant assumptions used to develop the estimates of future cash flows and fair values, and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company's business and other relevant factors would affect the significant assumptions. The evaluation of the Company's methodology and key assumptions was performed with the assistance of our valuation specialists. We assessed the historical accuracy of the Company's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted future cash flows and fair values of the long-lived asset groups that would result from changes in the key assumptions.


/s/ Ernst & Young LLP

We have served as the Company's auditor since 1993.
Chicago, Illinois
February 15, 2022

77


Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors of Brookdale Senior Living Inc.

Opinion on Internal Control over Financial Reporting

We have audited Brookdale Senior Living Inc.'s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Brookdale Senior Living Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included in the Index at Item 15 and our report dated February 15, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois
February 15, 2022
78


BROOKDALE SENIOR LIVING INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except stock amounts) 
December 31,
20212020
Assets
Current assets
Cash and cash equivalents$347,031 $380,420 
Marketable securities182,393 172,905 
Restricted cash26,845 28,059 
Accounts receivable, net51,137 109,221 
Assets held for sale3,642 16,061 
Prepaid expenses and other current assets, net87,946 66,937 
Total current assets698,994 773,603 
Property, plant and equipment and leasehold intangibles, net4,904,292 5,068,060 
Operating lease right-of-use assets630,423 788,138 
Restricted cash64,438 56,669 
Investment in unconsolidated ventures67,424 4,898 
Goodwill27,321 154,131 
Deferred tax asset279 — 
Other assets, net17,296 56,259 
Total assets$6,410,467 $6,901,758 
Liabilities and Equity
Current liabilities
Current portion of long-term debt$63,125 $68,885 
Current portion of financing lease obligations22,151 19,543 
Current portion of operating lease obligations148,642 146,226 
Trade accounts payable76,125 71,233 
Accrued expenses254,831 287,851 
Refundable fees and deferred revenue67,080 96,995 
Total current liabilities631,954 690,733 
Long-term debt, less current portion3,778,087 3,847,103 
Financing lease obligations, less current portion532,136 543,764 
Operating lease obligations, less current portion681,876 819,429 
Deferred tax liability— 9,557 
Other liabilities86,791 188,443 
Total liabilities5,710,844 6,099,029 
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding
— — 
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2021 and 2020; 197,485,318 and 198,331,663 shares issued and 186,957,793 and 187,804,138 shares outstanding (including 1,549,059 and 4,349,421 unvested restricted shares), respectively
1,975 1,983 
Additional paid-in-capital4,208,675 4,212,409 
Treasury stock, at cost; 10,527,525 shares at December 31, 2021 and 2020
(102,774)(102,774)
Accumulated deficit(3,410,474)(3,311,184)
Total Brookdale Senior Living Inc. stockholders' equity697,402 800,434 
Noncontrolling interest2,221 2,295 
Total equity699,623 802,729 
Total liabilities and equity$6,410,467 $6,901,758 
See accompanying notes to consolidated financial statements.
79


BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
For the Years Ended December 31,
202120202019
Revenue
Resident fees$2,543,848 $2,892,567 $3,209,931 
Management fees20,598 130,690 57,108 
Reimbursed costs incurred on behalf of managed communities181,445 401,189 790,049 
Other operating income12,368 115,749 — 
Total revenue and other operating income2,758,259 3,540,195 4,057,088 
Expense
Facility operating expense (excluding facility depreciation and amortization of $313,830, $334,768, and $349,215, respectively)
2,075,863 2,341,859 2,390,495 
General and administrative expense (including non-cash stock-based compensation expense of $16,270, $20,747, and $23,026, respectively)
184,916 206,575 219,289 
Facility operating lease expense174,358 224,033 269,666 
Depreciation and amortization337,613 359,226 379,433 
Asset impairment23,003 107,308 49,266 
Loss (gain) on facility operating lease termination, net(2,003)(2,303)3,388 
Costs incurred on behalf of managed communities181,445 401,189 790,049 
Total operating expense2,975,195 3,637,887 4,101,586 
Income (loss) from operations(216,936)(97,692)(44,498)
Interest income1,349 4,799 9,859 
Interest expense:
Debt(141,409)(153,817)(177,718)
Financing lease obligations(46,282)(48,534)(66,353)
Amortization of deferred financing costs(7,449)(6,428)(4,270)
Gain (loss) on debt modification and extinguishment, net(1,932)10,896 (5,247)
Equity in earnings (loss) of unconsolidated ventures10,394 (2,107)(4,544)
Gain (loss) on sale of assets, net288,835 374,532 7,245 
Other non-operating income (loss)5,903 5,648 14,765 
Income (loss) before income taxes(107,527)87,297 (270,761)
Benefit (provision) for income taxes8,163 (5,352)2,269 
Net income (loss)(99,364)81,945 (268,492)
Net (income) loss attributable to noncontrolling interest74 74 561 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$(99,290)$82,019 $(267,931)
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:
Basic$(0.54)$0.45 $(1.44)
Diluted$(0.54)$0.44 $(1.44)
Weighted average common shares outstanding:
Basic184,975 183,498 185,907 
Diluted184,975 184,386 185,907 
See accompanying notes to consolidated financial statements.
80


BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
For the Years Ended December 31,
202120202019
Total equity, balance at beginning of period$802,729 $698,725 $1,018,413 
Common stock:
Balance at beginning of period$1,983 $1,996 $1,968 
Issuance of common stock under Associate Stock Purchase Plan— 
Restricted stock and restricted stock units, net(1)(9)31 
Shares withheld for employee taxes(7)(6)(5)
Balance at end of period$1,975 $1,983 $1,996 
Additional paid-in-capital:
Balance at beginning of period$4,212,409 $4,172,099 $4,151,147 
Compensation expense related to restricted stock grants16,270 20,747 23,026 
Issuance of common stock under Associate Stock Purchase Plan699 638 1,160 
Purchase of capped call transactions(15,916)— — 
Issuance of warrants— 22,883 — 
Restricted stock and restricted stock units, net(31)
Shares withheld for employee taxes(4,813)(4,037)(3,308)
Other, net25 70 105 
Balance at end of period$4,208,675 $4,212,409 $4,172,099 
Treasury stock:
Balance at beginning of period$(102,774)$(84,651)$(64,940)
Purchase of treasury stock— (18,123)(19,711)
Balance at end of period$(102,774)$(102,774)$(84,651)
Accumulated deficit:
Balance at beginning of period$(3,311,184)$(3,393,088)$(3,069,272)
Cumulative effect of change in accounting principle— (115)(55,885)
Net income (loss)(99,290)82,019 (267,931)
Balance at end of period$(3,410,474)$(3,311,184)$(3,393,088)
Noncontrolling interest:
Balance at beginning of period$2,295 $2,369 $(490)
Net income (loss) attributable to noncontrolling interest(74)(74)(561)
Noncontrolling interest contribution— — 6,566 
Noncontrolling interest distribution— — (3,146)
Balance at end of period$2,221 $2,295 $2,369 
Total equity, balance at end of period$699,623 $802,729 $698,725 
Common stock share activity
Outstanding shares of common stock:
Balance at beginning of period187,804 192,129 192,356 
Issuance of common stock under Associate Stock Purchase Plan124 224 181 
Restricted stock and restricted stock units, net(159)(830)3,073 
Shares withheld for employee taxes(811)(656)(476)
Purchase of treasury stock— (3,063)(3,005)
Balance at end of period186,958 187,804 192,129 

See accompanying notes to consolidated financial statements.
81


BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the Years Ended December 31,
 202120202019
Cash Flows from Operating Activities
Net income (loss)$(99,364)$81,945 $(268,492)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net1,932 (10,896)5,247 
Depreciation and amortization, net345,062 365,654 383,703 
Asset impairment23,003 107,308 49,266 
Equity in (earnings) loss of unconsolidated ventures(10,394)2,107 4,544 
Distributions from unconsolidated ventures from cumulative share of net earnings6,191 766 3,472 
Amortization of entrance fees(1,758)(2,122)(1,634)
Proceeds from deferred entrance fee revenue3,562 734 3,544 
Deferred income tax (benefit) provision(9,837)(5,840)(2,654)
Operating lease expense adjustment(23,280)(136,276)(19,453)
Loss (gain) on sale of assets, net(288,835)(374,532)(7,245)
Loss (gain) on facility operating lease termination, net(2,003)(2,303)3,388 
Non-cash stock-based compensation expense16,270 20,747 23,026 
Non-cash management contract termination gain— — (969)
Other(4,689)(2,777)(8,700)
Changes in operating assets and liabilities:
Accounts receivable, net502 24,277 292 
Prepaid expenses and other assets, net(15,483)24,707 55,873 
Trade accounts payable and accrued expenses(54,032)27,294 (12,984)
Refundable fees and deferred revenue(10,066)62,614 (25,117)
Operating lease assets and liabilities for lessor capital expenditure
   reimbursements
30,965 22,242 31,305 
Operating lease assets and liabilities for lease termination(2,380)— — 
Net cash provided by (used in) operating activities(94,634)205,649 216,412 
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net(100)3,569 (859)
Purchase of marketable securities(362,257)(378,269)(186,224)
Sale and maturities of marketable securities352,988 275,000 134,000 
Capital expenditures, net of related payables(176,657)(185,871)(304,092)
Acquisition of assets, net of related payables and cash received— (472,193)(497)
Investment in unconsolidated ventures(5,436)(4,082)(4,346)
Distributions received from unconsolidated ventures37,113 — 9,635 
Proceeds from sale of assets, net334,006 331,316 92,735 
Proceeds from notes receivable1,800 5,419 34,109 
Net cash provided by (used in) investing activities181,457 (425,111)(225,539)
Cash Flows from Financing Activities
Proceeds from debt352,962 963,099 321,996 
Repayment of debt and financing lease obligations(441,571)(538,859)(427,923)
Proceeds from line of credit— 166,381 — 
Repayment of line of credit— (166,381)— 
Purchase of treasury stock, net of related payables— (18,123)(23,955)
Purchase of capped call transactions(15,916)— — 
Payment of financing costs, net of related payables(3,904)(19,649)(7,309)
Payments of employee taxes for withheld shares(4,820)(4,037)(3,313)
Other(408)482 1,110 
Net cash provided by (used in) financing activities(113,657)382,913 (139,394)
Net increase (decrease) in cash, cash equivalents, and restricted cash(26,834)163,451 (148,521)
Cash, cash equivalents, and restricted cash at beginning of period465,148 301,697 450,218 
Cash, cash equivalents, and restricted cash at end of period$438,314 $465,148 $301,697 

See accompanying notes to consolidated financial statements.
82


BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Description of Business

Brookdale Senior Living Inc. ("Brookdale" or the "Company") is an operator of 679 senior living communities throughout the United States. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company's senior living communities and its comprehensive network help to provide seniors with care and services in an environment that feels like home.

As of December 31, 2021, the Company owned 347 communities, representing a majority of the Company's consolidated community portfolio, leased 299 communities, and managed 33 communities. As of such date, the Company has three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment, an additional reportable segment prior to that date, as described in Note 4. The accompanying consolidated financial statements include the financial position, results of operations, and cash flows of the Health Care Services segment through June 30, 2021. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment were deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services venture (the "HCS Venture") is accounted for under the equity method of accounting.

2.       Summary of Significant Accounting Policies

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). Except for the changes for the impact of the recently adopted accounting pronouncements discussed in this Note, the Company has consistently applied its accounting policies to all periods presented in these consolidated financial statements. The significant accounting policies are summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.

The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE.

Use of Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates.

83


Revenue Recognition

Resident Fees

Resident fee revenue is reported at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Resident fee revenue is recognized as performance obligations are satisfied.

Under the Company's senior living residency agreements, which are generally for a contractual term of 30 days to one year, the Company provides senior living services to residents for a stated daily or monthly fee. The Company has elected the lessor practical expedient within ASC 842, Leases ("ASC 842") and recognizes, measures, presents, and discloses the revenue for services under the Company's senior living residency agreements based upon the predominant component, either the lease or nonlease component, of the contracts. The Company has determined that the services included under the Company's independent living, assisted living, and memory care residency agreements have the same timing and pattern of transfer and are performance obligations that are satisfied over time. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers ("ASC 606") for its independent living, assisted living, and memory care residency agreements for which it has estimated that the nonlease components of such residency agreements are the predominant component of the contract.

The Company receives payment for services under various third-party payor programs which include Medicare, Medicaid, and other third-party payors. Estimates for settlements with third-party payors for retroactive adjustments from estimated reimbursements due to audits, reviews, or investigations are included in the determination of the estimated transaction price for providing services. The Company estimates the transaction price based on the terms of the contract with the payor, correspondence with the payor, and historical payment trends. Changes to these estimates for retroactive adjustments are recognized in the period the change or adjustment becomes known or when final settlements are determined.

Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known.

Management Services

The Company manages certain communities under contracts which provide periodic management fee payments to the Company and reimbursement for costs and expense related to such communities. Management fees are generally determined by an agreed upon percentage of gross revenues (as defined in the management agreement). Certain management contracts also provide for an annual incentive fee to be paid to the Company upon achievement of certain metrics identified in the contract. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. The Company estimates the amount of incentive fee revenue expected to be earned, if any, during the annual contract period and revenue is recognized as services are provided. The Company's estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Such revenue is included in reimbursed costs incurred on behalf of managed communities on the consolidated statements of operations. The related costs are included in costs incurred on behalf of managed communities on the consolidated statements of operations.

Government Grants

The Company recognizes income for government grants on a systematic and rational basis over the periods in which the Company recognizes the related expenses or loss of revenue for which the grants are intended to compensate when there is reasonable assurance that the Company will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received.

Lease Accounting

Refer to the Company's revenue recognition policy for discussion of the accounting policy for residency agreements, which include a lease component.
84


The Company, as lessee, recognizes a right-of-use asset and a lease liability on the Company's consolidated balance sheet for its community, office, and equipment leases. As of the commencement date of a lease, a lease liability and corresponding right-of-use asset is established on the Company's consolidated balance sheet at the present value of future minimum lease payments. The Company's community leases generally contain fixed annual rent escalators or annual rent escalators based on an index, such as the consumer price index. The future minimum lease payments recognized on the consolidated balance sheet include fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate on the lease commencement date. The Company recognizes lease expense as incurred for additional variable payments. For the Company's leases that do not contain an implicit rate, the Company utilizes its estimated incremental borrowing rate to determine the present value of lease payments based on information available at commencement of the lease. The Company's estimated incremental borrowing rate reflects the fixed rate at which the Company could borrow a similar amount for the same term on a collateralized basis. The Company elected the short-term lease exception policy which permits leases with an initial term of 12 months or less to not be recorded on the Company's consolidated balance sheet and instead to be recognized as lease expense as incurred.

The Company, as lessee, makes a determination with respect to each of its community, office, and equipment leases as to whether each should be accounted for as an operating lease or financing lease. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements.

Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of right-of-use assets are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset, calculated utilizing the lowest level of identifiable cash flows. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying amount, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates and estimated lease coverage ratios (Level 3).

Operating Leases

The Company recognizes operating lease expense for actual rent paid, generally plus or minus a straight-line adjustment for estimated minimum lease escalators if applicable. The right-of-use asset is generally reduced each period by an amount equal to the difference between the operating lease expense and the amount of expense on the lease liability utilizing the effective interest method. Subsequent to the impairment of an operating lease right-of-use asset, the Company recognizes operating lease expense consisting of the reduction of the right-of-use asset on a straight-line basis over the remaining lease term and the amount of expense on the lease liability utilizing the effective interest method.

Financing Leases

Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold intangibles, net on the Company's consolidated balance sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life.

Sale-Leaseback Transactions

For transactions in which an owned community is sold and leased back from the buyer (sale-leaseback transactions), the Company recognizes an asset sale and lease accounting is applied if the Company has transferred control of the community. For such transactions, the Company removes the transferred assets from the consolidated balance sheet and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the transaction price for the sale transaction.

For sale‑leaseback transactions in which the Company has not transferred control of the underlying asset, the Company does not recognize an asset sale or derecognize the underlying asset until control is transferred. For such transactions, the Company recognizes the underlying assets within assets under financing leases as a component of property, plant and equipment and leasehold intangibles, net on the consolidated balance sheets and continues to depreciate the assets over their useful lives. Additionally, the Company accounts for any amounts received as a financing lease liability and the Company recognizes
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interest expense on the financing lease liability utilizing the effective interest method with the interest expense limited to an amount that is not greater than the cash payments on the financing lease liability over the term of the lease.

Gain (Loss) on Sale of Assets

The Company regularly enters into real estate transactions which may include the disposition of certain communities, including the associated real estate. The Company recognizes a gain or loss from real estate sales when the transfer of control is complete.

The Company recognizes a gain or loss from the sale of equity method investments when the transfer of control is complete and the Company has no continuing involvement with the transferred financial assets.

Purchase Accounting

For the acquisition of assets that do not meet the definition of a business, the Company accounts for the transaction as an asset acquisition at the purchase price, including acquisition costs, allocated among the acquired assets and assumed liabilities, including identified intangible assets and liabilities, based upon the relative fair values using Level 3 inputs at the date of acquisition.

For acquisitions of a business, the Company accounts for the transaction as a business combination pursuant to the acquisition method and assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at fair value. In determining the allocation of the purchase price of companies and communities to net tangible and identified intangible assets acquired and liabilities assumed, the Company makes estimates of fair value using information obtained as a result of pre-acquisition due diligence, marketing, leasing activities, and/or independent appraisals.

In connection with a business combination, the excess of the fair value of liabilities assumed and common stock issued and cash paid over the fair value of identifiable assets acquired is allocated to goodwill. Transaction costs associated with business combinations are expensed as incurred.

Deferred Financing Costs

Fees paid to lenders and third-party costs incurred to obtain debt are recorded as a direct adjustment to the carrying amount of debt and amortized on a straight-line basis, which approximates the effective yield method, over the term of the related debt. Unamortized deferred financing costs are written-off if the associated debt is retired before the maturity date. Upon the refinancing of mortgage debt or amendment of the line of credit, unamortized deferred financing costs and additional financing costs incurred are accounted for in accordance with ASC 470-50, Debt Modifications and Extinguishments.

Stock-Based Compensation

Measurement of the cost of employee services received in exchange for stock-based compensation is based on the grant-date fair value of the employee stock awards, which is based on the quoted price of the Company's common shares on the grant date for the majority of the Company's awards. The Company evaluates if grant-date fair value adjustments are necessary based on whether the Company is in possession of material non-public information at the grant date and the changes in the Company’s stock price subsequent to the release of such information and no adjustments were made. Generally, the cost is recognized as compensation expense ratably over the employee's requisite service period. The Company recognizes forfeitures of stock-based awards as they occur and any previously recognized compensation expense is reversed for forfeited awards. Stock-based awards that vest over a requisite service period, other than those with performance or market conditions, generally vest ratably in annual installments over a period of three to four years. Incremental compensation costs arising from subsequent modifications of awards after the grant date are recognized when incurred.

Certain of the Company's employee stock-based awards vest only upon the achievement of performance conditions. The Company recognizes compensation cost only when achievement of performance conditions is considered probable. Consequently, the Company’s determination of the amount of stock-based compensation expense requires judgment in estimating the probability of achievement of these performance conditions. Performance conditioned awards that vest dependent upon attainment of various levels of performance that equal or exceed threshold levels generally vest based upon performance at the end of a three-year performance period. The number of shares that ultimately vest can range from 0% to 125% of the stock-based awards granted depending on the level of achievement of the performance criteria.

