| QUARTERLY 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
|
20-3068069
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
111 Westwood Place, Suite 400, Brentwood, Tennessee
|
37027
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
Large accelerated filer
|
Accelerated filer
|
|
Non-accelerated filer (Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
PAGE
|
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
Condensed Consolidated Balance Sheets -
|
|
|
As of March 31, 2016 (Unaudited) and December 31, 2015
|
3
|
|
|
|
|
Condensed Consolidated Statements of Operations -
|
|
|
Three months ended March 31, 2016 and 2015 (Unaudited)
|
4
|
|
|
|
|
Condensed Consolidated Statement of Equity -
|
|
|
Three months ended March 31, 2016 (Unaudited)
|
5
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows -
|
|
|
Three months ended March 31, 2016 and 2015 (Unaudited)
|
6
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
7
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
18
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
37
|
|
|
|
Item 4.
|
Controls and Procedures
|
38
|
|
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
38
|
|
|
|
Item 1A.
|
Risk Factors
|
38
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
38
|
Item 6.
|
Exhibits
|
38
|
|
|
|
Signatures
|
|
39
|
|
March 31,
2016
|
December 31,
2015
|
||||||
Assets
|
(Unaudited)
|
|||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
70,862
|
$
|
88,029
|
||||
Cash and escrow deposits – restricted
|
28,645
|
32,570
|
||||||
Accounts receivable, net
|
146,791
|
144,053
|
||||||
Assets held for sale
|
65,906
|
110,620
|
||||||
Prepaid expenses and other current assets, net
|
155,295
|
122,671
|
||||||
Total current assets
|
467,499
|
497,943
|
||||||
Property, plant and equipment and leasehold intangibles, net
|
8,004,357
|
8,031,376
|
||||||
Cash and escrow deposits – restricted
|
37,235
|
33,382
|
||||||
Investment in unconsolidated ventures
|
373,238
|
371,639
|
||||||
Goodwill
|
725,696
|
725,696
|
||||||
Other intangible assets, net
|
119,035
|
129,186
|
||||||
Other assets, net
|
261,612
|
259,342
|
||||||
Total assets
|
$
|
9,988,672
|
$
|
10,048,564
|
||||
Liabilities and Equity
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
185,642
|
$
|
173,454
|
||||
Current portion of capital and financing lease obligations
|
90,019
|
62,150
|
||||||
Trade accounts payable
|
92,089
|
128,006
|
||||||
Accrued expenses
|
371,343
|
372,874
|
||||||
Refundable entrance fees and deferred revenue
|
112,661
|
99,277
|
||||||
Tenant security deposits
|
4,161
|
4,387
|
||||||
Total current liabilities
|
855,915
|
840,148
|
||||||
Long-term debt, less current portion
|
3,543,068
|
3,459,371
|
||||||
Capital and financing lease obligations, less current portion
|
2,403,191
|
2,427,438
|
||||||
Line of credit
|
210,000
|
310,000
|
||||||
Deferred liabilities
|
268,544
|
266,537
|
||||||
Deferred tax liability
|
69,984
|
69,051
|
||||||
Other liabilities
|
218,537
|
217,292
|
||||||
Total liabilities
|
7,569,239
|
7,589,837
|
||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at March 31, 2016 and December 31, 2015; no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $0.01 par value, 400,000,000 shares authorized at March 31, 2016 and December 31, 2015; 193,257,659 and 190,767,191 shares issued and 190,829,258 and 188,338,790 shares outstanding (including 5,026,688 and 3,453,991 unvested restricted shares), respectively
|
1,908
|
1,883
|
||||||
Additional paid-in-capital
|
4,078,781
|
4,069,283
|
||||||
Treasury stock, at cost; 2,428,401 shares at March 31, 2016 and December 31, 2015
|
(46,800
|
)
|
(46,800
|
)
|
||||
Accumulated deficit
|
(1,614,253
|
)
|
(1,565,478
|
)
|
||||
Total Brookdale Senior Living Inc. stockholders' equity
|
2,419,636
|
2,458,888
|
||||||
Noncontrolling interest
|
(203
|
)
|
(161
|
)
|
||||
Total equity
|
2,419,433
|
2,458,727
|
||||||
Total liabilities and equity
|
$
|
9,988,672
|
$
|
10,048,564
|
|
Three Months Ended March 31,
|
|||||||
|
2016
|
2015
|
||||||
Revenue
|
||||||||
Resident fees
|
$
|
1,061,148
|
$
|
1,052,232
|
||||
Management fees
|
16,780
|
15,097
|
||||||
Reimbursed costs incurred on behalf of managed communities
|
185,228
|
180,552
|
||||||
Total revenue
|
1,263,156
|
1,247,881
|
||||||
|
||||||||
Expense
|
||||||||
Facility operating expense (excluding depreciation and amortization of $114,103 and $208,823, respectively)
|
715,902
|
696,889
|
||||||
General and administrative expense (including non-cash stock-based compensation expense of $9,769 and $8,873, respectively)
|
92,621
|
89,530
|
||||||
Transaction costs
|
850
|
6,742
|
||||||
Facility lease expense
|
96,689
|
94,471
|
||||||
Depreciation and amortization
|
127,137
|
220,427
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Loss on facility lease termination
|
—
|
76,143
|
||||||
Costs incurred on behalf of managed communities
|
185,228
|
180,552
|
||||||
Total operating expense
|
1,221,802
|
1,364,754
|
||||||
Income (loss) from operations
|
41,354
|
(116,873
|
)
|
|||||
|
||||||||
Interest income
|
702
|
427
|
||||||
Interest expense:
|
||||||||
Debt
|
(43,990
|
)
|
(42,348
|
)
|
||||
Capital and financing lease obligations
|
(50,579
|
)
|
(53,203
|
)
|
||||
Amortization of deferred financing costs and debt premium (discount)
|
(2,310
|
)
|
(381
|
)
|
||||
Change in fair value of derivatives
|
(24
|
)
|
(550
|
)
|
||||
Debt modification and extinguishment costs
|
(1,110
|
)
|
(44
|
)
|
||||
Equity in earnings of unconsolidated ventures
|
1,018
|
1,484
|
||||||
Other non-operating income
|
7,787
|
2,491
|
||||||
Income (loss) before income taxes
|
(47,152
|
)
|
(208,997
|
)
|
||||
(Provision) benefit for income taxes
|
(1,665
|
)
|
78,288
|
|||||
Net income (loss)
|
(48,817
|
)
|
(130,709
|
)
|
||||
Net (income) loss attributable to noncontrolling interest
|
42
|
258
|
||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(48,775
|
)
|
$
|
(130,451
|
)
|
||
|
||||||||
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(0.26
|
)
|
$
|
(0.71
|
)
|
||
|
||||||||
Weighted average shares used in computing basic and diluted net income (loss) per share
|
185,153
|
183,678
|
|
Common Stock
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Stockholders'
Equity
|
Noncontrolling
Interest
|
Total Equity
|
||||||||||||||||||||||||
Balances at January 1, 2016
|
188,339
|
$
|
1,883
|
$
|
4,069,283
|
$
|
(46,800
|
)
|
$
|
(1,565,478
|
)
|
$
|
2,458,888
|
$
|
(161
|
)
|
$
|
2,458,727
|
||||||||||||||
Compensation expense related to restricted stock grants
|
—
|
—
|
9,769
|
—
|
—
|
9,769
|
—
|
9,769
|
||||||||||||||||||||||||
Net income (loss)
|
—
|
—
|
—
|
—
|
(48,775
|
)
|
(48,775
|
)
|
(42
|
)
|
(48,817
|
)
|
||||||||||||||||||||
Issuance of common stock under Associate Stock Purchase Plan
|
41
|
1
|
581
|
—
|
—
|
582
|
—
|
582
|
||||||||||||||||||||||||
Restricted stock, net
|
2,515
|
25
|
(25
