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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brookdale Senior Living Inc | NYSE:BKD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.21 | 2.92% | 7.40 | 7.50 | 7.29 | 7.39 | 2,277,614 | 01:00:00 |
[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
20-3068069
(I.R.S. Employer
Identification No.)
|
(Registrant's telephone number including area code)
|
(615) 221-2250
|
Title of Each Class
Common Stock, $0.01 Par Value Per Share
|
Name of Each Exchange on Which Registered
New York Stock Exchange
|
Large accelerated filer
[X]
|
Accelerated filer
[ ]
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
PAGE
|
||
PART I
|
||
Item 1
|
5
|
|
18
|
||
Item 1A
|
21
|
|
Item 1B
|
35
|
|
Item 2
|
36
|
|
Item 3
|
37
|
|
Item 4
|
37
|
|
PART II
|
||
Item 5
|
38
|
|
Item 6
|
41
|
|
Item 7
|
42
|
|
Item 7A
|
74
|
|
Item 8
|
75
|
|
Item 9
|
120
|
|
Item 9A
|
120
|
|
Item 9B
|
120
|
|
PART III
|
||
Item 10
|
120
|
|
Item 11
|
121
|
|
Item 12
|
121
|
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Item 13
|
122
|
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Item 14
|
122
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|
PART IV
|
||
Item 15
|
122
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•
|
Enhance our customer and associate experience
. With this priority, we are simplifying the role of the executive directors of our communities to allow them to focus on our customers and associates, improving our model for recruiting and retaining community associates, implementing new talent development and training programs, and will continue to implement an expanded system to gauge and improve the quality of our relationships with our customers and associates.
|
•
|
Improve our marketing and sales processes
. We have designed and begun implementation of a network sales model, have begun to design and implement a new lead management system, and have begun segmenting our communities to align operating standards with optimal market positions. We will continue to leverage our brand recognition while pursuing a multi-layered marketing approach, which includes customized marketing campaigns in markets and communities with the highest potential. Our network sales model is designed to better coordinate our sales efforts among our communities within a given market. Our community segmentation efforts are intended to identify optimal levels of price, service offerings, amenities and programs to be offered in our communities based on local demand so that we can adjust our operating standards to create differentiated value to meet the needs of our customers.
|
•
|
Simplify our organization
. We are actively identifying and executing on initiatives to simplify our organization in order to align our structure around our customers' priorities while improving our operational effectiveness and efficiency. Through our realignment efforts, we have reduced spans and layers in our organization to increase accountability and bring decision making closer to our customers. We also plan to continue to establish corporate shared service centers of excellence to reduce costs and improve our effectiveness. We expect that our organizational simplification and streamlining efforts will lead to opportunities for general and administrative expense efficiencies.
|
•
|
Optimize our portfolio and leverage scale
. Our initiatives will focus on maximizing the value and performance of our ancillary services business, optimizing our community portfolio, capturing synergies from our scale, and making strategic and cost effective capital expenditure investments. Through our ongoing portfolio optimization initiative, we intend to dispose of owned and leased communities and restructure leases in order to simplify and streamline our business, to increase the quality and durability of our cash flow, to improve our liquidity, and to reduce our debt and lease leverage. Disposals of owned assets may take the form of outright sales or contributions into ventures in which we would have an ownership interest, and we may desire to retain management rights on disposed assets. We also intend to restructure existing leases, including those with approaching maturities, which may take the form of non-renewal of leases, negotiation of revised lease terms, termination of leases in favor of venture structures in which we would have an interest and, to a lesser degree, the purchase of leased communities, particularly where we have favorable purchase options. Our criteria for identifying communities and transactions as part of this initiative include the market value of communities and their underlying performance, lease terms, capital requirements, location, market dynamics, physical plant condition and proximity to other communities in our portfolio. We expect to continue our capital expenditure programs, including our Program Max initiative through which we intend to expand, renovate, redevelop and reposition our communities where economically advantageous.
|
•
|
Innovate for growth
. We intend to evaluate, test and implement innovations that enhance customer and associate experience and to explore models to drive new economics.
|
•
|
During the three months ended March 31, 2016, we sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living (six communities; 389 units) and CCRCs – Rental (one community; 359 units) segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
|
•
|
During the three months ended June 30, 2016, we entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, we sold 32 of these communities (1,771 units) for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, we sold nine of these communities (444 units) for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community (63 units) from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities (175 units) within the portfolio were classified as held for sale as of December 31, 2016.
|
•
|
During 2016, we identified seven additional owned communities (766 units) as held for sale. During the three months ended December 31, 2016, we sold three of these communities (393 units) for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living (one community; 20 units), CCRCs – Rental (one community; 276 units) and Retirement Center (one community; 97 units) segments through the respective disposition dates. The remaining four communities (373 units) were classified as held for sale as of December 31, 2016.
|
•
|
HCP and Blackstone entered into an agreement pursuant to which HCP has agreed to sell 64 communities (5,967 units)—which are currently leased to us at above market rates and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion. Separately, we entered into an agreement with Blackstone pursuant to which we have agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which we expect to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the above market leases, and fund our share of anticipated closing costs and working capital. Following closing, we will manage the communities on behalf of the venture. We expect the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities; 3,364 units), Retirement Centers (nine communities; 1,180 units) and CCRCs-Rental (seven communities; 1,423 units). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to eight communities (867 units). HCP agreed to contribute immediately thereafter four of such communities, consisting of 527 units, to an existing unconsolidated venture with HCP in which we have a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities (773 units) were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities; 514 units), Retirement Centers (one community; 109 units) and CCRCs-Rental (one community; 244 units). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to 25 communities (2,031 units), which we expect to occur in stages through the end of fiscal 2017. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities; 1,759 units) and CCRCs-Rental (two communities; 272 units). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
|
•
|
Skilled management team with extensive experience
. Our senior management team and our Board of Directors have extensive experience in the senior living, healthcare and real estate industries, including the acquisition, operation and management of a broad range of senior living assets.
|
•
|
Geographically diverse, high-quality, purpose-built communities
. As of December 31, 2016, we are the largest operator of senior living communities in the United States based on total capacity, with 1,055 communities in 47 states and the ability to serve approximately 103,000 residents.
|
•
|
Ability to provide a broad spectrum of care
. Given our diverse mix of retirement centers, assisted living communities and CCRCs, as well as our ancillary services offerings, we are able to meet a wide range of our customers' needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
|
•
|
The size of our business allows us to realize cost and operating efficiencies
. 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 utilize our expertise and size to capitalize on economies of scale resulting from our national platform. Our geographic footprint and centralized infrastructure provide us with a significant operational advantage over local and regional operators of senior living communities. In connection with our formation transactions and our acquisitions, we negotiated new contracts for food, insurance and other goods and services. In addition, we have and will continue to consolidate corporate functions such as accounting, finance, human resources, legal, information technology and marketing.
|
•
|
Significant experience in providing ancillary services
. Through our ancillary services programs, we provide a range of home health, hospice, outpatient therapy, education, wellness and other ancillary services to residents of certain of our communities and to seniors outside our communities. Having therapy clinics located in, and home health agencies that provide services to, our senior living communities is a distinct competitive difference. We have significant experience in providing these ancillary services and expect to receive additional revenues as we expand our ancillary service offerings to additional communities and to seniors outside of our communities.
|
Name
|
Age
|
Position
|
||
Daniel A. Decker
|
64
|
Executive Chairman of the Board
|
||
T. Andrew Smith
|
56
|
President, Chief Executive Officer and Director
|
||
Labeed S. Diab
|
47
|
Chief Operating Officer
|
||
Lucinda M. Baier
|
52
|
Chief Financial Officer
|
||
Bryan D. Richardson
|
58
|
Executive Vice President and Chief Administrative Officer
|
||
Cedric T. Coco
|
49
|
Executive Vice President and Chief People Officer
|
||
Mary Sue Patchett
|
54
|
Executive Vice President – Community and Field Operations
|
||
H. Todd Kaestner
|
61
|
Executive Vice President – Corporate Development
|
||
George T. Hicks
|
59
|
Executive Vice President – Finance and Treasurer
|
•
|
We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
|
•
|
Increases in our outstanding indebtedness, leverage and long-term leases will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
•
|
Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
|
•
|
Our ability to pay dividends to our stockholders may be limited.
|
•
|
required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs;
|
•
|
state or federal agencies imposing fines, penalties and other sanctions (including payment suspensions) on us;
|
•
|
loss of our right to participate in the Medicare program or state programs;
|
•
|
damage to our business and reputation in various markets; or
|
•
|
significant investment of time and money even if eventually favorably determined.
|
•
|
a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
|
•
|
removal of directors only for cause, and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;
|
•
|
blank-check preferred stock;
|
•
|
provisions preventing stockholders from calling special meetings or acting by written consent;
|
•
|
advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
|
•
|
no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
|
•
|
variations in our quarterly results of operations and cash flow;
|
•
|
changes in our operating performance and liquidity guidance;
|
•
|
the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
|
•
|
additions or departures of key management personnel;
|
•
|
any increased indebtedness we may incur or lease obligations we may enter into in the future;
|
•
|
actions by institutional stockholders;
|
•
|
changes in market valuations of similar companies;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
speculation or reports by the press or investment community with respect to us or the senior living industry in general;
|
•
|
proxy contests or other shareholder activism;
|
•
|
increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
|
•
|
downturns in the real estate market or changes in market valuations of senior living communities;
|
•
|
changes or proposed changes in laws or regulations affecting the senior living industry or enforcement of these laws and regulations, or announcements relating to these matters; and
|
•
|
general market and economic conditions.
|
Occupancy
|
Ownership Status
|
|||||||||||||||||
State
|
Units
|
Rate
(1)(2)
|
Owned
|
Leased
|
Managed
|
Total
|
||||||||||||
Florida
|
16,344
|
83%
|
49
|
45
|
30
|
124
|
||||||||||||
Texas
|
13,823
|
85%
|
62
|
33
|
33
|
128
|
||||||||||||
California
|
10,827
|
86%
|
26
|
54
|
11
|
91
|
||||||||||||
Washington
|
4,679
|
91%
|
14
|
35
|
2
|
51
|
||||||||||||
Colorado
|
4,637
|
85%
|
11
|
19
|
9
|
39
|
||||||||||||
Ohio
|
4,314
|
84%
|
23
|
23
|
5
|
51
|
||||||||||||
Illinois
|
3,699
|
88%
|
2
|
10
|
6
|
18
|
||||||||||||
North Carolina
|
3,680
|
86%
|
7
|
52
|
1
|
60
|
||||||||||||
Arizona
|
3,495
|
87%
|
15
|
15
|
4
|
34
|
||||||||||||
Oregon
|
3,190
|
93%
|
8
|
30
|
5
|
43
|
||||||||||||
New York
|
2,552
|
85%
|
17
|
15
|
3
|
35
|
||||||||||||
Virginia
|
2,497
|
88%
|
7
|
7
|
3
|
17
|
||||||||||||
Michigan
|
2,123
|
89%
|
9
|
23
|
1
|
33
|
||||||||||||
Tennessee
|
2,093
|
92%
|
13
|
14
|
4
|
31
|
||||||||||||
South Carolina
|
1,676
|
84%
|
4
|
20
|
0
|
24
|
||||||||||||
Georgia
|
1,568
|
87%
|
5
|
12
|
4
|
21
|
||||||||||||
Kansas
|
1,548
|
90%
|
8
|
12
|
2
|
22
|
||||||||||||
Oklahoma
|
1,477
|
83%
|
4
|
21
|
2
|
27
|
||||||||||||
New Jersey
|
1,459
|
88%
|
7
|
10
|
1
|
18
|
||||||||||||
Massachusetts
|
1,459
|
80%
|
3
|
5
|
4
|
12
|
||||||||||||
Alabama
|
1,364
|
86%
|
7
|
2
|
1
|
10
|
||||||||||||
Pennsylvania
|
1,279
|
89%
|
8
|
3
|
1
|
12
|
||||||||||||
Rhode Island
|
1,186
|
84%
|
1
|
4
|
4
|
9
|
||||||||||||
Missouri
|
1,184
|
86%
|
2
|
1
|
2
|
5
|
||||||||||||
Indiana
|
1,183
|
75%
|
4
|
8
|
1
|
13
|
||||||||||||
Connecticut
|
977
|
70%
|
2
|
7
|
1
|
10
|
||||||||||||
Kentucky
|
895
|
76%
|
1
|
4
|
1
|
6
|
||||||||||||
Minnesota
|
874
|
77%
|
2
|
15
|
1
|
18
|
||||||||||||
Wisconsin
|
869
|
82%
|
6
|
12
|
2
|
20
|
||||||||||||
New Mexico
|
793
|
66%
|
2
|
4
|
1
|
7
|
||||||||||||
Mississippi
|
645
|
88%
|
5
|
3
|
0
|
8
|
||||||||||||
Maryland
|
614
|
95%
|
2
|
2
|
3
|
7
|
||||||||||||
Louisiana
|
611
|
86%
|
6
|
1
|
0
|
7
|
||||||||||||
Idaho
|
605
|
86%
|
7
|
1
|
0
|
8
|
||||||||||||
Nevada
|
604
|
89%
|
4
|
3
|
0
|
7
|
||||||||||||
Arkansas
|
494
|
94%
|
4
|
0
|
1
|
5
|
||||||||||||
Nebraska
|
455
|
85%
|
0
|
5
|
0
|
5
|
||||||||||||
Utah
|
368
|
81%
|
0
|
2
|
2
|
4
|
||||||||||||
Montana
|
238
|
96%
|
1
|
2
|
0
|
3
|
||||||||||||
West Virginia
|
220
|
97%
|
1
|
1
|
0
|
2
|
||||||||||||
Delaware
|
200
|
87%
|
2
|
1
|
0
|
3
|
||||||||||||
Wyoming
|
113
|
81%
|
0
|
2
|
0
|
2
|
||||||||||||
Iowa
|
106
|
72%
|
0
|
0
|
1
|
1
|
||||||||||||
Vermont
|
101
|
88%
|
1
|
0
|
0
|
1
|
||||||||||||
New Hampshire
|
90
|
96%
|
1
|
0
|
0
|
1
|
||||||||||||
North Dakota
|
85
|
85%
|
0
|
1
|
0
|
1
|
||||||||||||
Maine
|
81
|
56%
|
0
|
0
|
1
|
1
|
||||||||||||
Total
|
103,374
|
86%
|
363
|
539
|
153
|
1,055
|
(1) |
Includes the impact of managed properties.
