Price Graph
Price
Yield
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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20-3068069
(I.R.S. Employer
Identification No.)
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(Registrant’s telephone number including area code)
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(615) 221-2250
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Title of Each Class
Common Stock, $0.01 Par Value Per Share
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Name of Each Exchange on Which Registered
New York Stock Exchange
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Large accelerated filer
[X ]
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Accelerated filer
[ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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PAGE
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For the Years Ended December 31,
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2011
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2010
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2009
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Total revenues
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$ | 2,457.9 | $ | 2,280.5 | $ | 2,100.3 | ||||||
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Net loss
(1)
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$ | (68.2 | ) | $ | (48.9 | ) | $ | (66.3 | ) | |||
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Adjusted EBITDA
(2)
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$ | 402.7 | $ | 408.5 | $ | 348.6 | ||||||
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Cash From Facility Operations
(3)
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$ | 239.9 | $ | 240.7 | $ | 196.8 | ||||||
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Facility Operating Income
(2)
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$ | 757.8 | $ | 744.3 | $ | 690.1 | ||||||
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(1)
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Net loss for 2011, 2010 and 2009 include non-cash impairment charges of $16.9 million, $13.1 million and $10.1 million, respectively.
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(2)
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Adjusted EBITDA and Facility Operating Income are non-GAAP financial measures we use in evaluating our operating performance. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for an explanation of how we define each of these measures, a detailed description of why we believe such measures are useful and the limitations of each measure, and a reconciliation of net loss to each of these measures.
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(3)
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Cash From Facility Operations is a non-GAAP financial measure we use in evaluating our liquidity. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for an explanation of how we define this measure, a detailed description of why we believe such measure is useful and the limitations of such measure, and a reconciliation of net cash provided by operating activities to such measure.
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·
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Organic growth in our core business, including expense control and the realization of economies of scale.
We plan to grow our existing operations by increasing revenues through a combination of occupancy growth and monthly service fee increases as a result of our competitive strength and growing demand for senior living communities. In addition, we intend to take advantage of our sophisticated operating and marketing expertise to retain existing residents and attract new residents to our communities. We also plan to continue our efforts to achieve cost savings through the realization of additional economies of scale. The size of our business has allowed us to achieve savings in the procurement of goods and services and increased efficiencies with respect to various corporate functions, and we expect that we can achieve additional savings and efficiencies.
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·
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Growth through the continued expansion of our ancillary services programs (including therapy, home health and hospice services).
We plan to grow our revenues by further expanding our Innovative Senior Care program throughout our retirement centers, assisted living, CCRCs and management services segments. This expansion includes expanding the scope of services provided at the communities currently served and the continuing rollout of ancillary services programs to communities not currently serviced. In addition, we plan to grow our revenues from ancillary services through the maturation of existing clinics. Through the Innovative Senior Care program, we currently provide therapy, home health and other ancillary services, as well as education and wellness programs, to residents of many of our communities. These programs are focused on wellness and physical fitness to allow residents to maintain maximum independence. These services provide many continuing education opportunities for residents and their families through health fairs, seminars, and other consultative interactions. The therapy services we provide include physical, occupational, speech and other specialized therapy and home health services. The home health services we provide include skilled nursing, physical therapy, occupational therapy, speech language pathology, home health aide services as well as social services as needed. In addition to providing these in-house therapy and wellness services at our communities, we also provide these services to other senior living communities that we do not own or operate and to seniors living outside of our communities. These services may be reimbursed under the Medicare program or paid directly by residents from private pay sources and revenues are recognized as services are provided. We have also begun offering hospice services in certain locations. We believe that our Innovative Senior Care program is unique in the senior living industry and that we have a significant advantage over our competitors with respect to providing ancillary services because of our established infrastructure and experience. We believe there is a significant opportunity to grow our revenues by continuing to expand the scope of services at communities currently served and continuing the rollout of ancillary services programs to additional communities, which we believe will increase our revenue per unit in the future. As of December 31, 2011, we offered therapy services to approximately 36,200 of our units and home health services to approximately 29,000 of our units.
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·
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Growth through the expansion, redevelopment and repositioning of existing communities.
Through our Program Max initiative, we intend to grow our revenues and cash flows through the expansion, redevelopment and repositioning of certain of our existing communities where economically advantageous. Certain of our communities with stabilized occupancies and excess demand in their respective markets may benefit from additions and expansions (which additions and expansions may be subject to landlord, lender and other third party consents) offering increased capacity. Additionally, the community, as well as our presence in the market, may benefit from adding a new level of service for residents. Through Program Max, we may also reposition certain communities to meet the evolving needs of our customers. This may include converting space from one level of care to another, reconfiguration of existing units, or the addition of services that are not currently present.
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·
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Growth through the acquisition and consolidation of asset portfolios and other senior living companies.
As opportunities arise, we plan to continue to take advantage of the fragmented continuing care, independent living and assisted living sectors by selectively purchasing existing operating companies, asset portfolios, home health agencies and senior living communities. We may also seek to acquire the fee interest in communities that we currently lease or manage. Our acquisition strategy will continue to focus primarily on communities where we can improve service delivery, occupancy rates and cash flow.
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·
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Skilled management team with extensive experience.
Our senior management team has extensive experience in acquiring, operating and managing a broad range of senior living assets, including experience in the senior living, healthcare, hospitality and real estate industries.
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Geographically diverse, high-quality, purpose-built communities.
As of December 31, 2011, we operate a nationwide base of 647 purpose-built communities in 36 states, including 108 communities in nine of the ten most populous standard metropolitan statistical areas.
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·
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Ability to provide a broad spectrum of care.
Given our diverse mix of retirement centers, assisted living communities and CCRCs, we are able to meet a wide range of our customers’ needs. We believe that we are one of the few companies in the senior living industry with this capability and the only company that does so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
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The size of our business allows us to realize cost and operating efficiencies.
We are the largest operator of senior living communities in the United States based on total capacity. The size of our business allows us to realize cost savings and economies of scale in the procurement of goods and services. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We intend to utilize our expertise and size to capitalize on economies of scale resulting from our national platform. Our geographic footprint and centralized infrastructure provide us with a significant operational advantage over local and regional operators of senior living communities. In connection with our formation transactions and our acquisitions, we negotiated new contracts for food, insurance and other goods and services. In addition, we have and will continue to consolidate corporate functions such as accounting, finance, human resources, legal, information technology and marketing.
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·
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Significant experience in providing ancillary services.
Through our Innovative Senior Care program, we provide a range of education, wellness, therapy, home health and other ancillary services to residents of certain of our retirement centers, assisted living, and CCRC communities. Having therapy clinics and
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home health agencies located in our senior living communities to provide needed services to our residents is a distinct competitive difference. We have significant experience in providing these ancillary services and expect to receive additional revenues as we expand our ancillary service offerings to additional communities and to seniors outside of our communities.
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We may have little or no cash flow apart from cash flow that is dedicated to the payment of any interest, principal or amortization required with respect to outstanding indebtedness and lease payments with respect to our long-term leases;
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Increases in our outstanding indebtedness, leverage and long-term leases will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
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Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, expansions, repositionings, new developments, acquisitions, general corporate and other purposes; and
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Our ability to pay dividends to our stockholders may be limited.
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required refunding or retroactive adjustment of amounts we have been paid pursuant to the federal or state programs;
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state or federal agencies imposing fines, penalties and other sanctions on us;
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loss of our right to participate in the Medicare program or state programs; or
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damage to our business and reputation in various markets.
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a staggered board of directors consisting of three classes of directors, each of whom serve three-year terms;
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removal of directors only for cause, and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;
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blank-check preferred stock;
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provisions in our amended and restated certificate of incorporation and amended and restated by-laws preventing stockholders from calling special meetings;
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advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
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no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
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variations in our quarterly operating results;
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changes in our earnings estimates;
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the contents of published research reports about us or the senior living industry or the failure of securities analysts to cover our common stock;
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additions or departures of key management personnel;
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any increased indebtedness we may incur or lease obligations we may enter into in the future;
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actions by institutional stockholders;
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changes in market valuations of similar companies;
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
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speculation or reports by the press or investment community with respect to the Company or the senior living industry in general;
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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
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changes or proposed changes in laws or regulations affecting the senior living industry or enforcement of these laws and regulations, or announcements relating to these matters; and
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·
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general market and economic conditions.
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Occupancy
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Ownership Status
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State
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Units
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Rate
(1)(2)
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Owned
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Leased
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Managed
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Total
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||||||||||||||||||
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Florida
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13,735 | 83.9 | % | 35 | 39 | 26 | 100 | |||||||||||||||||
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Texas
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10,732 | 84.9 | % | 22 | 35 | 25 | 82 | |||||||||||||||||
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Colorado
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3,676 | 91.3 | % | 6 | 17 | 8 | 31 | |||||||||||||||||
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California
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3,440 | 88.6 | % | 13 | 6 | 3 | 22 | |||||||||||||||||
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Ohio
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3,291 | 86.0 | % | 20 | 19 | 3 | 42 | |||||||||||||||||
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Illinois
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3,238 | 89.4 | % | 1 | 9 | 4 | 14 | |||||||||||||||||
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North Carolina
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3,209 | 92.0 | % | 3 | 51 | 1 | 55 | |||||||||||||||||
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Michigan
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2,938 | 87.0 | % | 7 | 26 | 3 | 36 | |||||||||||||||||
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Arizona
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2,550 | 87.2 | % | 3 | 11 | 5 | 19 | |||||||||||||||||
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Tennessee
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1,627 | 93.1 | % | 15 | 7 | 2 | 24 | |||||||||||||||||
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Virginia
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1,614 | 84.3 | % | 2 | 4 | 1 | 7 | |||||||||||||||||
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Kansas
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1,468 | 90.3 | % | 10 | 11 | 2 | 23 | |||||||||||||||||
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Oklahoma
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1,418 | 87.1 | % | 11 | 15 | 3 | 29 | |||||||||||||||||
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Alabama
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1,307 | 94.6 | % | 2 | 5 | 1 | 8 | |||||||||||||||||
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Indiana
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1,305 | 82.8 | % | 7 | 10 | — | 17 | |||||||||||||||||
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Rhode Island
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1,184 | 85.0 | % | — | 5 | 4 | 9 | |||||||||||||||||
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New York
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1,157 | 93.0 | % | 7 | 9 | — | 16 | |||||||||||||||||
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Washington
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1,044 | 87.7 | % | 4 | 8 | — | 12 | |||||||||||||||||
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Pennsylvania
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936 | 86.2 | % | 5 | 3 | — | 8 | |||||||||||||||||
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Missouri
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926 | 90.6 | % | 2 | 1 | — | 3 | |||||||||||||||||
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Georgia
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838 | 81.1 | % | 4 | — | 4 | 8 | |||||||||||||||||
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Oregon
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765 | 97.4 | % | 4 | 8 | — | 12 | |||||||||||||||||
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Minnesota
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723 | 90.7 | % | — | 16 | 1 | 17 | |||||||||||||||||
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South Carolina
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625 | 79.5 | % | 4 | 8 | — | 12 | |||||||||||||||||
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Kentucky
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582 | 88.0 | % | — | 1 | 1 | 2 | |||||||||||||||||
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Wisconsin
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504 | 91.5 | % | 4 | 10 | — | 14 | |||||||||||||||||
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New Jersey
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494 | 78.5 | % | 2 | 6 | — | 8 | |||||||||||||||||
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New Mexico
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429 | 92.8 | % | 1 | 2 | — | 3 | |||||||||||||||||
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Connecticut
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425 | 78.6 | % | 2 | 2 | — | 4 | |||||||||||||||||
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Massachusetts
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280 | 85.0 | % | 1 | — | — | 1 | |||||||||||||||||
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Idaho
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228 | 98.7 | % | 1 | 2 | — | 3 | |||||||||||||||||
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Nevada
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147 | 90.5 | % | — | 2 | — | 2 | |||||||||||||||||
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New Hampshire
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97 | 58.8 | % | — | 1 | — | 1 | |||||||||||||||||
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Louisiana
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84 | 94.0 | % | — | 1 | — | 1 | |||||||||||||||||
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Delaware
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54 | 98.1 | % | 1 | — | — | 1 | |||||||||||||||||
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Mississippi
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37 | 78.4 | % | 1 | — | — | 1 | |||||||||||||||||
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Total
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67,107 | 87.0 | % | 200 | 350 | 97 | 647 | |||||||||||||||||
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(1)
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Includes the impact of managed properties.
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(2)
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Represents occupancy at the end of the period.