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
Other
|
(66
|
)
|
(1
|
)
|
(827
|
)
|
—
|
—
|
(828
|
)
|
—
|
(828
|
)
|
|||||||||||||||||||
Balances at March 31, 2016
|
190,829
|
$
|
1,908
|
$
|
4,078,781
|
$
|
(46,800
|
)
|
$
|
(1,614,253
|
)
|
$
|
2,419,636
|
$
|
(203
|
)
|
$
|
2,419,433
|
|
Three Months Ended
March 31,
|
|||||||
|
2016
|
2015
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net income (loss)
|
$
|
(48,817
|
)
|
$
|
(130,709
|
)
|
||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Loss on extinguishment of debt, net
|
139
|
44
|
||||||
Depreciation and amortization, net
|
129,447
|
220,808
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Equity in earnings of unconsolidated ventures
|
(1,018
|
)
|
(1,484
|
)
|
||||
Distributions from unconsolidated ventures from cumulative share of net earnings
|
—
|
500
|
||||||
Amortization of deferred gain
|
(1,093
|
)
|
(1,093
|
)
|
||||
Amortization of entrance fees
|
(926
|
)
|
(767
|
)
|
||||
Proceeds from deferred entrance fee revenue
|
3,087
|
2,455
|
||||||
Deferred income tax provision (benefit)
|
934
|
(79,237
|
)
|
|||||
Change in deferred lease liability
|
3,935
|
2,801
|
||||||
Change in fair value of derivatives
|
24
|
550
|
||||||
Gain on sale of assets
|
(2,749
|
)
|
—
|
|||||
Non-cash stock-based compensation
|
9,769
|
8,873
|
||||||
Non-cash interest expense on financing lease obligations
|
6,439
|
5,700
|
||||||
Amortization of (above) below market rents, net
|
(1,733
|
)
|
(1,959
|
)
|
||||
Other
|
(2,330
|
)
|
—
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, net
|
(2,738
|
)
|
(13,140
|
)
|
||||
Prepaid expenses and other assets, net
|
(36,554
|
)
|
24,504
|
|||||
Accounts payable and accrued expenses
|
(1,388
|
)
|
(38,773
|
)
|
||||
Tenant refundable fees and security deposits
|
(226
|
)
|
(510
|
)
|
||||
Deferred revenue
|
12,766
|
11,494
|
||||||
Net cash provided by operating activities
|
70,343
|
10,057
|
||||||
|
||||||||
Cash Flows from Investing Activities
|
||||||||
(Increase) decrease in lease security deposits and lease acquisition deposits, net
|
(1,210
|
)
|
13,037
|
|||||
Decrease in cash and escrow deposits — restricted
|
72
|
12,289
|
||||||
Additions to property, plant and equipment and leasehold intangibles, net
|
(108,510
|
)
|
(79,129
|
)
|
||||
Acquisition of assets, net of related payables and cash received
|
(12,157
|
)
|
(174,305
|
)
|
||||
Investment in unconsolidated ventures
|
(2,365
|
)
|
(3,923
|
)
|
||||
Distributions received from unconsolidated ventures
|
1,724
|
—
|
||||||
Proceeds from sale of assets, net
|
45,584
|
—
|
||||||
Other
|
2,414
|
740
|
||||||
Net cash used in investing activities
|
(74,448
|
)
|
(231,291
|
)
|
||||
|
||||||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from debt
|
177,370
|
85,365
|
||||||
Repayment of debt and capital and financing lease obligations
|
(84,016
|
)
|
(47,555
|
)
|
||||
Proceeds from line of credit
|
357,000
|
445,000
|
||||||
Repayment of line of credit
|
(457,000
|
)
|
(245,000
|
)
|
||||
Payment of financing costs, net of related payables
|
(818
|
)
|
(1,481
|
)
|
||||
Refundable entrance fees:
|
||||||||
Proceeds from refundable entrance fees
|
535
|
36
|
||||||
Refunds of entrance fees
|
(1,128
|
)
|
(829
|
)
|
||||
Cash portion of loss on extinguishment of debt
|
—
|
(44
|
)
|
|||||
Payment on lease termination
|
(4,625
|
)
|
(3,875
|
)
|
||||
Other
|
(380
|
)
|
716
|
|||||
Net cash (used in) provided by financing activities
|
(13,062
|
)
|
232,333
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(17,167
|
)
|
11,099
|
|||||
Cash and cash equivalents at beginning of period
|
88,029
|
104,083
|
||||||
Cash and cash equivalents at end of period
|
$
|
70,862
|
$
|
115,182
|
|
Shares Granted
|
Value Per Share
|
Total Value
|
|||||||||
Three months ended March 31, 2016
|
2,855
|
$
|
14.49 – 18.46
|
$
|
41,371
|
|
March 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Impairment
and Other
Charges
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Impairment
and Other
Charges
|
Net
|
||||||||||||||||||
Retirement Centers
|
$
|
28,141
|
$
|
(721
|
)
|
$
|
27,420
|
$
|
28,141
|
$
|
(721
|
)
|
$
|
27,420
|
||||||||||
Assisted Living
|
591,814
|
(20,348
|
)
|
571,466
|
591,814
|
(20,348
|
)
|
571,466
|
||||||||||||||||
Brookdale Ancillary Services
|
126,810
|
—
|
126,810
|
126,810
|
—
|
126,810
|
||||||||||||||||||
Total
|
$
|
746,765
|
$
|
(21,069
|
)
|
$
|
725,696
|
$
|
746,765
|
$
|
(21,069
|
)
|
$
|
725,696
|
|
March 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
||||||||||||||||||
Community purchase options
|
$
|
32,970
|
$
|
—
|
$
|
32,970
|
$
|
40,270
|
$
|
—
|
$
|
40,270
|
||||||||||||
Health care licenses
|
66,612
|
—
|
66,612
|
66,612
|
—
|
66,612
|
||||||||||||||||||
Trade names
|
27,800
|
(16,717
|
)
|
11,083
|
27,800
|
(14,209
|
)
|
13,591
|
||||||||||||||||
Other
|
13,531
|
(5,161
|
)
|
8,370
|
13,531
|
(4,818
|
)
|
8,713
|
||||||||||||||||
Total
|
$
|
140,913
|
$
|
(21,878
|
)
|
$
|
119,035
|
$
|
148,213
|
$
|
(19,027
|
)
|
$
|
129,186
|
|
March 31,
2016
|
December 31,
2015
|
||||||
Land
|
$
|
486,567
|
$
|
486,567
|
||||
Buildings and improvements
|
5,312,297
|
5,260,826
|
||||||
Leasehold improvements
|
114,363
|
100,430
|
||||||
Furniture and equipment
|
935,707
|
895,447
|
||||||
Resident and leasehold operating intangibles
|
783,434
|
783,434
|
||||||
Construction in progress
|
121,397
|
138,054
|
||||||
Assets under capital and financing leases
|
2,921,047
|
2,909,653
|
||||||
|
10,674,812
|
10,574,411
|
||||||
Accumulated depreciation and amortization
|
(2,670,455
|
)
|
(2,543,035
|
)
|
||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
8,004,357
|
$
|
8,031,376
|
|
March 31,
2016
|
December 31,
2015
|
||||||
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.58% for the three months ended March 31, 2016, including net debt premium and deferring financing costs of $1.3 million and $3.3 million at March 31, 2016 and December 31, 2015, respectively (weighted average interest rate of 4.51% in 2015)
|
$
|
3,329,740
|
$
|
3,246,513
|
||||
Capital and financing lease obligations payable through 2031; weighted average interest rate of 8.07% for the three months ended March 31, 2016 (weighted average interest rate of 8.11% in 2015)
|
2,493,210
|
2,489,588
|
||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $31.1 million and $34.3 million at March 31, 2016 and December 31, 2015, respectively, interest at 2.75% per annum, due June 2018
|
285,189
|
281,902
|
||||||
Construction financing due 2019 through 2032; weighted average interest rate of 7.76% for the three months ended March 31, 2016 (weighted average interest rate of 4.84% in 2015)
|
15,353
|
24,105
|
||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.94% for the three months ended March 31, 2016, due 2016
|
17,677
|
—
|
||||||
Other notes payable, weighted average interest rate of 5.24% for the three months ended March 31, 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2016 to 2020