|
(2) |
Represents occupancy at December 31, 2016.
|
Item 5. |
Fiscal 2016
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
19.71
|
$
|
11.28
|
||||
Second Quarter
|
$
|
19.42
|
$
|
14.43
|
||||
Third Quarter
|
$
|
18.62
|
$
|
14.75
|
||||
Fourth Quarter
|
$
|
17.70
|
$
|
10.65
|
Fiscal 2015
|
||||||||
High
|
Low
|
|||||||
First Quarter
|
$
|
38.96
|
$
|
31.33
|
||||
Second Quarter
|
$
|
39.89
|
$
|
34.60
|
||||
Third Quarter
|
$
|
35.35
|
$
|
22.00
|
||||
Fourth Quarter
|
$
|
25.48
|
$
|
16.58
|
|
|
12/11
|
12/12
|
12/13
|
12/14
|
12/15
|
12/16
|
Brookdale Senior Living Inc.
|
100.00
|
145.60
|
156.30
|
210.87
|
106.15
|
71.42
|
|
S&P 500
|
100.00
|
116.00
|
153.58
|
174.60
|
177.01
|
198.18
|
|
S&P Health Care
|
100.00
|
117.89
|
166.76
|
209.02
|
223.42
|
217.41
|
Period
|
Total
Number of
Shares
Purchased (1)
|
|
|
Average
Price Paid
per Share ($)
|
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (2)
|
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs ($ in thousands) (2)
|
|||||
10/1/2016 - 10/31/2016
|
—
|
—
|
—
|
82,387
|
|||||||||||
11/1/2016 - 11/30/2016
|
755,508
|
12.85
|
750,000
|
90,360
|
|||||||||||
12/1/2016 - 12/31/2016
|
12,203
|
11.39
|
—
|
90,360
|
|||||||||||
Total
|
|
|
767,711
|
12.83
|
|
|
750,000
|
|
|
|
(1) |
Shares purchased include 750,000 shares purchased in open market transactions pursuant to the publicly announced repurchase program summarized in footnote 2 below and the following number of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock: November 2016—5,508 shares; and December 2016—12,203 shares. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
|
(2) |
On November 1, 2016, the Company announced that its Board of Directors had approved a new share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of its common stock, which replaced and terminated the prior repurchase authorization approved by the Board in 2011 that had remaining availability of approximately $82.4 million at the time of termination. No shares were purchased pursuant to the prior authorization during the three months ended December 31, 2016. The new share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements, and capital availability. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of December 31, 2016, approximately $90.4 million remained available under the new share repurchase authorization.
|
For the Years Ended December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
(in thousands, except per share and other operating data)
|
||||||||||||||||||||
Total revenue
|
$
|
4,976,980
|
$
|
4,960,608
|
$
|
3,831,706
|
$
|
2,891,966
|
$
|
2,768,738
|
||||||||||
Facility operating expense
|
2,799,402
|
2,788,862
|
2,210,368
|
1,671,945
|
1,630,919
|
|||||||||||||||
General and administrative expense
|
313,409
|
370,579
|
280,267
|
180,627
|
178,829
|
|||||||||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
3,921
|
―
|
|||||||||||||||
Facility lease expense
|
373,635
|
367,574
|
323,830
|
276,729
|
284,025
|
|||||||||||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
268,757
|
252,281
|
|||||||||||||||
Loss (gain) on acquisition
|
―
|
―
|
―
|
―
|
636
|
|||||||||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
12,891
|
27,677
|
|||||||||||||||
Loss (gain) on facility lease termination
|
11,113
|
76,143
|
―
|
―
|
(11,584
|
)
|
||||||||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
345,808
|
325,016
|
|||||||||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
3,916,611
|
2,760,678
|
2,687,799
|
|||||||||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
131,288
|
80,939
|
||||||||||||
Interest income
|
2,933
|
1,603
|
1,343
|
1,339
|
4,012
|
|||||||||||||||
Interest expense
|
(385,617
|
)
|
(388,764
|
)
|
(248,188
|
)
|
(137,399
|
)
|
(146,783
|
)
|
||||||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
(6,387
|
)
|
(1,265
|
)
|
(221
|
)
|
||||||||||
Equity in earnings (loss) earnings of unconsolidated ventures
|
1,660
|
(804
|
)
|
171
|
1,484
|
(3,488
|
)
|
|||||||||||||
Gain (loss) on sale of assets, net
|
7,218
|
1,270
|
446
|
972
|
(332
|
)
|
||||||||||||||
Other non-operating income
|
14,801
|
8,557
|
6,789
|
1,753
|
925
|
|||||||||||||||
Loss before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(330,731
|
)
|
(1,828
|
)
|
(64,948
|
)
|
||||||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
181,305
|
(1,756
|
)
|
(1,519
|
)
|
||||||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(149,426
|
)
|
(3,584
|
)
|
(66,467
|
)
|
||||||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
436
|
―
|
―
|
|||||||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
(3,584
|
)
|
$
|
(66,467
|
)
|
|||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.18
|
)
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
$
|
(0.03
|
)
|
$
|
(0.54
|
)
|
|||||
Weighted average shares of common stock used in computing basic and diluted net income (loss) per share
|
185,653
|
184,333
|
148,185
|
123,671
|
121,991
|
|||||||||||||||
Other Operating Data:
|
||||||||||||||||||||
Total number of communities (at end of period)
|
1,055
|
1,123
|
1,143
|
649
|
647
|
|||||||||||||||
Total units operated
(1)
|
||||||||||||||||||||
Period end
|
102,768
|
107,786
|
110,219
|
66,832
|
65,936
|
|||||||||||||||
Weighted average
|
106,122
|
109,342
|
84,299
|
66,173
|
66,102
|
|||||||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.0
|
%
|
86.8
|
%
|
88.3
|
%
|
88.7
|
%
|
88.0
|
%
|
||||||||||
RevPOR
(2)
|
$
|
4,468
|
$
|
4,310
|
$
|
4,357
|
$
|
4,383
|
$
|
4,271
|
As of December 31,
|
||||||||||||||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
(in millions)
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
216.4
|
$
|
88.0
|
$
|
104.1
|
$
|
58.5
|
$
|
69.2
|
||||||||||
Total assets
|
$
|
9,217.7
|
$
|
10,048.6
|
$
|
10,417.5
|
$
|
4,695.6
|
$
|
4,672.8
|
||||||||||
Total long-term debt and line of credit
|
$
|
3,559.6
|
$
|
3,942.8
|
$
|
3,597.0
|
$
|
2,342.3
|
$
|
2,339.0
|
||||||||||
Total capital and financing lease obligations
|
$
|
2,485.5
|
$
|
2,489.6
|
$
|
2,649.2
|
$
|
299.8
|
$
|
319.8
|
||||||||||
Total equity
|
$
|
2,077.7
|
$
|
2,458.7
|
$
|
2,882.2
|
$
|
1,020.9
|
$
|
997.0
|
(1)
|
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(2)
|
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
•
|
Enhance our customer and associate experience
. With this priority, we are simplifying the role of the executive directors of our communities to allow them to focus on our customers and associates, improving our model for recruiting and retaining community associates, implementing new talent development and training programs, and will continue to implement an expanded system to gauge and improve the quality of our relationships with our customers and associates.
|
•
|
Improve our marketing and sales processes
. We have designed and begun implementation of a network sales model, have begun to design and implement a new lead management system, and have begun segmenting our communities to align operating standards with optimal market positions. We will continue to leverage our brand recognition while pursuing a multi-layered marketing approach, which includes customized marketing campaigns in markets and communities with the highest potential. Our network sales model is designed to better coordinate our sales efforts among our communities within a given market. Our community segmentation efforts are intended to identify optimal levels of price, service offerings, amenities and programs to be offered in our communities based on local demand so that we can adjust our operating standards to create differentiated value to meet the needs of our customers.
|
•
|
Simplify our organization
. We are actively identifying and executing on initiatives to simplify our organization in order to align our structure around our customers' priorities while improving our operational effectiveness and efficiency. Through our realignment efforts, we have reduced spans and layers in our organization to increase accountability and bring decision making closer to our customers. We also plan to continue to establish corporate shared service centers of excellence to reduce costs and improve our effectiveness. We expect that our organizational simplification and streamlining efforts will lead to opportunities for general and administrative expense efficiencies.
|
•
|
Optimize our portfolio and leverage scale
. Our initiatives will focus on maximizing the value and performance of our ancillary services business, optimizing our community portfolio, capturing synergies from our scale, and making strategic and cost effective capital expenditure investments. Through our ongoing portfolio optimization initiative, we intend to dispose of owned and leased communities and restructure leases in order to simplify and streamline our business, to increase the quality and durability of our cash flow, to improve our liquidity and to reduce our debt and lease leverage. Disposals of owned assets may take the form of outright sales or contributions into ventures in which we would have an ownership interest, and we may desire to retain management rights on disposed assets. We also intend to restructure existing leases, including those with approaching maturities, which may take the form of non-renewal of leases, negotiation of revised lease terms, termination of leases in favor of venture structures in which we would have an interest and, to a lesser degree, the purchase of leased communities, particularly where we have favorable purchase options. Our criteria for identifying communities and transactions as part of this initiative include the market value of communities and their underlying performance, lease terms, capital requirements, location, market dynamics, physical plant condition and proximity to other communities in our portfolio. We expect to continue our capital expenditure programs, including our Program Max initiative through which we intend to expand, renovate, redevelop and reposition our communities where economically advantageous.
|
•
|
Innovate for growth
. We intend to evaluate, test and implement innovations that enhance customer and associate experience and to explore models to drive new economics.
|
•
|
During the three months ended March 31, 2016, we sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living (six communities; 389 units) and CCRCs – Rental (one community; 359 units) segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
|
•
|
During the three months ended June 30, 2016, we entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, we sold 32 of these communities (1,771 units) for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, we sold nine of these communities (444 units) for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community (63 units) from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities (175 units) within the portfolio were classified as held for sale as of December 31, 2016.
|
•
|
During 2016, we identified seven additional owned communities (766 units) as held for sale. During the three months ended December 31, 2016, we sold three of these communities (393 units) for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living (one community; 20 units), CCRCs – Rental (one community; 276 units) and Retirement Center (one community; 97 units) segments through the respective disposition dates. The remaining four communities (373 units) were classified as held for sale as of December 31, 2016.
|
•
|
HCP, Inc. ("HCP") and affiliates of Blackstone Real Estate Advisors VIII L.P. (collectively, "Blackstone") entered into an agreement pursuant to which HCP has agreed to sell 64 communities (5,967 units)—which are currently leased to us at above market rates and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion. Separately, we entered into an agreement with Blackstone pursuant to which we have agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which we expect to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the above market leases, and fund our share of anticipated closing costs and working capital. Following closing, we will manage the communities on behalf of the venture. We expect the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities; 3,364 units), Retirement Centers (nine communities; 1,180 units) and CCRCs-Rental (seven communities; 1,423 units). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to eight communities (867 units). HCP agreed to contribute immediately thereafter four of such communities, consisting of 527 units, to an existing unconsolidated venture with HCP in which we have a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities (773 units) were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities; 514 units), Retirement Centers (one community; 109 units) and CCRCs-Rental (one community; 244 units). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
|
•
|
We and HCP agreed to terminate triple-net leases with respect to 25 communities (2,031 units), which we expect to occur in stages through the end of fiscal 2017. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities; 1,759 units) and CCRCs-Rental (two communities; 272 units). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Total revenue
|
$
|
4,977.0
|
$
|
4,960.6
|
$
|
16.4
|
0.3
|
%
|
||||||||
Facility operating expense
|
$
|
2,799.4
|
$
|
2,788.9
|
$
|
10.5
|
0.4
|
%
|
||||||||
Net income (loss)
|
$
|
(404.6
|
)
|
$
|
(458.2
|
)
|
$
|
(53.5
|
)
|
(11.7
|
)%
|
|||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404.4
|
)
|
$
|
(457.5
|
)
|
$
|
(53.1
|
)
|
(11.6
|
)%
|
|||||
Adjusted EBITDA
(1)
|
$
|
770.8
|
$
|
728.2
|
$
|
42.6
|
5.8
|
%
|
||||||||
Net cash provided by operating activities
|
$
|
365.7
|
$
|
292.4
|
$
|
73.4
|
25.1
|
%
|
||||||||
Cash From Facility Operations
(1)
|
$
|
312.6
|
$
|
257.3
|
$
|
55.3
|
21.5
|
%
|
(1) |
We changed our definition and calculation of Adjusted EBITDA and Cash From Facility Operations when we reported results for the second quarter of 2016 and the third quarter of 2016. Prior period amounts of Adjusted EBITDA and Cash From Facility Operations included in this Annual Report on Form 10-K have been recast to conform to the new definitions. See "Non-GAAP Financial Measures" below for important information regarding these measures, including a description of the changes to such definitions.