Certain of the Company's employee stock-based awards vest only upon the achievement of a market condition where the measurement period is three years and vesting of the awards is based on the Company's level of attainment of a specified total
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stockholder return relative to the percentage appreciation of a specified index of companies for the respective three-year measurement period. Compensation expense for awards with market conditions is recognized over the service period, which is generally four years, and the actual achievement of the market condition does not impact expense recognition. The Company uses a Monte Carlo valuation model to estimate the grant date fair value of such awards. Depending on the results achieved during the three-year measurement period, the number of shares that ultimately vest may range from 0% to 150% of the stock-based awards granted. The expected volatility of the Company's common stock at the date of grant is estimated based on a historical average volatility rate for the approximate three-year performance period and the estimated expected weighted average volatility was 42.5% and 45.2% for awards granted in 2020 and 2019, respectively. The risk-free interest rate assumption is based on observed interest rates consistent with the approximate three-year measurement period and the estimated weighted average risk free interest rate was 1.4% and 2.4% for awards granted in 2020 and 2019, respectively.

For all share-based awards with graded vesting other than performance conditioned awards, the Company records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For performance conditioned awards, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance condition is deemed probable of achievement. Performance conditions are evaluated quarterly. If such conditions are not ultimately met or it is not probable the conditions will be achieved, no compensation expense for performance conditioned awards is recognized and any previously recognized compensation expense is reversed.

Income Taxes

The Company accounts for income taxes under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax basis of assets and liabilities using the tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. When it is determined that it is more likely than not that the Company will be able to realize deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset is made and reflected in income. This determination is made by considering various factors, including the reversal and timing of existing temporary differences, tax planning strategies, and estimates of future taxable income exclusive of the reversal of temporary differences.

Fair Value of Financial Instruments

Fair value measurements are based on a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows.

Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 – quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Marketable Securities

Marketable securities are investments in commercial paper and short-term corporate bond instruments with maturities of greater than 90 days as of their acquisition date by the Company.

Accounts Receivable, Net

Accounts receivable are reported net of an allowance for credit losses to represent the Company's estimate of expected losses at the balance sheet date. The adequacy of the Company's allowance for credit losses is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, a review of specific accounts, as well as expected future economic conditions and market trends, and adjustments are made to the allowance as necessary.

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Assets Held for Sale

The Company designates communities as held for sale when certain criteria are met, including when management has committed to a plan to sell the community and the sale is probable within one year of the reporting date. The Company records these assets on the consolidated balance sheet at the lesser of the carrying amount and fair value less estimated selling costs. If the carrying amount is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company evaluates the fair value of the assets held for sale each period to determine if it has changed. The long-lived assets are not depreciated while classified as held for sale.

Property, Plant and Equipment and Leasehold Intangibles, Net

Property, plant and equipment and leasehold intangibles, net are recorded at cost. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are as follows.
Asset CategoryEstimated
Useful Life
(in years)
Buildings and improvements 
40
Furniture and equipment 
3 – 10
Resident lease intangibles 
1 – 3

Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over the estimated useful life of the renovations or improvements. For communities subject to operating or financing leases, leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the term of the lease. For financing leases that have a purchase option the Company is reasonably certain to exercise, the leasehold improvements are depreciated over their estimated useful life. Facility operating expense excludes facility depreciation and amortization.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company is required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods, and estimated capitalization rates (Level 3).

Investment in Unconsolidated Ventures

The initial carrying amount of investments in unconsolidated ventures is based on the amount paid to purchase the investment or its fair value in the case of a retained noncontrolling interest upon deconsolidation of a former subsidiary. The Company's reported share of earnings of an unconsolidated venture is adjusted for the impact, if any, of basis differences between its carrying amount of the equity investment and its share of the venture's underlying assets.

Distributions received from an investee are recognized as a reduction in the carrying amount of the investment. If distributions are received from an investee that would reduce the carrying amount of an equity method investment below zero, the Company evaluates the facts and circumstances of the distributions to determine the appropriate accounting for the excess distribution, including an evaluation of the source of the proceeds and implicit or explicit commitments to fund the investee. The excess distribution is either recorded as a gain on investment, or in instances where the source of proceeds is from financing activities or the Company has a significant commitment to fund the investee, the excess distribution would result in an equity method liability and the Company would continue to record its share of the investee's earnings and losses.

The Company evaluates realization of its investment in ventures accounted for using the equity method if circumstances indicate that the Company's investment is other than temporarily impaired. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. If the Company determines that an equity method investment is other than temporarily impaired, it is recorded at its fair value with an impairment charge recognized in asset impairment expense for the difference between its carrying amount and fair value.

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Goodwill

The Company tests goodwill for impairment annually during the fourth quarter or more frequently if indicators of impairment arise. Factors the Company considers important in its analysis of whether an indicator of impairment exists include a significant decline in the Company's stock price or market capitalization for a sustained period since the last testing date, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If so, the Company performs a quantitative goodwill impairment test based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying amount. The fair values used in the quantitative goodwill impairment test are estimated using Level 3 inputs based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates, and discount rates. The Company also considers market-based measures such as earnings multiples in its analysis of estimated fair values of its reporting units. If the quantitative goodwill impairment test results in a reporting unit's carrying amount exceeding its estimated fair value, an impairment charge will be recorded based on the difference, with the impairment charge limited to the amount of goodwill allocated to the reporting unit.

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased, and managed communities under a master insurance program, the Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company’s wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program.

The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel, and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available.

Treasury Stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders' equity.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this standard effective January 1, 2020 and recognized the cumulative effect of the adoption as an immaterial adjustment to beginning accumulated deficit as of January 1, 2020.

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which amends the former accounting principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability on the consolidated balance sheet for most leases. Additionally, ASU 2016-02 made targeted changes to lessor accounting, including changes to align certain aspects with the revenue recognition model, and enhanced disclosure of lease arrangements.

In July 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements ("ASU 2018-11"), which provides entities with a transition method option to not restate comparative periods presented, but to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, and a practical expedient allowing lessors to not separate nonlease components from the associated lease components when certain criteria are met. The Company adopted these lease accounting standards effective January 1, 2019 and utilized the modified retrospective transition method with no adjustments to comparative periods presented. Additionally, the Company elected the package of practical expedients within ASU 2016-02
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that allows an entity to not reassess, as of January 1, 2019, its prior conclusions on whether an existing contract contains a lease, lease classification for existing leases, and whether costs incurred for existing leases qualify as initial direct costs. The Company did not elect the hindsight practical expedient which would have allowed it to revisit key assumptions, such as lease term, that were made when it originally entered into the lease.

The Company's adoption of ASU 2016-02 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 its existing community, office, and equipment operating leases based on the remaining present value of the minimum lease payments as of January 1, 2019. The future minimum lease payments recognized on the consolidated balance sheet included fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate as of January 1, 2019. Such right-of-use asset amounts were recognized based upon the amount of the recognized lease liabilities, adjusted for accrued lease payments, intangible assets, and the recognition of right-of-use asset impairments. As of December 31, 2018, the Company had a net liability of $231.4 million recognized on its consolidated balance sheet for accrued lease payments and intangible assets for operating leases. Additionally, $58.1 million of previously unrecognized right-of-use asset impairments were recognized as a cumulative effect adjustment to beginning accumulated deficit as of January 1, 2019.

In addition to the previously unrecognized right-of-use asset impairment of $58.1 million, the Company recognized cumulative effect adjustments to beginning accumulated deficit as of January 1, 2019 for the impact of the adoption of accounting standards by its equity method investees and the deferred tax impact of these adjustments. The recognition of the right-of-use assets and corresponding liabilities and the removal of the deferred tax position related to these leases as of December 31, 2018 had a $0.3 million impact on the Company's net deferred tax position. A deferred tax asset of $14.1 million and an increase to the valuation allowance of $13.8 million was recorded against accumulated deficit reflecting the tax impact of the previously unrecognized right-of-use asset impairments.

The adoption of the new accounting standards resulted in the following adjustments to the Company's consolidated balance sheet as of January 1, 2019.

(in millions)
Assets
Property, plant and equipment and leasehold intangibles, net$(11)
Operating lease right-of-use assets1,329 
Investment in unconsolidated ventures(2)
Other intangible assets, net(5)
Other assets, net(6)
Total assets$1,305 
Liabilities and Equity
Operating lease obligations$1,618 
Deferred liabilities(257)
Total liabilities1,361 
Total equity(56)
Total liabilities and equity$1,305 

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional guidance for a limited period of time through December 31, 2022 to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference the London Inter-Bank Offered Rate ("LIBOR") or other reference rates expected to be discontinued. The guidance may be elected over time and the Company elected the optional practical expedient provided by ASU 2020-04 for debt contract modifications related to the discontinuation of reference rates. The adoption of the optional expedient has not had and is not expected to have a material impact on the Company's consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The
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Company early adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method of adoption. Subsequent to the Company's adoption of ASU 2020-06, the Company's issuance of $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes") on October 1, 2021 was recognized as a single liability presented as long-term debt measured at its amortized cost within the Company’s consolidated balance sheet rather than separate presentation of the embedded conversion feature at fair value within stockholders’ equity.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations.

3. COVID-19 Pandemic

The COVID-19 pandemic significantly disrupted the senior living industry and the Company's business beginning in March 2020. The health and wellbeing of the Company's residents and associates has been and continues to be its highest priority. As of January 31, 2022, substantially all of the Company’s communities were open for new resident move-ins. The Company may revert to more restrictive measures at its communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.

Pandemic-Related Expenses. In the aggregate, for the years ended December 31, 2021 and 2020, the Company has incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million and $125.5 million, for the years ended December 31, 2021 and 2020, respectively. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 2021 and 2020, the Company recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in its operating results for its operating lease right-of-use assets and property, plant, and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.

Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.

During the years ended December 31, 2021 and 2020, the Company accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, the Company applied for the Phase 4 general distribution from the Provider Relief Fund. There can be no assurance that the Company will qualify for, or receive, such future grants in the amount it expects, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which it qualifies.

During the year ended December 31, 2020, the Company received $87.5 million under the Accelerated and Advance Payment Program administered by the Centers for Medicare & Medicaid Services ("CMS"), $75.2 million of which related to its former Health Care Services segment and $12.3 million of which related to its CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the advanced payments were recouped. Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment (as described in Note 4), $63.6 million of such obligations related to its former Health Care Services segment were retained by the unconsolidated HCS Venture. As of December 31, 2021, the outstanding balance of advanced payments related to the CCRCs segment was $3.1 million.

During the year ended December 31, 2020, the Company deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment, $9.6 million of such obligations related to its former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021,
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the Company paid $31.6 million of its retained deferred amount and the remaining deferred amount of $31.6 million is due December 31, 2022.

The Company was eligible to claim the employee retention credit for certain of its associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, the Company recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income, for which the Company has received $3.4 million in cash as of December 31, 2021. The Company recognized a receivable for the remaining $6.5 million within prepaid expenses and other current assets, net on the consolidated balance sheet as of December 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and the Company is assessing its eligibility to claim such credit. There can be no assurance that the Company will qualify for, or receive, credits in the amount or on the timing it expects.

In addition to the grants described above, during the years ended December 31, 2021 and 2020, the Company received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources.

The Company cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on its business, results of operations, cash flow, and liquidity, and its response efforts may continue to delay or negatively impact its strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in the Company's markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and the Company's ability to adapt its sales and marketing efforts to meet that demand; the impact of COVID-19 on the Company's residents’ and their families’ ability to afford its resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of the Company's new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in the Company's communities; the duration and costs of the Company's response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on the Company's ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in its debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to the Company's health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit the Company's collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts.

4.       Acquisitions, Dispositions, and Other Significant Transactions

Sale of Health Care Services

On July 1, 2021, the Company completed the sale of 80% of its equity in its Health Care Services segment to affiliates of HCA Healthcare, Inc. ("HCA Healthcare") for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Securities Purchase Agreement (the "Purchase Agreement") dated February 24, 2021, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "HCS Sale"). The Company received net cash proceeds of $312.6 million, including $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, the Company retained a 20% equity interest in the HCS Venture.

The results and financial position of the Health Care Services segment were deconsolidated from its consolidated financial statements as of July 1, 2021 and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, the Company recognized a $100.0 million asset within investment in unconsolidated ventures on its consolidated balance sheet for the estimated fair value of its retained 20% noncontrolling interest in the HCS Venture. The Company recognized a $286.5 million gain on sale, net of transaction costs, within its consolidated
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statement of operations for the year ended December 31, 2021 for the HCS Sale. Refer to Note 21 for selected financial data for the Health Care Services segment through June 30, 2021.

On November 1, 2021, the HCS Venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare to LHC Group Inc. Upon the completion of the sale, the Company received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which decreased its investment in unconsolidated ventures. The Company continues to own a 20% equity interest in the remaining HCS Venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.

Community Transactions

The Company entered into transactions with Ventas, Inc. ("Ventas"), announced on July 27, 2020, and Healthpeak Properties, Inc. ("Healthpeak"), announced on October 1, 2019, which together restructured a significant portion of the Company's triple-net lease obligations. As a result of the transactions with Healthpeak, as well as other community transactions, the Company acquired 27 communities that the Company formerly leased or managed and sold substantially all of its ownership interests in unconsolidated senior housing ventures during 2019 through 2021. Additionally, the Company disposed of an aggregate of 24 owned communities (including the conveyance of five communities to Ventas) and the Company's triple-net lease obligations on 17 communities were terminated from 2019 to 2021 (ten in 2019, five in 2020, and two in 2021).

The following table sets forth the amounts included within the Company's consolidated financial statements for the 41 communities that it disposed of through sales, conveyances, and lease terminations for the years ended December 31, 2021, 2020, and 2019 through the respective disposition dates.

Years Ended December 31,
(in thousands)202120202019
Resident fees
Assisted Living and Memory Care$5,445 $24,105 $60,204 
CCRCs6,471 29,203 74,090 
Senior housing resident fees$11,916 $53,308 $134,294 
Facility operating expense
Assisted Living and Memory Care$5,142 $22,723 $52,228 
CCRCs7,680 30,310 72,096 
Senior housing facility operating expense$12,822 $53,033 $124,324 
Cash lease payments$1,726 $6,752 $11,014 

As of December 31, 2021, two communities in the Assisted Living and Memory Care segment were classified as held for sale, resulting in $3.6 million being recorded as assets held for sale within the consolidated balance sheet. The closings of the sales of the communities are subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.

Completed Dispositions of Owned Communities

During the year ended December 31, 2021, the Company completed the sale of three owned communities for cash proceeds of $16.5 million, net of transaction costs, and recognized a net gain on sale of assets of $0.3 million. In addition to the conveyance of five communities to Ventas, during the year ended December 31, 2020, the Company completed the sale of two owned communities for cash proceeds of $38.1 million, net of transaction costs, and recognized a net gain on sale of assets of $2.7 million. During the year ended December 31, 2019, the Company completed the sale of 14 owned communities for cash proceeds of $85.4 million, net of transaction costs, and recognized a net gain on sale of assets of $5.5 million.

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Ventas Lease Restructuring

On July 26, 2020 (the "Effective Date"), the Company entered into definitive agreements with Ventas in connection with the restructuring of the Company’s lease arrangements with Ventas, including a Master Transaction Letter Agreement (the "Master Agreement"). Pursuant to the Master Agreement:

On the Effective Date the parties entered into the Amended and Restated Master Lease and Security Agreement (the "Master Lease") and Amended and Restated Guaranty (the "Guaranty"), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of April 26, 2018 and as amended from time to time. Pursuant to the Master Lease, the Company continues to lease 120 communities for an aggregate initial annual minimum rent of approximately $100.0 million, which reflects a reduction of approximately $83 million of annual minimum rent in effect prior to the transaction. Effective on January 1 of each lease year, beginning January 1, 2022, the annual minimum rent is subject to a 3% escalator. The initial term of the Master Lease ends December 31, 2025, with two 10-year extension options available to the Company. The annual minimum rent for the initial lease year of any such renewal term will be the greater of the fair market rental of the communities or the increased annual minimum rent for such lease year applying the foregoing 3% escalator. The Master Lease removed the prior provision that would have automatically extended the initial term in the event of the consummation of a change of control transaction by the Company. The Master Lease requires the Company to spend (or escrow with Ventas) a minimum of $1,500 per unit on a community-level basis and $3,600 per unit on an aggregate basis of all communities, in each case per 24-month period ending December 31 during the lease term, commencing with the 24-month period ended December 31, 2021. In addition, Ventas agreed to fund costs associated with certain pre-approved capital expenditure projects in the aggregate amount of up to $37.8 million. Upon disbursement of such expenditures, the annual minimum rent under the Master Lease will increase by the amount of the disbursement multiplied by 50% of the sum of the then current 10-year treasury note rate and 4.5%. The transaction agreements with Ventas further provide that the Master Lease and certain other agreements between the parties will be cross-defaulted.

The Company’s subsidiaries’ obligations under the Master Lease are guaranteed at the parent level pursuant to the Guaranty. The Guaranty removed the prior requirements that the Company satisfy, at the parent level, financial covenants and that the Company maintain a security deposit with Ventas. The Guaranty also removed the prior right of Ventas to terminate the Master Lease on the basis of parent level financial covenants. Pursuant to the terms of the Guaranty, the Company may consummate a change of control transaction without the need for consent of Ventas so long as certain objective conditions are satisfied, including the post-transaction guarantor’s maintaining a minimum tangible net worth of at least $600.0 million, having minimum levels of operational experience and reputation in the senior living industry, and paying a change of control fee of $25.0 million to Ventas. The Guaranty removed the prior provisions that would have required that such post-transaction guarantor satisfy a maximum leverage ratio level, that the Company fund additional capital expenditures, and that the Company extend the term upon the occurrence of the change in control transaction. Under the terms of the Guaranty, commencing January 1, 2024 (and until such time (if any) as the Company exercises its lease term extension option with respect to the Master Lease), Ventas shall have the right to terminate the Master Lease (with respect to one or more communities), provided that the trailing twelve month coverage ratio of each such community is less than 0.9x and provided further that the removal and termination of any such communities does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such removal and termination.

On the Effective Date, the Company entered into a Second Amended and Restated Omnibus Agreement with Ventas, which provides that if a default occurs and is continuing under certain other material leases or under certain material financings and if the same continues beyond the permitted cure period or the applicable landlord or lender exercises any material remedies, Ventas shall have the right to transition all or a portion of the communities from the Master Lease to a management arrangement with the Company pursuant to a market management agreement (which is terminable by either party). Notwithstanding the foregoing, Ventas may only transition one or more communities from the Master Lease to a management arrangement if such transition does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such transition.

On the Effective Date, the Company conveyed five owned communities to Ventas in full release and satisfaction of $78.4 million principal amount of indebtedness secured by the communities. Upon closing, the parties entered into new terminable, market rate management agreements pursuant to which the Company manages the communities. The Company also paid to Ventas $115.0 million in cash, released all security deposits to Ventas under the former guaranty (which included the release of a $42.4 million deposit held by Ventas and the payment of $4.2 million in cash as settlement of the amount of letters of credit), and issued a $45.0 million unsecured interest-only promissory note to
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Ventas. The initial interest rate of the promissory note was 9.0% per annum and was subject to increase by 0.50% on each anniversary of the date of issuance. The promissory note was scheduled to mature on the earlier of December 31, 2025 or the occurrence of a change of control transaction (as defined in the Guaranty). In October 2021, the Company repaid the $45.0 million promissory note without premium or penalty.

On the Effective Date, the Company issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all the Company’s classes of capital stock or of the total value of shares of all the Company’s classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), the Company would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require the Company to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Pursuant to the terms of the agreement, the Company filed a shelf registration statement with the SEC with respect to the shares of common stock underlying the Warrant, which was declared effective on August 17, 2020. Ventas is entitled to customary underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.