|
80,751
|
80,305
|
||||||
Total debt and capital and financing lease obligations
|
6,221,920
|
6,122,413
|
||||||
Less current portion
|
275,661
|
235,604
|
||||||
Total long-term debt and capital and financing lease obligations
|
$
|
5,946,259
|
$
|
5,886,809
|
(dollars in thousands):
|
Three Months Ended
March 31,
|
|||||||
|
2016
|
2015
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Interest paid
|
$
|
92,270
|
$
|
86,732
|
||||
Income taxes paid
|
$
|
246
|
$
|
41
|
||||
Additions to property, plant and equipment and leasehold improvements
|
||||||||
Property, plant and equipment and leasehold intangibles, net
|
$
|
79,017
|
$
|
79,129
|
||||
Accounts payable
|
29,493
|
—
|
||||||
Net cash paid
|
$
|
108,510
|
$
|
79,129
|
||||
Acquisition of assets, net of related payables and cash received:
|
||||||||
Prepaid expenses and other assets
|
$
|
—
|
$
|
(47,225
|
)
|
|||
Property, plant and equipment and leasehold intangibles, net
|
19,457
|
184,964
|
||||||
Other intangible assets, net
|
(7,300
|
)
|
2,970
|
|||||
Capital and financing lease obligations
|
—
|
53,596
|
||||||
Long-term debt
|
—
|
(20,000
|
)
|
|||||
Net cash paid
|
$
|
12,157
|
$
|
174,305
|
||||
Proceeds from sale of assets:
|
||||||||
Assets held for sale
|
$
|
42,714
|
$
|
—
|
||||
Prepaid expenses and other assets
|
121
|
—
|
||||||
Gain on sale of assets
|
2,749
|
—
|
||||||
Net cash received
|
$
|
45,584
|
$
|
—
|
|
Three Months Ended
March 31,
|
|||||||
|
2016
|
2015
|
||||||
Cash basis payment
|
$
|
95,580
|
$
|
94,722
|
||||
Straight-line expense
|
3,935
|
2,801
|
||||||
Amortization of (above) below market rent, net
|
(1,733
|
)
|
(1,959
|
)
|
||||
Amortization of deferred gain
|
(1,093
|
)
|
(1,093
|
)
|
||||
Facility lease expense
|
$
|
96,689
|
$
|
94,471
|
VIE Type
|
Asset Type
|
Maximum Exposure to Loss
|
Carrying Amount
|
||||||
CCRC Venture opco
|
Investment in unconsolidated ventures
|
$
|
179.2
|
$
|
179.2
|
||||
RIDEA Ventures
|
Investment in unconsolidated ventures
|
$
|
124.5
|
$
|
124.5
|
|
Three Months Ended
March 31,
|
|||||||
|
2016
|
2015
|
||||||
Revenue
|
||||||||
Retirement Centers(1)
|
$
|
169,426
|
$
|
163,486
|
||||
Assisted Living(1)
|
617,270
|
617,344
|
||||||
CCRCs - Rental(1)
|
152,260
|
155,991
|
||||||
Brookdale Ancillary Services(1)
|
122,192
|
115,411
|
||||||
Management Services(2)
|
202,008
|
195,649
|
||||||
|
$
|
1,263,156
|
$
|
1,247,881
|
||||
Segment Operating Income(3)
|
||||||||
Retirement Centers
|
$
|
74,449
|
$
|
70,524
|
||||
Assisted Living
|
220,810
|
223,506
|
||||||
CCRCs - Rental
|
35,469
|
38,571
|
||||||
Brookdale Ancillary Services
|
14,518
|
22,742
|
||||||
Management Services
|
16,780
|
15,097
|
||||||
|
362,026
|
370,440
|
||||||
General and administrative (including non-cash stock-based compensation expense)
|
92,621
|
89,530
|
||||||
Transaction costs
|
850
|
6,742
|
||||||
Facility lease expense
|
96,689
|
94,471
|
||||||
Depreciation and amortization
|
127,137
|
220,427
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Loss on facility lease termination
|
—
|
76,143
|
||||||
Income (loss) from operations
|
$
|
41,354
|
$
|
(116,873
|
)
|
|
As of
|
|||||||
|
March 31,
2016
|
December 31,
2015
|
||||||
Total assets
|
||||||||
Retirement Centers
|
$
|
1,542,954
|
$
|
1,549,623
|
||||
Assisted Living
|
6,294,576
|
6,347,178
|
||||||
CCRCs - Rental
|
1,020,500
|
1,035,371
|
||||||
Brookdale Ancillary Services
|
288,883
|
292,540
|
||||||
Corporate and Management Services
|
841,759
|
823,852
|
||||||
Total assets
|
$
|
9,988,672
|
$
|
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). |
|
Three Months Ended
March 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2016
|
2015
|
Amount
|
Percent
|
||||||||||||
Total revenues
|
$
|
1,263.2
|
$
|
1,247.9
|
$
|
15.3
|
1.2
|
%
|
||||||||
Facility operating expense
|
$
|
715.9
|
$
|
696.9
|
$
|
19.0
|
2.7
|
%
|
||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(48.8
|
)
|
$
|
(130.5
|
)
|
$
|
(81.7
|
)
|
(62.6
|
)%
|
|||||
Adjusted EBITDA
|
$
|
199.7
|
$
|
203.4
|
$
|
(3.8
|
)
|
(1.8
|
)%
|
|||||||
Cash From Facility Operations
|
$
|
86.2
|
$
|
88.1
|
$
|
(1.9
|
)
|
(2.2
|
)%
|
|||||||
Facility Operating Income
|
$
|
344.3
|
$
|
354.6
|
$
|
(10.3
|
)
|
(2.9
|
)%
|
(dollars in thousands, except average monthly revenue per unit)
|
Three Months Ended
March 31,
|
|||||||||||||||
|
2016
|
2015
|
Increase
(Decrease)
|
% Increase
(Decrease)
|
||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Revenue
|
||||||||||||||||
Resident fees
|
||||||||||||||||
Retirement Centers
|
$
|
169,426
|
$
|
163,486
|
$
|
5,940
|
3.6
|
%
|
||||||||
Assisted Living
|
617,270
|
617,344
|
(74
|
)
|
—
|
|||||||||||
CCRCs – Rental
|
152,260
|
155,991
|
(3,731
|
)
|
(2.4
|
)%
|
||||||||||
Brookdale Ancillary Services
|
122,192
|
115,411
|
6,781
|
5.9
|
%
|
|||||||||||
Total resident fees
|
1,061,148
|
1,052,232
|
8,916
|
0.8
|
%
|
|||||||||||
Management services(1)
|
202,008
|
195,649
|
6,359
|
3.3
|
%
|
|||||||||||
Total revenue
|
1,263,156
|
1,247,881
|
15,275
|
1.2
|
%
|
|||||||||||
Expense
|
||||||||||||||||
Facility operating expense
|
||||||||||||||||
Retirement Centers
|
94,977
|
92,962
|
2,015
|
2.2
|
%
|
|||||||||||
Assisted Living
|
396,460
|
393,838
|
2,622
|
0.7
|
%
|
|||||||||||
CCRCs – Rental
|
116,791
|
117,420
|
(629
|
)
|
(0.5
|
)%
|
||||||||||
Brookdale Ancillary Services
|
107,674
|
92,669
|
15,005
|
16.2
|
%
|
|||||||||||
Total facility operating expense
|
715,902
|
696,889
|
19,013
|
2.7
|
%
|
|||||||||||
General and administrative expense
|
92,621
|
89,530
|
3,091
|
3.5
|
%
|
|||||||||||
Transaction costs
|
850
|
6,742
|
(5,892
|
)
|
(87.4
|
)%
|
||||||||||
Facility lease expense
|
96,689
|
94,471
|
2,218
|
2.3
|
%
|
|||||||||||
Depreciation and amortization
|
127,137
|
220,427
|
(93,290
|
)
|
(42.3
|
)%
|
||||||||||
Asset impairment
|
3,375
|
—
|
3,375
|
NM
|
||||||||||||
Loss on facility lease termination
|
—
|
76,143
|
(76,143
|
)
|
NM
|
|||||||||||
Costs incurred on behalf of managed communities
|
185,228
|
180,552
|
4,676
|
2.6
|
%
|
|||||||||||
Total operating expense
|
1,221,802
|
1,364,754
|
(142,952
|
)
|
(10.5
|
)%
|
||||||||||
Income (loss) from operations
|
41,354
|
(116,873
|
)
|
158,227
|
135.4
|
%
|
||||||||||
Interest income
|
702
|
427
|
275
|
64.4
|
%
|
|||||||||||
Interest expense
|
||||||||||||||||
Debt
|
(43,990
|
)
|
(42,348
|
)
|
1,642
|
3.9
|
%
|
|||||||||
Capital and financing lease obligations
|
(50,579
|
)
|
(53,203
|
)
|
(2,624
|
)
|
(4.9
|
)%
|
||||||||
Amortization of deferred financing costs and debt premium (discount)
|
(2,310
|
)
|
(381
|
)
|
1,929
|
506.3
|
%
|
|||||||||
Change in fair value of derivatives
|
(24
|
)
|
(550
|
)
|
(526
|
)
|
(95.6
|
)%
|
||||||||
Debt modification and extinguishment costs
|
(1,110
|
)
|
(44
|
)
|
1,066
|
NM
|
||||||||||
Equity in earnings of unconsolidated ventures
|