|
(dollars in thousands, except Total RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
679,503
|
$
|
657,940
|
$
|
21,563
|
3.3
|
%
|
||||||||
Assisted Living
|
2,419,459
|
2,445,457
|
(25,998
|
)
|
(1.1
|
)%
|
||||||||||
CCRCs - Rental
|
592,826
|
604,572
|
(11,746
|
)
|
(1.9
|
)%
|
||||||||||
Brookdale Ancillary Services
|
476,833
|
469,158
|
7,675
|
1.6
|
%
|
|||||||||||
Total resident fees
|
4,168,621
|
4,177,127
|
(8,506
|
)
|
(0.2
|
)%
|
||||||||||
Management services
(1)
|
808,359
|
783,481
|
24,878
|
3.2
|
%
|
|||||||||||
Total revenue
|
4,976,980
|
4,960,608
|
16,372
|
0.3
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
384,973
|
372,683
|
12,290
|
3.3
|
%
|
|||||||||||
Assisted Living
|
1,542,642
|
1,568,154
|
(25,512
|
)
|
(1.6
|
)%
|
||||||||||
CCRCs - Rental
|
459,417
|
454,077
|
5,340
|
1.2
|
%
|
|||||||||||
Brookdale Ancillary Services
|
412,370
|
393,948
|
18,422
|
4.7
|
%
|
|||||||||||
Total facility operating expense
|
2,799,402
|
2,788,862
|
10,540
|
0.4
|
%
|
|||||||||||
General and administrative expense
|
313,409
|
370,579
|
(57,170
|
)
|
(15.4
|
)%
|
||||||||||
Transaction costs
|
3,990
|
8,252
|
(4,262
|
)
|
(51.6
|
)%
|
||||||||||
Facility lease expense
|
373,635
|
367,574
|
6,061
|
1.6
|
%
|
|||||||||||
Depreciation and amortization
|
520,402
|
733,165
|
(212,763
|
)
|
(29.0
|
)%
|
||||||||||
Asset impairment
|
248,515
|
57,941
|
190,574
|
328.9
|
%
|
|||||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
(65,030
|
)
|
(85.4
|
)%
|
||||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
14,299
|
2.0
|
%
|
|||||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
(117,751
|
)
|
(2.3
|
)%
|
||||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(134,123
|
)
|
(81.2
|
)%
|
||||||||
Interest income
|
2,933
|
1,603
|
1,330
|
83.0
|
%
|
|||||||||||
Interest expense
|
(385,617
|
)
|
(388,764
|
)
|
(3,147
|
)
|
(0.8
|
)%
|
||||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
2,150
|
30.6
|
%
|
|||||||||
Equity in earnings (loss) of unconsolidated ventures
|
1,660
|
(804
|
)
|
2,464
|
306.5
|
%
|
||||||||||
Gain on sale of assets, net
|
7,218
|
1,270
|
5,948
|
468.3
|
%
|
|||||||||||
Other non-operating income
|
14,801
|
8,557
|
6,244
|
73.0
|
%
|
|||||||||||
Income (loss) before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(151,106
|
)
|
(27.5
|
)%
|
||||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
(97,587
|
)
|
(105.8
|
)%
|
|||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(53,519
|
)
|
(11.7
|
)%
|
||||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
(439
|
)
|
(64.7
|
)%
|
||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(53,080
|
)
|
(11.6
|
)%
|
|||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities operated (period end)
|
1,055
|
1,123
|
(68
|
)
|
(6.1
|
)%
|
||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
102,768
|
107,786
|
(5,018
|
)
|
(4.7
|
)%
|
||||||||||
Weighted average
|
106,122
|
109,342
|
(3,220
|
)
|
(2.9
|
)%
|
||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
77,135
|
80,917
|
(3,782
|
)
|
(4.7
|
)%
|
||||||||||
Weighted average
|
79,932
|
82,508
|
(2,576
|
)
|
(3.1
|
)%
|
||||||||||
Total RevPAR
(3)
|
$
|
4,342
|
$
|
4,216
|
$
|
126
|
3.0
|
%
|
||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.0
|
%
|
86.8
|
%
|
(0.8
|
)%
|
(0.9
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,468
|
$
|
4,310
|
$
|
158
|
3.7
|
%
|
(dollars in thousands, except RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2016
|
2015
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
93
|
95
|
(2
|
)
|
(2.1
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,017
|
17,093
|
(76
|
)
|
(0.4
|
)%
|
||||||||||
Weighted average
|
17,103
|
17,308
|
(205
|
)
|
(1.2
|
)%
|
||||||||||
RevPAR
(5)
|
3,311
|
3,168
|
143
|
4.5
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
89.0
|
%
|
88.8
|
%
|
0.2
|
%
|
0.2
|
%
|
||||||||
RevPOR
(4)
|
$
|
3,720
|
$
|
3,570
|
$
|
150
|
4.2
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
768
|
820
|
(52
|
)
|
(6.3
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
50,682
|
53,500
|
(2,818
|
)
|
(5.3
|
)%
|
||||||||||
Weighted average
|
52,777
|
54,714
|
(1,937
|
)
|
(3.5
|
)%
|
||||||||||
RevPAR
(5)
|
3,820
|
3,725
|
95
|
2.6
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
85.5
|
%
|
86.7
|
%
|
(1.2
|
)%
|
(1.4
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,468
|
$
|
4,297
|
$
|
171
|
4.0
|
%
|
||||||||
CCRCs – Rental
|
||||||||||||||||
Number of communities (period end)
|
41
|
44
|
(3
|
)
|
(6.8
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
9,436
|
10,324
|
(888
|
)
|
(8.6
|
)%
|
||||||||||
Weighted average
|
10,052
|
10,486
|
(434
|
)
|
(4.1
|
)%
|
||||||||||
RevPAR
(5)
|
4,880
|
4,779
|
101
|
2.1
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
83.8
|
%
|
84.4
|
%
|
(0.6
|
)%
|
(0.7
|
)%
|
||||||||
RevPOR
(4)
|
$
|
5,824
|
$
|
5,668
|
$
|
156
|
2.8
|
%
|
||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
153
|
164
|
(11
|
)
|
(6.7
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
25,633
|
26,869
|
(1,236
|
)
|
(4.6
|
)%
|
||||||||||
Weighted average
|
26,190
|
26,834
|
(644
|
)
|
(2.4
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
87.0
|
%
|
86.0
|
%
|
1.0
|
%
|
1.2
|
%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
1,713,733
|
2,506,203
|
(792,470
|
)
|
(31.6
|
)%
|
||||||||||
Home Health average daily census
|
15,067
|
13,814
|
1,253
|
9.1
|
%
|
|||||||||||
Hospice average daily census
|
767
|
474
|
293
|
61.8
|
%
|
(1) |
Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.
|
(2) |
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(3) |
Total RevPAR, or average monthly resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(4) |
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(5) |
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(dollars in thousands, except Total RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2015
|
2014
|
Amount
|
Percent
|
|||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
657,940
|
$
|
582,312
|
$
|
75,628
|
13.0
|
%
|
||||||||
Assisted Living
|
2,445,457
|
1,685,563
|
759,894
|
45.1
|
%
|
|||||||||||
CCRCs - Rental
|
604,572
|
493,173
|
111,399
|
22.6
|
%
|
|||||||||||
CCRCs - Entry Fee
|
-
|
202,414
|
(202,414
|
)
|
(100.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
469,158
|
337,835
|
131,323
|
38.9
|
%
|
|||||||||||
Total resident fees
|
4,177,127
|
3,301,297
|
875,830
|
26.5
|
%
|
|||||||||||
Management services
(1)
|
783,481
|
530,409
|
253,072
|
47.7
|
%
|
|||||||||||
Total revenue
|
4,960,608
|
3,831,706
|
1,128,902
|
29.5
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
372,683
|
333,429
|
39,254
|
11.8
|
%
|
|||||||||||
Assisted Living
|
1,568,154
|
1,077,074
|
491,080
|
45.6
|
%
|
|||||||||||
CCRCs - Rental
|
454,077
|
371,512
|
82,565
|
22.2
|
%
|
|||||||||||
CCRCs - Entry Fee
|
-
|
153,981
|
(153,981
|
)
|
(100.0
|
)%
|
||||||||||
Brookdale Ancillary Services
|
393,948
|
274,372
|
119,576
|
43.6
|
%
|
|||||||||||
Total facility operating expense
|
2,788,862
|
2,210,368
|
578,494
|
26.2
|
%
|
|||||||||||
General and administrative expense
|
370,579
|
280,267
|
90,312
|
32.2
|
%
|
|||||||||||
Transaction costs
|
8,252
|
66,949
|
(58,697
|
)
|
(87.7
|
)%
|
||||||||||
Facility lease expense
|
367,574
|
323,830
|
43,744
|
13.5
|
%
|
|||||||||||
Depreciation and amortization
|
733,165
|
537,035
|
196,130
|
36.5
|
%
|
|||||||||||
Loss on facility lease termination
|
76,143
|
-
|
76,143
|
100.0
|
%
|
|||||||||||
Asset impairment
|
57,941
|
9,992
|
47,949
|
479.9
|
%
|
|||||||||||
Costs incurred on behalf of managed communities
|
723,298
|
488,170
|
235,128
|
48.2
|
%
|
|||||||||||
Total operating expense
|
5,125,814
|
3,916,611
|
1,209,203
|
30.9
|
%
|
|||||||||||
Income (loss) from operations
|
(165,206
|
)
|
(84,905
|
)
|
80,301
|
94.6
|
%
|
|||||||||
Interest income
|
1,603
|
1,343
|
260
|
19.4
|
%
|
|||||||||||
Interest expense
|
(388,764
|
)
|
(248,188
|
)
|
140,576
|
56.6
|
%
|
|||||||||
Debt modification and extinguishment costs
|
(7,020
|
)
|
(6,387
|
)
|
633
|
9.9
|
%
|
|||||||||
Equity in (loss) earnings of unconsolidated ventures
|
(804
|
)
|
171
|
(975
|
)
|
(570.2
|
)%
|
|||||||||
Gain on sale of assets, net
|
1,270
|
446
|
824
|
184.8
|
%
|
|||||||||||
Other non-operating income
|
8,557
|
6,789
|
1,768
|
26.0
|
%
|
|||||||||||
Income (loss) before income taxes
|
(550,364
|
)
|
(330,731
|
)
|
219,633
|
66.4
|
%
|
|||||||||
Benefit (provision) for income taxes
|
92,209
|
181,305
|
(89,096
|
)
|
(49.1
|
)%
|
||||||||||
Net income (loss)
|
(458,155
|
)
|
(149,426
|
)
|
308,729
|
206.6
|
%
|
|||||||||
Net (income) loss attributable to noncontrolling interest
|
678
|
436
|
242
|
55.5
|
%
|
|||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
$
|
308,487
|
207.1
|
%
|
||||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities operated (period end)
|
1,123
|
1,143
|
(20
|
)
|
(1.7
|
)%
|
||||||||||
Total units operated
(2)
|
||||||||||||||||
Period end
|
107,786
|
110,219
|
(2,433
|
)
|
(2.2
|
)%
|
||||||||||
Weighted average
|
109,342
|
84,299
|
25,043
|
29.7
|
%
|
|||||||||||
Owned/leased communities units
(2)
|
||||||||||||||||
Period end
|
80,917
|
82,984
|
(2,067
|
)
|
(2.5
|
)%
|
||||||||||
Weighted average
|
82,508
|
63,710
|
18,798
|
29.5
|
%
|
|||||||||||
Total RevPAR
(3)
|
4,216
|
4,290
|
(74
|
)
|
(1.7
|
)%
|
||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.8
|
%
|
88.3
|
%
|
(1.5
|
)%
|
(1.7
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,310
|
$
|
4,357
|
$
|
(47
|
)
|
(1.1
|
)%
|
(dollars in thousands, except RevPAR and RevPOR)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
2015
|
2014
|
Amount
|
Percent
|
|||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
95
|
99
|
(4
|
)
|
(4.0
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
17,093
|
17,315
|
(222
|
)
|
(1.3
|
)%
|
||||||||||
Weighted average
|
17,308
|
15,558
|
1,750
|
11.2
|
%
|
|||||||||||
RevPAR
(5)
|
3,168
|
3,119
|
49
|
1.6
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
88.8
|
%
|
89.5
|
%
|
(0.7
|
)%
|
(0.8
|
)%
|
||||||||
RevPOR
(4)
|
$
|
3,570
|
$
|
3,485
|
$
|
85
|
2.4
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
820
|
838
|
(18
|
)
|
(2.1
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
53,500
|
55,189
|
(1,689
|
)
|
(3.1
|
)%
|
||||||||||
Weighted average
|
54,714
|
36,350
|
18,364
|
50.5
|
%
|
|||||||||||
RevPAR
(5)
|
3,725
|
3,864
|
(139
|
)
|
(3.6
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
86.7
|
%
|
88.7
|
%
|
(2.0
|
)%
|
(2.3
|
)%
|
||||||||
RevPOR
(4)
|
$
|
4,297
|
$
|
4,356
|
$
|
(59
|
)
|
(1.4
|
)%
|
|||||||
CCRCs – Rental
|
||||||||||||||||
Number of communities (period end)
|
44
|
45
|
(1
|
)
|
(2.2
|
)%
|
||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
10,324
|
10,480
|
(156
|
)
|
(1.5
|
)%
|
||||||||||
Weighted average
|
10,486
|
8,298
|
2,188
|
26.4
|
%
|
|||||||||||
RevPAR
(5)
|
4,779
|
4,937
|
(158
|
)
|
(3.2
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
84.4
|
%
|
85.8
|
%
|
(1.4
|
)%
|
(1.6
|
)%
|
||||||||
RevPOR
(4)
|
$
|
5,668
|
$
|
5,757
|
$
|
(89
|
)
|
(1.5
|
)%
|
|||||||
CCRCs – Entry Fee
|
||||||||||||||||
Number of communities (period end)
|
—
|
—
|
—
|
—
|
||||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
—
|
—
|
—
|
—
|
||||||||||||
Weighted average
|
—
|
3,504
|
(3,504
|
)
|
(100.0
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
—
|
85.2
|
%
|
(85.2
|
)%
|
(100.0
|
)%
|
|||||||||
RevPOR
(4)
|
$
|
—
|
$
|
5,103
|
$
|
(5,103
|
)
|
(100.0
|
)%
|
|||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
164
|
161
|
3
|
1.9
|
%
|
|||||||||||
Total units
(2)
|
||||||||||||||||
Period end
|
26,869
|
27,235
|
(366
|
)
|
(1.3
|
)%
|
||||||||||
Weighted average
|
26,834
|
20,589
|
6,245
|
30.3
|
%
|
|||||||||||
Occupancy rate (weighted average)
|
86.0
|
%
|
86.5
|
%
|
(0.5
|
)%
|
(0.6
|
)%
|
||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
2,506,203
|
3,053,436
|
(547,233
|
)
|
(17.9
|
)%
|
||||||||||
Home Health average daily census
|
13,814
|
8,345
|
5,469
|
65.5
|
%
|
|||||||||||
Hospice average daily census
|
474
|
364
|
110
|
30.2
|
%
|
(1) |
Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.