As a result of the modification of the community leases with Ventas, the Company reduced the carrying amount of lease obligations and assets under leases by $370.0 million and $159.5 million, respectively, in the three months ended September 30, 2020. As the Company's community leases do not contain an implicit rate, the Company utilized its incremental borrowing rate based on information available on the Effective Date to determine the present value of remaining lease payments for the community leases with Ventas. Additionally, the results and financial position of the five communities conveyed to Ventas were deconsolidated from the Company's financial statements prospectively as of the Effective Date. As of the Effective Date, the Warrant was recognized as a component of stockholders’ equity at its estimated fair value of $22.9 million. The Company’s net cash provided by operating activities for the year ended December 31, 2020 includes the $119.2 million one-time cash lease payment made to Ventas in connection with its lease restructuring transaction effective July 26, 2020. See Note 20 for more information regarding the adjustments to the Company’s consolidated balance sheet as a result of this transaction.

Healthpeak CCRC Venture and Master Lease Transactions

On October 1, 2019, the Company entered into definitive agreements, including a Master Transactions and Cooperation Agreement (the "MTCA") and an Equity Interest Purchase Agreement (the "Purchase Agreement"), providing for a multi-part transaction with Healthpeak. The parties subsequently amended the agreements to include one additional entry fee CCRC community as part of the sale of the Company's interest in its unconsolidated entry fee CCRC venture with Healthpeak (the "CCRC Venture") (rather than removing the community from the CCRC Venture for joint marketing and sale). The components of the multi-part transaction included:

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 $289.2 million, net of a $5.9 million post-closing net working capital adjustment paid to Healthpeak during the three months ended June 30, 2020 (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment). The $289.2 million of cash received from Healthpeak is presented within net cash used in investing activities for the year ended December 31, 2020. The Company recognized a $369.8 million gain on sale of assets for the year ended December 31, 2020, and the Company derecognized the net equity method liability for the sale of the ownership interest in the CCRC Venture. 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. The Company recognized $100.0 million of management fee revenue for the three months ended March 31, 2020 for the management termination fee. Prior to the January 31, 2020 closing, the parties moved the remaining two entry fee CCRCs into a new unconsolidated venture on substantially the same terms as the CCRC Venture to accommodate the sale of such two communities.

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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 continued to lease 25 communities from Healthpeak, and the Company acquired 18 formerly leased 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 $405.5 million of cash paid to Healthpeak and $1.7 million of direct acquisition costs are presented within net cash used in investing activities for the year ended December 31, 2020. 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 agreed to terminate the lease for one leased community, which occurred during December 2020. As a result of the lease termination, the Company recognized a $2.3 million gain on lease termination during the year ended December 31, 2020 for the amount by which the lease obligations exceeded the net carrying amount of the Company's assets under the operating lease as of the lease termination date. 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 agreed to make available up to $35.0 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0%. As a result of the community acquisition transaction, the Company recognized a $19.7 million gain on debt extinguishment during the year ended December 31, 2020 and derecognized the $105.1 million carrying amount of financing lease obligations for eight communities which were previously subject to sale-leaseback transactions in which the Company was deemed to have continuing involvement. During March 2020, the Company obtained $30.0 million of additional non-recourse mortgage financing on the acquired communities.

During the year ended December 31, 2021, the new unconsolidated entry fee CCRC venture completed the sale of the two remaining entry fee CCRCs for cash proceeds of $14.0 million, net of associated mortgage debt repayments and transaction costs. Subsequent to the sale transaction, the new unconsolidated entry fee CCRC venture has no continuing operations. During the year ended December 31, 2021, the Company received $8.3 million of cash distributions from the new unconsolidated entry fee CCRC venture and recognized $13.6 million of equity in earnings of unconsolidated ventures for the Company’s proportionate share of the net income of the new unconsolidated entry fee CCRC venture, which was primarily comprised of a gain on sale of assets for the sale of the two remaining entry fee CCRCs. Subsequent to these transactions, the Company has exited substantially all of its entry fee CCRC operations.

5.       Fair Value Measurements

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to their short maturity of 90 days or less.

Marketable Securities

As of December 31, 2021, marketable securities of $182.4 million are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy.

Investment in Unconsolidated Ventures

As of July 1, 2021, the Company recognized a $100.0 million asset within investment in unconsolidated ventures on its consolidated balance sheet for the estimated fair value of its retained 20% noncontrolling interest in the HCS Venture. The initial recognized amount of the Company’s 20% equity interest in the HCS Venture was determined based upon a pro-rata share of the total enterprise value of the HCS Venture considering the $400.0 million purchase price paid by HCA Healthcare, as the Company's 20% interest shares ratably in all of the benefits and losses expected to be generated by the HCS Venture. The fair value measurement is classified within Level 2 of the valuation hierarchy.

Interest Rate Derivatives

The Company's derivative assets include interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable rate debt. The derivative positions are valued using models developed internally by the respective counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and
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are classified within Level 2 of the valuation hierarchy. The Company considers the credit risk of its counterparties when evaluating the fair value of its derivatives.

The following table summarizes the Company's interest rate cap instruments as of December 31, 2021.
(in thousands)
Current notional balance$1,461,665 
Weighted average fixed cap rate4.33 %
Earliest maturity date2022 
Latest maturity date2024 
Estimated asset fair value (included in other assets, net) at December 31, 2021$313 
Estimated asset fair value (included in other assets, net) at December 31, 2020$22 

Debt

The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding long-term debt with a carrying amount of approximately $3.8 billion and $3.9 billion as of December 31, 2021 and 2020, respectively. Fair value of the long-term debt approximates carrying amount in all periods presented. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.

Warrant

On July 26, 2020, the Company issued to Ventas a warrant to purchase up to 16.3 million shares of the Company’s common stock, at a price per share of $3.00. The fair value of this warrant of $22.9 million as of July 26, 2020 was estimated using the Black-Scholes option-pricing model utilizing a stock price volatility assumption of 65% which is considered a Level 2 input of the valuation hierarchy.

Asset Impairment Expense

The following is a summary of asset impairment expense.
For the Years Ended December 31,
(in millions)202120202019
Operating lease right-of-use assets$16.6 $76.3 $10.2 
Property, plant and equipment and leasehold intangibles, net6.4 29.3 27.2 
Investment in unconsolidated ventures— 1.5 — 
Assets held for sale— 0.2 1.3 
Other assets, net— — 10.6 
Asset impairment$23.0 $107.3 $49.3 

Although the Company cannot predict with reasonable certainty the ultimate impacts of the COVID-19 pandemic, the Company concluded that the impacts of the pandemic have adversely affected the Company’s projections of revenue, expense, and cash flow for its senior housing community long-lived assets and constitute an indicator of potential impairment. Accordingly, the Company assessed its long-lived assets for recoverability. Refer to Note 3 for additional information on the COVID-19 pandemic.

In estimating the recoverability of asset groups for purposes of the Company’s long-lived asset impairment testing, the Company utilizes future cash flow projections that are developed internally. Any estimates of future cash flow projections necessarily involve predicting unknown future circumstances and events and require significant management judgments and estimates. In arriving at the cash flow projections, the Company considers its estimates of the impacts of the pandemic, historic operating results, approved budgets and business plans, future demographic factors, expected growth rates, estimated asset holding periods, and other factors.

As of December 31, 2021 and 2020 there was a wide range of possible outcomes as a result of the pandemic, as there was a high degree of uncertainty about its ultimate impact. Management’s estimates of the impact of the pandemic are highly
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dependent on variables that are difficult to predict, as further described in Note 3. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments.

Operating Lease Right-of-Use Assets

During the years ended December 31, 2021, 2020, and 2019, the Company evaluated operating lease right-of-use assets for impairment and identified communities with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified communities and recorded an impairment charge for the excess of carrying amount over fair value. During the year ended December 31, 2021, the Company recognized the right-of-use assets for the operating leases for 11 communities on the consolidated balance sheet at the estimated fair value of $31.0 million. The Company recognized the right-of-use assets for the operating leases for 35 communities on the consolidated balance sheet as of March 31, 2020 at the estimated fair value of $106.7 million. During the three months ended June 30, 2020, the Company recognized the right-of-use assets for the operating leases for nine communities on the consolidated balance sheet at the estimated fair value of $10.3 million. During the three months ended September 30, 2020, the Company recognized the right-of-use assets for the operating leases for two communities on the consolidated balance sheets at the estimated fair value of $3.0 million. During the three months ended December 31, 2020, the Company recognized the right-of-use assets for the operating leases for five communities on the consolidated balance sheet at the estimated fair value of $2.3 million. In the aggregate, the Company recorded a non-cash impairment charge of $16.6 million, $76.3 million, and $10.2 million for the years ended December 31, 2021, 2020, and 2019, respectively, to operating lease right-of-use assets. These impairment charges in 2021 and 2020 are primarily due to the COVID-19 pandemic and the lower than expected operating performance at these communities and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value.

The Company's adoption of ASU 2016-02 resulted in the recognition of the right-of-use assets for the operating leases for 25 communities on the consolidated balance sheet as of January 1, 2019 at the estimated fair value of $56.6 million, and $58.1 million of previously unrecognized right-of-use asset impairments were recognized as a cumulative effect adjustment to accumulated deficit as the Company determined that the long-lived assets of such communities were not recoverable as of such date. See Note 2 for more information regarding the recognition of right-of-use assets for operating leases upon the adoption of ASU 2016-02.

The fair values of the operating lease right-of-use assets were estimated utilizing a discounted cash flow approach based upon projected community cash flows and market data, including management fees and a market supported lease coverage ratio, all of which are considered Level 3 inputs within the valuation hierarchy. The estimated future cash flows were discounted at a rate that is consistent with a weighted average cost of capital from a market participant perspective. The range of discount rates utilized was 9.0% to 12.3%, depending upon the property type, geographical location, and the quality of the respective community.

Property, Plant and Equipment and Leasehold Intangibles, Net

During the years ended December 31, 2021, 2020, and 2019, the Company evaluated property, plant and equipment and leasehold intangibles for impairment and identified properties with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified properties and recorded an impairment charge for the excess of carrying amount over fair value.

The Company recorded property, plant and equipment and leasehold intangibles non-cash impairment charges in its operating results of $6.4 million, $29.3 million, and $27.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. The fair values of the assets of these communities were primarily determined utilizing a discounted cash flow approach or direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements are considered Level 3 measurements within the valuation hierarchy. The range of capitalization rates utilized was 7.0% to 9.0%, depending upon the property type, geographical location, and the quality of the respective community. The Company corroborated the estimated fair values with a sales comparison approach with information observable from recent market transactions. These impairment charges are primarily due to the COVID-19 pandemic, lower than expected operating performance at these properties, or the Company's decision to dispose of assets and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value.

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6.       Revenue

Disaggregation of Revenue

Resident fee revenue by payor source and reportable segment is as follows.
Year Ended December 31, 2021
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$473,740 $1,521,588 $212,981 $601 $2,208,910 
Government reimbursement1,798 68,133 57,362 134,083 261,376 
Other third-party payor programs— — 34,082 39,480 73,562 
Total resident fee revenue$475,538 $1,589,721 $304,425 $174,164 $2,543,848 
Year Ended December 31, 2020
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$510,254 $1,622,117 $235,018 $906 $2,368,295 
Government reimbursement2,344 69,159 59,614 287,512 418,629 
Other third-party payor programs— — 27,251 78,392 105,643 
Total resident fee revenue$512,598 $1,691,276 $321,883 $366,810 $2,892,567 
Year Ended December 31, 2019
(in thousands)Independent LivingAssisted Living and Memory CareCCRCsHealth Care ServicesTotal
Private pay$542,112 $1,748,364 $281,197 $753 $2,572,426 
Government reimbursement2,446 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 

Contract Balances

The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. Additionally, non-refundable community fees are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied.

The Company had total deferred revenue (included within refundable fees and deferred revenue, and other liabilities within the consolidated balance sheets) of $67.5 million and $138.3 million, including $27.5 million and $21.1 million of monthly resident fees billed and received in advance, as of December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company received $87.5 million under the Accelerated and Advance Payment Program administered by CMS, of which $3.1 million and $87.5 million was included in such total deferred revenue as of December 31, 2021 and 2020, respectively. Refer to Note 3 for additional information on such program. Pursuant to the HCS Sale, $63.6 million of such obligations related to the Company's Health Care Services segment were retained by the HCS Venture and therefore derecognized from the Company's consolidated balance sheet. For the years ended December 31, 2021, 2020, and 2019 the Company recognized $60.2 million, $60.6 million, and $94.6 million respectively, of revenue that was included in the deferred revenue balance as of January 1, 2021, 2020, and 2019, respectively. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less.

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The following table presents the changes in allowance for credit losses on accounts receivable for the periods indicated.

For the Years Ended December 31,
(in millions)202120202019
Balance at beginning of period$9.8 $7.8 $7.9 
Provision within facility operating expense21.6 16.7 15.2 
Write-offs(19.2)(16.2)(19.5)
Recoveries and other1.1 1.5 4.2 
Balance at end of period$13.3 $9.8 $7.8 

7.       Property, Plant and Equipment and Leasehold Intangibles, Net

As of December 31, 2021 and 2020, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following.
As of December 31,
(in thousands)20212020
Land$502,610 $505,298 
Buildings and improvements5,262,136 5,215,460 
Furniture and equipment990,006 945,783 
Resident and leasehold operating intangibles303,737 307,071 
Construction in progress51,037 61,491 
Assets under financing leases and leasehold improvements1,609,217 1,523,055 
Property, plant and equipment and leasehold intangibles8,718,743 8,558,158 
Accumulated depreciation and amortization(3,814,451)(3,490,098)
Property, plant and equipment and leasehold intangibles, net$4,904,292 $5,068,060 

Assets under financing leases and leasehold improvements includes $332.3 million and $363.1 million of financing lease right-of-use assets, net of accumulated amortization, as of December 31, 2021 and 2020, respectively. Refer to Note 10 for further information on the Company's financing leases.

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. Refer to Note 5 for information on impairment expense for property, plant and equipment and leasehold intangibles.

For the years ended December 31, 2021, 2020, and 2019, the Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $337.6 million, $359.2 million, and $377.6 million, respectively.

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8.       Goodwill

The following is a summary of the carrying amount of goodwill presented on a reportable segment basis.

December 31, 2021
(in thousands)Gross Carrying AmountDispositions and Other ReductionsAccumulated ImpairmentNet
Independent Living$28,141 $(820)$— $27,321 
Assisted Living and Memory Care605,469 (48,817)(556,652)— 
Total$633,610 $(49,637)$(556,652)$27,321 

December 31, 2020
(in thousands)Gross Carrying AmountDispositions and Other ReductionsAccumulated ImpairmentNet
Independent Living$28,141 $(820)$— $27,321 
Assisted Living and Memory Care605,469 (48,817)(556,652)— 
Health Care Services126,810 — — 126,810 
Total$760,420 $(49,637)$(556,652)$154,131 

The Company's Health Care Services segment had a carrying amount of goodwill of $126.8 million as of December 31, 2020, which was derecognized upon completion of the HCS Sale on July 1, 2021.

9.       Debt

Long-term debt consists of the following.
December 31,
(in thousands)20212020
Fixed mortgage notes payable due 2023 through 2047; weighted average interest rate of 4.14% and 4.18% as of December 31, 2021 and 2020, respectively.
$2,164,115 $2,366,996 
Variable mortgage notes payable due 2022 through 2030; weighted average interest rate of 2.44% and 2.49% as of December 31, 2021 and 2020, respectively.
1,476,943 1,529,935 
Convertible notes payable due October 2026; weighted average interest rate of 2.00% as of December 31, 2021.
230,000 — 
Other notes payable; weighted average interest rate of 8.98% as of December 31, 2020.
— 46,557 
Deferred financing costs, net(29,846)(27,500)
Total long-term debt3,841,212 3,915,988 
Current portion63,125 68,885 
Total long-term debt, less current portion$3,778,087 $3,847,103 

As of December 31, 2021, 94.1%, or $3.6 billion of the Company's total debt obligations represented non-recourse property-level mortgage financings.

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The annual aggregate scheduled maturities (including recurring principal payments) of long-term debt outstanding as of December 31, 2021 are as follows (in thousands).


Year Ending December 31,
Long-term
Debt
Weighted Rate
2022$68,609 3.54 %
2023234,453 3.49 %
2024304,294 4.29 %
2025348,044 2.81 %
2026309,269 2.38 %
Thereafter2,606,389 3.43 %
Total obligations3,871,058 3.37 %
Less amount representing deferred financing costs, net(29,846)
Total$3,841,212 

Convertible Debt Offering

On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). The Company received net proceeds of $224.3 million at closing after the deduction of the initial purchasers' discount. The Company used $15.9 million of the net proceeds to pay the Company’s cost of the capped call transactions described below. Additionally, the Company used the remaining net proceeds together with cash on hand to repay $284.4 million of mortgage debt and a $45.0 million note payable.

The Notes were issued pursuant to, and are governed by, the Indenture dated as of October 1, 2021 by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee. The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of the Company’s indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of current or future subsidiaries of the Company.

The Notes bear interest at 2.00% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2022. The Notes will mature on October 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock of the Company for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock of the Company and the conversion rate for the Notes on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after July 15, 2026, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election.

The conversion rate for the Notes is initially 123.4568 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.10 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called (or deemed called) for redemption during the related redemption period in certain circumstances.
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The Company may not redeem the Notes prior to October 21, 2024. The Company may redeem for cash all or (subject to certain limitations) any portion of the Notes, at the Company's option, on or after October 21, 2024 and prior to the 51st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

The Company has recognized the Notes in their entirety as a liability on the consolidated balance sheet and no portion of the proceeds from the issuance of the convertible debt instrument was accounted for separately as an embedded conversion feature within stockholders’ equity. The Notes were initially recognized at $223.3 million, which reflects $230.0 million principal amount less the $5.7 million initial purchasers' discount and $1.0 million of debt issuance costs.

Capped Call Transactions

In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions ("Capped Call Transactions") with each of Bank of America, N.A., Royal Bank of Canada, Wells Fargo Bank, National Association or their respective affiliates (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Notes and initially have an exercise price of $8.10 per share of common stock. The cap price of the Capped Call Transactions is initially approximately $9.90 per share of the Company’s common stock, representing a premium of 65% above the last reported sale price of $6.00 per share of the Company’s common stock on September 28, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce or offset potential dilution to holders of the Company’s common stock upon conversion of the Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call counterparties and are not part of the terms of the Notes. The Capped Call Transactions had a cost of $15.9 million, which was paid on October 1, 2021 from the proceeds of the Notes. The Company accounted for the Capped Call Transactions separately from the Notes and recognized the $15.9 million cost as a reduction of additional paid-in capital in the year ended December 31, 2021 as the Capped Call Transactions are indexed to the Company’s common stock.

Credit Facilities

On December 11, 2020, the Company entered into a revolving credit agreement with Capital One, National Association, as administrative agent and lender and the other lenders from time to time parties thereto. The agreement provides a commitment amount of up to $80.0 million which can be drawn in cash or as letters of credit. The agreement matures on January 15, 2024. Amounts drawn under the facility will bear interest at 30-day LIBOR plus an applicable margin which was 2.75% as of December 31, 2021. Additionally, a quarterly commitment fee of 0.25% per annum was applicable on the unused portion of the facility as of December 31, 2021. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of the Company’s communities. Available capacity under the facility will vary from time to time based upon borrowing base calculations related to the appraised value and performance of the communities securing the credit facility.