1,018
|
1,484
|
(466
|
)
|
(31.4
|
)%
|
||||||||||
Other non-operating income
|
7,787
|
2,491
|
5,296
|
212.6
|
%
|
|||||||||||
Income (loss) before income taxes
|
(47,152
|
)
|
(208,997
|
)
|
(161,845
|
)
|
(77.4
|
)%
|
||||||||
(Provision) benefit for income taxes
|
(1,665
|
)
|
78,288
|
(79,953
|
)
|
(102.1
|
)%
|
|||||||||
Net income (loss)
|
(48,817
|
)
|
(130,709
|
)
|
(81,892
|
)
|
(62.7
|
)%
|
||||||||
Net (income) loss attributable to noncontrolling interest
|
42
|
258
|
(216
|
)
|
(83.7
|
)%
|
||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders
|
$
|
(48,775
|
)
|
$
|
(130,451
|
)
|
$
|
(81,676
|
)
|
(62.6
|
)%
|
|
Three Months Ended
March 31,
|
|||||||||||||||
|
2016
|
2015
|
Increase
(Decrease)
|
% Increase
(Decrease)
|
||||||||||||
Selected Operating and Other Data:
|
||||||||||||||||
Total number of communities (period end)
|
1,121
|
1,141
|
(20
|
)
|
(1.8
|
)%
|
||||||||||
Total units operated(2)
|
||||||||||||||||
Period end
|
107,574
|
109,887
|
(2,313
|
)
|
(2.1
|
)%
|
||||||||||
Weighted average
|
107,554
|
110,107
|
(2,553
|
)
|
(2.3
|
)%
|
||||||||||
Owned/leased communities units(2)
|
||||||||||||||||
Period end
|
80,927
|
82,928
|
(2,001
|
)
|
(2.4
|
)%
|
||||||||||
Weighted average
|
80,941
|
82,922
|
(1,981
|
)
|
(2.4
|
)%
|
||||||||||
Owned/leased communities occupancy rate (weighted average)
|
86.1
|
%
|
87.4
|
%
|
(1.3
|
)%
|
(1.5
|
)%
|
||||||||
Senior Housing average monthly revenue per unit(3)
|
$
|
4,485
|
$
|
4,305
|
$
|
180
|
4.2
|
%
|
||||||||
|
||||||||||||||||
Selected Segment Operating and Other Data:
|
||||||||||||||||
Retirement Centers
|
||||||||||||||||
Number of communities (period end)
|
95
|
99
|
(4
|
)
|
(4.0
|
)%
|
||||||||||
Total units(2)
|
||||||||||||||||
Period end
|
17,096
|
17,376
|
(280
|
)
|
(1.6
|
)%
|
||||||||||
Weighted average
|
17,096
|
17,369
|
(273
|
)
|
(1.6
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
88.9
|
%
|
88.8
|
%
|
0.1
|
%
|
0.1
|
%
|
||||||||
Senior Housing average monthly revenue per unit(3)
|
$
|
3,715
|
$
|
3,533
|
$
|
182
|
5.2
|
%
|
||||||||
Assisted Living
|
||||||||||||||||
Number of communities (period end)
|
820
|
837
|
(17
|
)
|
(2.0
|
)%
|
||||||||||
Total units(2)
|
||||||||||||||||
Period end
|
53,503
|
55,072
|
(1,569
|
)
|
(2.8
|
)%
|
||||||||||
Weighted average
|
53,510
|
55,073
|
(1,563
|
)
|
(2.8
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
85.6
|
%
|
87.2
|
%
|
(1.6
|
)%
|
(1.8
|
)%
|
||||||||
Senior Housing average monthly revenue per unit(3)
|
$
|
4,493
|
$
|
4,283
|
$
|
210
|
4.9
|
%
|
||||||||
CCRCs - Rental
|
||||||||||||||||
Number of communities (period end)
|
44
|
45
|
(1
|
)
|
(2.2
|
)%
|
||||||||||
Total units(2)
|
||||||||||||||||
Period end
|
10,328
|
10,480
|
(152
|
)
|
(1.5
|
)%
|
||||||||||
Weighted average
|
10,335
|
10,480
|
(145
|
)
|
(1.4
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
84.3
|
%
|
86.0
|
%
|
(1.7
|
)%
|
(2.0
|
)%
|
||||||||
Senior Housing average monthly revenue per unit(3)
|
$
|
5,790
|
$
|
5,744
|
$
|
46
|
0.8
|
%
|
||||||||
Management Services
|
||||||||||||||||
Number of communities (period end)
|
162
|
160
|
2
|
1.3
|
%
|
|||||||||||
Total units(2)
|
||||||||||||||||
Period end
|
26,647
|
26,959
|
(312
|
)
|
(1.2
|
)%
|
||||||||||
Weighted average
|
26,613
|
27,185
|
(572
|
)
|
(2.1
|
)%
|
||||||||||
Occupancy rate (weighted average)
|
87.1
|
%
|
86.5
|
%
|
0.6
|
%
|
0.7
|
%
|
||||||||
|
||||||||||||||||
Brookdale Ancillary Services
|
||||||||||||||||
Outpatient Therapy treatment codes
|
509,651
|
636,413
|
(126,762
|
)
|
(19.9
|
)%
|
||||||||||
Home Health average census
|
16,490
|
13,767
|
2,723
|
19.8
|
%
|
(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) | Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units. |
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Cash provided by operating activities
|
$
|
70,343
|
$
|
10,057
|
||||
Cash used in investing activities
|
(74,448
|
)
|
(231,291
|
)
|
||||
Cash (used in) provided by financing activities
|
(13,062
|
)
|
232,333
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(17,167
|
)
|
11,099
|
|||||
Cash and cash equivalents at beginning of period
|
88,029
|
104,083
|
||||||
Cash and cash equivalents at end of period
|
$
|
70,862
|
$
|
115,182
|
•
|
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; and
|
•
|
funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming and/or non-core 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;
|
•
|
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 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; and
|
•
|
other corporate initiatives (including information systems and other strategic projects).
|
Actual Three Months Ended
March 31, 2016
|
Anticipated 2016 Range
|
|||||||
Recurring
|
$
|
15.3
|
$
|
74.0 - 81.0
|
||||
Less: reimbursements
|
(2.0
|
)
|
(9.0 - 11.0
|
)
|
||||
Net recurring(1)
|
13.3
|
65.0 - 70.0
|
||||||
Net EBITDA-enhancing / Major Projects(2)
|
32.5
|
115.0 - 120.0
|
||||||
Net Program Max(3)
|
4.2
|
45.0 - 45.0
|
||||||
Corporate, integration and other(4)
|
11.3
|
50.0 - 55.0
|
||||||
Total capital expenditures
|
$
|
61.2
|
$
|
275.0 - 290.0
|
(1) | Payments are included in Cash From Facility Operations. |
(2) | Includes EBITDA-enhancing projects (primarily community renovations and apartment upgrades) and other major building infrastructure projects. Amount shown for the three months ended March 31, 2016 is the amount invested, net of third party lessor funding of $7.0 million. Anticipated amounts shown for 2016 are amounts invested or anticipated to be invested, net of approximately $19.0 million to $22.0 million of lessor reimbursements received or anticipated to be received. |
(3) | Includes community expansions and major repositioning or upgrade projects. Also includes de novo community developments. Amount shown for the three months ended March 31, 2016 is the amount invested, net of third party lessor funding of $8.8 million. Anticipated amounts shown for 2016 are amounts invested or anticipated to be invested, net of approximately $35.0 million to $38.0 million of lessor reimbursements received or anticipated to be received. |
(4) | Corporate, integration and other includes capital expenditures for information technology systems and equipment and expenditures supporting the expansion of our support platform and ancillary services programs. |
•
|
provision (benefit) for income taxes;
|
•
|
non-operating (income) expense items;
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
straight-line lease expense (income), net of amortization of (above) below market rents;
|
•
|
amortization of deferred gain;
|
•
|
amortization of deferred entrance fees;
|
•
|
non-cash stock-based compensation expense; and
|
•
|
change in future service obligation;
|
•
|
entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization); and
|
•
|
Cash From Facility Operations from unconsolidated ventures.