|
(2) |
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
(3) |
Total RevPAR, or average monthly resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(4) |
RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
|
(5) |
RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
|
Year Ended
December 31,
|
||||||||
2016
|
2015
|
|||||||
Cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
||||
Cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
|||||
Cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
|||||
Net increase (decrease) in cash and cash equivalents
|
128,368
|
(16,054
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
88,029
|
104,083
|
||||||
Cash and cash equivalents at end of year
|
$
|
216,397
|
$
|
88,029
|
•
|
cash balances on hand;
|
•
|
cash flows from operations;
|
•
|
proceeds from our credit facilities;
|
•
|
funds generated through unconsolidated venture arrangements;
|
•
|
proceeds from mortgage financing, refinancing of various assets or sale-leaseback transactions;
|
•
|
funds raised in the debt or equity markets; and
|
•
|
proceeds from the disposition of assets.
|
•
|
working capital;
|
•
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration and transaction and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our current communities and the development of new communities;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchases of common stock under our share repurchase authorizations;
|
•
|
other corporate initiatives (including integration, information systems, branding and other strategic projects); and
|
•
|
prior to 2009, dividend payments.
|
•
|
working capital;
|
•
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
•
|
debt service and lease payments;
|
•
|
acquisition consideration, capital contributions in connection with the Blackstone transaction, and transaction and integration costs;
|
•
|
capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our existing communities;
|
•
|
cash funding needs of our unconsolidated ventures for operating, capital expenditure and financing needs;
|
•
|
cash collateral required to be posted in connection with our financial instruments and insurance programs;
|
•
|
purchase of common stock under our share repurchase authorization; and
|
•
|
other corporate initiatives (including information systems and other strategic projects).
|
Actual 2016
|
Anticipated 2017 Range
|
|||||||
Community-level capital expenditures, net
(1)
|
$
|
160.9
|
$
|
150.0 - 155.0
|
||||
Corporate
(2)
|
59.9
|
40.0 - 45.0
|
||||||
Non-development capital expenditures, net
|
$
|
220.8
|
$
|
190.0 - 200.0
|
||||
Development capital expenditures, net
(3)
|
23.9
|
40.0 - 50.0
|
||||||
Total capital expenditures, net
|
$
|
244.7
|
$
|
230.0 - 250.0
|
(1)
|
Amount shown for the year ended December 31, 2016 is the amount invested, net of lessor reimbursements of $35.5 million, which is included in Adjusted Free Cash Flow. Recurring community-level capital expenditures of $58.6 million, net of lessor reimbursements of $8.9 million, are included in Cash From Facility Operations for the year ended December 31, 2016. Anticipated amounts shown for 2017 are amounts invested or anticipated to be invested, net of approximately $5.0 million to $10.0 million of lessor reimbursements received or anticipated to be received, and payments are included in Adjusted Free Cash Flow.
|
(2)
|
Payments are included in Adjusted Free Cash Flow.
|
(3)
|
Amount shown for the year ended December 31, 2016 is the amount invested, net of lessor reimbursements of $19.9 million. Anticipated amounts shown for 2017 are amounts invested or anticipated to be invested, net of approximately $40.0 million to $50.0 million of lessor reimbursements anticipated to be received.
|
Payments Due during the Year Ending December 31,
|
||||||||||||||||||||||||||||
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||
Contractual Obligations:
|
||||||||||||||||||||||||||||
Long-term debt and line of credit obligations
(1)
|
$
|
4,208,792
|
$
|
311,624
|
$
|
1,359,388
|
$
|
228,618
|
$
|
550,496
|
$
|
390,717
|
$
|
1,367,949
|
||||||||||||||
Capital and financing lease obligations
(2)
|
4,567,568
|
416,239
|
277,829
|
256,539
|
200,308
|
186,342
|
3,230,311
|
|||||||||||||||||||||
Operating lease obligations
(2)
|
2,943,410
|
387,521
|
377,521
|
359,282
|
317,654
|
279,040
|
1,222,392
|
|||||||||||||||||||||
Refundable entrance fee obligations
(3)
|
23,984
|
1,308
|
1,308
|
1,308
|
1,308
|
1,308
|
17,444
|
|||||||||||||||||||||
Total contractual obligations
|
$
|
11,743,754
|
$
|
1,116,692
|
$
|
2,016,046
|
$
|
845,747
|
$
|
1,069,766
|
$
|
857,407
|
$
|
5,838,096
|
||||||||||||||
Total commercial construction commitments
|
$
|
104,670
|
$
|
61,751
|
$
|
42,919
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(1) |
Includes line of credit and contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2016 rate. Long-term debt obligation payments in 2017 include the following debt instruments: (i) $60.5 million of debt on assets held for sale and (ii) $29.1 million of demand notes payable to the unconsolidated CCRC Venture, which we utilize in certain states in lieu of cash reserves.
|
(2) |
Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the December 31, 2016 rate. Additionally, the contractual obligation amounts include the residual value for financing lease obligations.
|
(3) |
Future refunds of entrance fees are estimated based on historical payment trends. These refund obligations are generally offset by proceeds received from resale of the vacated apartment units. Historically, proceeds from resales of entrance fee units each year generally offset refunds paid and generate excess cash to us.
|
•
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities (or facility lease termination) and extinguishment of debt activities generally represent charges (gains), which may significantly affect our operating results; and
|
•
|
depreciation and amortization and asset impairment represent the wear and tear and/or reduction in value of our communities and other assets, which affects the services we provide to residents and may be indicative of future needs for capital expenditures.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net income (loss)
|
$
|
(404,636
|
)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
|||
Provision (benefit) for income taxes
|
5,378
|
(92,209
|
)
|
(181,305
|
)
|
|||||||
Equity in (earnings) loss of unconsolidated ventures
|
(1,660
|
)
|
804
|
(171
|
)
|
|||||||
Debt modification and extinguishment costs
|
9,170
|
7,020
|
6,387
|
|||||||||
Gain on sale of assets, net
|
(7,218
|
)
|
(1,270
|
)
|
(446
|
)
|
||||||
Other non-operating income
|
(14,801
|
)
|
(8,557
|
)
|
(6,789
|
)
|
||||||
Interest expense
|
385,617
|
388,764
|
248,188
|
|||||||||
Interest income
|
(2,933
|
)
|
(1,603
|
)
|
(1,343
|
)
|
||||||
Income (loss) income from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Straight-line lease expense (income)
|
767
|
6,956
|
1,439
|
|||||||||
Amortization of (above) below market lease, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Non-cash stock-based compensation expense
|
32,285
|
31,651
|
28,299
|
|||||||||
Change in future service obligation
|
—
|
(941
|
)
|
670
|
||||||||
Adjusted EBITDA
|
$
|
770,763
|
$
|
728,179
|
$
|
484,714
|
(1) |
The calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $54.2 million, $116.8 million and $146.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.
|
•
|
CFFO and Adjusted Free Cash Flow do not represent cash available for dividends or discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures not reflected in these measures; and
|
•
|
the cash portion of non-recurring charges related to gain (loss) on lease termination and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
$
|
242,652
|
||||||
Net cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
(314,882
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
117,802
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
128,368
|
$
|
(16,054
|
)
|
$
|
45,572
|
|||||
Net cash provided by operating activities
|
$
|
365,732
|
$
|
292,366
|
$
|
242,652
|
||||||
Changes in operating assets and liabilities
|
76,252
|
11,312
|
37,099
|
|||||||||
Proceeds from refundable entrance fees
|
3,083
|
1,939
|
20,342
|
|||||||||
Refunds of entrance fees
|
(3,984
|
)
|
(4,411
|
)
|
(25,865
|
)
|
||||||
Lease financing debt amortization
|
(63,267
|
)
|
(56,922
|
)
|
(42,035
|
)
|
||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(23,544
|
)
|
(7,825
|
)
|
(1,840
|
)
|
||||||
Non-development capital expenditures, net
|
(220,767
|
)
|
(324,479
|
)
|
(209,026
|
)
|
||||||
Property insurance proceeds
|
9,137
|
3,175
|
—
|
|||||||||
Adjusted Free Cash Flow
|
$
|
153,755
|
$
|
(8,702
|
)
|
$
|
21,327
|
|||||
Add: Non-development capital expenditures, net
|
$
|
220,767
|
$
|
324,479
|
$
|
209,026
|
||||||
Less: Recurring capital expenditures, net
|
(58,583
|
)
|
(60,937
|
)
|
(50,762
|
)
|
||||||
Less: Property insurance proceeds
|
(9,137
|
)
|
(3,175
|
)
|
—
|
|||||||
Add: Lease financing debt amortization with bargain purchase option
|
5,765
|
5,626
|
13,417
|
|||||||||
CFFO
|
$
|
312,567
|
$
|
257,291
|
$
|
193,008
|
(1) |
The calculations of CFFO and Adjusted Free Cash Flow include integration, transaction, transaction-related and strategic project costs of $62.1 million, $123.7 million and $146.4 million for the years ended December 31, 2016, 2015 and 2014 (including $7.9 million and $6.9 million of debt modification costs excluded from Adjusted EBITDA for the years ended December 31, 2016 and 2015, respectively). Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.
|
Years Ended December 31
(1)
,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Net cash provided by operating activities
|
$
|
198,524
|
$
|
180,266
|
$
|
89,605
|
||||||
Net cash used in investing activities
|
(118,935
|
)
|
(1,218,101
|
)
|
(350,433
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(88,262
|
)
|
1,028,562
|
290,402
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
$
|
(8,673
|
)
|
$
|
(9,273
|
)
|
$
|
29,574
|
||||
Net cash provided by operating activities
|
$
|
198,524
|
$
|
180,266
|
$
|
89,605
|
||||||
Changes in operating assets and liabilities
|
(2,508
|
)
|
(7,634
|
)
|
(7,853
|
)
|
||||||
Proceeds from refundable entrance fees
|
43,698
|
37,819
|
17,202
|
|||||||||
Refunds of entrance fees
|
(51,373
|
)
|
(42,663
|
)
|
(22,444
|
)
|
||||||
Non-development capital expenditures, net
|
(98,305
|
)
|
(121,895
|
)
|
(34,010
|
)
|
||||||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
90,036
|
$
|
45,893
|
$
|
42,500
|
||||||
Brookdale weighted average ownership percentage
|
36.2
|
%
|
49.0
|
%
|
34.3
|
%
|
||||||
Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
32,630
|
$
|
22,470
|
$
|
14,563
|
||||||
Adjusted Free Cash Flow of unconsolidated ventures
|
$
|
90,036
|
$
|
45,893
|
$
|
42,500
|
||||||
Add: Non-development capital expenditures, net
|
98,305
|
121,895
|
34,010
|
|||||||||
Less: Recurring capital expenditures, net
|
(19,836
|
)
|
(19,843
|
)
|
(6,906
|
)
|
||||||
CFFO of unconsolidated ventures
|
$
|
168,505
|
$
|
147,945
|
$
|
69,604
|
||||||
Brookdale weighted average ownership percentage
|
34.4
|
%
|
38.8
|
%
|
33.2
|
%
|
||||||
Brookdale's proportionate share of CFFO of unconsolidated ventures
|
$
|
58,000
|
$
|
57,379
|
$
|
23,142
|
PAGE
|
|
Report of Independent Registered Public Accounting Firm
|
76
|
Report of Independent Registered Public Accounting Firm
|
77
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
78
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014
|
79
|
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015 and 2014
|
80
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
81
|
Notes to Consolidated Financial Statements
|
82
|
Schedule II — Valuation and Qualifying Accounts
|
119
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
14 February 2017
|
/s/ Ernst & Young LLP
|
|
Chicago, Illinois
|
|
14 February 2017
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
216,397
|
$
|
88,029
|
||||
Cash and escrow deposits – restricted
|
32,864
|
32,570
|
||||||
Accounts receivable, net
|
141,705
|
144,053
|
||||||
Assets held for sale
|
97,843
|
110,620
|
||||||
Prepaid expenses and other current assets, net
|
130,695
|
122,671
|
||||||
Total current assets
|
619,504
|
497,943
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
7,379,305
|
8,031,376
|
||||||
Cash and escrow deposits – restricted
|
28,061
|
33,382
|
||||||
Investment in unconsolidated ventures
|
167,826
|
371,639
|
||||||
Goodwill
|
705,476
|
725,696
|
||||||
Other intangible assets, net
|
83,007
|
129,186
|
||||||
Other assets, net
|
234,508
|
259,342
|
||||||
Total assets
|
$
|
9,217,687
|
$
|
10,048,564
|
||||
Liabilities and Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
145,649
|
$
|
173,454
|
||||
Current portion of capital and financing lease obligations
|
69,606
|
62,150
|
||||||
Trade accounts payable
|
77,356
|
128,006
|
||||||
Accrued expenses
|
328,037
|
372,874
|
||||||
Refundable entrance fees and deferred revenue
|
106,946
|
99,277
|
||||||
Tenant security deposits
|
3,548
|
4,387
|
||||||
Total current liabilities
|
731,142
|
840,148
|
||||||
Long-term debt, less current portion
|
3,413,998
|
3,459,371
|
||||||
Capital and financing lease obligations, less current portion
|
2,415,914
|
2,427,438
|
||||||
Line of credit