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Name
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Age
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Position
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W.E. Sheriff
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69
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Chief Executive Officer
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Mark W. Ohlendorf
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51
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Co-President and Chief Financial Officer
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John P. Rijos
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59
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Co-President and Chief Operating Officer
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T. Andrew Smith
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51
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Executive Vice President, General Counsel and Secretary
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Bryan D. Richardson
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53
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Executive Vice President and Chief Administrative Officer
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Gregory B. Richard
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57
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Executive Vice President – Field Operations
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Kristin A. Ferge
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38
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Executive Vice President and Treasurer
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George T. Hicks
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54
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Executive Vice President – Finance
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H. Todd Kaestner
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56
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Executive Vice President – Corporate Development
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Item
5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Fiscal 2011
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High
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Low
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|||||||
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First Quarter
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$ | 28.23 | $ | 20.90 | ||||
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Second Quarter
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$ | 28.30 | $ | 21.97 | ||||
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Third Quarter
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$ | 25.51 | $ | 12.27 | ||||
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Fourth Quarter
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$ | 17.54 | $ | 10.98 | ||||
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Fiscal 2010
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High
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Low
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|||||||
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First Quarter
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$ | 22.21 | $ | 16.21 | ||||
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Second Quarter
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$ | 22.19 | $ | 14.84 | ||||
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Third Quarter
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$ | 16.44 | $ | 12.66 | ||||
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Fourth Quarter
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$ | 21.70 | $ | 15.93 | ||||
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For the Years Ended December 31,
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2011
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2010
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2009
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2008
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2007
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Fiscal Year ended December 31,
(in thousands, except per share and other operating data)
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Total revenue
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$ | 2,457,918 | $ | 2,280,535 | $ | 2,100,274 | $ | 2,001,304 | $ | 1,905,697 | ||||||||||
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Facility operating expense
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1,508,571 | 1,437,930 | 1,302,277 | 1,261,581 | 1,170,937 | |||||||||||||||
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General and administrative expense
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148,327 | 131,709 | 134,864 | 140,919 | 138,013 | |||||||||||||||
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Facility lease expense
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274,858 | 270,905 | 272,096 | 269,469 | 271,628 | |||||||||||||||
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Depreciation and amortization
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268,506 | 292,341 | 271,935 | 276,202 | 299,925 | |||||||||||||||
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Facility lease termination expense
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― | 4,608 | ― | ― | ― | |||||||||||||||
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(Gain) loss on sale of communities, net
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― | (3,298 | ) | 2,043 | ― | ― | ||||||||||||||
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Gain on acquisition
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(1,982 | ) | ― | ― | ― | ― | ||||||||||||||
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Goodwill and asset impairment
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16,892 | 13,075 | 10,073 | 220,026 | ― | |||||||||||||||
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Costs incurred on behalf of unconsolidated ventures
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152,566 | 67,271 | 77,206 | 73,250 | 66,401 | |||||||||||||||
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Total operating expense
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2,367,738 | 2,214,541 | 2,070,494 | 2,241,447 | 1,946,904 | |||||||||||||||
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Income (loss) from operations
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90,180 | 65,994 | 29,780 | (240,143 | ) | (41,207 | ) | |||||||||||||
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Interest income
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3,538 | 2,238 | 2,354 | 7,618 | 7,519 | |||||||||||||||
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Interest expense:
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Debt
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(124,873 | ) | (132,641 | ) | (128,869 | ) | (147,389 | ) | (143,991 | ) | ||||||||||
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Amortization of deferred financing costs and debt discount
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(13,427 | ) | (8,963 | ) | (9,505 | ) | (9,707 | ) | (7,064 | ) | ||||||||||
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Change in fair value of derivatives and amortization
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(3,878 | ) | (4,118 | ) | 3,765 | (68,146 | ) | (73,222 | ) | |||||||||||
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Loss on extinguishment of debt, net
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(18,863 | ) | (1,557 | ) | (1,292 | ) | (3,052 | ) | (2,683 | ) | ||||||||||
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Equity in earnings (loss) of unconsolidated ventures
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1,432 | 168 | 440 | (861 | ) | (3,386 | ) | |||||||||||||
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Other non-operating income (expense)
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56 | (1,454 | ) | 4,146 | 1,708 | 402 | ||||||||||||||
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Loss before income taxes
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(65,835 | ) | (80,333 | ) | (99,181 | ) | (459,972 | ) | (263,632 | ) | ||||||||||
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(Provision) benefit for income taxes
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(2,340 | ) | 31,432 | 32,926 | 86,731 | 101,260 | ||||||||||||||
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Net loss
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(68,175 | ) | (48,901 | ) | (66,255 | ) | (373,241 | ) | (162,372 | ) | ||||||||||
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Net loss attributable to noncontrolling interest
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― | ― | ― | — | 393 | |||||||||||||||
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Net loss attributable to common
stockholders
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$ | (68,175 | ) | $ | (48,901 | ) | $ | (66,255 | ) | $ | (373,241 | ) | $ | (161,979 | ) | |||||
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Basic and diluted loss per share from operations attributable to common stockholders
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$ | (0.56 | ) | $ | (0.41 | ) | $ | (0.60 | ) | $ | (3.67 | ) | $ | (1.60 | ) | |||||
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Weighted average shares of common stock used in computing basic and diluted loss per share
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121,161 | 120,010 | 111,288 | 101,667 | 101,511 | |||||||||||||||
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Dividends declared per share of common stock
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$ | ― | $ | ― | $ | ― | $ | 0.75 | $ | 1.95 | ||||||||||
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Other Operating Data:
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Total number of facilities (at end of period)
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647 | 559 | 565 | 548 | 550 | |||||||||||||||
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Total units operated
(1)(2)
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Period end
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66,183 | 50,521 | 51,021 | 49,145 | 51,162 | |||||||||||||||
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Weighted average
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55,548 | 50,870 | 49,536 | 49,165 | 50,950 | |||||||||||||||
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Occupancy rate (weighted average)
(2)
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87.3 | % | 87.1 | % | 86.5 | % | 87.6 | % | 90.6 | % | ||||||||||
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Average monthly revenue per unit
(2)(3)
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$ | 4,612 | $ | 4,439 | $ | 4,253 | $ | 4,031 | $ | 3,577 | ||||||||||
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As of December 31,
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2011
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2010
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2009
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2008
|
2007
|
||||||||||||||||
| (in thousands) | ||||||||||||||||||||
|
Cash and cash equivalents
|
$ | 30,836 | $ | 81,827 | $ | 66,370 | $ | 53,973 | $ | 100,904 | ||||||||||
|
Total assets
|
$ | 4,466,061 | $ | 4,530,470 | $ | 4,649,879 | $ | 4,449,258 | $ | 4,811,622 | ||||||||||
|
Total debt
|
$ | 2,463,625 | $ | 2,570,296 | $ | 2,625,526 | $ | 2,552,929 | $ | 2,335,224 | ||||||||||
|
Total stockholders’ equity
|
$ | 1,040,208 | $ | 1,059,997 | $ | 1,086,582 | $ | 960,601 | $ | 1,419,538 | ||||||||||
|
(1)
|
Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.
|
|
(2)
|
Beginning in 2010, total units operated, occupancy rates and average monthly revenue per unit are reported using an average unit methodology based on a consistent treatment of units across all product lines, as compared to the historical method where occupancy was reported based upon unit calculations that varied by product line. Total units operated, occupancy rates and average monthly revenue per unit for 2009 and 2008 have been recast to conform to the current presentation. However, total units operated, occupancy rates and average monthly revenue per unit for 2007 have not been recast as it was not practical to do so. As a result, total units operated, occupancy rates and average monthly revenue per unit for 2007 do not reflect the new average unit methodology adopted in 2010 and are not comparable to 2011, 2010, 2009 and 2008.
|
|
(3)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
|
Years Ended
December 31,
|
Increase
(Decrease)
|
|||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
|||||||||||||
|
Total revenue
|
$ | 2,457.9 | $ | 2,280.5 | $ | 177.4 | 7.8 | % | ||||||||
|
Net loss
(1)
|
$ | (68.2 | ) | $ | (48.9 | ) | $ | 19.3 | 39.4 | % | ||||||
|
Adjusted EBITDA
|
$ | 402.7 | $ | 408.5 | $ | (5.8 | ) | (1.4 | )% | |||||||
|
Cash From Facility Operations
|
$ | 239.9 | $ | 240.7 | $ | (0.8 | ) | (0.3 | )% | |||||||
|
Facility Operating Income
|
$ | 757.8 | $ | 744.3 | $ | 13.5 | 1.8 | % | ||||||||
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
|||||||||||||
|
Statement of Operations Data:
|
||||||||||||||||
|
Total revenue
|
||||||||||||||||
|
Resident fees
|
||||||||||||||||
|
Retirement Centers
|
$ | 526,207 | $ | 530,161 | $ | (3,954 | ) | (0.7 | %) | |||||||
|
Assisted Living
|
1,063,155 | 1,023,785 | 39,370 | 3.8 | % | |||||||||||
|
CCRCs
|
702,395 | 653,727 | 48,668 | 7.4 | % | |||||||||||
|
Total resident fees
|
2,291,757 | 2,207,673 | 84,084 | 3.8 | % | |||||||||||
|
Management services
(1)
|
166,161 | 72,862 | 93,299 | 128.0 | % | |||||||||||
|
Total revenue
|
2,457,918 | 2,280,535 | 177,383 | 7.8 | % | |||||||||||
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
|||||||||||||
|
Expense
|
||||||||||||||||
|
Facility operating expense
|
||||||||||||||||
|
Retirement Centers
|
313,379 | 311,345 | 2,034 | 0.7 | % | |||||||||||
|
Assisted Living
|
695,464 | 661,859 | 33,605 | 5.1 | % | |||||||||||
|
CCRCs
|
499,728 | 464,726 | 35,002 | 7.5 | % | |||||||||||
|
Total facility operating expense
|
1,508,571 | 1,437,930 | 70,641 | 4.9 | % | |||||||||||
|
General and administrative expense
|
148,327 | 131,709 | 16,618 | 12.6 | % | |||||||||||
|
Facility lease expense
|
274,858 | 270,905 | 3,953 | 1.5 | % | |||||||||||
|
Depreciation and amortization
|
268,506 | 292,341 | (23,835 | ) | (8.2 | %) | ||||||||||
|
Gain on sale of communities, net
|
— | (3,298 | ) | 3,298 | 100.0 | % | ||||||||||
|
Asset impairment
|
16,892 | 13,075 | 3,817 | 29.2 | % | |||||||||||
|
Gain on acquisition
|
(1,982 | ) | ― | 1,982 | 100.0 | % | ||||||||||
|
Facility lease termination expense
|
— | 4,608 | (4,608 | ) | (100.0 | %) | ||||||||||
|
Costs incurred on behalf of managed communities
|
152,566 | 67,271 | 85,295 | 126.8 | % | |||||||||||
|
Total operating expense
|
2,367,738 | 2,214,541 | 153,197 | 6.9 | % | |||||||||||
|
Income from operations
|
90,180 | 65,994 | 24,186 | 36.6 | % | |||||||||||
|
Interest income
|
3,538 | 2,238 | 1,300 | 58.1 | % | |||||||||||
|
Interest expense:
|
||||||||||||||||
|
Debt
|
(124,873 | ) | (132,641 | ) | (7,768 | ) | (5.9 | %) | ||||||||
|
Amortization of deferred financing costs and debt discount
|
(13,427 | ) | (8,963 | ) | 4,464 | 49.8 | % | |||||||||
|
Change in fair value of derivatives and amortization
|
(3,878 | ) | (4,118 | ) | (240 | ) | (5.8 | %) | ||||||||
|
Loss on extinguishment of debt, net
|
(18,863 | ) | (1,557 | ) | 17,306 |
NM
|
||||||||||
|
Equity in earnings of unconsolidated ventures
|
1,432 | 168 | 1,264 | 752.4 | % | |||||||||||
|
Other non-operating income (expense)
|
56 | (1,454 | ) | 1,510 | 103.9 | % | ||||||||||
|
Loss before income taxes
|
(65,835 | ) | (80,333 | ) | (14,498 | ) | (18.0 | %) | ||||||||
|
(Provision) benefit for income taxes
|
(2,340 | ) | 31,432 | (33,772 | ) | (107.4 | %) | |||||||||
|
Net loss
|
$ | (68,175 | ) | $ | (48,901 | ) | $ | 19,274 | 39.4 | % | ||||||
|
Selected Operating and Other Data:
|
||||||||||||||||
|
Total number of communities (period end)
|
647 | 559 | 88 | 15.7 | % | |||||||||||
|
Total units operated
(2)
|
||||||||||||||||
|
Period end
|
66,183 | 50,521 | 15,662 | 31.0 | % | |||||||||||
|
Weighted average
|
55,548 | 50,870 | 4,678 | 9.2 | % | |||||||||||
|
Owned/leased communities units
(2)
|
||||||||||||||||
|
Period end
|
47,895 | 46,735 | 1,160 | 2.5 | % | |||||||||||
|
Weighted average
|
46,912 | 47,083 | (171 | ) | (0.4 | %) | ||||||||||
|
Owned/leased communities occupancy rate (weighted average)
|
87.3 | % | 87.1 | % | 0.2 | % | 0.2 | % | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 4,612 | $ | 4,439 | $ | 173 | 3.9 | % | ||||||||
|
Selected Segment Operating and Other Data
|
||||||||||||||||
|
Retirement Centers
|
||||||||||||||||
|
Number of communities (period end)
|
76 | 78 | (2 | ) | (2.6 | %) | ||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
14,468 | 14,525 | (57 | ) | (0.4 | %) | ||||||||||
|
Weighted average
|
14,188 | 14,700 | (512 | ) | (3.5 | %) | ||||||||||
|
Occupancy rate (weighted average)
|
88.0 | % | 87.2 | % | 0.8 | % | 0.9 | % | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 3,513 | $ | 3,445 | $ | 68 | 2.0 | % | ||||||||
|
Assisted Living
|
||||||||||||||||
|
Number of communities (period end)
|
434 | 427 | 7 | 1.6 | % | |||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
21,630 | 20,945 | 685 | 3.3 | % | |||||||||||
|
Weighted average
|
21,323 | 21,109 | 214 | 1.0 | % | |||||||||||
|
Occupancy rate (weighted average)
|
88.2 | % | 88.4 | % | (0.2 | %) | (0.2 | %) | ||||||||
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2011
|
2010
|
Amount
|
Percent
|
|||||||||||||
|
Average monthly revenue per unit
(3)
|
$ | 4,712 | $ | 4,573 | $ | 139 | 3.0 | % | ||||||||
|
CCRCs
|
||||||||||||||||
|
Number of communities (period end)
|
40 | 35 | 5 | 14.3 | % | |||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
11,797 | 11,265 | 532 | 4.7 | % | |||||||||||
|
Weighted average
|
11,401 | 11,274 | 127 | 1.1 | % | |||||||||||
|
Occupancy rate (weighted average)
|
84.8 | % | 84.3 | % | 0.5 | % | 0.6 | % | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 5,838 | $ | 5,517 | $ | 321 | 5.8 | % | ||||||||
|
Management Services
|
||||||||||||||||
|
Number of communities (period end)
|
97 | 19 | 78 | 410.5 | % | |||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
18,288 | 3,786 | 14,502 | 383.0 | % | |||||||||||
|
Weighted average
|
8,636 | 3,787 | 4,849 | 128.0 | % | |||||||||||
|
Occupancy rate (weighted average)
|
84.5 | % | 83.8 | % | 0.7 | % | 0.8 | % | ||||||||
|
Selected Entrance Fee Data:
|
2011 | |||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
|
Non-refundable entrance fees sales
|
$ | 6,361 | $ | 9,299 | $ | 10,815 | $ | 11,903 | $ | 38,378 | ||||||||||
|
Refundable entrance fees sales
(4)
|
6,080 | 5,310 | 7,204 | 11,017 | 29,611 | |||||||||||||||
|
Total entrance fee receipts
(5)
|
12,441 | 14,609 | 18,019 | 22,920 | 67,989 | |||||||||||||||
|
Refunds
|
(4,930 | ) | (6,481 | ) | (5,475 | ) | (8,868 | ) | (25,754 | ) | ||||||||||
|
Net entrance fees
|
$ | 7,511 | $ | 8,128 | $ | 12,544 | $ | 14,052 | $ | 42,235 | ||||||||||
| 2010 | ||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
|
Non-refundable entrance fees sales
|
$ | 9,550 | $ | 8,354 | $ | 9,812 | $ | 9,770 | $ | 37,486 | ||||||||||
|
Refundable entrance fees sales
(4)
|
8,442 | 6,619 | 12,242 | 9,117 | 36,420 | |||||||||||||||
|
Total entrance fee receipts
(5)
|
17,992 | 14,973 | 22,054 | 18,887 | 73,906 | |||||||||||||||
|
Refunds
|
(5,762 | ) | (5,360 | ) | (4,984 | ) | (4,954 | ) | (21,060 | ) | ||||||||||
|
Net entrance fees
|
$ | 12,230 | $ | 9,613 | $ | 17,070 | $ | 13,933 | $ | 52,846 | ||||||||||
|
|
(1)
|
Management services segment revenue includes 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)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
|
|
(4)
|
Refundable entrance fee sales for the years ended December 31, 2011 and 2010 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $1.1 million, $1.6 million, $2.3 million and $4.0 million in the first, second, third and fourth quarters of 2011, respectively, and $0.1 million, $0.2 million, $6.5 million and $3.8 million in the first, second, third and fourth quarters of 2010, respectively.