|
•
|
the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
|
Three Months Ended
March 31,
|
|||||||
|
2016(1)
|
2015(1)
|
||||||
Net income (loss)
|
$
|
(48,817
|
)
|
$
|
(130,709
|
)
|
||
Provision (benefit) for income taxes
|
1,665
|
(78,288
|
)
|
|||||
Equity in earnings of unconsolidated ventures
|
(1,018
|
)
|
(1,484
|
)
|
||||
Debt modification and extinguishment costs
|
1,110
|
44
|
||||||
Other non-operating income
|
(7,787
|
)
|
(2,491
|
)
|
||||
Interest expense:
|
||||||||
Debt
|
43,990
|
42,348
|
||||||
Capital and financing lease obligations
|
50,579
|
53,203
|
||||||
Amortization of deferred financing costs and debt (premium) discount
|
2,310
|
381
|
||||||
Change in fair value of derivatives
|
24
|
550
|
||||||
Interest income
|
(702
|
)
|
(427
|
)
|
||||
Income (loss) from operations
|
41,354
|
(116,873
|
)
|
|||||
Depreciation and amortization
|
127,137
|
220,427
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Loss on facility lease termination
|
—
|
76,143
|
||||||
Straight-line lease expense (income)
|
3,935
|
2,801
|
||||||
Amortization of (above) below market lease, net
|
(1,733
|
)
|
(1,959
|
)
|
||||
Amortization of deferred gain
|
(1,093
|
)
|
(1,093
|
)
|
||||
Amortization of entrance fees
|
(926
|
)
|
(767
|
)
|
||||
Non-cash stock-based compensation expense
|
9,769
|
8,873
|
||||||
Entrance fee receipts(2)
|
3,622
|
2,491
|
||||||
Entrance fee disbursements
|
(1,128
|
)
|
(829
|
)
|
||||
CFFO from unconsolidated ventures
|
15,354
|
14,213
|
||||||
Adjusted EBITDA
|
$
|
199,666
|
$
|
203,427
|
(1) | For the three months ended March 31, 2016, the calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $20.0 million. For the three months ended March 31, 2015, the calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $27.3 million. 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 the Company's 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. |
(2) | Includes the receipt of refundable and non-refundable entrance fees. |
•
|
deferred income tax provision (benefit);
|
•
|
non-operating (income) expense items;
|
•
|
non-cash financing lease interest expense;
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
straight-line lease expense (income), net of amortization of (above) below market rents;
|
•
|
amortization of deferred gain;
|
•
|
amortization of deferred entrance fees;
|
•
|
non-cash stock-based compensation expense; and
|
•
|
change in future service obligation;
|
•
|
entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization);
|
•
|
Cash From Facility Operations from unconsolidated ventures;
|
•
|
recurring capital expenditures, net;
|
•
|
lease financing debt amortization with fair market value or no purchase options; and
|
•
|
other.
|
•
|
the cash portion of non-recurring charges related to gain (loss) on sale of communities (including gain (loss) on facility lease termination) and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
|
Three Months Ended
March 31,(1)
|
|||||||
|
2016
|
2015
|
||||||
Net income (loss)
|
$
|
(48,817
|
)
|
$
|
(130,709
|
)
|
||
Deferred income tax provision (benefit)
|
934
|
(79,237
|
)
|
|||||
Other non-operating income
|
(7,787
|
)
|
(2,491
|
)
|
||||
Equity in earnings of unconsolidated ventures
|
(1,018
|
)
|
(1,484
|
)
|
||||
Debt modification and extinguishment costs
|
1,110
|
44
|
||||||
Interest expense
|
||||||||
Amortization of deferred financing costs and debt (premium) discount
|
2,310
|
381
|
||||||
Change in fair value of derivatives
|
24
|
550
|
||||||
Non-cash interest expense on financing lease obligations
|
6,439
|
5,700
|
||||||
Loss on facility lease termination
|
—
|
76,143
|
||||||
Depreciation and amortization
|
127,137
|
220,427
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Straight-line lease expense (income)
|
3,935
|
2,801
|
||||||
Amortization of (above) below market lease, net
|
(1,733
|
)
|
(1,959
|
)
|
||||
Amortization of deferred gain
|
(1,093
|
)
|
(1,093
|
)
|
||||
Amortization of entrance fees
|
(926
|
)
|
(767
|
)
|
||||
Non-cash stock-based compensation expense
|
9,769
|
8,873
|
||||||
Entrance fee receipts(2)
|
3,622
|
2,491
|
||||||
Entrance fee disbursements
|
(1,128
|
)
|
(829
|
)
|
||||
CFFO from unconsolidated ventures
|
15,354
|
14,213
|
||||||
Recurring capital expenditures, net
|
(13,281
|
)
|
(15,003
|
)
|
||||
Lease financing debt amortization with fair market value or no purchase option
|
(13,809
|
)
|
(12,439
|
)
|
||||
Other
|
1,737
|
2,491
|
||||||
Cash From Facility Operations
|
$
|
86,154
|
$
|
88,103
|
(1)
|
For the three months ended March 31, 2016, the calculation of CFFO includes integration, transaction, transaction-related and strategic project costs of $20.9 million (including $1.0 million of debt modification costs excluded from Adjusted EBITDA). For the three months ended March 31, 2015, the calculation of CFFO includes integration, transaction, transaction-related and strategic project costs of $27.3 million. 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 the Company's 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.
|
(2)
|
Includes the receipt of refundable and non-refundable entrance fees.
|
•
|
provision (benefit) for income taxes;
|
•
|
non-operating (income) expense items;
|
•
|
(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);
|
•
|
depreciation and amortization (including non-cash impairment charges);
|
•
|
facility lease expense;
|
•
|
general and administrative expense, including non-cash stock-based compensation expense;
|
•
|
transaction costs;
|
•
|
amortization of deferred entrance fee revenue;
|
•
|
change in future service obligation; and
|
•
|
management fees.
|
•
|
interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and
|
•
|
depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.
|
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Net income (loss)
|
$
|
(48,817
|
)
|
$
|
(130,709
|
)
|
||
Provision (benefit) for income taxes
|
1,665
|
(78,288
|
)
|
|||||
Equity in earnings of unconsolidated ventures
|
(1,018
|
)
|
(1,484
|
)
|
||||
Debt modification and extinguishment costs
|
1,110
|
44
|
||||||
Other non-operating income
|
(7,787
|
)
|
(2,491
|
)
|
||||
Interest expense:
|
||||||||
Debt
|
43,990
|
42,348
|
||||||
Capital and financing lease obligations
|
50,579
|
53,203
|
||||||
Amortization of deferred financing costs and debt (premium) discount
|
2,310
|
381
|
||||||
Change in fair value of derivatives
|
24
|
550
|
||||||
Interest income
|
(702
|
)
|
(427
|
)
|
||||
Income (loss) from operations
|
41,354
|
(116,873
|
)
|
|||||
Loss on facility lease termination
|
—
|
76,143
|
||||||
Depreciation and amortization
|
127,137
|
220,427
|
||||||
Asset impairment
|
3,375
|
—
|
||||||
Facility lease expense
|
96,689
|
94,471
|
||||||
General and administrative (including non-cash stock-based compensation expense)
|
92,621
|
89,530
|
||||||
Transaction costs
|
850
|
6,742
|
||||||
Amortization of entrance fees
|
(926
|
)
|
(767
|
)
|
||||
Management fees
|
(16,780
|
)
|
(15,097
|
)
|
||||
Facility Operating Income
|
$
|
344,320
|
$
|
354,576
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
The following table contains information regarding purchases of our common stock made during the quarter ended March 31, 2016 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:
|
Period
|
Total
Number of
Shares
Purchased (1)
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs (2)
|
||||||||||||
01/01/16 - 01/31/16
|
-
|
$
|
-
|
-
|
-
|
|||||||||||
02/01/16 - 02/29/16
|
57,918
|
14.49
|
-
|
-
|
||||||||||||
03/01/16 - 03/31/16
|
7,978
|
15.83
|
-
|
-
|
||||||||||||
Total
|
65,896
|
$
|
14.65
|
-
|
-
|
(1)
|
Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
|
(2)
|
See Note 14 to the consolidated financial statements contained in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016, which is incorporated herein by reference, for information regarding our share repurchase program. No shares were purchased pursuant to this authorization during the three months ended March 31, 2016. As of March 31, 2016, approximately $82.4 million remains available under this share repurchase authorization.
|
|
BROOKDALE SENIOR LIVING INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Lucinda M. Baier
|
|
|
Name:
|
Lucinda M. Baier
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
May 10, 2016
|
|
|
|
|
|
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
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (the "Omnibus Incentive Plan") (Time-Vesting Form for Executive Committee Members).
|
|
10.2
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting Form for Executive Vice Presidents).
|
|
10.3
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Committee Members).
|
|
10.4
|
Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting Form for Executive Vice Presidents).
|
|
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.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
1 | The language in this sentence regarding termination by the Participant for Good Reason is included only in the Company's CEO's award agreement. |
2 | The language regarding the Company's obligations in this section is included only in the Company's CEO's award agreement. |
BROOKDALE SENIOR LIVING INC.