|
—
|
310,000
|
||||||
Deferred liabilities
|
267,364
|
266,537
|
||||||
Deferred tax liability
|
80,646
|
69,051
|
||||||
Other liabilities
|
230,891
|
217,292
|
||||||
Total liabilities
|
7,139,955
|
7,589,837
|
||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2016 and 2015; no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2016 and 2015; 193,224,082 and 190,767,191 shares issued and 190,045,681 and 188,338,790 shares outstanding (including 4,608,187 and 3,453,991 unvested restricted shares), respectively
|
1,900
|
1,883
|
||||||
Additional paid-in-capital
|
4,102,397
|
4,069,283
|
||||||
Treasury stock, at cost; 3,178,401 and 2,428,401 shares at December 31, 2016 and 2015, respectively
|
(56,440
|
)
|
(46,800
|
)
|
||||
Accumulated deficit
|
(1,969,875
|
)
|
(1,565,478
|
)
|
||||
Total Brookdale Senior Living Inc. stockholders' equity
|
2,077,982
|
2,458,888
|
||||||
Noncontrolling interest
|
(250
|
)
|
(161
|
)
|
||||
Total equity
|
2,077,732
|
2,458,727
|
||||||
Total liabilities and equity
|
$
|
9,217,687
|
$
|
10,048,564
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Revenue
|
||||||||||||
Resident fees
|
$
|
4,168,621
|
$
|
4,177,127
|
$
|
3,301,297
|
||||||
Management fees
|
70,762
|
60,183
|
42,239
|
|||||||||
Reimbursed costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
|||||||||
Total revenue
|
4,976,980
|
4,960,608
|
3,831,706
|
|||||||||
Expense
|
||||||||||||
Facility operating expense (excluding depreciation and amortization of $469,388, $684,448 and $503,662, respectively)
|
2,799,402
|
2,788,862
|
2,210,368
|
|||||||||
General and administrative expense (including non-cash stock-based compensation expense of $32,285, $31,651 and $28,299, respectively)
|
313,409
|
370,579
|
280,267
|
|||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
|||||||||
Facility lease expense
|
373,635
|
367,574
|
323,830
|
|||||||||
Depreciation and amortization
|
520,402
|
733,165
|
537,035
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Costs incurred on behalf of managed communities
|
737,597
|
723,298
|
488,170
|
|||||||||
Total operating expense
|
5,008,063
|
5,125,814
|
3,916,611
|
|||||||||
Income (loss) from operations
|
(31,083
|
)
|
(165,206
|
)
|
(84,905
|
)
|
||||||
|
||||||||||||
Interest income
|
2,933
|
1,603
|
1,343
|
|||||||||
Interest expense:
|
||||||||||||
Debt
|
(174,027
|
)
|
(173,484
|
)
|
(128,002
|
)
|
||||||
Capital and financing lease obligations
|
(202,012
|
)
|
(211,132
|
)
|
(109,998
|
)
|
||||||
Amortization of deferred financing costs and debt premium (discount)
|
(9,400
|
)
|
(3,351
|
)
|
(7,477
|
)
|
||||||
Change in fair value of derivatives
|
(178
|
)
|
(797
|
)
|
(2,711
|
)
|
||||||
Debt modification and extinguishment costs
|
(9,170
|
)
|
(7,020
|
)
|
(6,387
|
)
|
||||||
Equity in earnings (loss) of unconsolidated ventures
|
1,660
|
(804
|
)
|
171
|
||||||||
Gain on sale of assets, net
|
7,218
|
1,270
|
446
|
|||||||||
Other non-operating income
|
14,801
|
8,557
|
6,789
|
|||||||||
Income (loss) before income taxes
|
(399,258
|
)
|
(550,364
|
)
|
(330,731
|
)
|
||||||
(Provision) benefit for income taxes
|
(5,378
|
)
|
92,209
|
181,305
|
||||||||
Net income (loss)
|
(404,636
|
)
|
(458,155
|
)
|
(149,426
|
)
|
||||||
Net (income) loss attributable to noncontrolling interest
|
239
|
678
|
436
|
|||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(404,397
|
)
|
$
|
(457,477
|
)
|
$
|
(148,990
|
)
|
|||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(2.18
|
)
|
$
|
(2.48
|
)
|
$
|
(1.01
|
)
|
|||
Weighted average shares used in computing basic and diluted net loss per share
|
185,653
|
184,333
|
148,185
|
|
Common Stock
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
||||||||||||||||||||||||
Balances at January 1, 2014
|
127,727
|
$
|
1,277
|
$
|
2,025,471
|
$
|
(46,800
|
)
|
$
|
(959,011
|
)
|
$
|
1,020,937
|
$
|
—
|
$
|
1,020,937
|
|||||||||||||||
Noncontrolling interest in Emeritus acquisition
|
—
|
—
|
—
|
—
|
—
|
—
|
953
|
953
|
||||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
28,299
|
—
|
—
|
28,299
|
—
|
28,299
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(148,990
|
)
|
(148,990
|
)
|
(436
|
)
|
(149,426
|
)
|
||||||||||||||||||||
Common stock issued in connection with Emeritus acquisition
|
47,584
|
476
|
1,648,306
|
—
|
—
|
1,648,782
|
—
|
1,648,782
|
||||||||||||||||||||||||
Issuance of common stock from equity offering, net
|
10,299
|
103
|
330,283
|
—
|
—
|
330,386
|
—
|
330,386
|
||||||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
64
|
—
|
2,004
|
—
|
—
|
2,004
|
—
|
2,004
|
||||||||||||||||||||||||
Restricted stock, net
|
1,364
|
14
|
(14
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
—
|
—
|
306
|
—
|
—
|
306
|
—
|
306
|
||||||||||||||||||||||||
Balances at December 31, 2014
|
187,038
|
1,870
|
4,034,655
|
(46,800
|
)
|
(1,108,001
|
)
|
2,881,724
|
517
|
2,882,241
|
||||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
31,651
|
—
|
—
|
31,651
|
—
|
31,651
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(457,477
|
)
|
(457,477
|
)
|
(678
|
)
|
(458,155
|
)
|
||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
122
|
1
|
2,869
|
—
|
—
|
2,870
|
—
|
2,870
|
||||||||||||||||||||||||
Restricted stock, net
|
1,179
|
12
|
(12
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
—
|
—
|
120
|
—
|
—
|
120
|
—
|
120
|
||||||||||||||||||||||||
Balances at December 31, 2015
|
188,339
|
1,883
|
4,069,283
|
(46,800
|
)
|
(1,565,478
|
)
|
2,458,888
|
(161
|
)
|
2,458,727
|
|||||||||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
32,285
|
—
|
—
|
32,285
|
—
|
32,285
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(404,397
|
)
|
(404,397
|
)
|
(239
|
)
|
(404,636
|
)
|
||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
172
|
2
|
2,347
|
—
|
—
|
2,349
|
—
|
2,349
|
||||||||||||||||||||||||
Restricted stock, net
|
2,396
|
24
|
(24
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Purchase of treasury stock
|
(750
|
)
|
(8
|
)
|
8
|
(9,640
|
)
|
—
|
(9,640
|
)
|
—
|
(9,640
|
)
|
|||||||||||||||||||
Other
|
(111
|
)
|
(1
|
)
|
(1,502
|
)
|
—
|
—
|
(1,503
|
)
|
150
|
(1,353
|
)
|
|||||||||||||||||||
Balances at December 31, 2016
|
190,046
|
$
|
1,900
|
$
|
4,102,397
|
$
|
(56,440
|
)
|
$
|
(1,969,875
|
)
|
$
|
2,077,982
|
$
|
(250
|
)
|
$
|
2,077,732
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net income (loss)
|
$
|
(404,636
|
)
|
$
|
(458,155
|
)
|
$
|
(149,426
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||
Loss on extinguishment of debt, net
|
1,251
|
121
|
6,387
|
|||||||||
Depreciation and amortization, net
|
529,802
|
736,516
|
544,512
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Equity in (earnings) loss of unconsolidated ventures
|
(1,660
|
)
|
804
|
(171
|
)
|
|||||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
23,544
|
7,825
|
1,840
|
|||||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Amortization of entrance fees
|
(4,195
|
)
|
(3,204
|
)
|
(21,220
|
)
|
||||||
Proceeds from deferred entrance fee revenue
|
13,980
|
11,113
|
32,704
|
|||||||||
Deferred income tax provision (benefit)
|
3,248
|
(95,261
|
)
|
(182,371
|
)
|
|||||||
Change in deferred lease liability
|
767
|
6,956
|
1,439
|
|||||||||
Change in fair value of derivatives
|
178
|
797
|
2,711
|
|||||||||
Gain on sale of assets, net
|
(7,218
|
)
|
(1,270
|
)
|
(446
|
)
|
||||||
Change in future service obligation
|
—
|
(941
|
)
|
670
|
||||||||
Non-cash stock-based compensation
|
32,285
|
31,651
|
28,299
|
|||||||||
Non-cash interest expense on financing lease obligations
|
26,496
|
23,472
|
12,647
|
|||||||||
Amortization of (above) below market rents, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Other
|
(9,137
|
)
|
(3,157
|
)
|
—
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
1,581
|
5,608
|
3,510
|
|||||||||
Prepaid expenses and other assets, net
|
2,954
|
51,079
|
(52,868
|
)
|
||||||||
Accounts payable and accrued expenses
|
(83,248
|
)
|
(60,564
|
)
|
16,812
|
|||||||
Tenant refundable fees and security deposits
|
(839
|
)
|
(524
|
)
|
(1,183
|
)
|
||||||
Deferred revenue
|
3,300
|
(6,911
|
)
|
(3,370
|
)
|
|||||||
Net cash provided by operating activities
|
365,732
|
292,366
|
242,652
|
|||||||||
Cash Flows from Investing Activities
|
||||||||||||
(Increase) decrease in lease security deposits and lease acquisition deposits, net
|
(2,225
|
)
|
10,866
|
(48,944
|
)
|
|||||||
Decrease in cash and escrow deposits — restricted
|
5,027
|
29,286
|
56,935
|
|||||||||
Additions to property, plant and equipment, and leasehold intangibles, net
|
(333,647
|
)
|
(411,051
|
)
|
(304,245
|
)
|
||||||
Acquisition of assets, net of related payables and cash received
|
(12,157
|
)
|
(191,216
|
)
|
(40,441
|
)
|
||||||
Acquisition of Emeritus Corporation, cash acquired
|
—
|
—
|
28,429
|
|||||||||
Investment in unconsolidated ventures
|
(13,377
|
)
|
(69,297
|
)
|
(26,499
|
)
|
||||||
Distributions received from unconsolidated ventures
|
218,973
|
9,054
|
12,275
|
|||||||||
Proceeds from sale of assets, net
|
297,932
|
49,226
|
4,339
|
|||||||||
Property insurance proceeds
|
9,137
|
3,157
|
—
|
|||||||||
Other
|
7,162
|
998
|
3,269
|
|||||||||
Net cash provided by (used in) investing activities
|
176,825
|
(568,977
|
)
|
(314,882
|
)
|
|||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from debt
|
387,348
|
585,650
|
326,639
|
|||||||||
Repayment of debt and capital and financing lease obligations
|
(469,309
|
)
|
(485,762
|
)
|
(584,345
|
)
|
||||||
Proceeds from line of credit
|
1,276,500
|
1,175,000
|
442,000
|
|||||||||
Repayment of line of credit
|
(1,586,500
|
)
|
(965,000
|
)
|
(372,000
|
)
|
||||||
Purchase of treasury stock
|
(9,640
|
)
|
—
|
—
|
||||||||
Proceeds from public equity offering, net
|
—
|
—
|
330,386
|
|||||||||
Payment of financing costs, net of related payables
|
(2,938
|
)
|
(32,622
|
)
|
(9,393
|
)
|
||||||
Refundable entrance fees:
|
||||||||||||
Proceeds from refundable entrance fees
|
3,083
|
1,939
|
20,342
|
|||||||||
Refunds of entrance fees
|
(3,984
|
)
|
(4,411
|
)
|
(25,865
|
)
|
||||||
Cash portion of loss on extinguishment of debt
|
—
|
(44
|
)
|
(4,101
|
)
|
|||||||
Payment on lease termination
|
(9,250
|
)
|
(17,000
|
)
|
(7,750
|
)
|
||||||
Other
|
501
|
2,807
|
1,889
|
|||||||||
Net cash (used in) provided by financing activities
|
(414,189
|
)
|
260,557
|
117,802
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
128,368
|
(16,054
|
)
|
45,572
|
||||||||
Cash and cash equivalents at beginning of year
|
88,029
|
104,083
|
58,511
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
216,397
|
$
|
88,029
|
$
|
104,083
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
Current:
|
||||||||
Real estate tax and property insurance escrows
|
$
|
19,671
|
$
|
18,862
|
||||
Replacement reserve escrows
|
6,970
|
8,011
|
||||||
Resident deposits
|
764
|
862
|
||||||
Other
|
5,459
|
4,835
|
||||||
Subtotal
|
32,864
|
32,570
|
||||||
Long term:
|
||||||||
Insurance deposits
|
12,941
|
15,318
|
||||||
CCRC escrows
|
13,301
|
13,233
|
||||||
Debt service reserve
|
1,819
|
3,429
|
||||||
Letter of credit collateral
|
—
|
1,202
|
||||||
Other
|
—
|
200
|
||||||
Subtotal
|
28,061
|
33,382
|
||||||
Total
|
$
|
60,925
|
$
|
65,952
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Buildings and improvements
|
|
40
|
Furniture and equipment
|
|
3 – 7
|
Resident lease intangibles
|
|
1 – 3
|
Asset Category
|
|
Estimated
Useful Life
(in years)
|
Trade names
|
2 – 5
|
|
Other
|
|
3 – 9
|
•
|
Resident Fees
: The Company does not anticipate that the adoption of 2014-09 will result in a significant change to the amount and timing of the recognition of resident fee revenue.
|
•
|
Management Fees and Reimbursed Costs Incurred on Behalf of Managed Communities
: The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. The Company does not anticipate that there will be any significant change to the amount and timing of revenue recognized for these monthly management fees. 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. Upon adoption of ASU 2014-09, the Company anticipates that incentive fee revenue may be recognized earlier during the annual contract period. The Company is still evaluating the performance obligations and assessing the transfer of control for each operating service identified in the contracts, which may impact the amount of revenue recognized for reimbursed costs incurred on behalf of managed communities with no net impact to the amount of income from operations.
|
•
|
Equity in Earnings (Loss) of Unconsolidated Ventures
: Certain of the Company's unconsolidated ventures accounted for under the equity method have residency agreements which require the resident to pay an upfront entrance fee prior to moving into the community and a portion of the upfront entrance fee is non-refundable. The Company's unconsolidated ventures are still evaluating the impact of the adoption of ASU 2014-09, which may impact the recognition of equity in earnings of unconsolidated ventures.
|
•
|
During the three months ended March 31, 2016, the Company sold seven of the 17 communities held for sale as of December 31, 2015 for an aggregate sales price of $46.7 million. The results of operations of these communities are reported in the Assisted Living and CCRCs – Rental segments within the consolidated financial statements through the respective disposition dates. The remaining 10 communities were classified as held for sale as of December 31, 2016.