|
|
|
(5)
|
Includes $12.6 million and $18.5 million of first generation entrance fee receipts (which represent initial entrance fees received from the sale of units at a recently opened entrance fee CCRC) during the year ended December 31, 2011 and 2010, respectively.
|
|
Year Ended December 31,
|
||||||||||||||||
|
2011
|
2010
|
|||||||||||||||
|
Resident fee revenues
|
$ | 2,291,757 | 88.3 | % | $ | 2,207,673 | 94.1 | % | ||||||||
|
Resident fee revenues under management
|
304,717 | 11.7 | % | 139,478 | 5.9 | % | ||||||||||
|
Total
|
$ | 2,596,474 | 100 | % | $ | 2,347,151 | 100 | % | ||||||||
|
General and administrative expenses (excluding non-cash stock-based compensation expense and integration and transaction-related costs)
|
$ | 114,083 | 4.4 | % | $ | 110,950 | 4.7 | % | ||||||||
|
Non-cash stock-based compensation expense
|
19,856 | 0.8 | % | 20,759 | 0.9 | % | ||||||||||
|
Integration and transaction-related costs
|
14,388 | 0.6 | % | ― | 0.0 | % | ||||||||||
|
General and administrative expenses (including non-cash stock-based compensation expense and integration and transaction-related costs)
|
$ | 148,327 | 5.7 | % | $ | 131,709 | 5.6 | % | ||||||||
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2010
|
2009
|
Amount
|
Percent
|
|||||||||||||
|
Statement of Operations Data:
|
||||||||||||||||
|
Total revenue
|
||||||||||||||||
|
Resident fees
|
||||||||||||||||
|
Retirement Centers
|
$ | 530,161 | $ | 496,744 | $ | 33,417 | 6.7 | % | ||||||||
|
Assisted Living
|
1,023,785 | 925,917 | 97,868 | 10.6 | % | |||||||||||
|
CCRCs
|
653,727 | 593,688 | 60,039 | 10.1 | % | |||||||||||
|
Total resident fees
|
2,207,673 | 2,016,349 | 191,324 | 9.5 | % | |||||||||||
|
(dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2010
|
2009
|
Amount
|
Percent
|
|||||||||||||
|
Management services
(1)
|
72,862 | 83,925 | (11,063 | ) | (13.2 | %) | ||||||||||
|
Total revenue
|
2,280,535 | 2,100,274 | 180,261 | 8.6 | % | |||||||||||
|
Expense
|
||||||||||||||||
|
Facility operating expense
|
||||||||||||||||
|
Retirement Centers
|
311,345 | 283,136 | 28,209 | 10.0 | % | |||||||||||
|
Assisted Living
|
661,859 | 600,948 | 60,911 | 10.1 | % | |||||||||||
|
CCRCs
|
464,726 | 418,193 | 46,533 | 11.1 | % | |||||||||||
|
Total facility operating expense
|
1,437,930 | 1,302,277 | 135,653 | 10.4 | % | |||||||||||
|
General and administrative expense
|
131,709 | 134,864 | (3,155 | ) | (2.3 | %) | ||||||||||
|
Facility lease expense
|
270,905 | 272,096 | (1,191 | ) | (0.4 | %) | ||||||||||
|
Depreciation and amortization
|
292,341 | 271,935 | 20,406 | 7.5 | % | |||||||||||
|
(Gain) loss on sale of communities, net
|
(3,298 | ) | 2,043 | (5,341 | ) | (261.4 | %) | |||||||||
|
Asset impairment
|
13,075 | 10,073 | 3,002 | 29.8 | % | |||||||||||
|
Costs incurred on behalf of managed communities
|
67,271 | 77,206 | (9,935 | ) | (12.9 | %) | ||||||||||
|
Facility lease termination expense
|
4,608 | ― | 4,608 | 100.0 | % | |||||||||||
|
Total operating expense
|
2,214,541 | 2,070,494 | 144,047 | 7.0 | % | |||||||||||
|
Income from operations
|
65,994 | 29,780 | 36,214 | 121.6 | % | |||||||||||
|
Interest income
|
2,238 | 2,354 | (116 | ) | (4.9 | %) | ||||||||||
|
Interest expense:
|
||||||||||||||||
|
Debt
|
(132,641 | ) | (128,869 | ) | 3,772 | 2.9 | % | |||||||||
|
Amortization of deferred financing costs and debt discount
|
(8,963 | ) | (9,505 | ) | (542 | ) | (5.7 | %) | ||||||||
|
Change in fair value of derivatives and amortization
|
(4,118 | ) | 3,765 | (7,883 | ) | (209.4 | %) | |||||||||
|
Loss on extinguishment of debt, net
|
(1,557 | ) | (1,292 | ) | 265 | 20.5 | % | |||||||||
|
Equity in earnings of unconsolidated ventures
|
168 | 440 | (272 | ) | (61.8 | %) | ||||||||||
|
Other non-operating income
|
(1,454 | ) | 4,146 | (5,600 | ) | (135.1 | %) | |||||||||
|
Loss before income taxes
|
(80,333 | ) | (99,181 | ) | (18,848 | ) | (19.0 | %) | ||||||||
|
Benefit for income taxes
|
31,432 | 32,926 | (1,494 | ) | (4.5 | %) | ||||||||||
|
Net loss
|
$ | (48,901 | ) | $ | (66,255 | ) | $ | (17,354 | ) | (26.2 | %) | |||||
|
Selected Operating and Other Data:
|
||||||||||||||||
|
Total number of communities (period end)
|
559 | 565 | (6 | ) | (1.1 | %) | ||||||||||
|
Total units operated
(2)
|
||||||||||||||||
|
Period end
|
50,521 | 51,021 | (500 | ) | (1.0 | %) | ||||||||||
|
Weighted average
|
50,870 | 49,536 | 1,334 | 2.7 | % | |||||||||||
|
Owned/leased communities units
(2)
|
||||||||||||||||
|
Period end
|
46,735 | 46,881 | (146 | ) | (0.3 | %) | ||||||||||
|
Weighted average
|
47,083 | 45,174 | 1,909 | 4.2 | % | |||||||||||
|
Owned/leased communities occupancy rate (weighted average)
|
87.1 | % | 86.5 | % | 0.6 | % | 0.7 | % | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 4,439 | $ | 4,253 | $ | 186 | 4.4 | % | ||||||||
|
Selected Segment Operating and Other Data
|
||||||||||||||||
|
Retirement Centers
|
||||||||||||||||
|
Number of communities (period end)
|
78 | 80 | (2 | ) | (2.5 | %) | ||||||||||
|
Total units
(2)
|
||||||||||||||||
| Period end | 14,525 | 14,396 | 129 | 0.9 | % | |||||||||||
| Weighted average | 14,700 | 14,137 | 563 | 4.0 | % | |||||||||||
|
Occupancy rate (weighted average)
|
87.2 | % | 87.2 | % | ― | ― | ||||||||||
|
Average monthly revenue per unit
(3)
|
$ | 3,445 | $ | 3,358 | $ | 87 | 2.6 | % | ||||||||
|
Assisted Living
|
||||||||||||||||
|
Number of communities (period end)
|
427 | 430 | (3 | ) | (0.7 | %) | ||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
20,945 | 21,173 | (228 | ) | (1.1 | %) | ||||||||||
|
dollars in thousands, except average monthly revenue per unit)
|
Years Ended
December 31,
|
Increase
(Decrease)
|
||||||||||||||
|
2010
|
2009
|
Amount
|
Percent
|
|||||||||||||
|
Weighted average
|
21,109 | 20,201 | 908 | 4.5 | % | |||||||||||
|
Occupancy rate (weighted average)
|
88.4 | % | 86.8 | % | 1.6 | % | 1.8 | % | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 4,573 | $ | 4,401 | $ | 172 | 3.9 | % | ||||||||
|
CCRCs
|
||||||||||||||||
|
Number of communities (period end)
|
35 | 36 | (1 | ) | (2.8 | %) | ||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
11,265 | 11,312 | (47 | ) | (0.4 | %) | ||||||||||
|
Weighted average
|
11,274 | 10,836 | 438 | 4.0 | % | |||||||||||
|
Occupancy rate (weighted average)
|
84.3 | % | 85.1 | % | (0.8 | %) | (0.9 | %) | ||||||||
|
Average monthly revenue per unit
(3)
|
$ | 5,517 | $ | 5,168 | $ | 349 | 6.8 | % | ||||||||
|
Management Services
|
||||||||||||||||
|
Number of communities (period end)
|
19 | 19 | ― | ― | ||||||||||||
|
Total units
(2)
|
||||||||||||||||
|
Period end
|
3,786 | 4,140 | (354 | ) | (8.6 | %) | ||||||||||
|
Weighted average
|
3,787 | 4,362 | (575 | ) | (13.2 | %) | ||||||||||
|
Occupancy rate (weighted average)
|
83.8 | % | 84.2 | % | (0.4 | %) | (0.5 | %) |
|
Selected Entrance Fee Data:
|
2010 | |||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
|
Non-refundable entrance fees sales
|
$ | 9,550 | $ | 8,354 | $ | 9,812 | $ | 9,770 | $ | 37,486 | ||||||||||
|
Refundable entrance fees sales
(4)
|
8,442 | 6,619 | 12,242 | 9,117 | 36,420 | |||||||||||||||
|
Total entrance fee receipts
(5)
|
17,992 | 14,973 | 22,054 | 18,887 | 73,906 | |||||||||||||||
|
Refunds
|
(5,762 | ) | (5,360 | ) | (4,984 | ) | (4,954 | ) | (21,060 | ) | ||||||||||
|
Net entrance fees
|
$ | 12,230 | $ | 9,613 | $ | 17,070 | $ | 13,933 | $ | 52,846 | ||||||||||
| 2009 | ||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 |
YTD
|
||||||||||||||||
|
Non-refundable entrance fees sales
|
$ | 4,872 | $ | 5,718 | $ | 12,635 | $ | 15,264 | $ | 38,489 | ||||||||||
|
Refundable entrance fees sales
(4)
|
3,638 | 4,098 | 9,296 | 13,354 | 30,386 | |||||||||||||||
|
Total entrance fee receipts
(5)
|
8,510 | 9,816 | 21,931 | 28,618 | 68,875 | |||||||||||||||
|
Refunds
|
(5,836 | ) | (6,357 | ) | (4,649 | ) | (6,074 | ) | (22,916 | ) | ||||||||||
|
Net entrance fees
|
$ | 2,674 | $ | 3,459 | $ | 17,282 | $ | 22,544 | $ | 45,959 | ||||||||||
|
|
(1)
|
Management services segment revenue includes 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)
|
Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.
|
|
|
(4)
|
Refundable entrance fee sales for the years ended December 31, 2010 and 2009 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $0.1 million, $0.2 million, $6.5 million and $3.8 million in the first, second, third and fourth quarters of 2010, respectively, and $0.6 million, $0.1 million and $0.4 million in the first, third and fourth quarters of 2009, respectively. My Choice amounts for the second quarter of 2009 were not material.
|
|
|
(5)
|
Includes $18.5 million and $25.7 million of first generation entrance fee receipts (which represent initial entrance fees received from the sale of units at a newly opened entrance fee CCRC) during the year ended December 31, 2010 and 2009, respectively.