As of December 31, 2021, $72.6 million of letters of credit and no cash borrowings were outstanding under the Company's $80.0 million secured credit facility. The Company also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of December 31, 2021 under which $13.6 million had been issued as of that date.

2021 Financings

On December 17, 2021, the Company obtained $100.0 million of debt secured by the non-recourse first mortgages on 11 communities. The loan bears interest at a variable rate equal to the 30-day Secured Overnight Financing Rate ("SOFR") plus a margin of 215 basis points and matures in January 2025, with the option to extend for two additional terms of one year each.
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2020 Financings

On January 31, 2020, the Company obtained $238.2 million of debt secured by the non-recourse first mortgages on 14 communities, including $192.6 million of non-recourse first mortgage financing on 13 communities acquired from Healthpeak on such date. Seventy percent of the principal amount bears interest at a fixed rate of 3.62%, and the remaining thirty percent of the principal amount bears interest at a variable rate equal to 30-day LIBOR plus a margin of 209 basis points. The debt matures in February 2030. The proceeds from the financing were utilized to fund the acquisition of communities from Healthpeak and repay $33.1 million of outstanding mortgage debt maturing in 2020. Refer to Note 4 for more information about the Company's acquisition of communities from Healthpeak.

On March 19, 2020, the Company obtained $29.2 million of debt secured by the non-recourse first mortgages on seven communities, primarily communities acquired during the three months ended March 31, 2020. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 225 basis points and matures in April 2030.

On March 20, 2020, the Company obtained $30.0 million of debt secured by the non-recourse first mortgage on one community acquired from Healthpeak on January 31, 2020. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 250 basis points and matures in March 2022, with the option to extend for one year subject to certain financial covenants.

On March 31, 2020, the Company obtained $149.3 million of debt secured by the non-recourse first mortgages on 18 communities. Of the total principal, $73.1 million bears interest at a fixed rate of 3.55%, and the remaining $76.2 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 210 basis points. The debt matures in April 2030. The $149.3 million of proceeds from the financing were primarily utilized to repay $136.3 million of outstanding mortgage debt maturing in 2020.

On August 31, 2020, the Company obtained $266.9 million of debt secured by the non-recourse first mortgages on 16 communities, most of which secured the credit facility prior to its termination. Of the total principal, $191.3 million bears interest at a fixed rate of 2.89%, and the remaining $75.6 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 249 basis points. The debt matures in September 2030. The $266.9 million of proceeds from the financing were primarily utilized to repay the outstanding principal amount under the Credit Agreement and to cash collateralize letters of credit.

On September 9, 2020, the Company obtained $220.5 million of debt secured by the non-recourse first mortgages on 27 communities. Of the total principal, $156.5 million bears interest at a fixed rate of 3.18%, and the remaining $64.0 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 254 basis points. The debt matures in October 2030. The $220.5 million of proceeds from the financing were primarily utilized to repay outstanding mortgage debt maturing in 2020 and 2021.

Financial Covenants

Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, the Company's debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of December 31, 2021, the Company is in compliance with the financial covenants of its debt agreements.

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10.       Leases

As of December 31, 2021, the Company operated 299 communities under long-term leases (233 operating leases and 66 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. The Company typically guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.

The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs, property taxes, and insurance. As of December 31, 2021, the weighted average remaining lease term of the Company's operating and financing leases was 5.9 and 5.3 years, respectively. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. For accounting purposes, renewal or extension options are included in the lease term at lease inception or modification when it is reasonably certain that the Company will exercise the option. Generally, renewal or extension options are not included in the lease term for accounting purposes.

The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage.

The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.

As of December 31, 2021, the Company is in compliance with the financial covenants of its long-term leases.

A summary of operating and financing lease expense (including the respective presentation on the consolidated statements of operations) and net cash outflows from leases is as follows.
Years Ended December 31,
Operating Leases (in thousands)
202120202019
Facility operating expense$12,606 $19,241 $18,677 
Facility lease expense174,358 224,033 269,666 
Operating lease expense186,964 243,274 288,343 
Operating lease expense adjustment (1)
23,280 136,276 19,453 
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements(30,965)(22,242)(31,305)
Operating net cash outflows from operating leases$179,279 $357,308 $276,491 

(1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Operating cash flows from operating leases for the year ended December 31, 2020 includes the $119.2 million one-time cash lease payment made to Ventas in connection with the Company's lease restructuring transaction effective July 26, 2020.
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Years Ended December 31,
Financing Leases (in thousands)
202120202019
Depreciation and amortization $30,542 $32,647 $46,646 
Interest expense: financing lease obligations46,282 48,534 66,353 
Financing lease expense$76,824 $81,181 $112,999 
Operating cash outflows from financing leases$46,282 $48,534 $66,353 
Financing cash outflows from financing leases19,874 18,867 22,242 
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement(11,135)(5,603)(3,504)
Total net cash outflows from financing leases$55,021 $61,798 $85,091 

As of December 31, 2021, the weighted average discount rate of the Company's operating and financing leases was 7.2% and 8.0%, respectively.

The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the consolidated balance sheet as of December 31, 2021 are as follows (in thousands).
Year Ending December 31,Operating LeasesFinancing Leases
2022$204,702 $68,101 
2023193,070 68,840 
2024193,796 70,044 
2025191,439 59,413 
202676,228 60,659 
Thereafter206,388 52,881 
Total lease payments1,065,623 379,938 
Purchase option liability and non-cash gain on future sale of property— 418,542 
Imputed interest and variable lease payments(235,105)(244,193)
Total lease obligations$830,518 $554,287 

11.      Accrued Expenses

Accrued expenses reflected within current liabilities on the Company’s consolidated balance sheets consist of the following.
As of December 31,
(in thousands)20212020
Salaries and wages$60,601 $65,310 
Insurance reserves55,309 64,633 
Deferred payroll taxes (Note 3)
31,553 36,336 
Paid time off26,821 37,848 
Real estate taxes25,826 25,495 
Interest11,239 11,453 
Utilities7,430 7,507 
Taxes payable1,978 3,806 
Other34,074 35,463 
Total$254,831 $287,851 



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12.       Investment in Unconsolidated Ventures

As of December 31, 2021, the Company holds a 20% equity interest, and HCA Healthcare owns an 80% interest, in the HCS Venture, and the Company has determined the HCS Venture is a VIE. The Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The Company's interest in the HCS Venture is accounted for under the equity method of accounting. The carrying amount of the Company's investment in the unconsolidated venture and maximum exposure to loss as a result of the Company's ownership interest in the HCS Venture was $62.5 million, which is included in investments in unconsolidated ventures on the accompanying consolidated balance sheet, as of December 31, 2021. As of December 31, 2021, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIE. Refer to Note 4 for information on the formation of the HCS Venture.

13.       Commitments and Contingencies

Litigation

The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at the Company’s communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits.

The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, the Company is subject to various government reviews, audits, and investigations to verify compliance with Medicare and Medicaid programs and other applicable laws and regulations. CMS has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and damage to the Company’s business reputation. The Company’s costs to respond to and defend any such audits, reviews, and investigations may be significant.

In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserted that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. The district court dismissed the lawsuit and entered judgment in favor of the defendants in September 2021, and the plaintiffs did not file an appeal. Between October 2020 and June 2021, alleged stockholders of the Company filed several stockholder derivative lawsuits in the federal courts for the Middle District of Tennessee and the District of Delaware, which was subsequently transferred to the Middle District of Tennessee. The derivative lawsuits are currently pending and assert claims on behalf of the Company against certain current and former officers and directors for alleged breaches of duties owed to the Company. The complaints refer to the securities lawsuit described above and incorporate substantively similar allegations.

Other

The Company has employment or letter agreements with certain officers of the Company and has adopted policies to which certain officers of the Company are eligible to participate, which grant these employees the right to receive a portion or multiple of their base salary, pro-rata bonus, bonus, and/or continuation of certain benefits, for a defined period of time, in the event of certain terminations of the officers' employment, as described in those agreements and policies.

14.       Self-Insurance

The Company obtains various insurance coverages, including general and professional liability and workers compensation programs, from commercial carriers at stated amounts as defined in the applicable policy. The Company's current general and
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professional liability policies provide for deductibles for each claim and contain various exclusions from coverage. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company’s wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. Losses related to self-insured amounts are accrued based on the Company's estimate of expected losses plus incurred but not reported claims.

As of December 31, 2021 and 2020, the Company accrued reserves of $130.7 million and $153.0 million, respectively, under the Company's insurance programs, of which $75.4 million and $88.4 million is classified as other liabilities as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company accrued $14.3 million and $18.0 million, respectively, of estimated amounts receivable from the insurance companies under these insurance programs.

The Company has secured self-insured retention risk under its primary workers' compensation programs with restricted cash deposits of $15.8 million as of both December 31, 2021 and 2020. Letters of credit securing the programs aggregated to $62.1 million and $61.3 million as of December 31, 2021 and 2020, respectively. In addition, the Company also had deposits of $6.5 million and $7.7 million, as of December 31, 2021 and 2020, respectively, to fund claims paid under a high deductible, collateralized insurance policy.

15.       Stock-Based Compensation

The following table sets forth information about the Company's restricted stock awards and restricted stock units.
(in thousands, except value per share and unit)Number of Restricted Stock Units and Stock AwardsWeighted
Average
Grant Date Fair Value
Outstanding on January 1, 20195,756 $11.78 
Granted4,381 7.81 
Vested(1,571)13.71 
Cancelled/forfeited(1,314)11.18 
Outstanding on December 31, 20197,252 9.08 
Granted4,603 6.92 
Vested(2,073)10.19 
Cancelled/forfeited(1,277)8.83 
Outstanding on December 31, 20208,505 7.68 
Granted1,998 5.12 
Vested(2,641)8.40 
Cancelled/forfeited(2,851)6.77 
Outstanding on December 31, 20215,011 6.80 

As of December 31, 2021, there was $20.4 million of total unrecognized compensation cost related to outstanding, unvested share-based compensation awards. That cost is expected to be recognized over a weighted average period of 2.2 years and is based on grant date fair value.

During 2021, grants of restricted stock and restricted stock units under the Company's 2014 Omnibus Incentive Plan were as follows.
(in thousands, except for weighted average amounts)Restricted Stock Unit and Stock Award GrantsWeighted Average Grant Date Fair ValueTotal Grant Date Fair Value
Three months ended March 31, 20211,961 $5.09 $9,988 
Three months ended June 30, 202120 $6.62 $130 
Three months ended September 30, 2021$7.76 $22 
Three months ended December 31, 202114 $6.69 $97 

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Through December 31, 2021, the Company had an employee stock purchase plan for all eligible employees. Under the plan, eligible employees of the Company could purchase shares of the Company's common stock on a quarterly basis at a discounted price through accumulated payroll deductions. Each participating employee could elect to deduct up to 15% of his or her base pay each quarter and no more than 200 shares could be purchased by a participating employee each quarter. Subject to certain limitations specified in the plan, on the last trading date of each calendar quarter, the amount deducted from each participant's pay over the course of the quarter was used to purchase whole shares of the Company's common stock at a purchase price equal to 90% of the closing market price on the New York Stock Exchange on that date. This plan was terminated effective December 31, 2021.

16.       Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units, the Warrant, and the Notes. Refer to Note 4 for information on the Warrant. Refer to Note 9 for information on the issuance of the Notes on October 1, 2021.

The following table summarizes the computation of basic and diluted earnings (loss) per share amounts presented in the consolidated statements of operations.
Years Ended December 31,
(in thousands, except for per share amounts)202120202019
Income attributable to common stockholders:
Net income (loss)$(99,290)$82,019 $(267,931)
Weighted average shares outstanding - basic184,975 183,498 185,907 
Effect of dilutive securities— 888 — 
Weighted average shares outstanding - diluted184,975 184,386 185,907 
Net income (loss) per share attributable to common stockholders - basic$(0.54)$0.45 $(1.44)
Net income (loss) per share attributable to common stockholders - diluted$(0.54)$0.44 $(1.44)

For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the treasury stock method or if-converted method, and performance-based equity awards are included based on the attainment of the applicable performance metrics as of the end of the reporting period. The following potentially outstanding shares of common stock were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because including them would have been antidilutive.
As of December 31,
(in millions)
2021(1)
2020
2019(1)
Non-performance-based restricted stock and restricted stock units4.76.86.4
Performance-based restricted stock and restricted stock units0.31.61.1
Warrant16.3— — 
Notes
38.3— — 
Total59.68.47.5

(1) As a result of the net loss reported for the period, all unvested restricted stock, restricted stock units, and potential shares issuable under the Warrant and the Notes were antidilutive for the period and as such were not included in the computation of diluted weighted average shares outstanding.

As of December 31, 2021, the maximum number of shares issuable upon conversion of the Notes is 38.3 million (after giving effect to additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events).
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17.       Share Repurchase Program

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 the Company's 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 these 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 or consents, 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. The Company temporarily suspended purchases under the share repurchase plan in March 2020 in response to the COVID-19 pandemic.

Repurchases under the share repurchase program were as follows.
For the Years Ended December 31,
(amounts in thousands, except per share amounts)20202019
Total number of shares repurchased3,063 3,005 
Average price paid per share$5.92 $6.56 
Aggregate purchase price$18,123 $19,710 

There were no repurchases under the share repurchase program in 2021. As of December 31, 2021, approximately $44.0 million remains available under the share repurchase program.

18.       Retirement Plans

The Company maintains a 401(k) retirement savings plan for all employees that meet minimum employment criteria. Such plan provides that the participants may defer eligible compensation subject to certain Internal Revenue Code maximum amounts. The Company makes matching contributions in amounts equal to 25.0% of the employee's contribution to such plan, for contributions up to a maximum of 4.0% of eligible compensation. An additional matching contribution of 12.5%, subject to the same limit on eligible compensation, may be made at the discretion of the Company based upon the Company's performance. For the years ended December 31, 2021, 2020, and 2019, the Company's expense for such plan was $4.6 million, $6.2 million, and $8.0 million, respectively.

19.       Income Taxes

The benefit (provision) for income taxes is comprised of the following.
For the Years Ended December 31,
(in thousands)202120202019
Federal:
Current$161 $55 $64 
Deferred9,837 5,840 2,654 
Total federal9,998 5,895 2,718 
State:
Current(1,835)(11,247)(449)
Deferred (included in federal above)— — — 
Total state(1,835)(11,247)(449)
Total$8,163 $(5,352)$2,269 

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A reconciliation of the benefit (provision) for income taxes to the amount computed at the U.S. Federal statutory rate of 21% is as follows.
For the Years Ended December 31,
(in thousands)202120202019
Tax benefit (provision) at U.S. statutory rate$22,565 $(18,348)$56,742 
State taxes, net of federal income tax7,673 (11,909)10,423 
Valuation allowance13,027 27,913 (60,376)
Goodwill derecognition(31,829)— — 
Stock compensation(1,856)(2,118)(2,639)
Officer compensation(1,107)(280)(204)
Meals and entertainment(146)(169)(416)
Other(164)(441)(1,261)
Total$8,163 $(5,352)$2,269 

Significant components of the Company's deferred tax assets and liabilities are as follows.
As of December 31,
(in thousands)20212020
Deferred income tax assets:
Operating loss carryforwards$281,384 $237,728 
Operating lease obligations208,460 322,122 
Financing lease obligations87,992 90,011 
Accrued expenses56,151 96,410 
Intangible assets50,576 60,069 
Tax credits50,415 50,356 
Investment in unconsolidated ventures— 5,105 
Capital loss carryforward2,205 2,263 
Other6,450 8,561 
Total gross deferred income tax asset743,633 872,625 
Valuation allowance(367,963)(380,990)
Net deferred income tax assets375,670 491,635 
Deferred income tax liabilities:
Property, plant and equipment(202,103)(223,703)
Operating lease right-of-use assets(158,237)(277,489)
Investment in unconsolidated ventures(15,051)— 
Total gross deferred income tax liability(375,391)(501,192)
Net deferred tax asset (liability)$279 $(9,557)
As of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards generated in 2017 and prior of approximately $808.7 million and $812.0 million, respectively, which are available to offset future taxable income from 2022 through 2037. Additionally, as of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards generated after 2017 of $335.8 million and $181.1 million, respectively, which have an indefinite life, but with usage limited to 80% of taxable income in any given year. The Company had state capital loss carryforwards of $2.2 million and $2.3 million as of December 31, 2021 and 2020, respectively, which are available to offset future capital gains through 2023. The Company determined that a valuation allowance was required after consideration of the Company's estimated future reversal of existing timing differences as of December 31, 2021 and 2020. The Company does not consider estimates of future taxable income in its determination due to the existence of cumulative historical operating losses. For the years ended December 31, 2021 and 2020, the Company recorded a reduction to the valuation allowance of approximately $13.0 million and $27.9 million, respectively, to reflect the required valuation allowance of $368.0 million and $381.0 million as of December 31, 2021 and 2020, respectively.

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The Company has recorded valuation allowances of $315.3 million and $328.4 million against its federal and state net operating losses as of December 31, 2021 and 2020, respectively. The Company has recorded a valuation allowance against its state capital loss carryforward of $2.2 million as of December 31, 2021. The Company's sale of its ownership interest in the CCRC Venture in 2020 utilized all of the capital loss carryforward for federal tax purposes and a portion of its net operating losses. The Company recorded a decrease in the valuation allowance of $95.2 million for the year ended December 31, 2021 as a result of the HCS Sale that occurred on July 1, 2021, offset by an increase in the valuation allowance of $82.2 million established against current operating losses during the year ended December 31, 2021. The Company also recorded a valuation allowance against federal and state credits of $50.4 million and $50.3 million as of December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the Company had gross tax affected unrecognized tax benefits of $18.1 million and $18.4 million, respectively, of which, if recognized, would result in an income tax benefit recorded in the consolidated statement of operations. Interest and penalties related to these tax positions are classified as tax expense in the Company's consolidated financial statements. Total interest and penalties reserved is $0.1 million as of both December 31, 2021 and 2020. As of December 31, 2021, the Company's tax returns for years 2017 through 2020 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination. The Company does not expect that unrecognized tax benefits for tax positions taken with respect to 2021 and prior years will significantly change in 2022.