|
•
|
During the three months ended June 30, 2016, the Company entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for an aggregate sales price of $252.5 million. During the three months ended September 30, 2016, the Company sold 32 of these communities for an aggregate sales price of $177.5 million. During the three months ended December 31, 2016, the Company sold nine of these communities for an aggregate sales price of $47.7 million. The results of operations of these 41 communities are reported within the Assisted Living segment within the consolidated financial statements through the respective disposition dates. During the three months ended December 31, 2016, the agreement was amended to remove one community from the portfolio, and the aggregate sales price of the portfolio was decreased by $4.7 million. The remaining two communities within the portfolio were classified as held for sale as of December 31, 2016.
|
•
|
During 2016, the Company identified seven additional owned communities as held for sale. During the three months ended December 31, 2016, the Company sold three of these communities for an aggregate sales price of $33.0 million. The results of operations of these three communities are reported in the Assisted Living, CCRCs – Rental and Retirement Center segments through the respective disposition dates. The remaining four communities were classified as held for sale as of December 31, 2016.
|
•
|
HCP, Inc. ("HCP") and affiliates of Blackstone Real Estate Advisors VIII L.P. (collectively, "Blackstone") entered into an agreement pursuant to which HCP has agreed to sell 64 communities—which are currently leased to the Company and have a remaining average lease term of approximately 12 years—to Blackstone for a purchase price of $1.125 billion (the "HCP Sale Transaction"). Separately, the Company entered into an agreement with Blackstone pursuant to which the Company has agreed to form a venture (the "Blackstone Venture") into which Blackstone will contribute the 64 communities and into which the Company expects to contribute a total of approximately $170.0 million to purchase a 15% equity interest, terminate the leases, and fund its share of anticipated closing costs and working capital. Following closing, the Company will manage the communities on behalf of the venture. The Company expects the Blackstone Venture transactions to close during the three months ended March 31, 2017. The results of operations of the 64 communities are reported in the following segments within the consolidated financial statements: Assisted Living (48 communities), Retirement Centers (nine communities) and CCRCs-Rental (seven communities). The 64 communities had resident fee revenue of $264.7 million, facility operating expenses of $182.0 million and cash lease payments of $88.4 million for the year ended December 31, 2016.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to eight communities. HCP agreed to contribute immediately thereafter four of such communities to an existing unconsolidated venture with HCP in which the Company has a 10% equity interest. During the three months ended December 31, 2016, the triple-net leases with respect to seven communities were terminated and HCP contributed four of the communities to the existing unconsolidated venture. The triple-net lease with respect to the remaining community was terminated during January 2017. The results of operations of the eight communities are reported in the following segments within the consolidated financial statements: Assisted Living (six communities), Retirement Centers (one community) and CCRCs-Rental (one community). The eight communities had resident fee revenue of $41.1 million, facility operating expenses of $30.6 million and cash lease payments of $11.3 million for the year ended December 31, 2016.
|
•
|
The Company and HCP agreed to terminate triple-net leases with respect to 25 communities, which the Company expects to occur in stages through the end of fiscal 2017 (the "HCP Termination Transactions"). During the three months ended December 31, 2016, the Company and HCP amended the leases with respect to these 25 communities to shorten the term of the leases to facilitate the HCP Termination Transactions, with the term with respect to each such community to end on the earlier of October 31, 2017 and the date on which such community is sold or the operations of such community are transferred, at the direction of HCP, to a third party tenant or operator. As a result of the agreement to amend and terminate the community lease agreements for these 25 communities, the Company recorded an $11.1 million loss on facility lease termination within the consolidated statement of operations for the year ended December 31, 2016. The results of operations of the 25 communities are reported in the following segments within the consolidated financial statements: Assisted Living (23 communities) and CCRCs-Rental (two communities). The 25 communities had resident fee revenue of $72.2 million, facility operating expenses of $58.6 million and cash lease payments of $18.9 million for the year ended December 31, 2016.
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Property, plant and equipment and leasehold intangibles, net (Note 6)
|
$
|
166.2
|
$
|
23.4
|
$
|
10.0
|
||||||
Investment in unconsolidated ventures (Note 5)
|
36.8
|
—
|
—
|
|||||||||
Other intangible assets, net (Note 7)
|
29.7
|
0.9
|
—
|
|||||||||
Assets held for sale
|
15.8
|
33.6
|
—
|
|||||||||
Asset impairment
|
$
|
248.5
|
$
|
57.9
|
$
|
10.0
|
Cash and cash equivalents
|
$
|
28
|
||
Property, plant and equipment and leasehold intangibles
|
5,506
|
|||
Goodwill
|
645
|
|||
Other intangible assets, net
|
259
|
|||
Other assets, net
|
307
|
|||
Trade accounts payable and accrued expenses
|
(297
|
)
|
||
Long-term debt
|
(1,516
|
)
|
||
Capital and financing lease obligations
|
(2,692
|
)
|
||
Deferred tax liability
|
(339
|
)
|
||
Other liabilities
|
(251
|
)
|
||
Noncontrolling interest
|
(1
|
)
|
||
Fair value of Brookdale common stock issued
|
$
|
1,649
|
|
||||
|
2014
|
|||
Total revenue
|
$
|
5,055
|
||
Net income (loss) attributable to common stockholders
|
(103
|
)
|
||
Basic and diluted net income (loss) per share attributable to common stockholders
|
$
|
(0.59
|
)
|
|
Weighted average shares used in computing basic and diluted net income (loss) per share (in thousands)
|
175,823
|
VIE
|
Asset
|
Maximum Exposure to Loss
|
Carrying Amount
|
||||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
50.1
|
$
|
50.1
|
||||
RIDEA Ventures
|
Investment in unconsolidated ventures
|
$
|
92.1
|
$
|
92.1
|
Venture
|
Ownership Percentage
|
|
CCRC Venture
|
51%
|
|
HCP 49 Venture
|
|
20%
|
BKD-HCN venture opco and propco
|
|
20%
|
HCP 35 Venture
|
10%
|
|
S-H Twenty-One venture opco and propco
|
10%
|
Statement of Operations Information
|
2016
|
2015
|
2014
|
|||||||||
Total revenue
|
$
|
1,133
|
$
|
964
|
$
|
439
|
||||||
Facility operating expenses
|
(779
|
)
|
(679
|
)
|
(293
|
)
|
||||||
Net income (loss)
|
(4
|
)
|
(18
|
)
|
(10
|
)
|
Balance Sheet Information
|
2016
|
2015
|
||||||
Current assets
|
$
|
128
|
$
|
143
|
||||
Noncurrent assets
|
3,932
|
4,156
|
||||||
Current liabilities
|
1,153
|
583
|
||||||
Noncurrent liabilities
|
2,215
|
2,294
|
|
2016
|
2015
|
||||||
Land
|
$
|
455,307
|
$
|
486,567
|
||||
Buildings and improvements
|
5,053,204
|
5,260,826
|
||||||
Leasehold improvements
|
126,325
|
100,430
|
||||||
Furniture and equipment
|
974,516
|
895,447
|
||||||
Resident and leasehold operating intangibles
|
705,000
|
783,434
|
||||||
Construction in progress
|
69,803
|
138,054
|
||||||
Assets under capital and financing leases
|
2,879,996
|
2,909,653
|
||||||
|
10,264,151
|
10,574,411
|
||||||
Accumulated depreciation and amortization
|
(2,884,846
|
)
|
(2,543,035
|
)
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
7,379,305
|
$
|
8,031,376
|
Year Ending December 31,
|
Future
Amortization
|
|||
2017
|
$
|
9,664
|
||
2018
|
7,601
|
|||
2019
|
6,209
|
|||
2020
|
4,353
|
|||
2021
|
2,731
|
|||
Thereafter
|
9,958
|
|||
Total
|
$
|
40,516
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Dispositions and Other Reductions
|
Net
|
Gross
Carrying
Amount
|
Dispositions and Other Reductions
|
Net
|
||||||||||||||||||
Retirement Centers
|
$
|
28,141
|
$
|
(820
|
)
|
$
|
27,321
|
$
|
28,141
|
$
|
(721
|
)
|
$
|
27,420
|
||||||||||
Assisted Living
|
600,162
|
(48,817
|
)
|
551,345
|
591,814
|
(20,348
|
)
|
571,466
|
||||||||||||||||
Brookdale Ancillary Services
|
126,810
|
—
|
126,810
|
126,810
|
—
|
126,810
|
||||||||||||||||||
Total
|
$
|
755,113
|
$
|
(49,637
|
)
|
$
|
705,476
|
$
|
746,765
|
$
|
(21,069
|
)
|
$
|
725,696
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||||||||
Community purchase options
|
$
|
4,738
|
$
|
—
|
$
|
4,738
|
$
|
40,270
|
$
|
—
|
$
|
40,270
|
||||||||||||
Health care licenses
|
65,126
|
—
|
65,126
|
66,612
|
—
|
66,612
|
||||||||||||||||||
Trade names
|
27,800
|
(21,135
|
)
|
6,665
|
27,800
|
(14,209
|
)
|
13,591
|
||||||||||||||||
Other
|
13,531
|
(7,053
|
)
|
6,478
|
13,531
|
(4,818
|
)
|
8,713
|
||||||||||||||||
Total
|
$
|
111,195
|
$
|
(28,188
|
)
|
$
|
83,007
|
$
|
148,213
|
$
|
(19,027
|
)
|
$
|
129,186
|
Year Ending December 31,
|
Future
Amortization
|
|||
2017
|
$
|
3,575
|
||
2018
|
3,565
|
|||
2019
|
2,487
|
|||
2020
|
982
|
|||
2021
|
982
|
|||
Thereafter
|
1,552
|
|||
Total
|
$
|
13,143
|
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.50% in 2016, including net debt premium and deferred financing costs of $(4.5) million in 2016 and including net debt premium and deferred financing costs of $3.3 million in 2015 (weighted average interest rate of 4.51% in 2015)
|
$
|
3,184,229
|
$
|
3,246,513
|
||||
Capital and financing lease obligations payable through 2032; weighted average interest rate of 8.08% in 2016 (weighted average interest rate of 8.11% in 2015)
|
2,485,520
|
2,489,588
|
||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $20.9 million and $34.3 million in 2016 and 2015, respectively, interest at 2.75% per annum, due June 15, 2018
|
295,397
|
281,902
|
||||||
Construction financing due 2032; weighted average interest rate of 8.00% in 2016 (weighted average interest rate of 4.84% in 2015)
|
3,644
|
24,105
|
||||||
Other notes payable, weighted average interest rate of 5.33% in 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2017 to 2020
|
76,377
|
80,305
|
||||||
Total long-term debt and capital and financing lease obligations
|
6,045,167
|
6,122,413
|
||||||
Less current portion
|
215,255
|
235,604
|
||||||
Total long-term debt and capital and financing lease obligations, less current portion
|
$
|
5,829,912
|
$
|
5,886,809
|
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
2017
|
$
|
154,114
|
$
|
416,239
|
$
|
570,353
|
||||||
2018
|
1,231,670
|
277,829
|
1,509,499
|
|||||||||
2019
|
135,169
|
256,539
|
391,708
|
|||||||||
2020
|
473,817
|
200,308
|
674,125
|
|||||||||
2021
|
332,866
|
186,342
|
519,208
|
|||||||||
Thereafter
|
1,257,549
|
3,230,311
|
4,487,860
|
|||||||||
Total obligations
|
3,585,185
|
4,567,568
|
8,152,753
|
|||||||||
Less amount representing debt discount and deferred financing costs, net
|
(25,538
|
)
|
—
|
(25,538
|
)
|
|||||||
Less amount representing interest (weighted average interest rate of 8.08%)
|
—
|
(2,082,048
|
)
|
(2,082,048
|
)
|
|||||||
Total
|
$
|
3,559,647
|
$
|
2,485,520
|
$
|
6,045,167
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Coupon interest
|
$
|
8,697
|
$
|
8,697
|
$
|
8,697
|
||||||
Amortization of discount
|
12,625
|
11,732
|
10,902
|
|||||||||
Interest expense related to convertible notes
|
$
|
21,322
|
$
|
20,429
|
$
|
19,599
|
Current notional balance
|
$
|
806,994
|
||
Weighted average fixed cap rate
|
4.66
|
%
|
||
Earliest maturity date
|
2017
|
|||
Latest maturity date
|
2022
|
|||
Estimated asset fair value (included in other assets, net at December 31, 2016)
|
$
|
127
|
||
Estimated asset fair value (included in other assets, net at December 31, 2015)
|
$
|
29
|
|
2016
|
2015
|
||||||
Salaries and wages
|
$
|
102,025
|
$
|
80,291
|
||||
Insurance reserves
|
71,123
|
94,948
|
||||||
Vacation
|
42,411
|
44,421
|
||||||
Real estate taxes
|
34,002
|
37,206
|
||||||
Interest
|
12,948
|
12,940
|
||||||
Lease payable
|
11,211
|
20,714
|
||||||
Accrued utilities
|
10,582
|