|
|
Year Ended December 31,
|
||||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Resident fee revenues
|
$ | 2,207,673 | 94.1 | % | $ | 2,016,349 | 92.7 | % | ||||||||
|
Resident fee revenues under management
|
139,478 | 5.9 | % | 157,618 | 7.3 | % | ||||||||||
|
Total
|
$ | 2,347,151 | 100 | % | $ | 2,173,967 | 100 | % | ||||||||
|
General and administrative expenses (excluding non-cash stock-based compensation expense and integration and transaction-related costs)
|
$ | 110,950 | 4.7 | % | $ | 101,676 | 4.7 | % | ||||||||
|
Non-cash stock-based compensation expense
|
20,759 | 0.9 | % | 26,935 | 1.2 | % | ||||||||||
|
Integration and transaction-related costs
|
― | 0.0 | % | 6,253 | 0.3 | % | ||||||||||
|
General and administrative expenses (including non-cash stock-based compensation expense and integration and transaction-related costs)
|
$ | 131,709 | 5.6 | % | $ | 134,864 | 6.2 | % | ||||||||
|
Year Ended
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash provided by operating activities
|
$ | 268,427 | $ | 228,244 | ||||
|
Cash used in investing activities
|
(203,899 | ) | (136,505 | ) | ||||
|
Cash used in financing activities
|
(115,519 | ) | (76,282 | ) | ||||
|
Net (decrease) increase in cash and cash equivalents
|
(50,991 | ) | 15,457 | |||||
|
Cash and cash equivalents at beginning of year
|
81,827 | 66,370 | ||||||
|
Cash and cash equivalents at end of year
|
$ | 30,836 | $ | 81,827 | ||||
|
|
·
|
cash balances on hand;
|
|
|
·
|
cash flows from operations;
|
|
|
·
|
proceeds from our credit facilities;
|
|
|
·
|
proceeds from mortgage financing or refinancing of various assets;
|
|
|
·
|
funds generated through joint venture arrangements or sale-leaseback transactions; and
|
|
|
·
|
with somewhat lesser frequency, 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 costs;
|
|
|
·
|
cash collateral required to be posted in connection with our interest rate swaps and related financial instruments;
|
|
|
·
|
capital expenditures and improvements, including the expansion of our current communities and the development of new communities;
|
|
|
·
|
dividend payments;
|
|
|
·
|
purchases of common stock under our share repurchase authorizations; and
|
|
|
·
|
other corporate initiatives (including integration and branding).
|
|
|
·
|
working capital;
|
|
|
·
|
operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;
|
|
|
·
|
debt service and lease payments;
|
|
|
·
|
capital expenditures and improvements, including the expansion, redevelopment and repositioning of our current communities and the development of new communities;
|
|
|
·
|
other corporate initiatives (including information systems);
|
|
·
|
acquisition consideration and transaction costs;
|
|
|
·
|
purchases of common stock under our share repurchase authorization; and
|
|
|
·
|
to a lesser extent, cash collateral required to be posted in connection with our interest rate swaps and related financial instruments.
|
|
Payments Due by Twelve Months Ending December 31,
|
||||||||||||||||||||||||||||
|
Total
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
||||||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
|
Contractual Obligations:
|
||||||||||||||||||||||||||||
|
Long-term debt obligations
(1)
|
$ | 2,818,557 | $ | 131,687 | $ | 607,985 | $ | 250,816 | $ | 117,214 | $ | 170,924 | $ | 1,539,931 | ||||||||||||||
|
Capital lease obligations
(1)
|
551,270 | 55,887 | 56,979 | 56,365 | 55,767 | 50,474 | 275,798 | |||||||||||||||||||||
|
Operating lease obligations
(2)
|
2,148,807 | 284,492 | 282,889 | 262,725 | 253,516 | 250,393 | 814,792 | |||||||||||||||||||||
|
Refundable entrance fee obligations
(3)
|
242,588 | 26,078 | 26,078 | 26,078 | 26,078 | 26,078 | 112,198 | |||||||||||||||||||||
|
Total contractual obligations
|
$ | 5,761,222 | $ | 498,144 | $ | 973,931 | $ | 595,984 | $ | 452,575 | $ | 497,869 | $ | 2,742,719 | ||||||||||||||
|
Total commercial construction commitments
|
$ | 6,429 | $ | 6,429 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
|
(1)
|
Includes contractual interest for all fixed-rate obligations and assumes interest on variable rate instruments at the December 31, 2011 rate after giving effect to in-place interest rate swaps.
|
|
(2)
|
Reflects future cash payments after giving effect to non-contingent lease escalators and assumes payments on variable rate instruments at the December 31, 2011 rate.
|
|
(3)
|
Future refunds of entrance fees are estimated based on historical payment trends. These refund obligations are generally offset by proceeds received from resale of the vacated apartment units. Historically, proceeds from resales of entrance fee units each year generally offset refunds paid and generate excess cash to us.
|
|
Current notional balance
|
$ | 177,756 | ||
|
Highest possible notional
|
$ | 177,756 | ||
|
Lowest interest rate
|
0.87 | % | ||
|
Highest interest rate
|
5.49 | % | ||
|
Average fixed rate
|
1.59 | % | ||
|
Earliest maturity date
|
2013 |
|
Latest maturity date
|
2016 | |||
|
Weighted average original maturity
|
3.2 years
|
|||
|
Estimated liability fair value (included in other liabilities at December 31, 2011)
|
$ | (2,809 | ) | |
|
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 281 | ||
|
Current notional balance
|
$ | 248,768 | ||
|
Highest possible notional
|
$ | 248,768 | ||
|
Lowest interest cap rate
|
5.50 | % | ||
|
Highest interest cap rate
|
6.00 | % | ||
|
Average fixed cap rate
|
5.74 | % | ||
|
Earliest maturity date
|
2012 | |||
|
Latest maturity date
|
2013 | |||
|
Weighted average original maturity
|
2.6 years
|
|||
|
Estimated asset fair value (included in other liabilities at December 31, 2011)
|
$ | — | ||
|
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 157 | ||
|
|
·
|
provision (benefit) for income taxes;
|
|
|
·
|
non-operating (income) expense items;
|
|
|
·
|
(gain) loss on sale or acquisition of communities (including facility lease termination expense);
|
|
|
·
|
depreciation and amortization (including non-cash impairment charges);
|
|
|
·
|
straight-line lease expense (income);
|
|
|
·
|
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 first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC and first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community).
|
|
|
·
|
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.
|
|
Years Ended December 31
(1)
,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Net loss
|
$ | (68,175 | ) | $ | (48,901 | ) | $ | (66,255 | ) | |||
|
Provision (benefit) for income taxes
|
2,340 | (31,432 | ) | (32,926 | ) | |||||||
|
Other non-operating (income) expense
|
(56 | ) | 1,454 | (4,146 | ) | |||||||
|
Equity in earnings of unconsolidated ventures
|
(1,432 | ) | (168 | ) | (440 | ) | ||||||
|
Loss on extinguishment of debt, net
|
18,863 | 1,557 | 1,292 | |||||||||
|
Interest expense:
Debt
|
93,229 | 102,245 | 99,653 | |||||||||
|
Capitalized lease obligation
|
31,644 | 30,396 | 29,216 | |||||||||
|
Amortization of deferred financing costs and debt discount
|
13,427 | 8,963 | 9,505 | |||||||||
|
Change in fair value of derivatives and amortization
|
3,878 | 4,118 | (3,765 | ) | ||||||||
|
Interest income
|
(3,538 | ) | (2,238 | ) | (2,354 | ) | ||||||
|
Income from operations
|
90,180 | 65,994 | 29,780 | |||||||||
|
Facility lease termination expense
|
— | 4,608 | ― | |||||||||
|
(Gain) loss on sale of communities, net
|
— | (3,298 | ) | 2,043 | ||||||||
|
Gain on acquisition
|
(1,982 | ) | — | — | ||||||||
|
Depreciation and amortization
|
268,506 | 292,341 | 271,935 | |||||||||
|
Asset impairment
|
16,892 | 13,075 | 10,073 | |||||||||
|
Straight-line lease expense
|
8,608 | 10,521 | 15,851 | |||||||||
|
Amortization of deferred gain
|
(4,373 | ) | (4,343 | ) | (4,345 | ) | ||||||
|
Amortization of entrance fees
|
(25,401 | ) | (24,397 | ) | (21,661 | ) | ||||||
|
Non-cash stock-based compensation expense
|
19,856 | 20,759 | 26,935 | |||||||||
|
Change in future service obligation
|
— | (1,064 | ) | (2,342 | ) | |||||||
|
Entrance fee receipts
(2)
|
67,989 | 73,906 | 68,875 | |||||||||
|
First generation entrance fees received
(3)
|
(12,617 | ) | (18,548 | ) | (25,673 | ) | ||||||
|
Entrance fee disbursements
(4)
|
(24,993 | ) | (21,060 | ) | (22,916 | ) | ||||||
|
Adjusted EBITDA
|
$ | 402,665 | $ | 408,494 | $ | 348,555 | ||||||
|
(1)
|
The calculation of Adjusted EBITDA includes integration and transaction-related costs of $14.4 million and $6.3 million for the years ended December 31, 2011 and 2009, respectively. There were no such costs in 2010.
|
|
(2)
|
Includes the receipt of refundable and non-refundable entrance fees.
|
|
(3)
|
First generation entrance fees received represents initial entrance fees received from the sale of units at a recently opened entrance fee CCRC.
|
|
(4)
|
Entrance fee refunds disbursed excludes $0.8 million of first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community for the year ended December 31, 2011.
|
|
|
·
|
changes in operating assets and liabilities;
|
|
|
·
|
deferred interest and fees added to principal;
|
|
|
·
|
refundable entrance fees received;
|
|
|
·
|
first generation entrance fee receipts at a recently opened entrance fee CCRC;
|
|
|
·
|
entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community;
|
|
|
·
|
lease financing debt amortization with fair market value or no purchase options;
|
|
|
·
|
facility lease termination expense;
|
|
|
·
|
recurring capital expenditures, net;
|
|
|
·
|
distributions from unconsolidated ventures from cumulative share of net earnings;
|
|
|
·
|
CFFO from unconsolidated ventures; and
|
|
|
·
|
other.
|
|
|
·
|
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.
|
|
Years Ended December 31
(1)
,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Net cash provided by operating activities
|
$ | 268,427 | $ | 228,244 | $ | 237,220 | ||||||
|
Changes in operating assets and liabilities
|
20,914 | 46,674 | 4,532 | |||||||||
|
Refundable entrance fees received
(2)(3)
|
29,611 | 36,420 | 30,386 | |||||||||
|
First generation entrance fees received
(4)
|
(12,617 | ) | (18,548 | ) | (25,673 | ) | ||||||
|
Entrance fee refunds disbursed
(5)
|
(24,993 | ) | (21,060 | ) | (22,916 | ) | ||||||
|
Recurring capital expenditures, net
|
(33,661 | ) | (27,969 | ) | (19,522 | ) | ||||||
|
Lease financing debt amortization with fair market value or no purchase options
|
(10,465 | ) | (8,972 | ) | (7,195 | ) | ||||||
|
Facility lease termination expense
|
— | 4,608 | ― | |||||||||
|
Distributions from unconsolidated ventures from cumulative share of net earnings
|
(582 | ) | (775 | ) | ― | |||||||
|
CFFO from unconsolidated ventures
|
3,289 | 2,050 | ― | |||||||||
|
Cash From Facility Operations
|
$ | 239,923 | $ | 240,672 | $ | 196,832 |
|
(1)
|
The calculation of Cash From Facility Operations includes integration and transaction-related costs of $14.4 million and $6.3 million for the years ended December 31, 2011 and 2009, respectively. There were no such costs in 2010.
|
|
(2)
|
Entrance fee receipts include promissory notes issued to the Company by the resident in lieu of a portion of the entrance fees due. Notes issued (net of collections) for the years ended December 31, 2011, 2010 and 2009 were $3.3 million, $1.7 million and $9.3 million, respectively.
|
|
(3)
|
Total entrance fee receipts for the year ended December 31, 2011, 2010 and 2009 were $68.0 million, $73.9 million, and $68.9 million, respectively, including $38.4 million, $37.5 million and $38.5 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities.
|
|
(4)
|
First generation entrance fees received represents initial entrance fees received from the sale of units at a recently opened entrance fee CCRC.
|
|
(5)
|
Entrance fee refunds disbursed excludes $0.8 million of first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community for the year ended December 31, 2011.
|
|
|
·
|
provision (benefit) for income taxes;
|
|
|
·
|
non-operating (income) expense items;
|
|
|
·
|
(gain) loss on sale or acquisition of communities (including facility lease termination expense);
|
|
|
·
|
depreciation and amortization (including non-cash impairment charges);
|
|
|
·
|
facility lease expense;
|
|
|
·
|
general and administrative expense, including non-cash stock-based compensation expense;
|
|
|
·
|
change in future service obligation;
|
|
|
·
|
amortization of deferred entrance fee revenue; 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.