A reconciliation of the unrecognized tax benefits is as follows.
For the Years Ended December 31,
(in thousands)20212020
Balance at beginning of period$18,385 $18,326 
Additions for tax positions related to the current year— — 
Additions (reductions) for tax positions related to prior years(296)59 
Balance at end of period$18,089 $18,385 

20.       Supplemental Disclosure of Cash Flow Information
(in thousands)For the Years Ended December 31,
Supplemental Disclosure of Cash Flow Information:202120202019
Interest paid$188,791 $204,696 $244,469 
Income taxes paid, net of refunds$5,923 $8,878 $1,534 
Capital expenditures, net of related payables:
Capital expenditures - non-development, net$137,410 $139,592 $235,797 
Capital expenditures - development, net3,208 13,667 24,595 
Capital expenditures - non-development - reimbursable42,100 27,846 34,809 
Trade accounts payable(6,061)4,766 8,891 
Net cash paid$176,657 $185,871 $304,092 
Acquisition of communities from Healthpeak:
Property, plant and equipment and leasehold intangibles, net$— $286,734 $— 
Operating lease right-of-use assets— (63,285)— 
Financing lease obligations— 129,196 — 
Operating lease obligations— 74,335 — 
Loss (gain) on debt modification and extinguishment, net— (19,731)— 
Net cash paid$— $407,249 $— 
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Master Agreement with Ventas:
Property, plant and equipment and leasehold intangibles, net$— $(66,444)$— 
Operating lease right-of-use assets— (153,213)— 
Other assets, net— (42,354)— 
Long-term debt— 34,053 — 
Financing lease obligations— 7,077 — 
Operating lease obligations— 362,944 — 
Additional paid-in-capital— (22,883)— 
Net cash paid$— $119,180 $— 
Proceeds from HCS Sale, net:
Accounts receivable, net$(57,582)$— $— 
Property, plant and equipment and leasehold intangibles, net(1,806)— — 
Operating lease right-of-use assets(8,145)— — 
Investments in unconsolidated ventures100,000 — — 
Goodwill(126,810)— — 
Prepaid expenses and other assets, net(32,963)— — 
Trade accounts payable1,387 — — 
Accrued expenses25,226 — — 
Refundable fees and deferred revenue57,314 — — 
Operating lease obligations8,145 — — 
Other liabilities9,165 — — 
Loss (gain) on sale of assets, net(286,489)— — 
Net cash received$(312,558)$— $— 
Acquisition of other assets, net of related payables and cash received:
Property, plant and equipment and leasehold intangibles, net$— $684 $44 
Other intangible assets, net— — 453 
Financing lease obligations— 64,260 — 
Net cash paid$— $64,944 $497 
Proceeds from sale of CCRC Venture, net:
Investments in unconsolidated ventures$— $(14,848)$— 
Current portion of long-term debt— 34,706 — 
Other liabilities— 60,748 — 
Loss (gain) on sale of assets, net— (369,831)— 
Net cash received$— $(289,225)$— 
Proceeds from sale of other assets, net:
Prepaid expenses and other assets, net$(1,983)$(1,318)$(4,422)
Assets held for sale(16,166)(34,348)(79,054)
Property, plant and equipment and leasehold intangibles, net(878)(938)(379)
Investments in unconsolidated ventures— — (156)
Other liabilities(75)(786)(1,479)
Loss (gain) on sale of assets, net(2,346)(4,701)(7,245)
Net cash received$(21,448)$(42,091)$(92,735)
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Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
For the Years Ended December 31,
2021
2020
2019
Assets designated as held for sale:
Assets held for sale$3,612 $7,935 $28,608 
Property, plant and equipment and leasehold intangibles, net(3,612)(7,935)(28,608)
Net$— $— $— 
Healthpeak master lease modification:
Property, plant and equipment and leasehold intangibles, net$— $(57,462)$— 
Operating lease right-of-use assets— 88,044 — 
Financing lease obligations— 70,874 — 
Operating lease obligations— (101,456)— 
Net$— $— $— 
Other non-cash lease transactions, net:
Prepaid expenses and other assets, net$— $— $(636)
Property, plant and equipment and leasehold intangibles, net4,056 10,707 (1,963)
Operating lease right-of-use assets17,197 (7,941)18,148 
Operating lease obligations(17,197)15,126 (18,206)
Financing lease obligations(4,056)(15,483)— 
Other liabilities— (77)(731)
Loss (gain) on facility operating lease termination, net — (2,332)3,388 
Net$— $— $— 

During 2019, the Company and its venture partner contributed cash in an aggregate amount of $13.3 million to a consolidated venture which owns two senior housing communities as of December 31, 2021. The Company obtained a $6.6 million promissory note receivable from its venture partner secured by a 50% equity interest in the venture in a non-cash exchange for the Company funding the $13.3 million aggregate contribution in cash. At the closing of the sale of a senior housing community during 2019 by the consolidated venture, the consolidated venture distributed $6.3 million to the partners with the Company receiving a $3.1 million repayment on the promissory note in a non-cash exchange.

Refer to Note 2 for a schedule of the non-cash adjustments to the Company's consolidated balance sheet as of January 1, 2019 as a result of the adoption of new accounting standards.
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Restricted cash consists principally of deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs, escrow deposits for real estate taxes, property insurance, and capital expenditures, and debt service reserve accounts required by certain lenders under mortgage debt agreements. The components of restricted cash are as follows.
 December 31,
(in thousands)20212020
Current:  
Real estate tax and property insurance escrows$16,272 $17,465 
Replacement reserve escrows9,756 9,465 
Resident deposits93 253 
Other724 876 
Subtotal26,845 28,059 
Long term:  
Insurance deposits30,932 21,903 
Debt service reserve18,053 17,784 
CCRCs escrows15,346 15,329 
Letters of credit collateral107 1,653 
Subtotal64,438 56,669 
Total$91,283 $84,728 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sums to the total of the same such amounts shown in the consolidated statements of cash flows.
December 31,
(in thousands)20212020
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$347,031 $380,420 
Restricted cash26,845 28,059 
Long-term restricted cash64,438 56,669 
Total cash, cash equivalents, and restricted cash$438,314 $465,148 

21.       Segment Information

As of December 31, 2021, the Company has three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Prior to July 1, 2021, the Company had an additional reportable segment, Health Care Services. On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment, as described in Note 4. For periods beginning July 1, 2021, the results and financial position of its Health Care Services segment were deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting as of that date.

As of December 31, 2021, the Company's Management Services operating segment is no longer identified as a reportable segment as a result of the reduction in the number of communities it manages, which has reduced the operating segment's revenue, operating income, and assets below the reporting threshold. Management services operations are reported within the All Other category. All prior period segment disclosures reflect this reportable segment change.

Independent Living. The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs.
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Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for the Company's residents. The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias.

CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus or within the immediate area.

All Other. All Other includes communities operated by the Company pursuant to management agreements. Under the management agreements for these communities, the Company receives management fees as well as reimbursement of expenses it incurs on behalf of the owners.

Health Care Services. The Company's former Health Care Services segment included the home health, hospice, and outpatient therapy services provided to residents of many of its communities and to seniors living outside its communities. The Health Care Services segment did not include the skilled nursing and inpatient healthcare services provided in the Company's skilled nursing units, which are included in the Company's CCRCs segment.

The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies in Note 2.

The following table sets forth selected segment financial data.
For the Years Ended December 31,
(in thousands)202120202019
Revenue and other operating income:
Independent Living (1)(2)
$477,050 $524,421 $544,558 
Assisted Living and Memory Care (1)(2)
1,595,684 1,753,861 1,815,938 
CCRCs (1)(2)
306,213 340,337 402,175 
All Other (3)
202,043 531,879 847,157 
Health Care Services (1)(2)
177,269 389,697 447,260 
Total revenue and other operating income$2,758,259 $3,540,195 $4,057,088 
Segment operating income:(4)
Independent Living$146,108 $182,813 $203,741 
Assisted Living and Memory Care294,320 428,601 518,636 
CCRCs34,109 53,180 72,072 
All Other20,598 130,690 57,108 
Health Care Services5,816 1,863 24,987 
Total segment operating income500,951 797,147 876,544 
General and administrative expense (including non-cash stock-based compensation expense)184,916 206,575 219,289 
Facility operating lease expense:
Independent Living42,162 60,445 81,680 
Assisted Living and Memory Care111,117 137,900 157,823 
CCRCs15,932 20,406 24,248 
Corporate and All Other5,147 5,282 5,915 
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Depreciation and amortization:
Independent Living74,922 70,803 81,745 
Assisted Living and Memory Care200,677 224,790 222,574 
CCRCs37,891 38,426 44,163 
Corporate and All Other23,783 24,458 28,704 
Health Care Services340 749 2,247 
Asset impairment:
Independent Living3,483 31,317 1,812 
Assisted Living and Memory Care14,384 61,640 32,229 
CCRCs4,790 12,413 4,983 
Corporate and All other346 1,938 2,664 
Health Care Services— — 7,578 
Loss (gain) on facility operating lease termination, net(2,003)(2,303)3,388 
Income (loss) from operations$(216,936)$(97,692)$(44,498)
Total interest expense:
Independent Living$45,209 $44,682 $46,713 
Assisted Living and Memory Care121,785 134,015 166,097 
CCRCs18,756 19,928 27,426 
Corporate and All Other9,390 10,154 8,105 
$195,140 $208,779 $248,341 
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
Independent Living$36,992 $47,889 $78,831 
Assisted Living and Memory Care105,177 90,354 157,845 
CCRCs19,086 18,709 33,535 
Corporate and All Other21,463 23,638 24,506 
Health Care Services— 515 484 
$182,718 $181,105 $295,201 

As of December 31,
(in thousands)20212020
Total assets:
Independent Living$1,349,341 $1,419,838 
Assisted Living and Memory Care3,601,144 3,787,611 
CCRCs693,386 738,121 
Corporate and All Other766,596 723,010 
Health Care Services— 233,178 
Total assets$6,410,467 $6,901,758 

(1)All revenue and other operating income is earned from external third parties in the United States.
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(2)Includes other operating income recognized for the credits or grants pursuant to the employee retention credit, Provider Relief Fund, and other government sources, as described in Note 3. Allocations to the applicable segment generally reflect the credits earned by the segment, the segment’s receipt and acceptance of the grant, or the segment’s proportional utilization of the grant. Other operating income by segment is as follows.
For the Years Ended December 31,
(in thousands)20212020
Independent Living1,512 $11,823 
Assisted Living and Memory Care5,963 62,585 
CCRCs1,788 18,454 
Health Care Services3,105 22,887 
Total other operating income$12,368 $115,749 
(3)All Other revenue and other operating income includes management fees and reimbursements of costs incurred on behalf of managed communities. For the years ended December 31, 2021, 2020, and 2019, revenue and other operating income includes $17.2 million, $67.2 million, and $329.9 million of revenue earned from unconsolidated ventures in which the Company had or has an ownership interest.
(4)Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities.

118


SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2021
(In thousands)
Additions
DescriptionBalance at beginning of periodCharged to costs and expensesCharged to other accountsDeductionsBalance at end of period
Deferred Tax Valuation Allowance:
Year ended December 31, 2019$336,417 $60,376 (1)$13,790 (2)$(1,680)$408,903 
Year ended December 31, 2020$408,903 $(27,913)(3)$— $— $380,990 
Year ended December 31, 2021$380,990 $(13,027)(4)$— $— $367,963 

(1) Additional valuation allowance for federal and state net operating losses.

(2) Additional valuation allowance charged to accumulated deficit upon the adoption of ASC 842.

(3) Reduction of valuation allowance for federal and state net operating losses.

(4) Reduction of valuation allowance for federal and state net operating losses and credits.


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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

Management's Assessment of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.

Based on the Company's evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021. Management reviewed the results of their assessment with our Audit Committee. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K and incorporated herein by reference.

Internal Control Over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information

None.

Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.
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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

To the extent not set forth herein, the information required by this item is incorporated by reference from the discussions under the headings "Election of Directors," "Corporate Governance," and "Executive Officers" in our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC by May 2, 2022.

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all employees, directors, and officers, including our principal executive officer, our principal financial officer, our principal accounting officer or controller, or persons performing similar functions, as well as a Code of Ethics for Chief Executive and Senior Financial Officers, which applies to our President and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Treasurer, both of which are available on our website at www.brookdale.com/investor. Any amendment to, or waiver from, a provision of such codes of ethics granted to a principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, or to any executive officer or director, will be posted on our website.

Item 11.    Executive Compensation

The information required by this item is incorporated by reference from the discussions under the headings "Director Compensation" and "Executive Compensation" in our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC by May 2, 2022.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

To the extent not set forth herein, the information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading "Stock Ownership Information" in our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC by May 2, 2022.

The following table provides certain information as of December 31, 2021 with respect to our equity compensation plans (after giving effect to shares issued and/or vesting on such date).

Equity Compensation Plan Information
Number of securities to be issued upon exercise of outstanding options, warrants, and rightsWeighted average exercise price of outstanding options, warrants, and rightsNumber 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)
$3,591,609 $— $9,915,422 
Equity compensation plans not approved by security holders (3)
35,936
Total$3,591,609 $9,951,358 

(1)The table above includes 106,612 shares issuable pursuant to vested restricted stock units; 3,411,160 shares potentially issuable pursuant to unvested restricted stock units, including 81,676 shares that may be issued for performance achievement in excess of target; and 73,837 shares that may be issued pursuant to unvested performance-based restricted stock awards for performance achievement in excess of target. Pursuant to SEC guidance, the table above excludes an aggregate of 1,549,059 shares of unvested restricted stock that were outstanding under our 2014 Omnibus Incentive Plan as of December 31, 2021. 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 9,915,422 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan, excluding those reported in column (a). Effective December 31, 2021 the Associate Stock Purchase Plan was terminated.
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(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

The information required by this item regarding director independence is incorporated by reference from the discussion under the heading "Director Independence" in our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC by May 2, 2022.

Certain Relationships and Related Transactions

Our Board of Directors has adopted a written Policy and Procedures with Respect to Related Person Transactions (the "Related Person Policy"). Pursuant to the terms of the Related Person Policy, we will enter into or ratify related person transactions only when the Audit Committee determines that the transaction in question is in, or is not inconsistent with, the best interests of the Company and our stockholders.

The Related Person Policy covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest.

A "Related Person", as defined in the Related Person Policy, means any person who is, or at any time since the beginning of the Company’s last year was, a director or executive officer of the Company or a nominee to become a director of the Company; any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

The Related Person Policy also requires Audit Committee pre-approval of proposed charitable contributions, or pledges of charitable contributions, by the Company to a charitable or non-profit organization for which a Related Person is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity.

Except as set forth below, since December 31, 2020, there have not been any related person transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ventas, Inc. ("Ventas") holds a warrant (the "Warrant") to purchase 16.3 million shares of our common stock at a price per share of $3.00, which is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. We issued the Warrant to Ventas in connection with restructuring our lease arrangements with Ventas on July 26, 2020, as further described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." Since Ventas has the right to acquire such shares of common stock within 60 days, Ventas is deemed to beneficially own more than 5% of our outstanding common stock under Exchange Act rules and is therefore a Related Person.

We have a long-standing community leasing relationship with Ventas, which is currently our largest lessor. Accordingly, we have several commercial agreements with Ventas that involve amounts greater than $120,000. With respect to the period beginning January 1, 2021, such agreements included the following.

We continued to lease 120 communities and perform ancillary obligations under the Amended and Restated Master Lease and Security Agreement dated July 26, 2020, as amended by Amendment No. 1 dated April 15, 2021 and Amendment No.
122


2 dated July 12, 2021 (the "Master Lease"). Under the Master Lease, for the year ended December 31, 2021, we paid $101.1 million of cash facility lease payments to Ventas, received $21.5 million of lessor reimbursements from Ventas for capital expenditure projects, and we reimbursed $1.1 million to Ventas for payment of real estate and gross receipts taxes on our behalf.

During the year ended December 31, 2021, we repaid without interest or penalty the $45.0 million promissory note issued to Ventas in connection with restructuring our lease arrangements with Ventas on July 26, 2020. During the year, we paid $3.2 million of interest on the note.

We continued to manage eight communities on behalf of Ventas pursuant to management agreements entered into during or prior to 2020, including five agreements entered into in connection with restructuring our lease arrangements with Ventas on July 26, 2020. The management agreements provide periodic management fee payments to us as a percentage of revenue and reimbursement for costs and expense related to such communities. During the year ended December 31, 2021, we received approximately $1.7 million of management fees and were reimbursed for approximately $27.6 million of costs and expenses pursuant to such management agreements.

Ventas and its permitted transferees are entitled to certain customary registration rights with respect to the Warrant pursuant to the Registration Rights Agreement dated as of July 26, 2020, including underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.

The Audit Committee has reviewed and approved or ratified the foregoing transactions, including the ongoing obligations thereunder.

Item 14.    Principal Accounting Fees and Services

The information required by this item is incorporated by reference from the discussion under the heading "Ratification of Appointment of Independent Registered Public Accounting Firm for 2022" in our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC by May 2, 2022.

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PART IV

Item 15.        Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

1)Our Audited Consolidated Financial Statements

Report of the Independent Registered Public Accounting Firm

Report of the Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020, and 2019

Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020, and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019

Notes to Consolidated Financial Statements

Schedule II – Valuation and Qualifying Accounts

2)    Exhibits:
Exhibit No.
Description
2.1
3.1
3.2
4.1
4.2
4.3
4.4
10.1.1
10.1.2


124


10.1.3


10.1.4
10.1.5
10.1.6
10.1.7
10.2
10.3
10.4.1
10.4.2
10.4.3
10.5
10.6
10.7
10.8
10.9
10.10

125


10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
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, 2021, formatted in Inline XBRL (included in Exhibit 101).

*    Management Contract or Compensatory Plan

†    Schedules and exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

††    Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Item 16.        Form 10-K Summary

None.

126


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BROOKDALE SENIOR LIVING INC.
 
By:/s/ Lucinda M. Baier 
Name:Lucinda M. Baier 
Title:President and Chief Executive Officer 
Date:February 15, 2022 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
   
/s/ Guy P. SansoneNon-Executive Chairman of the BoardFebruary 15, 2022
Guy P. Sansone
/s/ Lucinda M. BaierPresident, Chief Executive Officer and DirectorFebruary 15, 2022
Lucinda M. Baier(Principal Executive Officer)
  
/s/ Steven E. SwainExecutive Vice President and Chief Financial OfficerFebruary 15, 2022
Steven E. Swain(Principal Financial Officer)
  
/s/ Dawn L. KussowSenior Vice President and Chief Accounting OfficerFebruary 15, 2022
Dawn L. Kussow(Principal Accounting Officer)
  
/s/ Jordan R. AsherDirectorFebruary 15, 2022
Jordan R. Asher
/s/ Marcus E. BromleyDirectorFebruary 15, 2022
Marcus E. Bromley
  
/s/ Frank M. BumsteadDirectorFebruary 15, 2022
Frank M. Bumstead
  
/s/ Victoria L. FreedDirectorFebruary 15, 2022
Victoria L. Freed
/s/ Rita Johnson-MillsDirectorFebruary 15, 2022
Rita Johnson-Mills
  
/s/ Denise W. WarrenDirectorFebruary 15, 2022
Denise W. Warren
/s/ Lee S. WielanskyDirectorFebruary 15, 2022
Lee S. Wielansky

127
Exhibit 10.4.3
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
BROOKDALE SENIOR LIVING INC.
2014 OMNIBUS INCENTIVE PLAN

The Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan, as amended by Amendment No. 1 dated effective February 12, 2020 (the “Plan”), is hereby amended, effective January 26, 2022, as follows:

1.Amendment. Section 4(b)(2) of the Plan shall be amended and replaced in its entirety with the following:

“(2) no individual who is a Covered Officer will be granted (A) Restricted Shares, Restricted Stock Units, unrestricted Shares, Performance Awards or Other Stock-Based Awards for more than 1,200,000 Shares during any fiscal year or (B) an Award denominated in cash in excess of $3,000,000 during any fiscal year.”

2.Miscellaneous. Except as set forth in the foregoing Section 1, the Plan shall remain in full force and effect. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan.