11,949
|
||||||
Taxes payable
|
2,818
|
3,265
|
||||||
Other
|
40,917
|
67,140
|
||||||
Total
|
$
|
328,037
|
$
|
372,874
|
|
For the Years Ended
December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Cash basis payment
|
$
|
384,104
|
$
|
372,148
|
$
|
330,207
|
||||||
Straight-line (income) expense
|
767
|
6,956
|
1,439
|
|||||||||
Amortization of (above) below market rents, net
|
(6,864
|
)
|
(7,158
|
)
|
(3,444
|
)
|
||||||
Amortization of deferred gain
|
(4,372
|
)
|
(4,372
|
)
|
(4,372
|
)
|
||||||
Facility lease expense
|
$
|
373,635
|
$
|
367,574
|
$
|
323,830
|
Year Ending December 31,
|
Operating
Leases
|
|||
2017
|
$
|
387,521
|
||
2018
|
377,521
|
|||
2019
|
359,282
|
|||
2020
|
317,654
|
|||
2021
|
279,040
|
|||
Thereafter
|
1,222,392
|
|||
Total
|
$
|
2,943,410
|
|
Number of Shares
|
Weighted
Average
Grant Date Fair Value
|
||||||
Outstanding on January 1, 2014
|
3,373
|
$
|
21.12
|
|||||
Granted
|
1,662
|
$
|
29.79
|
|||||
Vested
|
(1,185
|
)
|
$
|
19.58
|
||||
Cancelled/forfeited
|
(298
|
)
|
$
|
21.02
|
||||
Outstanding on December 31, 2014
|
3,552
|
$
|
25.70
|
|||||
Granted
|
1,698
|
$
|
32.75
|
|||||
Vested
|
(1,275
|
)
|
$
|
23.55
|
||||
Cancelled/forfeited
|
(521
|
)
|
$
|
18.68
|
||||
Outstanding on December 31, 2015
|
3,454
|
$
|
28.80
|
|||||
Granted
|
3,141
|
$
|
14.56
|
|||||
Vested
|
(1,242
|
)
|
$
|
26.79
|
||||
Cancelled/forfeited
|
(745
|
)
|
$
|
24.75
|
||||
Outstanding on December 31, 2016
|
4,608
|
$
|
20.29
|
|
Shares Granted
|
Value Per Share
|
Total Value
|
|||||||||
Three months ended March 31, 2016
|
2,855
|
$
|
14.50 - 18.46
|
$
|
41,399
|
|||||||
Three months ended June 30, 2016
|
111
|
$
|
15.68 - 18.03
|
$
|
2,001
|
|||||||
Three months ended September 30, 2016
|
54
|
$
|
15.90 - 17.46
|
$
|
918
|
|||||||
Three months ended December 31, 2016
|
121
|
$
|
9.75 - 11.93
|
$
|
1,405
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Federal:
|
||||||||||||
Current
|
$
|
(12
|
)
|
$
|
49
|
$
|
1,367
|
|||||
Deferred
|
(3,248
|
)
|
95,259
|
182,371
|
||||||||
Total Federal
|
(3,260
|
)
|
95,308
|
183,738
|
||||||||
State:
|
||||||||||||
Current
|
(2,118
|
)
|
(3,099
|
)
|
(2,433
|
)
|
||||||
Deferred (included in Federal above)
|
—
|
—
|
—
|
|||||||||
Total State
|
(2,118
|
)
|
(3,099
|
)
|
(2,433
|
)
|
||||||
Total
|
$
|
(5,378
|
)
|
$
|
92,209
|
$
|
181,305
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Tax benefit at U.S. statutory rate
|
$
|
139,657
|
$
|
192,390
|
$
|
115,603
|
||||||
State taxes, net of federal income tax
|
11,788
|
18,323
|
11,582
|
|||||||||
Tax credits
|
6,163
|
3,937
|
(2,222
|
)
|
||||||||
Valuation allowance
|
(142,862
|
)
|
(111,797
|
)
|
64,155
|
|||||||
Goodwill impairment
|
(10,789
|
)
|
(7,856
|
)
|
—
|
|||||||
Stock compensation
|
(5,716
|
)
|
—
|
—
|
||||||||
Other, net
|
(1,831
|
)
|
(1,626
|
)
|
(713
|
)
|
||||||
Return to provision
|
(920
|
)
|
(72
|
)
|
716
|
|||||||
Meals and entertainment
|
(868
|
)
|
(1,090
|
)
|
(946
|
)
|
||||||
Non-deductible transaction costs
|
—
|
—
|
(6,870
|
)
|
||||||||
Total
|
$
|
(5,378
|
)
|
$
|
92,209
|
$
|
181,305
|
|
2016
|
2015
|
||||||
Deferred income tax assets:
|
||||||||
Capital and financing lease obligations
|
$
|
862,038
|
$
|
872,002
|
||||
Operating loss carryforwards
|
319,948
|
282,075
|
||||||
Accrued expenses
|
109,283
|
144,691
|
||||||
Deferred lease liability
|
93,358
|
94,105
|
||||||
Tax credits
|
49,550
|
40,974
|
||||||
Intangible assets
|
20,272
|
22,522
|
||||||
Deferred gain on sale leaseback
|
4,233
|
5,661
|
||||||
Prepaid revenue
|
2,626
|
2,415
|
||||||
Total gross deferred income tax asset
|
1,461,308
|
1,464,445
|
||||||
Valuation allowance
|
(264,305
|
)
|
(121,602
|
)
|
||||
Net deferred income tax assets
|
1,197,003
|
1,342,843
|
||||||
Deferred income tax liabilities:
|
||||||||
Property, plant and equipment
|
(1,209,595
|
)
|
(1,320,423
|
)
|
||||
Investment in unconsolidated ventures
|
(66,678
|
)
|
(88,798
|
)
|
||||
Other
|
(1,376
|
)
|
(2,673
|
)
|
||||
Total gross deferred income tax liability
|
(1,277,649
|
)
|
(1,411,894
|
)
|
||||
Net deferred tax liability
|
$
|
(80,646
|
)
|
$
|
(69,051
|
)
|
For the Years Ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Balance at January 1,
|
$
|
30,236
|
$
|
30,195
|
||||
Additions for tax positions related to the current year
|
—
|
—
|
||||||
Additions for tax positions related to prior years
|
30
|
50
|
||||||
Reductions for tax positions related to prior years
|
(1,106
|
)
|
(9
|
)
|
||||
Balance at December 31,
|
$
|
29,160
|
$
|
30,236
|
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
Supplemental Disclosure of Cash Flow Information:
|
2016
|
2015
|
2014
|
|||||||||
Interest paid
|
$
|
349,535
|
$
|
360,960
|
$
|
226,594
|
||||||
Income taxes paid
|
$
|
2,047
|
$
|
2,952
|
$
|
2,746
|
||||||
Additions to property, plant and equipment and leasehold improvements
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
300,113
|
$
|
448,682
|
$
|
304,245
|
||||||
Accounts payable
|
33,534
|
(37,631
|
)
|
—
|
||||||||
Net cash paid
|
$
|
333,647
|
$
|
411,051
|
$
|
304,245
|
||||||
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
Cash and escrow deposits—restricted
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Prepaid expenses and other assets, net
|
—
|
(53,405
|
)
|
(3,138
|
)
|
|||||||
Property, plant and equipment and leasehold intangibles, net
|
19,457
|
198,558
|
80,330
|
|||||||||
Other intangible assets, net
|
(7,300
|
)
|
(7,294
|
)
|
(23,978
|
)
|
||||||
Accrued expenses
|
—
|
—
|
—
|
|||||||||
Long-term debt
|
—
|
(101,558
|
)
|
7,795
|
||||||||
Capital and financing lease obligations
|
—
|
155,230
|
—
|
|||||||||
Other liabilities
|
—
|
(315
|
)
|
(20,568
|
)
|
|||||||
Net cash paid
|
$
|
12,157
|
$
|
191,216
|
$
|
40,441
|
||||||
Proceeds from sale of assets, net:
|
||||||||||||
Assets held for sale
|
$
|
(289,452
|
)
|
$
|
—
|
$
|
—
|
|||||
Prepaid expenses and other assets, net
|
(4,543
|
)
|
25,780
|
—
|
||||||||
Property, plant and equipment and leasehold intangibles, net
|
—
|
(82,953
|
)
|
—
|
||||||||
Capital and financing lease obligations
|
—
|
8,907
|
—
|
|||||||||
Other liabilities
|
3,281
|
(960
|
)
|
—
|
||||||||
Gain on sale of assets
|
(7,218
|
)
|
—
|
—
|
||||||||
Net cash received
|
$
|
(297,932
|
)
|
$
|
(49,226
|
)
|
$
|
—
|
||||
Formation of CCRC Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
—
|
$
|
(729,123
|
)
|
|||||
Investment in unconsolidated ventures
|
—
|
—
|
194,485
|
|||||||||
Other intangible assets, net
|
—
|
—
|
(56,829
|
)
|
||||||||
Other assets, net
|
—
|
—
|
(9,137
|
)
|
||||||||
Long-term debt
|
—
|
—
|
170,416
|
|||||||||
Capital and financing lease obligations
|
—
|
—
|
27,085
|
|||||||||
Refundable entrance fees and deferred revenue
|
—
|
—
|
413,761
|
|||||||||
Other liabilities
|
—
|
—
|
1,514
|
|||||||||
Net cash paid
|
$
|
—
|
$
|
—
|
$
|
12,172
|
||||||
Formation of HCP 49 Venture:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
—
|
$
|
(525,446
|
)
|
|||||
Investment in unconsolidated ventures
|
—
|
—
|
71,656
|
|||||||||
Long-term debt
|
—
|
—
|
(67,640
|
)
|
||||||||
Capital and financing lease obligations
|
—
|
—
|
538,355
|
|||||||||
Other liabilities
|
—
|
—
|
(9,034
|
)
|
||||||||
Net cash paid
|
$
|
—
|
$
|
—
|
$
|
7,891
|
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
|
||||||||||||
Capital and financing leases:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
26,644
|
$
|
27,100
|
||||||
Other intangible assets, net
|
—
|
(5,202
|
)
|
—
|
||||||||
Capital and financing lease obligations
|
—
|
(23,738
|
)
|
(27,100
|
)
|
|||||||
Other liabilities
|
—
|
2,296
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Master Lease amendment:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
—
|
$
|
—
|
$
|
385,696
|
||||||
Other intangible assets, net
|
—
|
—
|
(174,012
|
)
|
||||||||
Capital and financing lease obligations
|
—
|
—
|
(217,022
|
)
|
||||||||
Other liabilities
|
—
|
—
|
5,338
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Assets designated as held for sale:
|
||||||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
(262,711
|
)
|
$
|
(113,592
|
)
|
$
|
—
|
||||
Assets held for sale
|
278,675
|
110,620
|
—
|
|||||||||
Prepaid expenses and other current assets
|
(3,195
|
)
|
—
|
—
|
||||||||
Goodwill
|
(28,568
|
)
|
(12,200
|
)
|
—
|
|||||||
Asset impairment
|
15,799
|
15,172
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Contribution to CCRC venture:
|
||||||||||||
Property, plant and equipment
|
$
|
—
|
$
|
(25,717
|
)
|
$
|
—
|
|||||
Investment in unconsolidated ventures
|
—
|
7,422
|
—
|
|||||||||
Long-term debt
|
—
|
18,295
|
—
|
|||||||||
Net
|
$
|
—
|
$
|
—
|
$
|
—
|
|
For the Years Ended December 31,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Revenue:
|
||||||||||||
Retirement Centers
(1)
|
$
|
679,503
|
$
|
657,940
|
$
|
582,312
|
||||||
Assisted Living
(1)
|
2,419,459
|
2,445,457
|
1,685,563
|
|||||||||
CCRCs - Rental
(1)
|
592,826
|
604,572
|
493,173
|
|||||||||
CCRCs - Entry Fee
(1)
|
—
|
—
|
202,414
|
|||||||||
Brookdale Ancillary Services
(1)
|
476,833
|
469,158
|
337,835
|
|||||||||
Management Services
(2)
|
808,359
|
783,481
|
530,409
|
|||||||||
|
$
|
4,976,980
|
$
|
4,960,608
|
$
|
3,831,706
|
||||||
Segment Operating Income
(3)
:
|
||||||||||||
Retirement Centers
|
$
|
294,530
|
$
|
285,257
|
$
|
248,883
|
||||||
Assisted Living
|
876,817
|
877,303
|
608,489
|
|||||||||
CCRCs - Rental
|
133,409
|
150,495
|
121,661
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
48,433
|
|||||||||
Brookdale Ancillary Services
|
64,463
|
75,210
|
63,463
|
|||||||||
Management Services
|
70,762
|
60,183
|
42,239
|
|||||||||
|
1,439,981
|
1,448,448
|
1,133,168
|
|||||||||
General and administrative (including non-cash stock-based compensation expense)
|
313,409
|
370,579
|
280,267
|
|||||||||
Transaction costs
|
3,990
|
8,252
|
66,949
|
|||||||||
Facility lease expense:
|
||||||||||||
Retirement Centers
|
120,272
|
114,738
|
98,321
|
|||||||||
Assisted Living
|
193,670
|
197,452
|
162,575
|
|||||||||
CCRCs - Rental
|
51,727
|
47,937
|
51,523
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
4,362
|
|||||||||
Brookdale Ancillary Services
|
—
|
—
|
890
|
|||||||||
Corporate and Management Services
|
7,966
|
7,447
|
6,159
|
|||||||||
Depreciation and amortization:
|
||||||||||||
Retirement Centers
|
94,049
|
104,063
|
86,188
|
|||||||||
Assisted Living
|
308,639
|
489,933
|
317,918
|
|||||||||
CCRCs - Rental
|
66,431
|
87,754
|
60,175
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
37,524
|
|||||||||
Brookdale Ancillary Services
|
4,075
|
7,451
|
4,764
|
|||||||||
Corporate and Management Services
|
47,208
|
43,964
|
30,466
|
|||||||||
Asset impairment
|
248,515
|
57,941
|
9,992
|
|||||||||
Loss on facility lease termination
|
11,113
|
76,143
|
—
|
|||||||||
Income (loss) income from operations
|
$
|
(31,083
|
)
|
$
|
(165,206
|
)
|
$
|
(84,905
|
)
|
|||
|
||||||||||||
Total interest expense:
|
||||||||||||
Retirement Centers
|
$
|
56,827
|
$
|
58,397
|
$
|
41,906
|
||||||
Assisted Living
|
249,449
|
250,116
|
140,001
|
|||||||||
CCRCs - Rental
|
39,824
|
39,502
|
28,418
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
7,530
|
|||||||||
Brookdale Ancillary Services
|
1,461
|
1,354
|
823
|
|||||||||
Corporate and Management Services
|
38,056
|
39,395
|
29,510
|
|||||||||
|
$
|
385,617
|
$
|
388,764
|
$
|
248,188
|
||||||
|
||||||||||||
Total capital expenditures for property, plant and equipment, and leasehold intangibles:
|
||||||||||||
Retirement Centers
|
$
|
59,978
|
$
|
161,986
|
$
|
76,285
|
||||||
Assisted Living
|
156,732
|
220,893
|
107,037
|
|||||||||
CCRCs - Rental
|
37,800
|
54,864
|
42,412
|
|||||||||
CCRCs - Entry Fee
|
—
|
—
|
36,575
|
|||||||||
Brookdale Ancillary Services
|
1,576
|
4,061
|
1,805
|
|||||||||
Corporate and Management Services
|
44,027
|
6,878
|
40,131
|
|||||||||
|
$
|
300,113
|
$
|
448,682
|
$
|
304,245
|
|
As of December 31,
|
|||||||
|
2016
|
2015
|
||||||
Total assets:
|
||||||||
Retirement Centers
|
$
|
1,452,546
|
$
|
1,556,169
|
||||
Assisted Living
|
5,831,434
|
6,354,415
|
||||||
CCRCs - Rental
|
935,389
|
1,037,384
|
||||||
Brookdale Ancillary Services
|
280,530
|
292,540
|
||||||
Corporate and Management Services
|
717,788
|
808,056
|
||||||
|
$
|
9,217,687
|
$
|
10,048,564
|
(1) |
All revenue is earned from external third parties in the United States.