|
|
Years Ended December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Net loss
|
$ | (68,175 | ) | $ | (48,901 | ) | $ | (66,255 | ) | |||
|
Provision (benefit) for income taxes
|
2,340 | (31,432 | ) | (32,926 | ) | |||||||
|
Other non-operating (income) expense
|
(56 | ) | 1,454 | (4,146 | ) | |||||||
|
Equity in earnings of unconsolidated ventures
|
(1,432 | ) | (168 | ) | (440 | ) | ||||||
|
Loss on extinguishment of debt, net
|
18,863 | 1,557 | 1,292 | |||||||||
|
Interest expense:
|
||||||||||||
|
Debt
|
93,229 | 102,245 | 99,653 | |||||||||
|
Capitalized lease obligation
|
31,644 | 30,396 | 29,216 | |||||||||
|
Amortization of deferred financing costs and debt discount
|
13,427 | 8,963 | 9,505 | |||||||||
|
Change in fair value of derivatives and amortization
|
3,878 | 4,118 | (3,765 | ) | ||||||||
|
Interest income
|
(3,538 | ) | (2,238 | ) | (2,354 | ) | ||||||
|
Income from operations
|
90,180 | 65,994 | 29,780 | |||||||||
|
Facility lease termination expense
|
— | 4,608 | ― | |||||||||
|
(Gain) loss on sale of communities, net
|
— | (3,298 | ) | 2,043 | ||||||||
|
Depreciation and amortization
|
268,506 | 292,341 | 271,935 | |||||||||
|
Asset impairment
|
16,892 | 13,075 | 10,073 | |||||||||
|
Gain on acquisition
|
(1,982 | ) | — | — | ||||||||
|
Facility lease expense
|
274,858 | 270,905 | 272,096 | |||||||||
|
General and administrative (including non-cash stock-based compensation expense)
|
148,327 | 131,709 | 134,864 | |||||||||
|
Change in future service obligation
|
— | (1,064 | ) | (2,342 | ) | |||||||
|
Amortization of entrance fees
|
(25,401 | ) | (24,397 | ) | (21,661 | ) | ||||||
|
Management fees
|
(13,595 | ) | (5,591 | ) | (6,719 | ) | ||||||
|
Facility Operating Income
|
$ | 757,785 | $ | 744,282 | $ | 690,069 | ||||||
|
PAGE
|
|
|
Report of Independent Registered Public Accounting Firm
|
74
|
|
Report of Independent Registered Public Accounting Firm
|
75
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
76
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009
|
77
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2011, 2010 and 2009
|
78
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009
|
79
|
|
Notes to Consolidated Financial Statements
|
81
|
|
Schedule II — Valuation and Qualifying Accounts
|
114
|
| /s/ Ernst & Young LLP |
| /s/ Ernst & Young LLP |
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$ | 30,836 | $ | 81,827 | ||||
|
Cash and escrow deposits – restricted
|
45,903 | 79,669 | ||||||
|
Accounts receivable, net
|
98,697 | 88,033 | ||||||
|
Deferred tax asset
|
11,776 | 15,529 | ||||||
|
Prepaid expenses and other current assets, net
|
93,663 | 63,051 | ||||||
|
Total current assets
|
280,875 | 328,109 | ||||||
|
Property, plant and equipment and leasehold intangibles, net
|
3,694,064 | 3,736,842 | ||||||
|
Cash and escrow deposits – restricted
|
52,980 | 65,316 | ||||||
|
Marketable securities — restricted
|
31,721 | — | ||||||
|
Investment in unconsolidated ventures
|
32,798 | 20,196 | ||||||
|
Goodwill
|
109,553 | 109,693 | ||||||
|
Other intangible assets, net
|
154,136 | 171,341 | ||||||
|
Other assets, net
|
109,934 | 98,973 | ||||||
|
Total assets
|
$ | 4,466,061 | $ | 4,530,470 | ||||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Current liabilities
|
||||||||
|
Current portion of long-term debt
|
$ | 47,654 | $ | 71,676 | ||||
|
Trade accounts payable
|
54,134 | 36,302 | ||||||
|
Accrued expenses
|
183,634 | 171,537 | ||||||
|
Refundable entrance fees and deferred revenue
|
327,808 | 318,814 | ||||||
|
Tenant security deposits
|
7,720 | 8,029 | ||||||
|
Total current liabilities
|
620,950 | 606,358 | ||||||
|
Long-term debt, less current portion
|
2,350,971 | 2,498,620 | ||||||
|
Line of credit
|
65,000 | — | ||||||
|
Deferred entrance fee revenue
|
72,485 | 69,075 | ||||||
|
Deferred liabilities
|
161,185 | 153,199 | ||||||
|
Deferred tax liability
|
112,736 | 113,956 | ||||||
|
Other liabilities
|
42,526 | 29,265 | ||||||
|
Total liabilities
|
3,425,853 | 3,470,473 | ||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ Equity
|
||||||||
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2011 and 2010; no shares issued and outstanding
|
— | — | ||||||
|
Common stock, $0.01 par value, 200,000,000 shares authorized at December 31, 2011 and 2010; 127,782,538 and 125,527,846 shares issued and 125,354,137 and 124,316,545 shares outstanding (including 4,221,598 and 3,539,751 unvested restricted shares), respectively
|
1,254 | 1,243 | ||||||
|
Additional paid-in-capital
|
1,970,820 | 1,904,144 | ||||||
|
Treasury stock, at cost; 2,428,401 and 1,211,301 shares at December 31, 2011 and 2010, respectively
|
(46,800 | ) | (29,187 | ) | ||||
|
Accumulated deficit
|
(884,051 | ) | (815,876 | ) | ||||
|
Accumulated other comprehensive loss
|
(1,015 | ) | (327 | ) | ||||
|
Total stockholders’ equity
|
1,040,208 | 1,059,997 | ||||||
|
Total liabilities and stockholders’ equity
|
$ | 4,466,061 | $ | 4,530,470 | ||||
|
For the Years Ended
December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Revenue
|
||||||||||||
|
Resident fees
|
$ | 2,291,757 | $ | 2,207,673 | $ | 2,016,349 | ||||||
|
Management fees
|
13,595 | 5,591 | 6,719 | |||||||||
|
Reimbursed costs incurred on behalf of managed communities
|
152,566 | 67,271 | 77,206 | |||||||||
|
Total revenue
|
2,457,918 | 2,280,535 | 2,100,274 | |||||||||
|
Expense
|
||||||||||||
|
Facility operating expense (excluding depreciation and amortization of $211,038, $208,181 and $184,780, respectively)
|
1,508,571 | 1,437,930 | 1,302,277 | |||||||||
|
General and administrative expense (including non-cash stock-based compensation expense of $19,856, $20,759 and $26,935, respectively)
|
148,327 | 131,709 | 134,864 | |||||||||
|
Facility lease expense
|
274,858 | 270,905 | 272,096 | |||||||||
|
Depreciation and amortization
|
268,506 | 292,341 | 271,935 | |||||||||
|
(Gain) loss on sale of communities, net
|
— | (3,298 | ) | 2,043 | ||||||||
|
Asset impairment
|
16,892 | 13,075 | 10,073 | |||||||||
|
Gain on acquisition
|
(1,982 | ) | — | — | ||||||||
|
Costs incurred on behalf of managed communities
|
152,566 | 67,271 | 77,206 | |||||||||
|
Facility lease termination expense
|
— | 4,608 | — | |||||||||
|
Total operating expense
|
2,367,738 | 2,214,541 | 2,070,494 | |||||||||
|
Income from operations
|
90,180 | 65,994 | 29,780 | |||||||||
|
Interest income
|
3,538 | 2,238 | 2,354 | |||||||||
|
Interest expense:
|
||||||||||||
|
Debt
|
(124,873 | ) | (132,641 | ) | (128,869 | ) | ||||||
|
Amortization of deferred financing costs and debt discount
|
(13,427 | ) | (8,963 | ) | (9,505 | ) | ||||||
|
Change in fair value of derivatives and amortization
|
(3,878 | ) | (4,118 | ) | 3,765 | |||||||
|
Loss on extinguishment of debt, net
|
(18,863 | ) | (1,557 | ) | (1,292 | ) | ||||||
|
Equity in earnings of unconsolidated ventures
|
1,432 | 168 | 440 | |||||||||
|
Other non-operating income (expense)
|
56 | (1,454 | ) | 4,146 | ||||||||
|
Loss before income taxes
|
(65,835 | ) | (80,333 | ) | (99,181 | ) | ||||||
|
(Provision) benefit for income taxes
|
(2,340 | ) | 31,432 | 32,926 | ||||||||
|
Net loss
|
$ | (68,175 | ) | $ | (48,901 | ) | $ | (66,255 | ) | |||
|
Basic and diluted net loss per share
|
$ | (0.56 | ) | $ | (0.41 | ) | $ | (0.60 | ) | |||
|
Weighted average shares used in computing basic and diluted net loss per share
|
121,161 | 120,010 | 111,288 | |||||||||
|
Common Stock
|
||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In-
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Accumulated Other Comprehensive Loss
|
Total
|
||||||||||||||||||||||
|
Balances at January 1, 2009
|
105,256 | $ | 1,053 | $ | 1,690,851 | $ | (29,187 | ) | $ | (700,720 | ) | $ | (1,396 | ) | $ | 960,601 | ||||||||||||
|
Compensation expense related to restricted stock grants
|
— | — | 26,935 | — | — | — | 26,935 | |||||||||||||||||||||
|
Net loss
|
— | — | — | — | (66,255 | ) | — | (66,255 | ) | |||||||||||||||||||
|
Issuance of common stock under Associate Stock Purchase Plan
|
109 | 1 | 1,006 | — | — | — | 1,007 | |||||||||||||||||||||
|
Restricted stock, net
|
1,794 | 18 | (18 | ) | — | — | — | — | ||||||||||||||||||||
|
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 493 | 493 | |||||||||||||||||||||
|
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
|
Issuance of common stock from equity offering, net
|
16,047 | 160 | 163,611 | — | — | — | 163,771 | |||||||||||||||||||||
|
Other
|
— | — | (8 | ) | — | — | (338 | ) | (346 | ) | ||||||||||||||||||
|
Balances at December 31, 2009
|
123,206 | 1,232 | 1,882,377 | (29,187 | ) | (766,975 | ) | (865 | ) | 1,086,582 | ||||||||||||||||||
|
Compensation expense related to restricted stock grants
|
— | — | 20,759 | — | — | — | 20,759 | |||||||||||||||||||||
|
Net loss
|
— | — | — | — | (48,901 | ) | — | (48,901 | ) | |||||||||||||||||||
|
Issuance of common stock under Associate Stock Purchase Plan
|
63 | 1 | 1,019 | — | — | — | 1,020 | |||||||||||||||||||||
|
Restricted stock, net
|
1,048 | 10 | (10 | ) | — | — | — | — | ||||||||||||||||||||
|
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 505 | 505 | |||||||||||||||||||||
|
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
|
Other
|
— | — | (1 | ) | — | — | (343 | ) | (344 | ) | ||||||||||||||||||
|
Balances at December 31, 2010
|
124,317 | 1,243 | 1,904,144 | (29,187 | ) | (815,876 | ) | (327 | ) | 1,059,997 | ||||||||||||||||||
|
Compensation expense related to restricted stock grants
|
— | — | 19,856 | — | — | — | 19,856 | |||||||||||||||||||||
|
Net loss
|
— | — | — | — | (68,175 | ) | — | (68,175 | ) | |||||||||||||||||||
|
Common stock issued in connection with an acquisition
|
97 | 1 | 1,537 | — | — | — | 1,538 | |||||||||||||||||||||
|
Equity component of convertible notes, net
|
— | — | 76,801 | — | — | — | 76,801 | |||||||||||||||||||||
|
Purchase of bond hedge
|
— | — | (77,007 | ) | — | — | — | (77,007 | ) | |||||||||||||||||||
|
Issuance of warrants
|
— | — | 45,066 | — | — | — | 45,066 | |||||||||||||||||||||
|
Issuance of common stock under Associate Stock Purchase Plan
|
68 | — | 1,258 | — | — | — | 1,258 | |||||||||||||||||||||
|
Restricted stock, net
|
2,089 | 10 | (10 | ) | — | — | — | — | ||||||||||||||||||||
|
Unrealized loss on marketable securities - restricted
|
— | — | — | — | — | (998 | ) | (998 | ) | |||||||||||||||||||
|
Reclassification of net gains on derivatives into earnings
|
— | — | — | — | — | 134 | 134 | |||||||||||||||||||||
|
Purchase of treasury stock
|
(1,217 | ) | — | — | (17,613 | ) | — | — | (17,613 | ) | ||||||||||||||||||
|
Amortization of payments from settlement of forward interest rate swaps
|
— | — | — | — | — | 376 | 376 | |||||||||||||||||||||
|
Other
|
— | — | (825 | ) | — | — | (200 | ) | (1,025 | ) | ||||||||||||||||||
|
Balances at December 31, 2011
|
125,354 | $ | 1,254 | $ | 1,970,820 | $ | (46,800 | ) | $ | (884,051 | ) | $ | (1,015 | ) | $ | 1,040,208 | ||||||||||||
|
For the Years Ended
December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Cash Flows from Operating Activities
|
||||||||||||
|
Net loss
|
$ | (68,175 | ) | $ | (48,901 | ) | $ | (66,255 | ) | |||
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
||||||||||||
|
Loss on extinguishment of debt
|
18,863 | 1,557 | 1,292 | |||||||||
|
Depreciation and amortization
|
281,933 | 301,304 | 281,440 | |||||||||
|
Asset impairment
|
16,892 | 13,075 | 10,073 | |||||||||
|
Gain on sale of assets and unconsolidated ventures
|
(1,180 | ) | (2,509 | ) | (2,241 | ) | ||||||
|
Equity in earnings of unconsolidated ventures
|
(1,432 | ) | (168 | ) | (440 | ) | ||||||
|
Distributions from unconsolidated ventures from cumulative share of net earnings
|
1,282 | 775 | 405 | |||||||||
|
Amortization of deferred gain
|
(4,373 | ) | (4,343 | ) | (4,345 | ) | ||||||
|
Amortization of entrance fees
|
(25,401 | ) | (24,397 | ) | (21,661 | ) | ||||||
|
Proceeds from deferred entrance fee revenue
|
38,378 | 37,486 | 38,489 | |||||||||
|
Deferred income tax provision (benefit)
|
943 | (33,295 | ) | (31,684 | ) | |||||||
|
Change in deferred lease liability
|
8,608 | 10,521 | 15,851 | |||||||||
|
Change in fair value of derivatives and amortization
|
3,878 | 4,118 | (3,765 | ) | ||||||||
|
Gain on acquisition
|
(1,982 | ) | ― | ― | ||||||||
|
Lessor cash reimbursement for tenant incentive
|
1,251 | — | — | |||||||||
|
Change in future service obligation
|
— | (1,064 | ) | (2,342 | ) | |||||||
|
Non-cash stock-based compensation
|
19,856 | 20,759 | 26,935 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable, net
|
(5,367 | ) | (7,956 | ) | 11,784 | |||||||
|
Prepaid expenses and other assets, net
|
(22,934 | ) | (22,050 | ) | (28,426 | ) | ||||||
|
Accounts payable and accrued expenses
|