Exhibit 10.17





BROOKDALE SENIOR LIVING INC.
AMENDED AND RESTATED
TIER I SEVERANCE PAY POLICY




As amended and restated effective February 10, 2022




TABLE OF CONTENTS
Page
Section 1.    Purpose of the Policy
Section 2.    Eligible Employees
Section 3.    Definitions
Section 4.    Severance Pay and Severance Benefits
Section 5.    Payment of Severance Pay and Severance Benefits
Section 6.    Section 409A
Section 7.    Waiver and Release
Section 8.    Restrictive Covenants
Section 9.    Policy Administration
Section 10.    Claims Procedure
Section 11.    Long-Term Incentive Awards
Section 12.    280G
Section 13.    No Assignment
Section 14.    No Employment Rights
Section 15.    Policy Funding
Section 16.    Survival of Policy Upon a Change in Control
Section 17.    Applicable Law
Section 18.    Severability
Section 19.    Policy Year
Section 20.    Amendment/Termination of Policy
Section 21.    Recovery of Payments Made by Mistake
Section 22.    Representations Contrary to the Policy
Section 23.    ERISA
Section 24.    Cooperation
Section 25.    Miscellaneous Provisions
Section 26.    No Duplication of Severance Pay or Benefits; Effect on Certain Prior
                        Agreements




BROOKDALE SENIOR LIVING INC.
AMENDED AND RESTATED
TIER I SEVERANCE PAY POLICY

This Brookdale Senior Living Inc. Amended and Restated Tier I Severance Pay Policy (hereinafter, the “Policy”) is adopted by Brookdale Senior Living Inc. (the “Company”) effective as of the 10th day of February, 2022 upon approval by written resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company for the benefit of a select group of management and highly compensated employees of the Company who are eligible to participate as described herein.
This Policy amends and restates in its entirety that certain Amended and Restated Tier I Severance Pay Policy dated effective April 15, 2018, as previously amended by Amendment No. 1 dated January 29, 2020.
Section 1. Purpose of the Policy
The purpose of the Policy is to ensure that all eligible employees are given assurance of a determinable amount of Severance Pay and/or Severance Benefits in the event of a Separation from Service under the conditions specified in this Policy.
Section 2. Eligible Employees
(a)The Policy is applicable to each of those employees of the Company and its Subsidiaries, other than the Company’s Chief Executive Officer, who is an officer of the Company and either: (i) holds a title of Executive Vice President or higher; or (ii) does not hold such a title but is designated by the Board or the Committee as eligible to participate in the Policy (in either case, an “Eligible Employee”).
(b)The Board or the Committee may from time to time designate officers for participation in the Policy as an Eligible Employee pursuant to Section 2(a)(ii), or, subject to Section 20 of the Policy, remove such previously designated officers from participation as an Eligible Employee, in each case by written resolution, which designation or removal shall be communicated to such officer(s).
Section 3. Definitions
(a)“Affiliate” means an affiliate of the Company (or other referenced entity, as the case may be) as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act (the “Exchange Act”). For purposes of determining whether an Eligible Employee has had a Separation from Service, Section 1.409A-1(h)(3) of the Treasury Regulations shall determine whether an Affiliate is a “service recipient” under Code Section 409A.
(b)“Cause” shall mean and be limited to the following:
(i)conviction of, guilty plea concerning or confession of any felony;
(ii)any act of fraud, theft or embezzlement committed by the Eligible Employee in connection with the Company’s or its Subsidiaries’ business,
(iii)any material breach of any reasonable and lawful rule or directive of the Company;



(iv)the gross or willful neglect of duties or gross misconduct by the Eligible Employee; or
(v)the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board’s good faith determination materially interferes with the performance of the Eligible Employee’s duties to the Company.
(c)“Change in Control” shall be deemed to have occurred if:
(i)any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or any of its Affiliates) representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities;
(ii)the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on June 5, 2014, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on June 5, 2014 or whose appointment, election or nomination for election was previously so approved or recommended;
(iii)there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (a) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (b) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.
Notwithstanding the foregoing, (i) a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (ii) for each amount due hereunder that constitutes deferred compensation under Section 409A of the Code, and solely to the extent required to avoid accelerated taxation and/or tax penalties under Section
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409A of the Code, a Change in Control shall be deemed to have occurred under this Policy with respect to such amount only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code, subject to an increases in the percentages provided hereunder as those provided for in Treasury Regulation 1.409A-3(i)(5).
(d)“Claim” shall mean any request for Severance Pay under the Policy, which Claim shall be deemed to be made on the date of an Eligible Employee’s Separation from Service. Any claim for Severance Benefits shall be made and determined in accordance with the terms of the applicable health plan pursuant to which such benefits are provided.
(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
(f)“Disability” shall mean, as determined by the Board in good faith, of an Eligible Employee’s inability, due to disability or incapacity, to perform all of the Eligible Employee’s duties on a full-time basis for (i) periods aggregating one hundred eighty (180) days, whether or not continuous, in any continuous period of three hundred and sixty five (365) days or, (ii) where the Eligible Employee’s absence is adversely affecting the performance of the Company in a significant manner, periods greater than ninety (90) days and the Eligible Employee is unable to resume the Eligible Employee’s duties on a full time basis within ten (10) days of receipt of written notice of the Board’s determination under this clause (ii).
(g)“Good Reason” means the occurrence, without the express prior written consent of an Eligible Employee, of any of the following circumstances, unless such circumstances are fully corrected by the Company within thirty (30) days following written notification by the Eligible Employee (which written notice must be delivered within ninety (90) days of the occurrence of such circumstances) that the Eligible Employee intends to terminate the Eligible Employee’s employment for one of the reasons set forth below:
(i)the failure by the Company to pay to the Eligible Employee any material portion of the Eligible Employee’s base salary or bonus within thirty (30) days of the date such compensation is due; or
(ii)the relocation of the Eligible Employee’s principal office at the Company to a location outside a fifty (50) mile radius from the Eligible Employee’s principal office location with the Company immediately prior to a Change in Control; or
(iii)the Eligible Employee is assigned duties, compensation or responsibilities that are materially and significantly reduced with respect to the scope or nature of his/her duties, compensation and/or responsibilities in effect immediately prior to a Change in Control.
The right to effect a Separation from Service for Good Reason must be exercised by an Eligible Employee within six (6) months following the initial existence of the condition that constitutes Good Reason, otherwise the right to a Separation from Service on the basis of that condition shall be deemed to have been waived.
(h)“Notice” shall mean any notice required under the Policy; which notice shall be in writing. Notice hereunder shall be deemed to have been given when delivered in person to the Company or an Eligible Employee; or actually received by the Company or an Eligible Employee after being transmitted by facsimile to the Company or an Eligible Employee; or, deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, addressed to the Company or an Eligible Employee at their respective last known
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principal business address, and thereafter actually received by the Company or an Eligible Employee. The burden to prove timely delivery to and receipt by the other party shall be on the party giving notice.
(i)“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company, its Affiliates or any of their respective subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(j)“Policy Administrator” shall mean the Company, or the Person(s), committee or other group designated by the Company to serve as Policy Administrator.
(k)“Qualifying Separation from Service” shall mean the Eligible Employee’s Separation from Service with the Company either (i) initiated by the Company without Cause or (ii) as a result of the Eligible Employee’s voluntary Separation from Service for Good Reason within eighteen (18) months following a Change in Control. A Qualifying Separation from Service shall not include a Separation from Service initiated by the Company by reason of Cause, or as a result of the Eligible Employee’s voluntary resignation, retirement, death or Disability except as provided in Section 3(k)(ii) above.
(l)“Release” shall mean the Waiver and Release which an Eligible Employee is required to provide the Company in accordance with Section 7 of the Policy.
(m)“Separation from Service” shall mean an Eligible Employee’s cessation of services to the Company and/or its Subsidiaries and/or its Affiliates. For purposes of this Policy, an Eligible Employee is treated as continuing in employment with the Company while the Eligible Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the Eligible Employee retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence shall constitute a bona fide leave of absence only if there is a reasonable expectation an Eligible Employee will return to perform services for the Company following such leave. If the period of leave exceeds six (6) months and an Eligible Employee does not retain a right to reemployment under an applicable statute or by contract, the Eligible Employee will be deemed to have a Separation from Service on the first date immediately following such six (6) month period. Notwithstanding the foregoing, if (i) a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months and (ii) such impairment causes an Eligible Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, then a twenty-nine (29) month period of absence shall be substituted for the six (6) month period described above. For purposes of this Policy, an Eligible Employee shall be deemed to have experienced a Separation from Service on any date the Eligible Employee’s level of bona fide services performed for the Company decreases to a level equal to twenty percent (20%) or less of the average level of services rendered by the Eligible Employee during the thirty-six (36) month period ending on such date or the full period of services rendered by the Eligible Employee for the Company if the Eligible Employee has been providing services to the Company for less than thirty-six (36) months as of such date. Whether a Separation from Service has occurred will be determined in accordance with Treasury Regulation 1.409A-1(h), or any successor thereto.
(n)“Subsidiary” means any corporation or other entity in a chain of corporations or other entities (beginning with the Company and ending with the Subsidiary to
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which the service provider provides direct services on the date of grant of the Award) in which each corporation or other entity has a “controlling interest” in another corporation or other entity in the chain. For purposes of determining whether an Eligible Employee has had a Separation from Service, Section 1.409A-1(h)(3) of the Treasury Regulations shall determine whether a Subsidiary is a Service Recipient under Code Section 409A.
Section 4. Severance Pay and Severance Benefits
(a)Severance Pay. In the event that (i) an Eligible Employee’s employment is terminated as a result of a Qualifying Separation from Service and (ii) the Eligible Employee timely provides the Company with an enforceable Release in accordance with Sections 5 and 7 of the Policy which is acceptable to the Company in its sole discretion (and the Eligible Employee otherwise complies with the requirements of this Policy, including the requirements of Sections 8(a) and 8(b)), the Company shall pay to the Eligible Employee and provide the Eligible Employee the following Severance Pay:
(i)If Separation from Service by the Company without Cause:
(1)One hundred percent (100%) of the sum of (x) the Eligible Employee’s annual salary at the current rate of base salary in effect at the Separation from Service and (y) the Eligible Employee’s target annual bonus for the year of Separation from Service; and
(2)a portion of the Eligible Employee’s annual bonus (to the extent earned under the terms of the applicable bonus plan based on performance, but without regard to any requirement of continued employment) for the year of Separation from Service, pro-rated based on the number of days the Eligible Employee was employed by the Company during such year, payable on the date on which an Eligible Employee’s annual bonus is due to be paid under the terms of the applicable bonus plan with regard to the year of Separation from Service.
(ii)If Separation from Service by the Company without Cause or by an Eligible Employee with Good Reason (including an employee who was otherwise an Eligible Employee immediately before the occurrence of circumstances giving rise to Good Reason) within eighteen (18) months following a Change in Control:
(1)One hundred and fifty percent (150%) of the sum of (x) the Eligible Employee’s annual salary at the current rate of base salary in effect at the Separation from Service (or, if greater, immediately before the occurrence of circumstances giving rise to Good Reason) and (y) the Eligible Employee’s target annual bonus for the year of Separation from Service (or, if greater, the target annual bonus immediately before the occurrence of circumstances giving rise to Good Reason); and
(2)a portion of the Eligible Employee’s target annual bonus for the year of Separation from Service, pro-rated based on the number of days the Eligible Employee was employed by the Company during such year.
(b)Severance Benefits. In the event of a Qualifying Separation from Service, an Eligible Employee shall be eligible to elect COBRA continuation benefits pursuant to Section 4980B of the Code and Section 601, et. seq. of ERISA (“COBRA”) under the Company’s medical plan (including dependent coverage where applicable) in accordance with the terms of the applicable plan, as such plan may be amended from time to time (the “Severance Benefits”). If the Eligible Employee elects to continue health insurance coverage through COBRA, the
5


Company will continue to pay for current coverage (minus the amount of the then-applicable employee contribution portion) through the conclusion of the severance pay period set forth in the first sentence of Section 5 for a Qualifying Separation from Service under Section 4(a)(i) or for eighteen (18) months following a Qualifying Separation from Service under Section 4(a)(ii) (exclusive of any tax consequences to the recipient(s) on resulting coverage or benefits) as if the Eligible Employee were still an active employee of the Company. For the avoidance of doubt, any Severance Benefits paid during any period following Eligible Employee’s Separation from Service shall run concurrently with the applicable COBRA continuation period and the Eligible Employee shall be solely responsible for the full cost of any health premiums for the continuation of COBRA coverage which may extend past such period, if any. Notwithstanding the foregoing, the Eligible Employee’s Severance Benefits coverage shall end earlier than the foregoing applicable period as follows (A) the date of any material breach of the provisions of this Policy by the Eligible Employee, or (B) the date the Eligible Employee first becomes eligible for medical coverage under another plan, program or other arrangement of any type or description, without regard to whether the Eligible Employee neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement. The Eligible Employee shall provide Notice to the Company in writing within seven (7) days of becoming eligible for any such alternate coverage. For purposes of the payment of the Severance Benefits, the Company may treat the amounts paid by it for premiums as taxable to the Eligible Employee or make such payments (less any required withholding) directly to the Eligible Employee to the extent required to avoid adverse consequences to the Eligible Employee or the Company under either Section 105(h) of the Code, or the Patient Protection and Affordable Care Act of 2010 as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, the “PPACA”); provided, further, that the Company may modify or discontinue Severance Benefits to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the PPACA (to the extent applicable).
Section 5. Payment of Severance Pay and Severance Benefits
Severance amounts under Section 4(a)(i)(1) will be paid to an Eligible Employee in equal periodic installments over twelve (12) months on the Company’s regular payroll dates, with the first of such payments commencing on the Severance Commencement Date (as defined below). Severance amounts under Section 4(a)(ii) will be paid to an Eligible Employee in a lump sum on the Severance Commencement Date. For purposes of this Policy, “Severance Commencement Date” means the first payroll period commencing on or after the date the Release becomes effective and after expiration of the seven (7) day revocation period (as described in Section 7 hereof). Notwithstanding anything to the contrary in this Policy, payments of amounts under Section 4(a) (the “Severance Pay”) and continued provision of the Severance Benefits shall be conditioned on the Eligible Employee having signed and returned a Release and the seven (7) day revocation period (as described in Section 7 of the Policy) for the signed Release having expired, in all instances, within sixty (60) days of Eligible Employee’s termination date (the “Release Period”). If a signed Release is not returned, the Eligible Employee revokes the Release or the seven (7) day revocation period has not expired within the Release Period, the Eligible Employee shall forfeit all Severance Pay due hereunder and the right to any continued Severance Benefits (as of the date of revocation or the lapse of the Release Period, whichever is earlier). Notwithstanding the foregoing, if the Release Period begins in one calendar year (the “earlier year”) and ends in the subsequent calendar year, then in no event shall any payment under this Policy that is contingent upon the return and effectiveness of the Release be made in the earlier year and, if such payment is delayed under this sentence to the subsequent year (and is otherwise required to be made under this Policy), such payment shall be made as soon as administratively practicable in the subsequent year and the remaining payments shall continue as set forth in this Section 5, subject to the provisions of this Policy. All taxes and other deductions required by law, and any additional sums owing the Company shall be deducted from any Severance Pay
6


and/or Severance Benefits as determined by the Policy Administrator in its sole discretion and in accordance with Section 6 of the Policy. Any benefits that accrue under this Policy, if any, are net of any such amount other than taxes and other deductions required by law.
Section 6. Section 409A
It is intended that (i) each payment or installment of payments provided under this Policy is a separate “payment” for purposes of Code Section 409A and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A including those exceptions provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Policy, if the Company determines (i) that on the date of an Eligible Employee’s Separation from Service or at such other time that the Company determines to be relevant, the Eligible Employee is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to the Eligible Employee pursuant to this Policy are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Policy, then such payments shall be delayed until the date that is six (6) months after the date of the Eligible Employee’s Separation from Service with the Company, or if earlier, the Eligible Employee’s death. Any payments delayed pursuant to this Section 6 shall be made in a lump sum on the first day of the seventh month following the Eligible Employee’s Separation from Service or, if earlier, the Eligible Employee’s death.
Notwithstanding any other provision of this Policy to the contrary, in no event shall any payment under this Policy that constitutes “deferred compensation” for purposes of Code Section 409A and the Treasury Regulations promulgated thereunder be subject to offset (excluding any forfeiture of Severance Pay or Severance Benefits pursuant applicable sections of this Policy) by any other amount unless otherwise permitted by Code Section 409A.
Section 7. Waiver and Release
In order to receive the Severance Pay or to continue to receive the Severance Benefits available under the Policy, an Eligible Employee must execute and submit to the Policy Administrator a signed, enforceable Release which is acceptable to the Company in its sole discretion pursuant to the time periods of the applicable Release and within forty-five (45) days of receiving the Release. In the Release, the Eligible Employee will waive all claims or causes of action arising out of or related to his/her employment and the termination of his/her employment. Such Release shall be provided to an Eligible Employee within three (3) business days of the date of the Eligible Employee’s Qualifying Separation from Service.
An Eligible Employee may revoke his/her signed Release within seven (7) days of signing such Release, provided such revocation is made in accordance with the provisions for revocation set forth below. Any such revocation must be made in writing and must be received by the Policy Administrator within such seven (7) day period. If an Eligible Employee timely revokes his/her Release he/she shall not be eligible to receive any Severance Pay or continue to receive Severance Benefits under the Policy effective on the date of such revocation. If an Eligible Employee timely submits a signed Release and does not exercise his/her right of revocation and/or the revocation period expires prior to the expiration of the Release Period, he/she shall be eligible to receive Severance Pay and continue to receive Severance Benefits under the Policy. Eligible Employees are encouraged to contact their personal attorney at their own expense to review the Release, if they so desire. An Eligible Employee’s acceptance and right to
7


retention of Severance Pay and/or Severance Benefits are contingent upon the terms of the Policy and full compliance with the terms of the Release.
Section 8. Restrictive Covenants
(a)Eligible Employees must acknowledge in the Release that the restrictive covenants contained in any long-term incentive awards issued pursuant to the Company’s Omnibus Stock Incentive Plan, 2014 Omnibus Incentive Plan or any predecessor or successor plan (the “Equity Plans”) and any and all other agreements between an Eligible Employee and the Company or to which an Eligible Employee is a party, relating to non-competition (as applicable), non-solicitation of employees, clients and others, non-disparagement and confidentiality will remain in force for the period specified therein and the Severance Pay that the Eligible Employee may be entitled to pursuant to this Policy is additional consideration for such restrictive covenants.
(b)In addition to the acknowledgments set forth in Section 8(a) of this Policy, in order to be eligible to receive Severance Pay and/or Severance Benefits under this Policy, an Eligible Employee must execute and deliver at or prior to the time of such Eligible Employee’s delivery of the signed, enforceable Release (or have previously executed and delivered) to the Company a signed, enforceable agreement containing a non-competition covenant which is acceptable to the Company. Such non-competition covenant will provide that the Eligible Employee agrees, during the period of his or her employment and, following the termination of such employment for any reason or for no reason, for a period of 12 months, that such Eligible Employee shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business.
For purposes of this Section 8(b), “Competing Business” means a business (which shall include any sole proprietorship, partnership, limited partnership, limited liability partnership, limited liability company, corporation or other for-profit or not-for-profit business organization) (A) engaged in the business of owning, operating or managing senior living facilities within the United States or (B) that, itself or with its affiliates, provides private duty healthcare or other services to patients or customers within any state that the Company or its subsidiaries or affiliates provides now, or provides during the Eligible Employee’s employment, such private duty healthcare or other services to patients or customers, and that derives, together with its controlled affiliates or together with its affiliates, more than 10% of its and its controlled affiliates or 10% of its and its affiliates, respectively, revenue from the provision of private duty healthcare or other services to patients or customers.
(c)Not by way of limitation, a breach of such restrictive covenants by an Eligible Employee shall result in (i) the immediate and permanent cessation of payment of Severance Pay and the provision of Severance Benefits to such Eligible Employee, (ii) the obligation of the Eligible Employee to repay to the Company upon written demand ninety percent (90%) of the amount, cost or value of the Severance Pay and/or Severance Benefits previously paid or provided to the Eligible Employee, and (iii) the obligation of the Eligible Employee to pay to the Company its costs and expenses in enforcing this Section (including court costs, expenses and reasonable legal fees).
Section 9. Policy Administration
The Policy Administrator shall have the sole, absolute and final discretionary authority to determine eligibility for Policy benefits and to construe the terms of the Policy, including the
8