|
||
By: _______________________________
|
||
Name:
|
||
Title:
|
||
_______________
|
||
___________________________________
|
||
Participant
|
BROOKDALE SENIOR LIVING INC.
|
||
By:
|
||
Name:
|
||
Title:
|
||
_________________
|
||
___________________________________
|
||
Participant
|
1 | The language in this sentence regarding termination by the Participant for Good Reason is included only in the Company's CEO's award agreement. |
2 | The language regarding the Company's obligations in this section is included only in the Company's CEO's award agreement. |
BROOKDALE SENIOR LIVING INC.
|
||
By: _______________________________
|
||
Name:
|
||
Title:
|
||
________________
|
||
___________________________________
|
||
Participant
|
BROOKDALE SENIOR LIVING INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
_________________
|
|||
___________________________________
|
|||
Participant
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 10, 2016
|
/s/ T. Andrew Smith
|
|
T. Andrew Smith
|
||
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 10, 2016
|
/s/ Lucinda M. Baier
|
|
Lucinda M. Baier
|
||
Chief Financial Officer
|
/s/ T. Andrew Smith
|
||
Name:
|
T. Andrew Smith
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
May 10, 2016
|
/s/ Lucinda M. Baier
|
||
Name:
|
Lucinda M. Baier
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
May 10, 2016
|
Document and Entity Information - USD ($) $ in Billions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
May. 06, 2016 |
Jun. 30, 2015 |
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Brookdale Senior Living Inc. | ||
Entity Central Index Key | 0001332349 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 6.5 | ||
Entity Common Stock, Shares Outstanding | 185,809,480 | ||
Document Fiscal Year Focus | 2016 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 193,257,659 | 190,767,191 |
Common stock, shares outstanding (in shares) | 190,829,258 | 188,338,790 |
Treasury stock, shares (in shares) | 2,428,401 | 2,428,401 |
Unvested Restricted Stock [Member] | ||
Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares outstanding (in shares) | 5,026,688 | 3,453,991 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract] | ||
Depreciation and amortization | $ 114,103 | $ 208,823 |
Non-cash stock-based compensation expense | $ 9,769 | $ 8,873 |
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands |
Total |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Treasury Stock [Member] |
Accumulated Deficit [Member] |
Stockholders' Equity [Member] |
Noncontrolling Interest [Member] |
---|---|---|---|---|---|---|---|
Balances at beginning of period at Dec. 31, 2015 | $ 2,458,727 | $ 1,883 | $ 4,069,283 | $ (46,800) | $ (1,565,478) | $ 2,458,888 | $ (161) |
Balances at beginning of period - shares (in share) at Dec. 31, 2015 | 188,338,790 | 188,339,000 | |||||
Compensation expense related to restricted stock grants | $ 9,769 | $ 0 | 9,769 | 0 | 0 | 9,769 | 0 |
Net income (loss) | (48,817) | 0 | 0 | 0 | (48,775) | (48,775) | (42) |
Issuance of common stock under Associate Stock Purchase Plan | 582 | $ 1 | 581 | 0 | 0 | 582 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | 41,000 | ||||||
Restricted stock, net | 0 | $ 25 | (25) | 0 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | 2,515,000 | ||||||
Other | (828) | $ (1) | (827) | 0 | 0 | (828) | 0 |
Stock Issued During Period, Shares, Other | (66,000) | ||||||
Balances at end of period at Mar. 31, 2016 | $ 2,419,433 | $ 1,908 | $ 4,078,781 | $ (46,800) | $ (1,614,253) | $ 2,419,636 | $ (203) |
Balances at end of period - shares (in shares) at Mar. 31, 2016 | 190,829,258 | 190,829,000 |
Description of Business |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Brookdale Senior Living Inc. ("Brookdale" or the "Company") is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents. The Company operates independent living, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs"). Through its ancillary services programs, the Company also offers a range of outpatient therapy, home health, personalized living and hospice services. |
Summary of Significant Accounting Policies |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of March 31, 2016, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016. The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. The ownership interest of consolidated entities not wholly owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions and the proportionate share of the net income or loss of each respective entity. The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary. Refer to Note 13 for more information about the Company's VIE relationships. Revenue Recognition Resident Fees Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue from certain skilled nursing services and ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears. Management Fees Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined). 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. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. Income Taxes Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt (including the Company's secured credit facility but excluding capital and financing lease obligations) with a carrying value of approximately $3.9 billion as of both March 31, 2016 and December 31, 2015, including the Company's secured credit facility. Fair value of the debt approximates carrying value in all periods. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. Self-Insurance Liability Accruals The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available. Community Leases The Company, as lessee, makes a determination with respect to each of its community leases as to whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840, Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred. For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, the asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. For financing lease assets, the asset is depreciated over the useful life of the asset. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term. All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period. Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer if certain continuing involvement criteria are met. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases. For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840. If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of total project costs related to construction in progress. Once construction is complete, the Company considers the requirements under ASC 840-40. If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term. New Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, as well as the classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its condensed consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability for virtually all leases. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-02 on January 1, 2016, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures. Reclassifications For the three months ended March 31, 2015, $5.3 million was reclassified between general and administrative expense and facility operating expense in the condensed consolidated statements of operations to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. Certain other prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. |
Earnings Per Share |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 3. Earnings Per Share Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. For purposes of calculating basic and diluted earnings per share, vested restricted stock awards are considered outstanding. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units and convertible debt instruments and warrants. During the three months ended March 31, 2016 and 2015, the Company reported a consolidated net loss. As a result of the net loss, unvested restricted stock, restricted stock units and convertible debt instruments and warrants were antidilutive for each period and were not included in the computation of diluted weighted average shares. The weighted average restricted stock and restricted stock units excluded from the calculations of diluted net loss per share were 3.9 million and 4.0 million for the three months ended March 31, 2016 and 2015, respectively. The calculation of diluted weighted average shares excludes the impact of conversion of the outstanding principal amount of $316.3 million of the Company's 2.75% convertible senior notes due 2018. As of March 31, 2016 and 2015, the maximum number of shares issuable upon conversion of the notes is approximately 13.8 million (after giving effect to additional make-whole shares issuable upon conversion in connection with the occurrence of certain events); however it is the Company's current intent and policy to settle the principal amount of the notes in cash upon conversion. The maximum number of shares issuable upon conversion of the notes in excess of the amount of principal that would be settled in cash is approximately 3.0 million. In addition, the calculation of diluted weighted average shares excludes the impact of the exercise of warrants to acquire the Company's common stock. As of March 31, 2016 and 2015, the number of shares issuable upon exercise of the warrants was approximately 10.8 million. |
Acquisitions |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Acquisitions [Abstract] | |
Acquisitions and Dispositions | 4. Acquisitions and Dispositions 2016 Community Dispositions The Company designates communities as held for sale when it is probable that the properties will be sold. If appropriate, the Company records impairment losses and records these assets on the condensed consolidated balance sheet at the lesser of the carrying value and fair value less estimated selling costs. The Company allocates a portion of the goodwill of a reporting unit to the disposal groups if the disposal group constitutes a business. The Company determines the fair value of the communities based primarily on purchase and sale agreements from prospective purchasers (Level 2 input). The Company evaluates the fair value of the assets held for sale each period to determine if it has changed. The long-lived assets are not depreciated while classified as held for sale. As of December 31, 2015, the Company identified 17 communities as held for sale. Impairment charges related to communities identified as held for sale as of December 31, 2015 totaled $15.2 million and were recognized as impairment expense in the fourth quarter of 2015 within the Company's condensed consolidated statements of operations. During the three months ended March 31, 2016, the Company recognized $2.6 million of impairment charges related to communities identified as held for sale, primarily due to changes in the estimated fair value of the assets held for sale. During the three months ended March 31, 2016, the Company sold seven of the communities previously classified as held for sale for an aggregate selling price of $46.7 million. The Company recorded a $2.7 million net gain on the sale of these communities within the Company's condensed consolidated statement of operations. The results of operations of these communities were previously reported in the Assisted Living and CCRC-Rental segments. As of March 31, 2016, $65.9 million was recorded as assets held for sale and $60.8 million of mortgage debt was included in the current portion of long-term debt within the Company's condensed consolidated balance sheet related to the remaining ten communities classified as held for sale. This debt will either be assumed by the prospective purchasers or be repaid with the proceeds from the sales. The sale of these communities is expected to occur in 2016, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur. The results of operations of these communities classified as held for sale are reported in the Assisted Living segment within the condensed consolidated financial statements. 2015 Community Acquisitions In February 2015, the Company acquired the underlying real estate associated with 15 communities that were previously leased for an aggregate purchase price of $268.6 million. The results of operations of these communities are reported in the Retirement Centers, Assisted Living, and CCRCs – Rental segments within the condensed consolidated financial statements. The fair value of the communities acquired was determined to approximate $187.2 million. The fair values of the property, plant and equipment of the acquired communities were determined utilizing a direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 3 measurements within the fair value hierarchy. The range of capitalization rates utilized was 6.25% to 8.75%, depending upon the property type, geographical location, and the quality of the respective community. The Company recorded the difference between the amount paid and the estimated fair value of the communities acquired ($76.1 million) as a loss on facility lease termination on the condensed consolidated statement of operations for the three months ended March 31, 2015, which includes the reversal of $5.3 million of deferred lease liabilities associated with the termination of the operating lease agreements. The payment for the termination of the lease agreements has been included within net cash provided by operating activities within the condensed consolidated statement of cash flows for the three months ended March 31, 2015. |