13,721 | (11,775 | ) | 21,287 | ||||||||
|
Tenant refundable fees and security deposits
|
(2,186 | ) | (3,158 | ) | (16,770 | ) | ||||||
|
Deferred revenue
|
(4,148 | ) | (1,735 | ) | 7,593 | |||||||
|
Net cash provided by operating activities
|
268,427 | 228,244 | 237,220 | |||||||||
|
Cash Flows from Investing Activities
|
||||||||||||
|
(Increase) decrease in lease security deposits and lease acquisition deposits, net
|
(3,088 | ) | (2,175 | ) | 2,441 | |||||||
|
Decrease (increase) in cash and escrow deposits – restricted
|
56,176 | 4,705 | (64,540 | ) | ||||||||
|
Net proceeds from sale of assets
|
30,817 | 12,079 | 14,941 | |||||||||
|
Additions to property, plant and equipment, and leasehold intangibles, net of related payables
|
(160,131 | ) | (93,681 | ) | (117,453 | ) | ||||||
|
Purchase of marketable securities — restricted
|
(32,724 | ) | ― | ― | ||||||||
|
Sale of marketable securities — restricted
|
1,431 | ― | ― | |||||||||
|
Acquisition of assets, net of related payables and cash received
|
(88,682 | ) | (57,948 | ) | (204,137 | ) | ||||||
|
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired
|
5,516 | ― | ― | |||||||||
|
Payments on (issuance of) notes receivable, net
|
1,484 | 1,079 | (508 | ) | ||||||||
|
Investment in unconsolidated ventures
|
(13,990 | ) | (660 | ) | (1,246 | ) | ||||||
|
Proceeds from sale leaseback transaction
|
― | ― | 9,166 | |||||||||
|
Distributions received from unconsolidated ventures
|
206 | 97 | 1,061 | |||||||||
|
Proceeds from sale of unconsolidated venture
|
— | 675 | 8,843 | |||||||||
|
Other
|
(914 | ) | (676 | ) | ― | |||||||
|
Net cash used in investing activities
|
(203,899 | ) | (136,505 | ) | (351,432 | ) | ||||||
|
Cash Flows from Financing Activities
|
||||||||||||
|
Proceeds from debt
|
482,669 | 414,795 | 157,039 | |||||||||
|
Proceeds from issuance of convertible notes, net
|
308,212 | ― | ― | |||||||||
|
Issuance of warrants
|
45,066 | ― | ― | |||||||||
|
Purchase of bond hedge
|
(77,007 | ) | ― | ― | ||||||||
|
Repayment of debt and capital lease obligations
|
(898,565 | ) | (476,527 | ) | (32,587 | ) | ||||||
|
For the Years Ended
December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Proceeds from line of credit
|
225,000 | 60,000 | 60,446 | |||||||||
|
Repayment of line of credit
|
(160,000 | ) | (60,000 | ) | (219,899 | ) | ||||||
|
Payment of financing costs, net of related payables
|
(8,712 | ) | (8,541 | ) | (8,700 | ) | ||||||
|
Proceeds from public equity offering, net
|
― | ― | 163,771 | |||||||||
|
Other
|
(1,287 | ) | (763 | ) | (931 | ) | ||||||
|
Refundable entrance fees:
|
||||||||||||
|
Proceeds from refundable entrance fees
|
29,611 | 36,420 | 30,386 | |||||||||
|
Refunds of entrance fees
|
(25,754 | ) | (21,060 | ) | (22,916 | ) | ||||||
|
Cash portion of loss on extinguishment of debt
|
(17,040 | ) | (179 | ) | ― | |||||||
|
Recouponing and payment of swap termination
|
(99 | ) | (20,427 | ) | ― | |||||||
|
Purchase of treasury stock
|
(17,613 | ) | ― | ― | ||||||||
|
Net cash (used in) provided by financing activities
|
(115,519 | ) | (76,282 | ) | 126,609 | |||||||
|
Net (decrease) increase in cash and cash equivalents
|
(50,991 | ) | 15,457 | 12,397 | ||||||||
|
Cash and cash equivalents at beginning of year
|
81,827 | 66,370 | 53,973 | |||||||||
|
Cash and cash equivalents at end of year
|
$ | 30,836 | $ | 81,827 | $ | 66,370 | ||||||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Current:
|
||||||||
|
Real estate taxes
|
$ | 12,541 | $ | 9,981 | ||||
|
Tenant security deposits
|
4,374 | 4,591 | ||||||
|
Insurance reserves
|
12,904 | 12,728 | ||||||
| Entrance fees | 4,891 | 39,785 | ||||||
|
Replacement reserve and other
|
11,193 | 12,584 | ||||||
|
Subtotal
|
45,903 | 79,669 | ||||||
|
Long term:
|
||||||||
|
Insurance reserves
|
5,412 | 6,116 | ||||||
|
Debt service and other deposits
|
47,568 | 59,200 | ||||||
|
Subtotal
|
52,980 | 65,316 | ||||||
|
Total
|
$ | 98,883 | $ | 144,985 | ||||
|
Asset Category
|
Estimated
Useful Life
(in years)
|
|
Buildings and improvements
|
40
|
|
Furniture and equipment
|
3 – 7
|
|
Resident lease intangibles
|
1 – 4
|
|
Asset Category
|
Estimated
Useful Life
(in years)
|
|
Leasehold improvements
|
Shorter of the lease term or asset useful life
|
|
Leasehold operating intangibles
|
Shorter of the lease term or asset useful life
|
|
Assets under capital and financing leases
|
Shorter of the lease term or asset useful life
|
|
Asset Category
|
Estimated
Useful Life
(in years)
|
|
Facility purchase options
|
40
|
|
Management contracts and other
|
3 – 5
|
|
Year Ended December 31, 2010
|
||||||||||||
|
As Reported
|
Adjustment
|
As Revised
|
||||||||||
|
Reimbursed costs incurred on behalf of managed communities
|
$ | — | $ | 67,271 | $ | 67,271 | ||||||
|
Total revenue
|
2,213,264 | 67,271 | 2,280,535 | |||||||||
|
Costs incurred on behalf of managed communities
|
— | 67,271 | 67,271 | |||||||||
|
Total operating expense
|
2,147,270 | 67,271 | 2,214,541 | |||||||||
|
Year Ended December 31, 2009
|
||||||||||||
|
As Reported
|
Adjustment
|
As Revised
|
||||||||||
|
Reimbursed costs incurred on behalf of managed communities
|
$ | — | $ | 77,206 | $ | 77,206 | ||||||
|
Total revenue
|
2,023,068 | 77,206 | 2,100,274 | |||||||||
|
Costs incurred on behalf of managed communities
|
— | 77,206 | 77,206 | |||||||||
|
Total operating expense
|
1,993,288 | 77,206 | 2,070,494 | |||||||||
|
Fair value of consideration transferred
|
||||
|
Cash
|
$ | 6,500 | ||
|
Common stock (96,862 shares)
|
1,538 | |||
|
Contingent consideration
|
2,708 | |||
|
Total
|
$ | 10,746 | ||
|
Purchase price allocation
|
||||
|
Current assets
|
$ | 24,501 | ||
|
Property and equipment
|
2,167 | |||
|
Acquired lease intangibles
|
5,965 | |||
|
Current liabilities
|
(15,979 | ) | ||
|
Long-term debt
|
(1,821 | ) | ||
|
Other liabilities
|
(718 | ) | ||
|
Deferred tax liability
|
(1,387 | ) | ||
|
Gain on acquisition
|
(1,982 | ) | ||
|
Total
|
$ | 10,746 | ||
|
Statement of Operations Data
|
2011
|
2010
|
2009
|
|||||||||
|
Total revenue
|
$ | 154,964 | $ | 84,689 | $ | 108,711 | ||||||
|
Expense
|
||||||||||||
|
Facility operating expense
|
103,611 | 54,766 | 66,507 | |||||||||
|
Depreciation and amortization
|
23,923 | 12,730 | 15,725 | |||||||||
|
Interest expense
|
27,072 | 13,153 | 19,616 | |||||||||
|
Other expense
|
6,885 | 4,585 | 6,103 | |||||||||
|
Total expense
|
161,491 | 85,234 | 107,951 | |||||||||
|
Interest income
|
108 | 24 | 3,834 | |||||||||
|
Net (loss) income
|
$ | (6,419 | ) | $ | (521 | ) | $ | 4,594 | ||||
|
Balance Sheet Data
|
2011
|
2010
|
||||||
|
Cash and cash equivalents
|
$ | 15,255 | $ | 3,077 | ||||
|
Property, plant and equipment, net
|
1,012,941 | 323,492 | ||||||
|
Other
|
184,052 | 115,189 | ||||||
|
Total assets
|
$ | 1,212,248 | $ | 441,758 | ||||
|
Accounts payable and accrued expenses
|
$ | 61,199 | $ | 46,589 | ||||
|
Long-term debt
|
900,091 | 265,825 | ||||||
|
Members’ equity
|
250,958 | 129,344 | ||||||
|
Total liabilities and members’ equity
|
$ | 1,212,248 | $ | 441,758 | ||||
|
Members’ equity consists of:
|
||||||||
|
Invested capital
|
$ | 403,625 | $ | 265,243 | ||||
|
Cumulative net loss
|
(25,810 | ) | (19,391 | ) | ||||
|
Cumulative distributions
|
(126,857 | ) | (116,508 | ) | ||||
|
Members’ equity
|
$ | 250,958 | $ | 129,344 | ||||
|
2011
|
2010
|
|||||||
|
Land
|
$ | 275,277 | $ | 273,214 | ||||
|
Buildings, improvements and leasehold improvements
|
3,080,882 | 3,003,788 | ||||||
|
Furniture and equipment
|
450,179 | 382,488 | ||||||
|
Resident and leasehold operating intangibles
|
592,499 | 588,633 | ||||||
|
Construction in progress
|
39,600 | 16,463 | ||||||
|
Assets under capital and financing leases
|
667,239 | 650,174 | ||||||
| 5,105,676 | 4,914,760 | |||||||
|
Accumulated depreciation and amortization
|
(1,411,612 | ) | (1,177,918 | ) | ||||
|
Property, plant and equipment and leasehold intangibles, net
|
$ | 3,694,064 | $ | 3,736,842 | ||||
|
Year Ending December 31,
|
Future Amortization
|
|||
|
2012
|
$ | 43,191 | ||
|
2013
|
41,105 | |||
|
2014
|
35,775 | |||
|
2015
|
33,768 | |||
|
2016
|
31,971 | |||
|
Thereafter
|
68,131 | |||
|
Total
|
$ | 253,941 | ||
|
December 31, 2011
|
December 31, 2010
|
|||||||||||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Adjustment
|
Accumulated
Impairment and Other Charges
|
Net
|
Gross
Carrying
Amount
|
Adjustment
|
Accumulated
Impairment and Other Charges
|
Net
|
|||||||||||||||||||||||||
|
Retirement Centers
|
$ | 7,642 | $ | (34 | ) | $ | (487 | ) | $ | 7,121 | $ | 7,642 | $ | — | $ | (487 | ) | $ | 7,155 | |||||||||||||
|
Assisted Living
|
102,680 | (106 | ) | (142 | ) | 102,432 | 102,680 | (142 | ) | — | 102,538 | |||||||||||||||||||||
|
CCRCs
|
214,999 | — | (214,999 | ) | — | 214,999 | — | (214,999 | ) | — | ||||||||||||||||||||||
|
Total
|
$ | 325,321 | $ | (140 | ) | $ | (215,628 | ) | $ | 109,553 | $ | 325,321 | $ | (142 | ) | $ | (215,486 | ) | $ | 109,693 | ||||||||||||
|
December 31, 2011
|
December 31, 2010
|
|||||||||||||||||||||||
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
|
|||||||||||||||||||
|
Community purchase options
|
$ | 147,610 | $ | (17,566 | ) | $ | 130,044 | $ | 147,782 | $ | (13,867 | ) | $ | 133,915 | ||||||||||
|
Management contracts and other
|
158,041 | (158,041 | ) | — | 158,041 | (140,463 | ) | 17,578 | ||||||||||||||||
|
Home health licenses
|
24,092 | — | 24,092 | 19,848 | — | 19,848 | ||||||||||||||||||
|
Total
|
$ | 329,743 | $ | (175,607 | ) | $ | 154,136 | $ | 325,671 | $ | (154,330 | ) | $ | 171,341 | ||||||||||
|
Year Ending December 31,
|
Future
Amortization
|
|||
|
2012
|
$ | 3,698 | ||
|
2013
|
3,698 | |||
|
2014
|
3,698 | |||
|
2015
|
3,698 | |||
|
2016
|
3,698 | |||
|
Thereafter
|
111,554 | |||
|
Total
|
$ | 130,044 | ||
|
2011
|
2010
|
|||||||
|
Notes receivable
|
$ | 20,395 | $ | 21,682 | ||||
|
Deferred costs, net
|
26,032 | 20,184 | ||||||
|
Lease security deposits
|
36,748 | 33,659 | ||||||
|
Other
|
26,759 | 23,448 | ||||||
|
Total
|
$ | 109,934 | $ | 98,973 | ||||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Mortgage notes payable due 2013 through 2020; weighted average interest rate of 5.04% in 2011, net of debt discount of $0.6 million (weighted average interest rate of 5.32% in 2010)
|
$ | 1,473,007 | $ | 1,342,931 | ||||
|
$150,000 Series A notes payable, secured by five communities and by a $3.0 million letter of credit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of interest only until August 2011 and payable in monthly installments of principal and interest through maturity in August 2013
|
148,601 | 150,000 | ||||||
|
Mortgages payable due 2012, weighted average interest rate of 5.57% in 2011 (weighted average interest rate of 5.64% in 2010), payable interest only through July 2010 and payable in monthly installments of principal and interest through original maturity in July 2012, secured by the underlying assets of the portfolio; debt was paid-off during 2011
|
— | 210,897 | ||||||
|
Discount mortgage note payable due 2013, weighted average interest rate of 2.52% in 2011, net of debt discount of $3.0 million and $4.9 million in 2011 and 2010, respectively (weighted average interest rate of 2.55% in 2010)
|
79,911 | 79,275 | ||||||
|
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae (weighted average interest rates of 1.65% and 1.73% at December 31, 2011 and 2010, respectively), due 2032, payable interest only until maturity, secured by the underlying assets of the portfolio
|
100,423 | 100,841 | ||||||
|
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.61% in 2011 (weighted average interest rate of 8.60% in 2010)
|
348,195 | 371,172 | ||||||
|
Mortgage note, bearing interest at a variable rate of LIBOR plus 0.70%, payable interest only through maturity in August 2012. The note was secured by 15 of the Company’s communities and a $11.5 million guaranty by the Company; debt was paid-off during 2011
|
— | 315,180 | ||||||
|
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $74.4 million, interest at 2.75% per annum, due June 2018
|
241,897 | — | ||||||
|
Construction financing due 2023 through 2024; weighted average interest rate of 7.0%
|
6,591 | — | ||||||
|
Total debt
|
2,398,625 | 2,570,296 | ||||||
|
Less current portion
|
47,654 | 71,676 | ||||||
|
Total long-term debt
|
$ | 2,350,971 | $ | 2,498,620 | ||||
|
Year Ending December 31,
|
Long-term
Debt
|
Capital and
Financing
Lease
Obligations
|
Total Debt
|
|||||||||
|
2012
|
$ | 33,524 | $ | 55,887 | $ | 89,411 | ||||||
|
2013
|
583,099 | 56,979 | 640,078 | |||||||||
|
2014
|
157,857 | 56,365 | 214,222 | |||||||||
|
2015
|
47,825 | 55,767 | 103,592 | |||||||||
|
2016
|
43,719 | 50,474 | 94,193 | |||||||||
|
Thereafter
|
1,262,319 | 275,798 | 1,538,117 | |||||||||
|
Total obligations