making of factual determinations. The decisions of the Policy Administrator shall be final and conclusive with respect to all questions concerning the interpretation and administration of the Policy. The Policy Administrator may delegate to other persons responsibilities for performing certain of the duties of the Policy Administrator under the terms of the Policy and may seek such expert advice as the Policy Administrator deems reasonably necessary with respect to the Policy. The Policy Administrator shall be entitled to rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or unlawful.
Section 10. Claims Procedure
(a)In General. An Eligible Employee may file a Claim for Severance Pay benefits with the Policy Administrator. The Policy Administrator will notify the claimant of any adverse benefit determination within a reasonable period of time, but in no event later than sixty (60) days after receipt of the Claim. The sixty (60) day period may be extended by an additional sixty (60) days for matters beyond the control of the Policy Administrator as long as the claimant is notified of the reasons for such extension and the time by which a decision will be rendered prior to the expiration of the initial sixty (60) day period. An adverse benefit determination by the Policy Administrator may be appealed as provided in this Section.
(b)Adverse Benefit Determination. The Policy Administrator will provide written or electronic notification of an adverse benefit determination within the timeframes set forth in Section 10(a) above. This notification will include: (i) the specific reasons for the adverse benefit determination; (ii) reference to the specific Policy provisions on which the determination was based; (iii) a description of any additional material or information necessary for the claimant to perfect the Claim, and an explanation of why such material or information is needed; (iv) a description of the Policy’s review procedures and the time limits applicable to such procedures; (v) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claim other than documents which are attorney work product or which are subject to attorney-client privilege; and (vi) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
(c)Appeals. Upon receipt of notification of an adverse benefit determination, the claimant shall have sixty (60) days from such date to file an appeal with the Policy Administrator. The claimant may submit written comments, documents, records and other information relating to the Claim. The review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the Claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Policy Administrator will provide written or electronic notification to the claimant of its decision on appeal within a reasonable period of time, but in no event later than sixty (60) days after receipt of the appeal. This sixty (60) day period may be extended by an additional sixty (60) days for matters beyond the control of the Policy Administrator as long as the claimant is notified of the reasons for such extension and the time by which a decision will be rendered prior to the expiration of the initial sixty (60) day period. The Policy Administrator’s notification of its decision on appeal shall include the following:
(i)The specific reasons for the adverse appeal determination;
(ii)Reference to the specific Policy provisions on which the determination was based;
(iii)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other
9


information relevant to the Claim, other than documents which are attorney work product or which are subject to attorney-client privilege; and
(iv)A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
Section 11. Long-Term Incentive Awards
The terms of any grant agreements with respect to long-term incentive awards issued pursuant to the Equity Plans shall govern the treatment of such awards in the event of a Separation from Service and shall not be modified hereby.
Section 12. 280G
(a)Notwithstanding anything in this Policy to the contrary, in the event that any payment or benefit received or to be received by an Eligible Employee (including any payment or benefit received in connection with a “Change in Control” or the termination of an Eligible Employee’s employment or consultancy, whether pursuant to the terms of this Policy or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part) by the Company or any of its subsidiaries or Affiliates making such payment or providing such benefit as a result of Code Section 280G, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Code Section 409A shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), in accordance with Code Section 409A.
(b)For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which an Eligible Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G(b) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to an Eligible Employee and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2), including by reason of Code Section 280G(b)(4)(A); (iii) the Severance Pay payable to an Eligible Employee pursuant to Section 4(a) hereof shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4)(B) or are otherwise not subject to disallowance as deductions by reason of Code Section 280G, in the opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4).
(c)If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of an Eligible Employee and the Company in applying the terms of this Section 12, the Total Payments paid to or for an Eligible Employee’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and (ii) a dollar-for-dollar reduction in the Eligible Employee’s taxable income and wages for purposes of federal, state and local income and employment taxes, the Eligible Employee shall have an obligation to pay the Company upon demand an amount
10


equal to the sum of (x) the excess of the Total Payments paid to or for the Eligible Employee’s benefit over the Total Payments that could have been paid to or for the Eligible Employee’s benefit without any portion of such Total Payments being subject to the Excise Tax; and (y) interest on the amount set forth in clause (x) of this sentence at the rate provided in Code Section 1274(b)(2)(B) from the date of the Eligible Employee’s receipt of such excess until the date of such payment.
Section 13. No Assignment
Severance Pay and Severance Benefits payable to or to be provided under the Policy shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause such Severance Pay and/or Severance Benefits to be so subjected shall not be recognized, except to the extent required by law.
Section 14. No Employment Rights
The Policy is not a contract for employment and shall not confer employment rights upon any person. No person shall be entitled, by virtue of the Policy, to remain in the employ of the Company and nothing in the Policy shall restrict the right of the Company or its successor to terminate the employment of any Eligible Employee or other person at any time, with or without Cause.
Section 15. Policy Funding
The payments to an Eligible Employee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company. No person shall have nor acquire any interest in any such assets by virtue of the provisions of this Policy or any other agreement in connection with the Policy. The Company’s obligation hereunder shall be unfunded and unsecured. To the extent that the Eligible Employee acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company. No such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of the Company.
Nothing contained in this Policy, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company and the Participant, his beneficiary, or any other person.
Section 16. Survival of Policy Upon a Change in Control
The Policy shall survive a Change in Control of the Company and shall be binding upon any successor entity that is the survivor, successor, reorganized, affiliated or purchaser organization resulting from a combination, restructuring, merger, functional reorganization, sale, affiliation or other reorganization of the Company. Upon the Change in Control of the Company, the successor entity shall assume the obligations and liabilities of the Policy. All Eligible Employees who were employed by the Company as of a Change in Control shall continue to be eligible to receive the Severance Pay and/or Severance Benefits available under the Policy and such Severance Pay and/or Severance Benefits shall be payable by the successor entity. Notwithstanding the foregoing provisions of this Section, following a Change in Control of the Company, nothing in the Policy shall preclude the successor entity from adopting its own new change in control severance plan for employees covering a subsequent change in control, provided, however, that any such new change in control severance plan shall not in any way change the ability of all Eligible Employees who were employed by the Company as of a Change
11


in Control to continue to be eligible to receive the Severance Pay and/or Severance Benefits available under the Policy, except within the limitations of Section 20.
Section 17. Applicable Law
The Policy shall be governed and construed in accordance with ERISA and, in the event that any reference shall be made to State law, the internal laws of the State of Tennessee shall apply to the extent not preempted by ERISA. It is intended that the Policy meet an exception from, or comply with, applicable provisions of Code Section 409A and the Treasury Regulations promulgated thereunder and, to the extent such section or regulations apply, the Policy shall be construed and administered accordingly.
Section 18. Severability
Any provision of this Policy which is deemed by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Policy invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable by a court of competent jurisdiction because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.
Section 19. Policy Year
The ERISA plan year of this Policy shall be the twelve-month period commencing on January 1 of each year.
Section 20. Amendment/Termination of Policy
With respect to amendments to clarify existing provisions of the Policy or to conform the Policy to the requirements of law, the Company reserves the right in its sole discretion to amend the Policy to the full extent permitted by and in accordance with Code Section 409A and the Treasury Regulations promulgated thereunder at any time, retroactively or otherwise, by written resolution of the Board or the Committee. Except as otherwise provided in this Section, the Company reserves the right in its sole discretion to amend or terminate the Policy, or to remove the designation of Eligible Employees in accordance with Section 2(b), at any time by written resolution of the Board or the Committee, provided, however, that (i) any such amendment, termination or removal of such designation which would reduce or otherwise adversely affect the benefits of an Eligible Employee who has previously incurred a Qualifying Separation from Service may not take effect as to the affected Eligible Employee without the written consent of the affected Eligible Employee, and (ii) any such amendment, termination or removal of such designation which would reduce or adversely affect the benefits which may be payable to an Eligible Employee who has not yet incurred a Qualifying Separation from Service at the time of the amendment shall be effective not sooner than thirty (30) months from the date of such written resolution in the event the written resolution is adopted on or after the date of a Change in Control, and (iii) any amounts paid in connection with such termination are paid in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations.
12


Section 21. Recovery of Payments Made by Mistake
An Eligible Employee shall be required to return immediately to the Company any Severance Pay and/or Severance Benefits payment or portion thereof, made by a mistake of fact or law, to the extent permitted by Section 409A of the Code.
Section 22. Representations Contrary to the Policy
No employee, officer, or director of the Company has the authority to alter, vary, or modify the terms of the Policy except by means of an authorized written amendment to the Policy. No verbal or written representations contrary to the terms of the Policy and its written amendments shall be binding upon the Policy, the Policy Administrator, or the Company, nor may any such representation be relied upon by Eligible Employee.
Section 23. ERISA
To the extent this Policy is governed by ERISA, this Policy shall cover certain employees of the Company who are members of a “select group” of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Company shall have the authority to take any and all actions necessary or desirable in order for the Policy to satisfy the requirements set forth in ERISA and the regulations thereunder applicable to plans maintained for employees who are members of a select group of management or highly compensated employees.
Section 24. Cooperation
In order to be eligible to receive Severance Pay and/or Severance Benefits under this Policy, an Eligible Employee must fully cooperate with the Company, its attorneys, agents, representatives, and employees with respect to legal and business matters that are either known at the time of an Eligible Employee’s Separation from Service or that may later become known. Cooperation includes but is not limited to release of documents, review of documents, and attending depositions, hearings, and trials on reasonable notice.
Section 25. Miscellaneous Provisions
All pay and other benefits (except Severance Pay and Severance Benefits), payable to an Eligible Employee as of his/her date of Separation from Service with the Company according to the established policies, plans, and procedures of the Company shall be paid in accordance with the terms of those established policies, plans, and procedures. In addition, any benefit continuation or conversion rights which an eligible Employee has as of his/her date of Separation from Service with the Company according to the established policies, plans, and procedures of the Company shall be made available to him/her.
Section 26. No Duplication of Severance Pay or Benefits; Effect on Certain Prior Agreements
Except as set forth in this Section 26, this Policy supersedes, and no Eligible Employee entitled to participate in this Policy shall be entitled to any payments or benefits under, any other Company severance plans, programs, policies, or course of dealing covering Eligible Employees, both formal and informal, including the Company’s Amended and Restated Tier II Severance Pay Policy. Notwithstanding any other provision of the Policy, if an Eligible Employee is party to a Severance Pay Policy Letter Agreement dated as of August 6, 2010, the terms of such Severance Pay Policy Letter shall continue to modify the Policy as applied to such Eligible Employee; provided, however, that such Severance Pay Policy Letter Agreement shall not be
13


interpreted to reduce the Severance Pay otherwise payable to such Eligible Employee under Section 4(a)(i) of the Policy for a Separation from Service by the Company without Cause, and the definition of “Good Reason” contained in the Severance Pay Policy, Tier I, effective as of August 6, 2010, shall apply in lieu of the definition of Good Reason contained herein.
            BROOKDALE SENIOR LIVING INC.
    
    By: /s/ Lucinda M. Baier    
    Name: Lucinda M. Baier
    Title: President and Chief Executive Officer
14
Exhibit 10.18
image.jpg

September 13, 2021

Kevin Bowman

Dear Kevin,

We are pleased to confirm our offer for your promotion to Executive Vice President, Community Operations starting on October 1, 2021! We look forward to the contributions you will make in your new role! The details of your promotion are as follows:

This offer is contingent upon the approval of the Compensation Committee of the Board of Directors. This offer is also contingent upon completion of an officers' questionnaire and an auditor's questionnaire. If there is a failure with regard to any one or more of these items, this offer may be rescinded.

Your bi-weekly salary will be $17,307.69 (equivalent to $450,000.00 annually), and you will continue to be paid every other Friday. Your position is considered exempt and you are not eligible for overtime compensation.

You will be expected to relocate to the Nashville, TN area by no later than January 31, 2022 and your position will then be based in the Brentwood office. You will be provided with relocation assistance in connection with your permanent relocation to the Nashville, TN area. Please see the enclosed Associate Relocation Assistance Agreement for details.

You will be eligible to continue to participate in the 2021 Management Incentive Plan (MIP), with the target bonus award for your new role reflecting 100% of your base salary paid in such role. Details of the 2021 MIP cash bonus program will be forwarded to you at a later time. The bonus will be paid subject to the level of achievement of performance measures and other provisions of the plan adopted by the Compensation Committee. Brookdale may revoke or alter any bonus program at any time with or without notice to you. The program is designed to reward our associates; however the financial strength at the time any bonus is determined or paid may dictate the outcome of the program.

This position is currently eligible to participate in Brookdale's long term incentive plan, with a target annual grant date award value of $750,000, and to be comprised of one-half time-based vesting and one-half performance-based vesting awards. The first full annual award will be made in 2022, and you will receive a pro-rated award for your service in the new role during 2021 based on the difference between your 2021 annual grant value and your new grant value. Awards will be subject to the vesting and other terms approved by the Compensation Committee of the Board at the time of grant and the terms of the award agreement and plan document. Vesting of each award is generally subject to your continued employment. Please note that Brookdale reserves the right to amend, modify, supplement or terminate its long term incentive plan, award terms, and long-term incentive compensation policies and programs from time to time. All long-term incentive award agreements will contain non-competition, non-solicitation, non-disclosure and non-disparagement clauses, consistent with award agreements used for other senior executive officers. You will also be expected to execute an agreement containing these restrictive covenants upon your relocation to the Nashville, TN area.




You will be eligible to participate in the Company's Amended and Restated Tier I Severance Pay Policy as a Selected Officer (as defined therein). Please note that Brookdale reserves the right to amend, modify, supplement or terminate the policy at any time, subject to the terms of the policy.

All current benefit and 401k selection will remain as currently selected.

Brookdale is a drug and alcohol free workplace. Brookdale will perform drug and alcohol testing as set forth in its Drug and Alcohol Free Workplace Policy and consistent with all federal, state, and local laws. Failure of any drug or alcohol screen may result in disciplinary action, up to and including termination of your employment.

Brookdale may perform ongoing criminal background screenings to ensure that its associates are compliant with laws regarding convictions and pending charges. As a condition to your employment or continued employment, you may be asked to sign a release for Brookdale to obtain criminal background checks. If you refuse to sign the release, it will be grounds for immediate termination. In the event certain criminal convictions appear on your record, you understand that you may be considered unemployable by Brookdale. A failure to report a conviction may result in disciplinary action, up to and including termination. You agree to report any new felony or misdemeanor convictions, beyond minor traffic violations, occurring after your hire to your supervisor. If you are a direct care associate, you must report any arrest or charge of a crime involving moral turpitude or violence.

This offer supersedes all previous offers. Please understand that the terms stated herein (and the Associate Relocation Assistance Agreement attached hereto) are the only terms being offered to you. Your employment with Brookdale, if accepted, will be considered "at will" and may be terminated by you, or by Brookdale, with or without cause and with or without notice at any time. Nothing contained in this letter or in any other written or oral communication made prior to the date of this letter should be considered or interpreted in any manner as a contract or agreement of employment.

By signing below and accepting the position described herein, you agree to abide by Brookdale's policies regarding confidentiality and the protection of proprietary information and trade secrets (including those set forth in Brookdale's Code of Business Conduct and Ethics). These obligations will survive the termination of your employment.

You are still bound by the Dispute Resolution Agreement, as binding arbitration is a condition of employment with Brookdale.

Your employment will be subject to all of Brookdale's employment policies and procedures, including Brookdale's Associate Handbook, as the same may be amended, modified or supplemented from time to time.










Kevin, all of us on the Brookdale team look forward to working with you in your new position! If there is anything I can do during your employment with Brookdale, please let me know. Please affirm your acceptance of this offer by signing in the space below and returning one signed original copy to me at your earliest convenience.

Sincerely,

/s/ Lucinda M. Baier
________________________
Lucinda M Baier
President & Chief Executive Officer

/s/ Kevin Bowman      9/13/2021
Accepted: ________________________            Date: ____________________
Kevin Bowman

This offer letter contains only the highlights of the Brookdale benefits and compensation programs and is subject to periodic review and modification. Each plan is governed by an official plan document. In case of any conflict between this offer letter and an official document, the plan document will be the final authority. For more detailed information about the benefit or compensation plans, contact your human resources representative or call the Brookdale Benefits Department.
































ASSOCIATE RELOCATION ASSISTANCE AGREEMENT

I, Kevin Bowman, understand that I am eligible for relocation assistance provided through a relocation company selected by Brookdale to facilitate my move to the Nashville, TN area, including the following benefits at Brookdale's expense:

Home Sale Assistance. Reimbursement of eligible normal and customary home sale closing costs will be provided after associate has independently sold the home to an outside buyer. Normal and Customary reimbursable expenses include real estate commission fees not to exceed 6%

Home Purchase Assistance. Reasonable and customary buyer closing costs, up to 3% of purchase price, regarding the purchase of my home in the Nashville, TN area

Household Goods Shipment. Reasonable expenses related to a one-time packing, loading, transport, and unload of normal household furnishings and possession by preferred vendor

Auto Shipment. Two auto shipment via van line

Household Good Storage. Up to 90 days of storage of household goods at either origin or destination

House Hunting Trips. Reasonable expenses for up to two trips for executive and executive's family (combined max of 6 nights), including roundtrip transportation, rental car, lodging and meals

Temporary Living. If purchasing in Nashville, TN area, up to six months in a fully-furnished corporate apartment or house (excluding pet fees)

Final Move Expenses. One-way transportation from origin to destination, including airfare or mileage (per IRS guidelines) and reasonable lodging and meals

Relocation Allowance. A miscellaneous allowance for reimbursements in the amount of $5,000.00 (grossed up) will be processed by the relocation company. Executive can allocate this allowance toward specific relocation services or out-of-pocket expenses not covered in this policy (e.g., car registration, licenses, etc.)

All reimbursable expenses must be incurred by the first anniversary of the start date and submitted within sixty days from the date incurred.

I will consult with my tax advisor should I have questions relative to deductible moving expenses or reference IRS "Publication 521" for guidance. I understand that the IRS considers some relocation expenses to be taxed as ordinary income and that Brookdale will withhold taxes per IRS requirements. I understand that Brookdale will assist in paying the additional tax resulting from taxable relocation expenses, with such payments to be made directly to the applicable taxing authorities and to be based on my Brookdale derived income, my filing status and my number of 1040 exemptions. Spouse income, investment income or any other outside income will not be included in the calculations. I understand that



individual variances from the program's calculations will not be reimbursed, and that the additional taxes as calculated by the gross-up program and paid on my behalf will be included on my W- 2 as income.

I agree that if I voluntarily terminate my employment or voluntarily withdraw from full-time status to part-time status with Brookdale prior to the second anniversary of my start date, I will be required to reimburse Brookdale for the full amount of relocation benefits that have been paid or provided to me or on my behalf within ten days of such termination or withdrawal.

I acknowledge that any disputes arising under this agreement will be resolved by binding arbitration in accordance with Brookdale's Employment Binding Arbitration Agreement. In the event binding arbitration and/or other judicial proceeding becomes necessary to collect any amounts owed by me hereunder, I acknowledge that I will be responsible for Brookdale's reasonable attorney's fees and the costs of any such proceedings.

I also agree that any portion of the amount owed by me hereunder may be withheld from my paychecks.