Stock-Based Compensation |
3 Months Ended | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||
Stock-Based Compensation | 5. Stock-Based Compensation The Company's compensation expense recorded in connection with grants of restricted stock reflects an initial estimated cumulative forfeiture rate from 0% to 20% over the requisite service period of the awards. That estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates. Current year grants of restricted stock under the Company's 2014 Omnibus Incentive Plan were as follows (amounts in thousands except for value per share):
|
Goodwill and Other Intangible Assets, Net |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Goodwill and Other Intangible Assets, Net | 6. Goodwill and Other Intangible Assets, Net The following is a summary of the carrying amount of goodwill as of March 31, 2016 and as of December 31, 2015 presented on an operating segment basis (dollars in thousands):
Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present. The Company determined no impairment was necessary for the three months ended March 31, 2016. Factors the Company considers important in its analysis, which could trigger an impairment of such assets, include significant underperformance relative to historical or projected future operating results, significant negative industry or economic trends, a significant decline in the Company's stock price for a sustained period and a decline in its market capitalization below net book value. A change in anticipated operating results or the other metrics indicated above could necessitate further analysis of potential impairment at an interval prior to the Company's annual measurement date. The following is a summary of other intangible assets at March 31, 2016 and December 31, 2015 (dollars in thousands):
Amortization expense related to definite-lived intangible assets for the three months ended March 31, 2016 and 2015 was $2.9 million and $3.1 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The community purchase options are not currently amortized, but will be added to the cost basis of the related communities if the option is exercised, and will then be depreciated over the estimated useful life of the community. |
Property, Plant and Equipment and Leasehold Intangibles, Net |
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Property, Plant and Equipment and Leasehold Intangibles, Net | 7. Property, Plant and Equipment and Leasehold Intangibles, Net Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands):
Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. The Company determined no impairment was necessary during the three months ended March 31, 2016. |
Debt |
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Debt | 8. Debt Long-term Debt and Capital and Financing Lease Obligations Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands):
Credit Facilities On December 19, 2014, the Company entered into a Fourth Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto. The agreement provides for a total commitment amount of $500.0 million, comprised of a $100.0 million term loan drawn at closing and a $400.0 million revolving credit facility (with a $50.0 million sublimit for letters of credit and a $50.0 million swingline feature to permit same day borrowing) and an option to increase the revolving credit facility by an additional $250.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The maturity date is January 3, 2020, and amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin from a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. The quarterly commitment fee on the unused portion of the facility is 0.25% per annum when the outstanding amount of obligations (including revolving credit, swingline and term loans and letter of credit obligations) is greater than or equal to 50% of the total commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the total commitment amount. Amounts drawn on the facility may be used to finance acquisitions, fund working capital and capital expenditures and for other general corporate purposes. The facility is secured by a first priority mortgage on certain of the Company's communities. In addition, the agreement permits the Company to pledge the equity interests in subsidiaries that own other communities (rather than mortgaging such communities), provided that loan availability from pledged assets cannot exceed 10% of loan availability from mortgaged assets. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility. The agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the credit agreement, which would result in termination of all commitments under the agreement and all amounts owing under the agreement and certain other loan agreements becoming immediately due and payable and/or trigger cross default provisions in our other outstanding debt and lease agreements. As of March 31, 2016, the outstanding balance under this credit facility was $210.0 million. Additionally, there were $24.2 million of letters of credit outstanding under this credit facility. In addition to the sublimit for letters of credit on this credit facility, the Company also had separate secured and unsecured letter of credit facilities of up to $64.5 million in the aggregate as of March 31, 2016. Letters of credit totaling $62.5 million had been issued under these separate facilities as of that date. 2016 Financings In March 2016, the Company obtained a $100.0 million supplemental loan, secured by first mortgages on ten communities. The loan bears interest at a fixed rate of 4.20% and matures on January 1, 2023. Proceeds from the loan were utilized to pay down the outstanding balance of the credit facility. As of March 31, 2016, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements. |
Litigation |
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Litigation [Abstract] | |
Litigation | 9. Litigation The Company has been and is currently involved in litigation and claims incidental to the conduct of its business which are comparable to other companies in the senior living industry. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. Similarly, the senior living industry is continuously subject to scrutiny by governmental regulators, which could result in litigation related to regulatory compliance matters. As a result, the Company maintains general liability and professional liability insurance policies in amounts and with coverage and deductibles the Company believes are adequate, based on the nature and risks of its business, historical experience and industry standards. The Company's current policies provide for deductibles for each claim. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts. |
Supplemental Disclosure of Cash Flow Information |
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Supplemental Disclosure of Cash Flow Information | 10. Supplemental Disclosure of Cash Flow Information
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Facility Operating Leases |
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Facility Operating Leases | 11. Facility Operating Leases The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of (above) below market rents and deferred gains (dollars in thousands):
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Income Taxes |
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Income Taxes | 12. Income Taxes The difference in the Company's effective tax rates for the three months ended March 31, 2016 and 2015 was due to an increase in the valuation allowance against the Company's deferred tax assets recorded in 2016 and the negative tax benefit on the vesting of restricted stock, a direct result of the Company's lower stock price during the three months ended March 31, 2016. The Company determined that the additional valuation allowance was required after consideration of the Company's future reversal of estimated timing differences. The Company recorded a deferred federal, state and local tax benefit of $13.2 million as a result of the operating loss for the three months ended March 31, 2016, which was off-set by an increase in the valuation allowance of $14.2 million. The Company recorded an aggregate deferred federal, state and local tax benefit of $79.2 million as a result of the operating loss for the three months ended March 31, 2015. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of March 31, 2016 and December 31, 2015 is $135.8 million and $121.6 million, respectively. The Company's current tax expense continues to mainly reflect its cash tax position for states that do not allow for or have suspended the use of net operating losses for the period. The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three months ended March 31, 2016 and 2015 which are included in income tax expense or benefit for the period. Tax returns for years 2012 through 2014 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination. |
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Variable Interest Entities and Investment in Unconsolidated Ventures | 13. Variable Interest Entities At March 31, 2016, the Company has equity interests in unconsolidated VIEs. The Company has determined that it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and is not the primary beneficiary of these VIEs in accordance with ASC 810. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. The Company holds a 51% equity interest, and HCP, Inc. ("HCP") owns a 49% interest, in a venture that owns and operates entry fee CCRCs (the "CCRC Venture"). The CCRC Venture's opco has been identified as a VIE. The equity members of the CCRC Venture's opco share certain operating rights, and the Company acts as manager to the CCRC Venture opco. However, the Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The assets of the CCRC Venture opco primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable and cash and cash equivalents. The obligations of the CCRC Venture opco primarily consist of community lease obligations, mortgage debt, accounts payable, accrued expenses and refundable entrance fees. Assets generated by the CCRC operations (primarily rents from CCRC residents) of the CCRC Venture opco may only be used to settle its contractual obligations (primarily the rental costs and operating expenses incurred to operate the communities). The Company holds an equity ownership interest in each of the propco and opco of three ventures ("RIDEA Ventures") that operate senior housing communities in a RIDEA structure. The Company's equity ownership interest is 10% for two of the ventures and 20% for one venture. HCP owns the remaining 90% and 80% equity ownership interests in the RIDEA Ventures. The RIDEA Ventures have been identified as VIEs. The equity members of the RIDEA Ventures share certain operating rights, and the Company acts as manager to the opcos of the RIDEA Ventures. However, the Company does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact the economic performance of these VIEs. The assets of the RIDEA Ventures primarily consist of the senior housing communities that it owns, resident fees receivable, and cash and cash equivalents. The obligations of the RIDEA Ventures primarily consist of notes payable to HCP, accounts payable and accrued expenses. Assets generated by the operations of the senior housing communities (primarily rents from senior housing residents) of the RIDEA Ventures may only be used to settle its contractual obligations (primarily the notes payable and operating expenses incurred to operate the communities). The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at March 31, 2016 (in millions):