|
(2) |
Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.
|
(3) |
Segment operating income is defined as segment revenues less segment facility operating expenses (excluding depreciation and amortization).
|
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2016
|
June 30,
2016
|
September 30,
2016
|
December 31,
2016
|
||||||||||||
Revenues
|
$
|
1,263,156
|
$
|
1,258,830
|
$
|
1,246,126
|
$
|
1,208,868
|
||||||||
Asset impairment
|
3,375
|
4,152
|
19,111
|
221,877
|
||||||||||||
Income (loss) from operations
|
41,354
|
58,287
|
47,645
|
(178,369
|
)
|
|||||||||||
Income (loss) before income taxes
|
(47,152
|
)
|
(35,368
|
)
|
(47,569
|
)
|
(269,169
|
)
|
||||||||
Net income (loss)
|
(48,817
|
)
|
(35,491
|
)
|
(51,728
|
)
|
(268,600
|
)
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(48,775
|
)
|
(35,450
|
)
|
(51,685
|
)
|
(268,487
|
)
|
||||||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.26
|
)
|
$
|
(0.19
|
)
|
$
|
(0.28
|
)
|
$
|
(1.45
|
)
|
|
For the Quarters Ended
|
|||||||||||||||
|
March 31,
2015
|
June 30,
2015
|
September 30,
2015
|
December 31,
2015
|
||||||||||||
Revenues
|
$
|
1,247,881
|
$
|
1,238,184
|
$
|
1,238,841
|
$
|
1,235,702
|
||||||||
Asset impairment
|
—
|
—
|
—
|
57,941
|
||||||||||||
Income (loss) from operations
|
(116,873
|
)
|
(43,123
|
)
|
3,663
|
(8,873
|
)
|
|||||||||
Income (loss) before income taxes
|
(208,997
|
)
|
(137,400
|
)
|
(99,132
|
)
|
(104,835
|
)
|
||||||||
Net income (loss)
|
(130,709
|
)
|
(84,807
|
)
|
(68,336
|
)
|
(174,303
|
)
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
(130,451
|
)
|
(84,547
|
)
|
(68,220
|
)
|
(174,259
|
)
|
||||||||
Weighted average basic and diluted income (loss) per share
|
$
|
(0.71
|
)
|
$
|
(0.46
|
)
|
$
|
(0.37
|
)
|
$
|
(0.94
|
)
|
|
Additions
|
|||||||||||||||||||||||
Description
|
Balance at
beginning of
period
|
Acquisition of Emeritus
|
Charged to
costs and
expenses
|
Charged
to other
accounts
|
Deductions
|
Balance at
end of
period
|
||||||||||||||||||
Allowance for Doubtful Accounts:
|
||||||||||||||||||||||||
Year ended December 31, 2014
|
$
|
17,728
|
$
|
11,087
|
$
|
20,509
|
$
|
771
|
$
|
(23,594
|
)
|
$
|
26,501
|
|||||||||||
Year ended December 31, 2015
|
$
|
26,501
|
$
|
—
|
$
|
25,132
|
$
|
2,135
|
$
|
(27,298
|
)
|
$
|
26,470
|
|||||||||||
Year ended December 31, 2016
|
$
|
26,470
|
$
|
—
|
$
|
30,632
|
$
|
2,680
|
$
|
(32,738
|
)
|
$
|
27,044
|
|||||||||||
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance:
|
||||||||||||||||||||||||
Year ended December 31, 2014
|
$
|
72,366
|
$
|
1,002
|
$
|
—
|
$
|
—
|
$
|
(64,155
|
)
(1)
|
$
|
9,213
|
|||||||||||
Year ended December 31, 2015
|
$
|
9,213
|
$
|
—
|
$
|
111,797
|
(2)
|
$
|
592
|
(2)
|
$
|
—
|
$
|
121,602
|
||||||||||
Year ended December 31, 2016
|
$
|
121,602
|
$
|
—
|
$
|
142,862
|
(3)
|
$
|
—
|
$
|
(159
|
)
(4)
|
$
|
264,305
|
Item 12. |
Plan category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
(1)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
(2)
|
||||||
Equity compensation plans approved by security holders
|
—
|
—
|
4,556,638
|
||||||
Equity compensation plans not approved by security holders
(3)
|
—
|
—
|
70,521
|
||||||
Total
|
—
|
—
|
4,627,159
|
(1) |
As of December 31, 2016, an aggregate of 3,945,855
shares of unvested restricted stock and 10,348
vested restricted stock units
were outstanding under our 2014 Omnibus Incentive Plan, and an aggregate of 662,332
shares of unvested restricted stock and 6,850 vested restricted stock units were outstanding under our Omnibus Stock Incentive Plan. Such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014 Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards and other stock-based awards.
|
(2) |
The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 3,532,466 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 1,024,172 shares remaining available for future issuance under our Associate Stock Purchase Plan.
|
(3) |
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-employee/non-consultant 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.
|
1) |
Our Audited Consolidated Financial Statements
|
2) |
Exhibits – See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.
|
|
BROOKDALE SENIOR LIVING INC.
|
||
|
|
|
|
|
By:
|
/s/ T. Andrew Smith
|
|
|
Name:
|
T. Andrew Smith
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
Date:
|
February 14, 2017
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Daniel A. Decker
|
Executive Chairman of the Board
|
February 14, 2017
|
Daniel A. Decker
|
|
|
|
|
|
/s/ T. Andrew Smith
|
President, Chief Executive Officer and Director
|
February 14, 2017
|
T. Andrew Smith
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Lucinda M. Baier
|
Chief Financial Officer
|
February 14, 2017
|
Lucinda M. Baier
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Dawn L. Kussow
|
Senior Vice President and Chief Accounting Officer
|
February 14, 2017
|
Dawn L. Kussow
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Frank M. Bumstead
|
Director
|
February 14, 2017
|
Frank M. Bumstead
|
|
|
/s/ Jackie M. Clegg
|
Director
|
February 14, 2017
|
Jackie M. Clegg
|
|
|
|
|
|
/s/ Jeffrey R. Leeds
|
Director
|
February 14, 2017
|
Jeffrey R. Leeds
|
|
|
|
|
|
/s/ Mark J. Parrell
|
Director
|
February 14, 2017
|
Mark J. Parrell
|
||
/s/ William G. Petty, Jr.
|
Director
|
February 14, 2017
|
William G. Petty, Jr.
|
|
|
|
|
|
/s/ James R. Seward
|
Director
|
February 14, 2017
|
James R. Seward
|
|
|
|
|
|
/s/ Lee S. Wielansky
|
Director
|
February 14, 2017
|
Lee S. Wielansky
|
|
|
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of February 20, 2014, by and among Brookdale Senior Living Inc. (the "Company"), Emeritus Corporation and Broadway Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 21, 2014 (File No. 001-32641)).
|
|
2.2
|
Master Contribution and Transactions Agreement, dated as of April 23, 2014, by and between the Company and HCP, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2014 (File No. 001-32641)).
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 26, 2010 (File No. 001-32641)).
|
|
3.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 30, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 5, 2014 (File No. 001-32641)).
|
|
3.3
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2012 (File No. 001-32641)).
|
|
4.1
|
Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed on November 7, 2005 (File No. 333-127372)).
|
|
4.2
|
Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
|
4.3
|
Supplemental Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
|
|
4.4
|
Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.3).
|
|
10.1.1
|
Amended and Restated Master Lease and Security Agreement, dated as of August 29, 2014, by and between HCP, Inc. and the other lessors named therein, and Emeritus Corporation and the other lessees named therein (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-32641)).
†
|
|
10.1.2
|
First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice, dated as of December 29, 2014, by and between HCP, Inc. and the Company (incorporated by reference to Exhibit 10.1.2 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).
†
|
|
10.1.3
|
Second Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 1, 2015, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor (incorporated by reference to Exhibit 10.1.3 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).
†
|
|
10.1.4
|
Third Amendment to Amended and Restated Master Lease and Security Agreement, dated as of May 1, 2015, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-32641)).
|
|
10.1.5
|
Fourth Amendment to Amended and Restated Master Lease and Security Agreement and Amendment to Guaranty, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor.
††
|
|
10.1.6
|
Fifth Amendment to Amended and Restated Master Lease and Security Agreement and Amendment to Guaranty, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein, Emeritus Corporation and the other lessees named therein, and the Company as guarantor.
††
|
|
10.1.7
|
Sixth Amendment to Amended and Restated Master Lease and Security Agreement, dated as of November 18, 2016, by and among HCP, Inc. and the other lessors named therein and Emeritus Corporation and the other lessees named therein and reaffirmed and consented to by the Company as guarantor.
|
|
10.2
|
Fourth Amended and Restated Credit Agreement, dated as of December 19, 2014, among certain subsidiaries of the Company, General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2014 (File No. 001-32641)).
|
|
10.3
|
Master Credit Facility Agreement, dated as of July 29, 2011, by and among various subsidiaries of the Company and Oak Grove Commercial Mortgage, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011 (File No. 001-32641)).
|
|
10.4
|
Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
10.5
|
Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.6
|
Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.7
|
Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.8
|
Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.9
|
Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.10
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.11
|
Additional Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.12
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.13
|
Additional Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.14
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.15
|
Additional Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2011 (File No. 001-32641)).
|
|
10.16.1
|
Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated effective June 23, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 23, 2009 (File No. 001-32641)) (the "Omnibus Stock Incentive Plan").*
|
|
10.16.2
|
First Amendment to the Omnibus Stock Incentive Plan effective as of October 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2009 (File No. 001-32641)).*
|
|
10.17
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.18
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
10.19
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.20
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on November 9, 2011 (File No. 001-32641)).*
|
|
10.21
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.22
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.23
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.24
|
Form of Restricted Share Agreement under the Omnibus Stock Incentive Plan (2013 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 19, 2013 (File No. 001-32641)).*
|
|
10.25
|
Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 8, 2014 (File No. 001-32641)) (the "Omnibus Incentive Plan").*
|
|
10.26
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.27
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.28
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.29
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K filed on February 25, 2015 (File No. 001-32641)).*
|
|
10.30
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.31
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.32
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
|
10.33
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2016 (File No. 001-32641)).*
|
10.34
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for New Directors) (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.35
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of October 1, 2015, by and between the Company and Daniel A. Decker (Time-Vesting) (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.36
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of November 7, 2016, by and between the Company and Daniel A. Decker (Time-Vesting).*
|
|
10.37
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of November 7, 2016, by and between the Company and Daniel A. Decker (Performance-Vesting).*
|
|
10.38
|
Form of Outside Director Restricted Stock Unit Agreement under the Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012 (File No. 001-32641)).*
|
|
10.39
|
Form of Outside Director Restricted Stock Unit Agreement under the Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2016 (File No. 001-32641)).*
|
|
10.40.1
|
Brookdale Senior Living Inc. Associate Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2008 (File No. 001-32641)) (the "Associate Stock Purchase Plan").*
|
|
10.40.2
|
First Amendment to Associate Stock Purchase Plan, effective as of December 12, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2013 (File No. 001-32641)).*
|
|
10.41.1
|
Form of Severance Letter and Brookdale Senior Living Inc. Severance Pay Policy, Tier I (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2010 (File No. 001-32641)).*
|
|
10.41.2
|
Amendment No. 1 to Severance Pay Policy, Tier I, adopted by the Company on April 23, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).*
|
|
10.41.3
|
Amendment No. 2 to Severance Pay Policy, Tier I, adopted by the Company on August 3, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-32641)).*
|
|
10.42.1
|
Employment Agreement, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
|
10.42.2
|
Amendment No. 1 to Employment Agreement dated as of April 23, 2015 by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).*
|
|
10.43
|
Restricted Share Agreement (Time-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
10.44
|
Restricted Share Agreement (Performance-Vesting) under the Omnibus Stock Incentive Plan, dated as of February 11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)).*
|
|
10.45
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of February 5, 2015, by and between the Company and T. Andrew Smith (2-Year Performance-Vesting) (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.46
|
Restricted Share Agreement under the Omnibus Incentive Plan, dated as of February 5, 2015, by and between the Company and T. Andrew Smith (3-Year Cliff Vesting) (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2015 (File No. 001-32641)).*
|
|
10.47.1
|
Offer Letter Agreement by and between the Company and Labeed Diab (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File no. 001-32641)).*
|
|
10.47.2
|
Addendum to Offer Letter dated April 6, 2016 between the Company and Labeed S. Diab (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).*
|
|
10.48.1
|
Offer Letter Agreement by and between the Company and Lucinda Baier (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.48.2
|
Addendum to Offer Letter dated April 6, 2016 between the Company and Lucinda M. Baier (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).*
|
|
10.49.1
|
Severance Letter Agreement dated November 16, 2015, by and between the Company and Mary Sue Patchett (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed on February 12, 2016 (File No. 001-32641)).*
|
|
10.49.2
|
Severance Letter Agreement dated December 20, 2016 by and between the Company and Mary Sue Patchett.*
|
|
10.50
|
Letter Agreement dated as of November 7, 2016 by and between the Company and Daniel A. Decker.*
|
|
10.51
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed on February 28, 2011 (File No. 001-32641)).*
|
|
10.52
|
Summary of Brookdale Senior Living Inc. Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 30, 2009 (File No. 333-160354)).*
|
|
10.53
|
Agreement dated as of April 23, 2015, by and among the Company and Sandell Asset Management Corp. and the other entities listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)).
|
|
21
|
Subsidiaries of the Registrant.
|
|
23
|
Consent of Ernst & Young LLP.
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
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.
|
|
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
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101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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* |
Management Contract or Compensatory Plan
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† |
Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the SEC.
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†† |
Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.
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1 Year Brookdale Senior Living Chart |
1 Month Brookdale Senior Living Chart |
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