|
2,128,343 | 551,270 | 2,679,613 | |||||||||
|
Less amount representing debt discount
|
(77,913 | ) | — | (77,913 | ) | |||||||
|
Less amount representing interest (8.61%)
|
— | (203,075 | ) | (203,075 | ) | |||||||
|
Total
|
$ | 2,050,430 | $ | 348,195 | $ | 2,398,625 | ||||||
|
December 31, 2011
|
||||
|
Long-term debt
|
||||
|
Principal
|
$ | 316,250 | ||
|
Unamortized discount
|
(74,353 | ) | ||
|
Net carrying amount
|
$ | 241,897 | ||
|
Equity component, net
|
$ | 76,801 | ||
|
For the Year
Ended
December 31,
2011
|
||||
|
Coupon interest
|
$ | 4,759 | ||
|
Amortization of discount
|
4,456 | |||
|
Interest expense related to convertible notes
|
$ | 9,215 | ||
|
Current notional balance
|
$ | 177,756 | ||
|
Highest possible notional
|
$ | 177,756 | ||
|
Lowest interest rate
|
0.87 | % | ||
|
Highest interest rate
|
5.49 | % | ||
|
Average fixed rate
|
1.59 | % | ||
|
Earliest maturity date
|
2013 | |||
|
Latest maturity date
|
2016 | |||
|
Weighted average original maturity
|
3.2 years
|
|||
|
Estimated liability fair value (included in other liabilities at December 31, 2011)
|
$ | (2,809 | ) | |
|
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 281 | ||
|
Current notional balance
|
$ | 248,768 | ||
|
Highest possible notional
|
$ | 248,768 | ||
|
Lowest interest cap rate
|
5.50 | % | ||
|
Highest interest cap rate
|
6.00 | % | ||
|
Average fixed cap rate
|
5.74 | % | ||
|
Earliest maturity date
|
2012 | |||
|
Latest maturity date
|
2013 | |||
|
Weighted average original maturity
|
2.6 years
|
|||
|
Estimated asset fair value (included in other assets at December 31, 2011)
|
$ | — | ||
|
Estimated asset fair value (included in other assets at December 31, 2010)
|
$ | 157 | ||
|
2011
|
2010
|
|||||||
|
Salaries and wages
|
$ | 52,268 | $ | 49,200 | ||||
|
Insurance reserves
|
35,066 | 33,263 | ||||||
|
Vacation
|
23,565 | 21,434 | ||||||
|
Real estate taxes
|
22,690 | 21,552 | ||||||
|
Lease payable
|
9,017 | 8,704 | ||||||
|
Interest
|
7,782 | 7,358 | ||||||
|
Income taxes
|
1,919 | 1,946 | ||||||
|
Other
|
31,327 | 28,080 | ||||||
|
Total
|
$ | 183,634 | $ | 171,537 | ||||
|
For the Years Ended
December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Cash basis payment
|
$ | 270,623 | $ | 264,727 | $ | 260,590 | ||||||
|
Straight-line expense
|
8,608 | 10,521 | 15,851 | |||||||||
|
Amortization of deferred gain
|
(4,373 | ) | (4,343 | ) | (4,345 | ) | ||||||
|
Facility lease expense
|
$ | 274,858 | $ | 270,905 | $ | 272,096 | ||||||
|
Number of Shares
|
Weighted Average
Grant Date
Fair Value
|
|||||||
|
Outstanding on January 1, 2009
|
3,543 | $ | 26.29 | |||||
|
Granted
|
2,326 | $ | 9.58 | |||||
|
Vested
|
(1,321 | ) | $ | 28.62 | ||||
|
Cancelled/forfeited
|
(633 | ) | $ | 21.13 | ||||
|
Outstanding on December 31, 2009
|
3,915 | $ | 14.62 | |||||
|
Granted
|
1,341 | $ | 16.92 | |||||
|
Vested
|
(1,423 | ) | $ | 16.90 | ||||
|
Cancelled/forfeited
|
(293 | ) | $ | 15.93 | ||||
|
Outstanding on December 31, 2010
|
3,540 | $ | 14.76 | |||||
|
Granted
|
2,091 | $ | 16.20 | |||||
|
Vested
|
(1,207 | ) | $ | 16.43 | ||||
|
Cancelled/forfeited
|
(202 | ) | $ | 15.34 | ||||
|
Outstanding on December 31, 2011
|
4,222 | $ | 14.93 | |||||
|
Shares
Granted
|
Value Per Share
|
Total Value
|
||
|
Three months ended March 31, 2011
|
70 |
$21.41 - $23.45
|
$1,637
|
|
|
Three months ended September 30, 2011
|
1,957
|
|
$13.75 - $24.60
|
$31,173
|
|
Three months ended December 31, 2011
|
64
|
|
$12.54 - $16.41
|
$1,055
|
|
Total Carrying
Value at
December 31,
2011
|
Quoted prices
in active markets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant unobservable
inputs
(Level 3)
|
|||||||||||||
|
Marketable securities - restricted
|
$ | 31,721 | $ | 31,721 | $ | — | $ | — | ||||||||
|
Derivative liabilities
|
(2,809 | ) | — | (2,809 | ) | — | ||||||||||
| $ | 28,912 | $ | 31,721 | $ | (2,809 | ) | $ | — | ||||||||
|
For the Years Ended December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Federal:
|
||||||||||||
|
Current
|
$ | 631 | $ | 626 | $ | 2,795 | ||||||
|
Deferred
|
(943 | ) | 33,235 | 31,684 | ||||||||
|
Total Federal
|
(312 | ) | 33,861 | 34,479 | ||||||||
|
State:
|
||||||||||||
|
Current
|
(2,028 | ) | (2,429 | ) | (1,553 | ) | ||||||
|
Deferred (included in Federal above)
|
― | ― | ― | |||||||||
|
Total State
|
(2,028 | ) | (2,429 | ) | (1,553 | ) | ||||||
|
Total
|
$ | (2,340 | ) | $ | 31,432 | $ | 32,926 | |||||
|
For the Years Ended December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Tax benefit at U.S. statutory rate
|
$ | 23,042 | $ | 28,117 | $ | 34,713 | ||||||
|
Credits
|
4,803 | 3,354 | 2,088 | |||||||||
|
State taxes, net of federal income tax
|
1,316 | 1,634 | 3,002 | |||||||||
|
Gain on acquisition
|
791 | — | — | |||||||||
|
Unrecognized tax benefits
|
630 | 626 | 1,892 | |||||||||
|
Other, net
|
59 | (124 | ) | (75 | ) | |||||||
|
Stock compensation
|
— | (137 | ) | (5,550 | ) | |||||||
|
Valuation allowance
|
(30,489 | ) | (137 | ) | (973 | ) | ||||||
|
Return to provision
|
(1,302 | ) | 679 | 241 | ||||||||
|
Officer’s compensation
|
(760 | ) | (2,197 | ) | (2,147 | ) | ||||||
|
Meals and entertainment
|
(430 | ) | (383 | ) | (265 | ) | ||||||
|
Total
|
$ | (2,340 | ) | $ | 31,432 | $ | 32,926 | |||||
|
2011
|
2010
|
|||||||
|
Deferred income tax assets:
|
||||||||
|
Operating loss carryforwards
|
$ | 174,433 | $ | 165,617 | ||||
|
Capital lease obligations
|
62,136 | 70,407 | ||||||
|
Deferred lease liability
|
48,916 | 44,097 | ||||||
|
Prepaid revenue
|
48,587 | 48,713 | ||||||
|
Accrued expenses
|
40,422 | 46,111 | ||||||
|
Tax credits
|
20,158 | 13,548 | ||||||
|
Deferred gain on sale leaseback
|
11,581 | 13,035 | ||||||
|
Fair value of interest rate swaps
|
152 | — | ||||||
|
Total gross deferred income tax asset
|
406,385 | 401,528 | ||||||
|
Valuation allowance
|
(40,820 | ) | (10,845 | ) | ||||
|
Net deferred income tax assets
|
365,565 | 390,683 | ||||||
|
Deferred income tax liabilities:
|
||||||||
|
Property, plant and equipment
|
(454,985 | ) | (478,023 | ) | ||||
|
Fair value of interest rate swaps
|
— | (516 | ) | |||||
|
Other
|
(11,540 | ) | (10,571 | ) | ||||
|
Total gross deferred income tax liability
|
(466,525 | ) | (489,110 | ) | ||||
|
Net deferred tax liability
|
$ | (100,960 | ) | $ | (98,427 | ) | ||
|
2011
|
2010
|
|||||||
|
Deferred tax asset – current
|
$ | 11,776 | $ | 15,529 | ||||
|
Deferred tax liability – noncurrent
|
(112,736 | ) | (113,956 | ) | ||||
|
Net deferred tax liability
|
$ | (100,960 | ) | $ | (98,427 | ) | ||
|
Balance at January 1, 2011
|
$ | 1,597 | ||
|
Additions for tax positions related to the current year
|
76 | |||
|
Additions for tax positions related to prior years
|
244 | |||
|
Reductions for tax positions related to prior years
|
(478 | ) | ||
|
Balance at December 31, 2011
|
$ | 1,439 |
|
(dollars in thousands)
|
For the Years Ended
December 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Interest paid
|
$ | 125,047 | $ | 132,425 | $ | 131,347 | ||||||
|
Income taxes paid
|
$ | 2,431 | $ | 2,223 | $ | 1,682 | ||||||
|
Write-off of deferred financing costs
|
$ | 2,080 | $ | 2,878 | $ | 2,725 | ||||||
|
Acquisitions of assets, net of related payables and cash received, net:
|
||||||||||||
|
Cash and escrow deposits-restricted
|
$ | — | $ | — | $ | 1,404 | ||||||
|
Prepaid expenses and other current assets
|
— | — | 10,573 | |||||||||
|
Property, plant and equipment and leasehold intangibles
|
80,514 | 52,900 | 285,488 | |||||||||
|
Other intangible assets, net
|
4,244 | 7,963 | 1,543 | |||||||||
|
Other assets, net
|
3,955 | (2,870 | ) | 40 | ||||||||
|
Accrued expenses
|
(31 | ) | (45 | ) | ― | |||||||
|
Other liabilities
|
— | — | (2,900 | ) | ||||||||
|
Long-term debt and capital and financing lease obligations
|
— | — | (92,011 | ) | ||||||||
|
Net
|
$ | 88,682 | $ | 57,948 | $ | 204,137 | ||||||
|
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired:
|
||||||||||||
|
Property, plant and equipment and leasehold intangibles, net
|
$ | 8,132 | $ | — | $ | — | ||||||
|
Cash and escrow deposits—restricted
|
10,702 | — | — | |||||||||
|
Accounts receivable, net
|
2,479 | — | — | |||||||||
|
Long-term debt, less current portion
|
(1,821 | ) | — | — | ||||||||
|
Accrued expenses
|
(15,141 | ) | — | — | ||||||||
|
Other liabilities
|
(6,347 | ) | — | — | ||||||||
|
Common Stock
|
(1 | ) | — | — | ||||||||
|
Additional paid-in-capital
|
(1,537 | ) | — | — | ||||||||
|
Accumulated earnings
|
(1,982 | ) | — | — | ||||||||
|
Net
|
$ | (5,516 | ) | $ | — | $ | — | |||||
|
Reclassification of other intangibles, net
|
$ | — | $ | — | $ | 141 | ||||||
|
Reinvested income on marketable securities - restricted
|
$ | $1,426 | $ | — | $ | — | ||||||
|
Supplemental Schedule of Noncash Operating, Investing and Financing Activities:
|
||||||||||||
|
De-consolidation of leased development property:
|
||||||||||||
|
Property, plant and equipment and leasehold intangibles, net
|
$ | ― | $ | ― | $ | (3,887 | ) | |||||
|
Long-term debt
|
― | ― | 3,887 | |||||||||
|
Net
|
$ | — | $ | — | $ | ― | ||||||
|
Capital leases:
|
||||||||||||
|
Property, plant and equipment and leasehold intangibles, net
|
$ | ― | $ | 5,791 | $ | 18,236 | ||||||
|
Long-term debt
|
― | (5,791 | ) | (18,236 | ) | |||||||
|
Net
|
$ | — | $ | — | $ | — |
|
Year Ending December 31,
|
Operating
Leases
|
|||
|
2012
|
$ | 284,492 | ||
|
2013
|
282,889 | |||
|
2014
|
262,725 | |||
|
2015
|
253,516 | |||
|
2016
|
250,393 | |||
|
Thereafter
|
814,792 | |||
|
Total
|
$ | 2,148,807 | ||
|
For the Years Ended December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Revenue
(1)
:
|
||||||||||||
|
Retirement Centers
|
$ | 526,207 | $ | 530,161 | $ | 496,744 | ||||||
|
Assisted Living
|
1,063,155 | 1,023,785 | 925,917 | |||||||||
|
CCRCs
|
702,395 | 653,727 | 593,688 | |||||||||
|
Management Services
(2)
|
166,161 | 72,862 | 83,925 | |||||||||
| $ | 2,457,918 | $ | 2,280,535 | $ | 2,100,274 | |||||||
|
Segment Operating Income
(3)
:
|
||||||||||||
|
Retirement Centers
|
$ | 212,828 | $ | 218,816 | $ | 213,608 | ||||||
|
Assisted Living
|
367,691 | 361,926 | 324,969 | |||||||||
|
CCRCs
|
202,667 | 189,001 | 175,495 | |||||||||
|
For the Years Ended December 31,
|
||||||||||||
|
2011
|
2010
|
2009
|
||||||||||
|
Management Services
|
9,517 | 3,914 | 4,703 | |||||||||
| 792,703 | 773,657 | 718,775 | ||||||||||
|
General and administrative (including non-cash stock-based compensation expense)
(4)
|
144,249 | 130,032 | 132,848 | |||||||||
|
Facility lease expense
|
274,858 | 270,905 | 272,096 | |||||||||
|
Depreciation and amortization:
|
||||||||||||
|
Retirement Centers
|
60,780 | 62,510 | 52,258 | |||||||||
|
Assisted Living
|
83,275 | 92,914 | 83,144 | |||||||||
|
CCRCs
|
86,051 | 86,266 | 80,594 | |||||||||
|
Corporate and Management Services
|
38,400 | 50,651 | 55,939 | |||||||||
|
(Gain) loss on sale of communities, net
|
— | (3,298 | ) | 2,043 | ||||||||
|
Asset impairment
|
16,892 | 13,075 | 10,073 | |||||||||
|
Gain on acquisition
|
(1,982 | ) | ― | ― | ||||||||
|
Facility lease termination expense
|
— | 4,608 | ― | |||||||||
|
Income from operations
|
$ | 90,180 | $ | 65,994 | $ | 29,780 | ||||||
|
Total interest income:
|
||||||||||||
|
Retirement Centers
|
$ | 311 | $ | 19 | $ | 55 | ||||||
|
Assisted Living
|
18 | 17 | 41 | |||||||||
|
CCRCs
|
2,298 | 970 | 870 | |||||||||
|
Corporate and Management Services
|
911 | 1,232 | 1,388 | |||||||||
| $ | 3,538 | $ | 2,238 | $ | 2,354 | |||||||
|
Total interest expense:
|
||||||||||||
|
Retirement Centers
|
$ | 28,444 | $ | 35,222 | $ | 31,837 | ||||||
|
Assisted Living
|
58,453 | 63,591 | 58,855 | |||||||||
|
CCRCs
|
35,640 | 38,871 | 33,326 | |||||||||
|
Corporate and Management Services
|
19,641 | 8,038 | 10,591 | |||||||||
| $ | 142,178 | $ | 145,722 | $ | 134,609 | |||||||
|
Total expenditures for property, plant and equipment, and leasehold intangibles:
|
||||||||||||
|
Retirement Centers
|
$ | 46,344 | $ | 23,079 | $ | 11,949 | ||||||
|
Assisted Living
|
44,329 | 24,911 | 13,142 | |||||||||
|
CCRCs
|
37,325 | 28,729 | 81,720 | |||||||||
|
Corporate and Management Services
|
32,133 | 16,962 | 10,642 | |||||||||
| $ | 160,131 | $ | 93,681 | $ | 117,453 | |||||||
|
As of December 31,
|
||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
|
Total assets:
|
||||||||||||
|
Retirement Centers
|
$ | 1,061,815 | $ | 1,132,934 | $ | 1,109,806 | ||||||
|
Assisted Living
|
1,463,198 | 1,433,123 | 1,519,760 | |||||||||
|
CCRCs
|
1,563,004 | 1,632,755 | 1,690,121 | |||||||||
|
Corporate and Management Services
|
378,044 | 331,658 | 330,192 | |||||||||
| $ | 4,466,061 | $ | 4,530,470 | $ | 4,649,879 | |||||||
|
(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 operating expenses (excluding depreciation and amortization).