As of March 31, 2016, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs. |
Segment Information |
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Segment Information | 14. Segment Information As of March 31, 2016, the Company has five reportable segments: Retirement Centers; Assisted Living; CCRCs – Rental; Brookdale Ancillary Services; and Management Services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Retirement Centers. The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income seniors generally age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services. Assisted Living. The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias. CCRCs - Rental. The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units. Brookdale Ancillary Services. The Company's Brookdale Ancillary Services segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The Brookdale Ancillary Services segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental segment. Management Services. The Company's Management Services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners. The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies in Note 2. The following table sets forth certain segment financial and operating data (dollars in thousands):
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Summary of Significant Accounting Policies (Policies) |
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Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of March 31, 2016, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016. The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. The ownership interest of consolidated entities not wholly owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions and the proportionate share of the net income or loss of each respective entity. The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary. Refer to Note 13 for more information about the Company's VIE relationships. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available. |
Revenue Recognition | Revenue Recognition Resident Fees Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue from certain skilled nursing services and ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears. Management Fees Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined). 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. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt (including the Company's secured credit facility but excluding capital and financing lease obligations) with a carrying value of approximately $3.9 billion as of both March 31, 2016 and December 31, 2015, including the Company's secured credit facility. Fair value of the debt approximates carrying value in all periods. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. |
Self-Insurance Liability Accruals | Self-Insurance Liability Accruals The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available. |
Community Leases | Community Leases The Company, as lessee, makes a determination with respect to each of its community leases as to whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840, Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred. For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, the asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. For financing lease assets, the asset is depreciated over the useful life of the asset. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term. All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period. Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer if certain continuing involvement criteria are met. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases. For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840. If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of total project costs related to construction in progress. Once construction is complete, the Company considers the requirements under ASC 840-40. If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, as well as the classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its condensed consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability for virtually all leases. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-02 on January 1, 2016, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures. |
Reclassifications | Reclassifications For the three months ended March 31, 2015, $5.3 million was reclassified between general and administrative expense and facility operating expense in the condensed consolidated statements of operations to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. Certain other prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. |
Stock-Based Compensation (Tables) |
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Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||
Current year grants of restricted shares | Current year grants of restricted stock under the Company's 2014 Omnibus Incentive Plan were as follows (amounts in thousands except for value per share):
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Goodwill and Other Intangible Assets, Net (Tables) |
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Goodwill and Other Intangible Assets, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of changes in the carrying amount of goodwill | The following is a summary of the carrying amount of goodwill as of March 31, 2016 and as of December 31, 2015 presented on an operating segment basis (dollars in thousands):
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Other intangible assets | The following is a summary of other intangible assets at March 31, 2016 and December 31, 2015 (dollars in thousands):
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Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, plant and equipment and leasehold intangibles, net | Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands):
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Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of debt | Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands):
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Supplemental Disclosure of Cash Flow Information (Tables) |
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Supplemental Disclosure of Cash Flow Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental cash flow information |
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Facility Operating Leases (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility Operating Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of facility operating leases | The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of (above) below market rents and deferred gains (dollars in thousands):
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Variable Interest Entities (Tables) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||
Variable Interest Entities [Abstract] | |||||||||||||||||||||||||||||||
Schedule of Variable Interest Entities [Table Text Block] | The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at March 31, 2016 (in millions):
As of March 31, 2016, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs. |
Segment Information (Tables) |
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of segment reporting information | The following table sets forth certain segment financial and operating data (dollars in thousands):
|
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Carrying Value, Fair Value Disclosure [Member] | |||
Fair value of financial instruments [Abstract] | |||
Debt | $ 3,900.0 | $ 3,900.0 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | |||
Fair value of financial instruments [Abstract] | |||
Debt | $ 3,900.0 | $ 3,900.0 | |
Reclassification [Member] | |||
Accounting Changes and Error Corrections [Abstract] | |||
Facility Operating Expense | $ 5.3 | ||
Term of residency agreements- minimum | 30 days | ||
Term of residency agreements - maximum | 1 year |
Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3.9 | 4.0 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13.8 | 13.8 |
Debt Instrument Convertible Maximum Number Of Equity Instrument | 3.0 | |
Principal | $ 316.3 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 10.8 | 10.8 |
Stock-Based Compensation (Details) - Unvested Restricted Stock [Member] $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Shares Granted (in shares) | shares | 2,855 |
Total value of restricted shares granted | $ | $ 41,371 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of estimated forfeitures (in hundredths) | 0.00% |
Value Per Share (in dollars per share) | $ 14.49 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of estimated forfeitures (in hundredths) | 20.00% |
Value Per Share (in dollars per share) | $ 18.46 |
Debt, Financings (Details) - First Mortgage loan refinanced in March 2016 [Member] $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
Community
| |
Financings [Line Items] | |
Proceeds from debt financing | $ | $ 100 |
Maturity date | Jan. 01, 2023 |
Number of communities securing mortgage notes | Community | 10 |
Weighted average interest rate | 4.20% |
Facility Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Schedule of facility operating lease expense [Abstract] | ||
Payments for Rent | $ 95,580 | $ 94,722 |
Straight-line expense | 3,935 | 2,801 |
Amortization of (above) below market rents, net | (1,733) | (1,959) |
Amortization of deferred gain | (1,093) | (1,093) |
Facility lease expense | $ 96,689 | $ 94,471 |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Income Taxes [Abstract] | |||
Gross Deferred Income Tax Expense (Benefit) | $ 13,200 | ||
Deferred Income Tax Expense (Benefit) | 934 | $ (79,237) | |
Deferred income tax assets [Abstract] | |||
Valuation allowance | 135,800 | $ 121,600 | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 14,200 | ||
Internal Revenue Service (IRS) [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years open for future examination | 2012 | ||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years open for future examination | 2014 |
Variable Interest Entities (Details) $ in Millions |
Mar. 31, 2016
USD ($)
|
---|---|
Variable Interest Entity [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 10.00% |
CCRC Venture opco [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | $ 179.2 |
Carrying Amount | $ 179.2 |
Percentage ownership in unconsolidated joint ventures | 51.00% |
RIDEA Ventures [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | $ 124.5 |
Carrying Amount | $ 124.5 |
Percentage ownership in unconsolidated joint ventures | 20.00% |
Segment Information (Details) $ in Thousands |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016
USD ($)
Segment
|
Mar. 31, 2015
USD ($)
|
Dec. 31, 2015
USD ($)
|
||||||||
Segment Information [Abstract] | ||||||||||
Number of reportable segments | Segment | 5 | |||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 1,263,156 | $ 1,247,881 | ||||||||
Segment operating income | [1] | 362,026 | 370,440 | |||||||
General and administrative (including non-cash stock-based compensation expense) | 92,621 | 89,530 | ||||||||
Transaction costs | 850 | 6,742 | ||||||||
Facility lease expense | 96,689 | 94,471 | ||||||||
Depreciation and amortization | 127,137 | 220,427 | ||||||||
Asset impairment | 3,375 | 0 | ||||||||
Loss on facility lease termination | 0 | 76,143 | ||||||||
Income (loss) from operations | 41,354 | (116,873) | ||||||||
Total assets | 9,988,672 | $ 10,048,564 | ||||||||
Retirement Centers [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [2] | 169,426 | 163,486 | |||||||
Segment operating income | [1] | 74,449 | 70,524 | |||||||
Total assets | 1,542,954 | 1,549,623 | ||||||||
Assisted Living [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [2] | 617,270 | 617,344 | |||||||
Segment operating income | [1] | 220,810 | 223,506 | |||||||
Total assets | 6,294,576 | 6,347,178 | ||||||||
Brookdale Ancillary Services [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [2] | 122,192 | 115,411 | |||||||
Segment operating income | [1] | 14,518 | 22,742 | |||||||
Total assets | 288,883 | 292,540 | ||||||||
CCRCs Rental [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [2] | 152,260 | 155,991 | |||||||
Segment operating income | [1] | 35,469 | 38,571 | |||||||
Total assets | 1,020,500 | 1,035,371 | ||||||||
Management Services [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [3] | 202,008 | 195,649 | |||||||
Segment operating income | [1] | 16,780 | $ 15,097 | |||||||
Total assets | $ 841,759 | $ 823,852 | ||||||||
|
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