/s/ Kevin Bowman 9/13/2021
___________________________________ _____________________________
Signature Date


Exhibit 21
SubsidiaryJurisdiction of Incorporation or Formation
Abingdon Place of Gastonia 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 SL OH
AHC ALS FM Holding Company, LLC DE
AHC Bayside, Inc. DE
AHC Exchange Corporation DE
AHC Florham Park, LLC DE
AHC Kansas II, Inc. DE
AHC Monroe Township, LLC DE
AHC PHN I, Inc. DE
AHC Properties, Inc. DE
AHC Purchaser, Inc. DE
AHC Purchaser Parent, LLC 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 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 Panama City, LLC DE
AHC Sterling House of Port Charlotte, LLC DE
AHC Sterling House of Punta Gorda, LLC DE
AHC Sterling House of Venice, LLC DE
AHC Sterling House of Weatherford, 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
Alabama Somerby, LLC DE
ALS Clare Bridge, Inc. DE
ALS Holdings, Inc. DE
ALS Kansas, Inc. DE
ALS Leasing, Inc. DE
ALS National, Inc. DE
ALS National SPE I, 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 Stonefield, Inc. DE
ALS Venture II, Inc. DE
ALS Wisconsin Holdings, Inc. DE
ALS Wovenhearts, Inc. DE
Alternative Living Services Home Care, Inc. NY
Alternative Living Services New York, Inc. DE
American Retirement Corporation TN
ARC Aurora, LLC TN
ARC Bahia Oaks, Inc. TN
ARC Bay Pines, Inc. TN
ARC Belmont, LLC TN
ARC Boca Raton, Inc. TN
ARC Boynton Beach, LLC TN
ARC Brookmont Terrace, Inc. TN
ARC Carriage Club of Jacksonville, Inc. TN
ARC Cleveland Park, LLC TN
ARC Corpus Christi, LLC TN
ARC Countryside, 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, LLC TN
ARC Freedom Square Management, Inc. TN
ARC Greenwood Village, Inc. TN



ARC Hampton Post Oak, Inc. TN
ARC Heritage Club, Inc. TN
ARC Holland, Inc. TN
ARC Holley Court, LLC TN
ARC Holley Court Management, Inc. TN
ARC Homewood Corpus Christi, LLC DE
ARC Homewood Victoria, Inc. TN
ARC Lakeway ALF Holding Company, LLC DE
ARC Lakeway SNF, LLC TN
ARC Lakewood, LLC TN
ARCLP Holdings, LLC TN
ARC Management Corporation 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, LLC TN
ARC Richmond Heights SNF, LLC TN
ARC Rossmoor, Inc. TN
ARC Santa Catalina, Inc. TN
ARC SCC, Inc. TN
ARC Scottsdale, LLC TN
ARC Shadowlake, LP TN
ARC Shavano, LP TN
ARC Shavano Park, Inc. TN
ARC Somerby Holdings, LLC TN
ARC Spring Shadow, LP TN
ARC Sweet Life Rosehill, LLC TN
ARC Sweet Life Shawnee, LLC TN
ARC Tarpon Springs, Inc. TN
ARC Tennessee GP, Inc. TN
ARC Victoria, LP TN
ARC Westlake Village, Inc. TN
ARC Westlake Village SNF, LLC DE



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 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 Archer 10, LLC DE
BKD Archer 3, LLC DE
BKD Archer 4, LLC DE
BKD Archer 5, LLC DE
BKD Archer 6, LLC DE
BKD Archer 7, LLC DE
BKD Archer 8, LLC DE
BKD Archer 9, LLC DE
BKD Ballwin, LLC DE
BKD Belle Meade, LLC DE
BKD Bossier City Operator, LLC DE
BKD Bossier City 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 Brookfield Opco, LLCDE
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 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 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 DE
BKD Folsom, LLC DE
BKD Franklin, LLC DE
BKD Freedom Plaza Arizona Peoria, LLC DE
BKD Gaines Ranch, LLC DE
BKD Gallatin, LLC DE
BKD Gardens Tarzana Propco, LLC DE
BKD GC FM Holdings, LLC DE
BKD Germantown, LLC DE
BKD Goodlettsville PropCo, LLC DE
BKD GV Investor, LLC DE
BKD Hamilton Wolfe San Antonio, LLC DE
BKD Harrisburg Opco, LLC DE



BKD Hartwell, LLC DE
BKD HB Acquisition Sub, Inc. DE
BKD HCR Master Lease 3 Tenant, LLC DE
BKD Hillside Holdco, LLC DE
BKD Hillside, LLC DE
BKD Hillside Opco, LLC DE
BKD Homewood Corpus Christi Propco, LLC DE
BKD Horsham, LLC DE
BKD Illinois Retail, LLC DE
BKD Island Lake Holdings, LLC DE
BKD Island Lake, LLC DE
BKD Jones Farm, LLC DE
BKD Kettleman Lane, LLC DE
BKD Kingsport, LLC DE
BKD Lake Orienta, LLC DE
BKD Lawrenceville, LLC DE
BKD Lebanon/Southfield, LLC DE
BKD Lodi, LLC DE
BKD Lubbock GP, LLC DE
BKD Management Holdings FC, Inc. DE
BKD Minnetonka Assisted Living, LLC DE
BKD Murray, LLC DE
BKD Nashville Office Bistro, LLC DE
BKD New England Bay, LLC DE
BKD Newnan, LLC DE
BKD North Chandler, LLC DE
BKD North Gilbert, LLC DE
BKD North Glendale, LLC DE
BKD Northampton OpCo, LLCDE
BKD Northport Operator, LLC DE
BKD Northport Propco, LLC DE
BKD Northport Propco Member, LLC DE
BKD Oak Park, LLC DE
BKD Oklahoma Management, 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 River Road, LLC DE
BKD Roanoke PropCo, LLC DE
BKD Rome Operator, LLC DE
BKD Rome PropCo, 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 Southpaw Holdco, LLCDE
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 Edmond, LLC DE
BKD Sterling House of Enid, LLC DE
BKD Sterling House of Junction City, LLC DE
BKD Sterling House of Lawton, LLC DE
BKD Sterling House of Loveland Orchards, LLC DE
BKD Sterling House of Palestine, 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 Tamarac Square PropCo, LLC DE
BKD Tanque Verde, LLC DE
BKD The Heights, LLC DE
BKD Thirty Five OpCo, Inc. DE
BKD Thirty Five Propco, Inc. 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 Vista, LLC DE
BKD Wekiwa Springs, LLC DE
BKD Wellington Fort Walton Beach, LLC DE
BKD Wellington Muscle Shoals, 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 Acquisitions, Inc. DE
BLC Adrian GC, LLC DE
BLC Albuquerque GC, LLC DE
BLC Atrium at San Jose, LLC DE
BLC Atrium at San Jose, LP DE
BLC Atrium Jacksonville, LLC DE
BLC Atrium Jacksonville SNF, LLC DE
BLC Brendenwood, LLC DE
BLC Bristol GC, LLC DE
BLC Brookdale Place of San Marcos, LLC DE
BLC Brookdale Place of San Marcos, LP 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, LP DE
BLC Chatfield, LLC DE
BLC Club Hill, LLC DE
BLC Crystal Bay, LLC DE
BLC Dayton GC, LLC DE
BLC Devonshire of Hoffman Estates, LLC DE
BLC Devonshire of Lisle, LLC DE
BLC Edina Park Plaza, 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 FM Holding Company, LLC DE
BLC Fort Myers GC, LLC DE



BLC Gables at Farmington, LLC DE
BLC Gables Monrovia, Inc. DE
BLC Gables Monrovia, LP DE
BLC Gardens Santa Monica, Inc. DE
BLC Gardens Santa Monica LH, LLC DE
BLC Gardens Santa Monica, LLC DE
BLC Gardens Tarzana Holding, LLC DE
BLC Gardens Tarzana, Inc. DE
BLC Gardens Tarzana, LLC DE
BLC Gardens Tarzana, LP DE
BLC GC Member, LLC DE
BLC GC Texas, LP DE
BLC GFB Member, LLC DE
BLC Glenwood Gardens AL LH, LLC DE
BLC Glenwood Gardens AL, LLC DE
BLC Glenwood Gardens, Inc. DE
BLC Glenwood Gardens SNF, Inc. DE
BLC Glenwood Gardens SNF LH, LLC DE
BLC Glenwood Gardens SNF, LLC DE
BLC Hawthorne Lakes, LLC 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 Kenwood of Lake View, 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, LP DE
BLC Lubbock GC, LLC DE
BLC Lubbock GC, LP DE
BLC Management 3, LLC DE
BLC Management of Texas, LLC DE
BLC Mirage Inn, Inc. DE
BLC Mirage Inn, LP 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, LP DE
BLC Ocean House, Inc. DE



BLC Ocean House, LP DE
BLC Overland Park GC, LLC DE
BLC Pacific Inn, Inc. DE
BLC Pacific Inn, LP DE
BLC Park Place, LLC DE
BLC Patriot Heights, LLC DE
BLC Pennington Place, LLC DE
BLC Phoenix GC, LLC DE
BLC Ponce de Leon, LLC DE
BLC River Bay Club, LLC DE
BLC Sand Point, LLC DE
BLC Southerland Place Germantown, LLC DE
BLC Southerland Place Midlothian, LLC DE
BLC Springs at East Mesa, LLC DE
BLC Tampa GC, LLC DE
BLC Tavares GC, LLC DE
BLC The Berkshire of Castleton, LLC DE
BLC The Berkshire of Castleton, LP DE
BLC The Fairways LH, LLC DE
BLC The Fairways, 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 Victorian Manor, LLC DE
BLC Village at Skyline, LLC DE
BLC Wellington Cleveland, LLC DE
BLC Wellington Colonial Heights, LLC DE
BLC Wellington FM Holding Company, LLC DE
BLC Wellington Fort Walton Beach, LLC DE
BLC Wellington Gardens, LLC DE
BLC Wellington Gardens PropCo, LLC DE
BLC Wellington Greeneville TN, LLC DE
BLC Wellington Hampton Cove, LLC DE
BLC Wellington Hixson, LLC DE
BLC Wellington Johnson City, LLC DE
BLC Wellington Kingston, LLC DE
BLC Wellington Maryville, LLC DE
BLC Wellington Sevierville, LLC DE
BLC Wellington Shoals, LLC DE
BLC Windsor Place, LLC DE
BLC Woodside Terrace, LLC DE
BLC Woodside Terrace, LP 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 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 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 Lakeway, LLC DE
Brookdale Liberty, LLC DE
Brookdale Living Communities GC, LLC DE
Brookdale Living Communities GC Texas, Inc. DE
Brookdale Living Communities, Inc. 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 Management II, 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, LP 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, Inc. DE
Brookdale Wellington Lessee, 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 Forest City, LLC NC
Carolina House of Greenville, LLC NC
Carolina House of Lexington, LLC NC
Carolina House of Morehead City, LLC NC
Carolina House of Reidsville, LLC NC
Carolina House of Smithfield, LLC NC
Carolina House of the Village of Pinehurst, LLC NC
Carolina House of Wake Forest, LLC NC
CCRC OpCo Ventures II, LLC DE
CCRC OpCo-Foxwood Springs, LLC DE
CCRC OpCo-Robin Run, LLC DE
CCRC PropCo Ventures II, LLC DE
CCRC PropCo-Foxwood Springs, LLC DE
CCRC PropCo-Robin Run, LLC DE
Champion Oaks Investors, LLC DE
Clare Bridge of Carmel, LLC DE
Clare Bridge of Virginia Beach Estates, LLC DE
Cloverset Place, LP MO
CMCP Club Hill, LLC DE
CMCP Island Lake, LLC DE
CMCP Montrose, LLC DE
CMCP Pinecastle, LLC DE
CMCP Roswell, LLC DE
CMCP Texas, Inc. DE
CMCP Williamsburg, LLC DE
Collin Oaks Investors, LLC DE
Concord Manor Limted Partnership NC
Coventry Corporation KS
Crossings International Corporation WA
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 Dover, LLC DE
Emerichip Emerald Hills, LLC DE
Emerichip Everett, 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 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 Harrisburg, LLC DE
Emerihrt Harrisonburg, LLC DE
Emerihrt Henderson, LLC DE
Emerihrt Medical Center, LP DE
Emerihrt Oakwell Farms, LLC DE



Emerihrt Ravenna, LLC DE
Emerihrt Stonebridge Ranch, LLC 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
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 Arkansas, LLC DE
Emeritus Properties II, Inc. WA
Emeritus Properties III, Inc. WA
Emeritus Properties IV, Inc. WA
Emeritus Properties IX, LLC WA
Emeritus Properties V, Inc. WA
Emeritus Properties X, LLC WA
Emeritus Properties XI, LLC WA
Emeritus Properties XII, LLC WA
Emeritus Properties XIV, LLC WA
Emeritus Properties XVI, Inc. NV
Emeritus Properties-NGH, LLC WA
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 Arbor Place, LLC DE
ESC GP II, Inc. WA
ESC III, LP WA
ESC IV, LP WA
ESC New Port Richey, LLC WA
ESC NGH, LP WA
ESC Ridgeland, LLC WA
Estates of Oak Ridge, LLC The DE
FEBC ALT Holdings, Inc. DE
FEBC ALT Investors, LLC DE



FIT REN Holdings GP, Inc. DE
FIT REN, LLC DE
FIT REN Mirage Inn, LP DE
FIT REN Nohl Ranch, LP DE
FIT REN Oak Tree, LP DE
FIT REN Ocean House, LP DE
FIT REN Pacific Inn, LP DE
FIT REN Park, LP DE
FIT REN Paulin Creek, LP DE
FIT REN The Gables, LP DE
Fort Austin Limited Partnership TX
Fortress CCRC Acquisition, LLC DE
Foxwood Springs Garden Homes, LLC DE
Freedom Group Naples Management Company, Inc. TN
Freedom Village of 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, LLC WA
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
Gaston Manor, LLC NC
Gaston Place, LLC NC
Gastonia Village, LLC NC
Greensboro Manor, LP NC
HB Employee Services CCRC, LLC DE
HB Employee Services, LLC DE



HBBHT Gen-Par, LLC DE
HBBHT Real Estate Limited Partnership DE
HBC II Manager, LLC DE
HBC Manager, LLC DE
HBP Leaseco, LLC DE
HC3 Sunrise, LLC DE
Heartland Retirement Services, Inc. WI
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 Management II, L.L.C. DE
Horizon Bay Management, LLC DE
Horizon Bay Realty, LLC DE
Inn at Grove City, LLC The DE
Inn at Medina, LLC The DE
Integrated Living Communities of Milledgeville, LLC DE
KG Missouri CC Owner, LLC DE
KGC Operator, Inc. DE
KGC Shoreline Operator, Inc. DE
Kingsley Oaks Investors, LLC DE
LaBarc, LP TN
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
Northwest Oaks Investors, LLC DE
Park Place Investments, LLC KY
Park Place Investments of Kentucky, LLC CO
Peaks Home Health, LLC 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 Shreveport, LLC DE
PHNTUS Lakes, LLC DE
PHNTUS LO Cape May, 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
Reynolda Park, LP NC
Ridgeland Assisted Living, LLC WA
Robin Run Garden Homes, LLC DE
SALI Acquisition 1 A/GP, LLC NC
SALI Acquisition 1 A/, LP, LLC NC
SALI Acquisition III/GP, LLC NC
SALI Assets, LLC NC
SALI Management Services I, LLC NC
SALI Management Services II, LLC NC
SALI Management Services III, LLC NC
SALI Monroe Square, LLC NC
SALI Tenant, LLC NC
Salisbury Gardens, LLC NC
Senior Lifestyle 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 Sakonnet Bay Limited Partnership DE
Senior Living Properties, LLC DE
Senior Service Insurance LTD Cayman Island entity
Silver Lake Assisted Living, LLC DE
SLC East Bay, Inc. DE
SLC Emerald Bay, Inc. DE
SLC North Bay, Inc. DE
SLC Sakonnet Bay, Inc. DE
South Bay Manor, L.L.C. DE
Southern Assisted Living, LLC NC
Statesville Manor, LP NC
Statesville Manor on Peachtree ALZ, LLC NC



Statesville Place, LLC NC
Sugar Land Investors, LLC DE
Summerville 1, LLC DE
Summerville 13, LLC DE
Summerville 14, LLC DE
Summerville 15, LLC DE
Summerville 16, LLC DE
Summerville 17, LLC DE
Summerville 2, LLC DE
Summerville 3, LLC DE
Summerville 4, LLC DE
Summerville 5, LLC DE
Summerville 7, LLC DE
Summerville 8, LLC DE
Summerville 9, LLC DE
Summerville at Atherton Court, LLC DE
Summerville at Barrington Court, LLC DE
Summerville at Camelot Place, LLC DE
Summerville at Carrollwood, LLC DE
Summerville at Chestnut Hill, LLC DE
Summerville at Clearwater, LLC DE
Summerville at Cobbco, Inc. CA
Summerville at Cy Fair Associates, LP DE
Summerville at Cy Fair, LLC DE
Summerville at Fairwood Manor, LLC DE
Summerville at Fox Run, LLC DE
Summerville at Friendswood Associates, LP 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, LLC NJ
Summerville at Irving Associates, LP DE
Summerville at Irving, LLC DE
Summerville at Kenner, LLC DE
Summerville at Lakeview, LLC DE
Summerville at Mandarin, LLC DE
Summerville at Mentor, LLC DE
Summerville at North Hills, LLC DE
Summerville at Oak Park, LLC DE



Summerville at Ocala East, LLC DE
Summerville at Ocala West, LLC DE
Summerville at Ocoee, Inc. DE
Summerville at Outlook Manor, LLC DE
Summerville at Oviedo, LLC DE
Summerville at Potomac, LLC DE
Summerville at PrInc.e William, LLC DE
Summerville at Ridgewood Gardens, LLC DE
Summerville at Roseville Gardens, LLC DE
Summerville at St Augustine, LLC DE
Summerville at Stafford, LLC NJ
Summerville at Voorhees, LLC NJ
Summerville at Wekiwa Springs, LLC DE
Summerville at Westminster, LLC MD
Summerville Investors, LLC DE
Summerville Management, LLC DE
Summerville Senior Living, Inc. DE
SW Assisted Living, LLC DE
Tanglewood Oaks Investors, LLC DE
Texas-ESC-Lubbock, L.P. WA
Trinity Towers Limited Partnership TN
Union Park, LLC NC
Village Oaks Farmers Branch Investors, LLC DE
Village Oaks Hollywood Park Investors, LLC DE
Weddington Park, LP NC
Wovencare Systems, Inc. WI


EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-3 No. 333-244394; and Forms S-8 No. 333-160354, No. 333-197709, No. 333-221489, and No. 333-234736) of Brookdale Senior Living Inc. of our reports dated February 15, 2022 with respect to the consolidated financial statements and schedule of Brookdale Senior Living Inc. and the effectiveness of internal control over financial reporting of Brookdale Senior Living Inc. included in this Annual Report (Form 10-K) of Brookdale Senior Living Inc. for the year ended December 31, 2021.


/s/ Ernst & Young LLP

Chicago, Illinois
February 15, 2022


EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lucinda M. Baier, certify that:

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 15, 2022/s/ Lucinda M. Baier
 Lucinda M. Baier
 President and Chief Executive Officer




EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven E. Swain, certify that:

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 15, 2022/s/ Steven E. Swain
 Steven E. Swain
 Executive Vice President and Chief Financial Officer



EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Brookdale Senior Living Inc. (the "Company") for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Lucinda M. Baier, as President and Chief Executive Officer of the Company, and Steven E. Swain, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Lucinda M. Baier
Name:Lucinda M. Baier
Title:President and Chief Executive Officer
Date:February 15, 2022
/s/ Steven E. Swain
Name:Steven E. Swain
Title:Executive Vice President and Chief Financial Officer
Date:February 15, 2022