|
|
(4)
|
Net of general and administrative costs allocated to management services reporting segment.
|
|
For the Quarters Ended
|
||||||||||||||||
|
March 31,
2011
|
June 30,
2011
|
September 30,
2011
|
December 31,
2011
|
|||||||||||||
|
Revenues
|
$ | 586,920 | $ | 583,299 | $ | 615,728 | $ | 671,971 | ||||||||
|
Income from operations
(1)
|
12,000 | 28,863 | 29,505 | 19,812 | ||||||||||||
|
Loss before income taxes
|
(23,459 | ) | (21,231 | ) | (6,523 | ) | (14,622 | ) | ||||||||
|
Net loss
|
(12,305 | ) | (33,959 | ) | (7,036 | ) | (14,875 | ) | ||||||||
|
Weighted average basic and diluted loss per share
|
$ | (0.10 | ) | $ | (0.28 | ) | $ | (0.06 | ) | $ | (0.12 | ) | ||||
|
Weighted average shares used in computing basic and diluted loss per share
|
120,792 | 121,280 | 121,616 | 120,951 | ||||||||||||
|
For the Quarters Ended
|
||||||||||||||||
|
March 31,
2010
|
June 30,
2010
|
September 30,
2010
|
December 31,
2010
|
|||||||||||||
|
Revenues
|
$ | 561,004 | $ | 565,518 | $ | 575,789 | $ | 578,224 | ||||||||
|
Income from operations
(1)
|
15,838 | 23,744 | 8,640 | 17,772 | ||||||||||||
|
Loss before income taxes
|
(21,673 | ) | (14,886 | ) | (28,734 | ) | (15,040 | ) | ||||||||
|
Net loss
|
(14,295 | ) | (9,557 | ) | (16,913 | ) | (8,136 | ) | ||||||||
|
Weighted average basic and diluted loss per share
|
$ | (0.12 | ) | $ | (0.08 | ) | $ | (0.14 | ) | $ | (0.07 | ) | ||||
|
Weighted average shares used in computing basic and diluted loss per share
|
119,315 | 119,721 | 120,404 | 120,580 | ||||||||||||
|
(1)
|
Fourth quarter 2011 and 2010 results include non-cash impairment charges of $2.0 million and $13.1 million, respectively. First quarter 2011 results include non-cash impairment charges of $14.8 million.
|
|
Additions
|
||||||||||||||||||||||||
|
Description
|
Balance at
beginning of
period
|
Charged to
costs and
expenses
|
Charged
to other
accounts
|
Acquisitions
|
Deductions
|
Balance
at
end of
period
|
||||||||||||||||||
|
Allowance for Doubtful Accounts:
|
||||||||||||||||||||||||
|
Year ended December 31, 2009
|
$ | 14,482 | $ | 14,349 | $ | 772 | $ | — | $ | (15,696 | ) | $ | 13,907 | |||||||||||
|
Year ended December 31, 2010
|
$ | 13,907 | $ | 13,816 | $ | 179 | $ | — | $ | (13,438 | ) | $ | 14,464 | |||||||||||
|
Year ended December 31, 2011
|
$ | 14,464 | $ | 16,796 | $ | 1,817 | $ | — | $ | (16,105 | ) | $ | 16,972 | |||||||||||
|
Deferred Tax Valuation Account:
|
||||||||||||||||||||||||
|
Year ended December 31, 2009
|
$ | 9,735 | $ | — | $ | 973 | (1) | $ | — | $ | — | $ | 10,708 | |||||||||||
|
Year ended December 31, 2010
|
$ | 10,708 | $ | — | $ | 137 | (2) | $ | — | $ | — | $ | 10,845 | |||||||||||
|
Year ended December 31, 2011
|
$ | 10,845 | $ | 29,348 | (3) | $ | 1,141 | (4) | $ | — | $ | (514 | ) (5) | $ | 40,820 | |||||||||
|
(1)
|
Adjustment to valuation allowance for state net operating losses of $264. Establishment of valuation allowance against state tax credits of $709.
|
|
(2)
|
Adjustment to valuation allowance for state net operating losses of $137.
|
|
(3)
|
Adjustment to valuation allowance for federal net operating losses and federal credits of $22,940 and $6,408, respectively.
|
|
(4)
|
Adjustment to valuation allowance for state net operating losses of $1,141.
|
|
(5)
|
Adjustment to valuation allowance for state credits of $514.
|
|
Plan category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
(1)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
(2)
|
|||||||||
|
Equity compensation plans approved by security holders
(3)
|
— | — | 4,264,882 | |||||||||
|
Equity compensation plans not approved by security holders
(4)
|
— | — | 87,016 | |||||||||
|
Total
|
— | — | 4,351,898 | |||||||||
|
|
(1)
|
In addition to options, warrants, and rights, our Omnibus Stock Incentive Plan allows awards to be made in the form of shares of restricted stock, restricted stock units or other forms of equity-based compensation. As of December 31, 2011, 4,221,598 shares of unvested restricted stock and 200,000 restricted stock units issued under our Omnibus Stock Incentive Plan were outstanding. Such shares and restricted stock units are not reflected in the table above.
|
|
|
(2)
|
The number of shares remaining available for future issuance under equity compensation plans approved by security holders consists of 3,144,901 shares remaining available for future issuance under our Omnibus Stock Incentive Plan and 1,119,981 shares remaining available for future issuance under our Associate Stock Purchase Plan.
|
|
|
(3)
|
Under the terms of our Omnibus Stock Incentive Plan, the number of shares reserved and available for issuance will increase annually each January 1 by an amount equal to the lesser of (1) 400,000 shares or (2) 2% of the number of outstanding shares of our common stock on the last day of the immediately preceding fiscal year. Under the terms of our Associate Stock Purchase Plan, the number of shares reserved and available for issuance will automatically increase by 200,000 shares on the first day of each calendar year beginning January 1, 2010.
|
|
|
(4)
|
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing compensation program for the members of our Board of Directors, each non-affiliated director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1,
|
|
|
|
October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the previous trading day’s closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.
|
|
Ite
m 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
|
Ite
m 14.
|
Principal Accounting Fees and Services.
|
|
Ite
m 15.
|
Exhibits and Financial Statement Schedules.
|
|
|
1)
|
Our Audited Consolidated Financial Statements
|
|
|
Balance Sheets as of December 31, 2011 and 2010
|
|
|
Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009
|
|
|
Statements of Stockholders’ Equity for the Years Ended December 31, 2011, 2010 and 2009
|
|
|
Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
|
2)
|
Exhibits – See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.
|
|
BROOKDALE SENIOR LIVING INC.
|
|||
|
By:
|
/s/ W.E. Sheriff
|
||
|
Name:
|
W.E. Sheriff
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Date:
|
February 28, 2012
|
||
|
Signature
|
Title
|
Date
|
|
/s/ Wesley R. Edens
|
Chairman of the Board
|
February 28, 2012
|
|
Wesley R. Edens
|
||
|
/s/ W.E. Sheriff
|
Chief Executive Officer and Director
|
February 28, 2012
|
|
W.E. Sheriff
|
||
|
/s/ Mark W. Ohlendorf
|
Co-President and Chief Financial Officer
|
February 28, 2012
|
|
Mark W. Ohlendorf
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ Frank M. Bumstead
|
Director
|
February 28, 2012
|
|
Frank M. Bumstead
|
||
|
/s/ Jackie M. Clegg
|
Director
|
February 28, 2012
|
|
Jackie M. Clegg
|
||
|
/s/ Jeffrey R. Leeds
|
Director
|
February 28, 2012
|
|
Jeffrey R. Leeds
|
||
|
/s/ Randal A. Nardone
|
Director
|
February 28, 2012
|
|
Randal A. Nardone
|
||
|
/s/ Mark J. Schulte
|
Director
|
February 28, 2012
|
|
Mark J. Schulte
|
||
|
/s/ James R. Seward
|
Director
|
February 28, 2012
|
|
James R. Seward
|
||
|
/s/ Samuel Waxman
|
Director
|
February 28, 2012
|
|
Samuel Waxman
|
|
Exhibit No.
|
Description
|
|
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).
|
|
3.2
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 19, 2010).
|
|
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) (No. 333-127372) filed on November 7, 2005).
|
|
4.2
|
Stockholders Agreement, dated as of November 28, 2005, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Brookdale Acquisition LLC, Fortress Investment Trust II and Health Partners (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 31, 2006).
|
|
4.3
|
Amendment No. 1 to Stockholders Agreement, dated as of July 25, 2006, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Registered Investment Trust, Fortress Brookdale Investment Fund LLC, FRIT Holdings LLC, and FIT Holdings LLC (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2006).
|
|
4.4
|
Amendment Number Two to Stockholders Agreement, dated as of November 4, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2009).
|
|
4.5
|
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).
|
|
4.6
|
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).
|
|
4.7
|
Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.6).
|
|
10.1
|
Consent to Change of Control and Third Amendment to Master Lease, dated April 1, 2006, by and between Health Care Property Investors, Inc., Texas HCP Holding, L.P., ARC Richmond Place Real Estate Holdings, LLC, ARC Holland Real Estate Holdings, LLC, ARC Sun City Center Real Estate Holdings, LLC, and ARC LaBarc Real Estate Holdings, LLC, on the one hand, and Fort Austin Limited Partnership, ARC Santa Catalina, Inc., ARC Richmond Place, Inc., Freedom Village of Holland, Michigan, Freedom Village of Sun City Center, Ltd., LaBarc, L.P. and Park Place Investments, LLC, on the other hand, and ARCPI Holdings, Inc. and American Retirement Corporation (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2006).
|
|
10.2
|
Second Amended and Restated Master Lease Agreement, dated as of April 7, 2006, among Health Care REIT, Inc., HCRI North Carolina Properties III, Limited Partnership, HCRI Tennessee Properties, Inc., HCRI Indiana Properties, LLC, HCRI Wisconsin Properties, LLC, and HCRI Texas Properties, Ltd., and Alterra Healthcare Corporation (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 (No. 333-135030) filed on June 14, 2006).
|
|
10.3.1
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting; No Dividends) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
|
10.3.2
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting; With Dividends) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
|
10.3.3
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Performance/Time-Vesting; With Dividends) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
|
10.3.4
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Performance/Time-Vesting; No Dividends) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2007).*
|
|
10.4
|
Separation Agreement and General Release, dated February 7, 2008, between Brookdale Senior Living Inc. and Mark J. Schulte (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2008).*
|
|
10.5
|
Brookdale Senior Living Inc. Associate Stock Purchase Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2008).*
|
|
10.6.1
|
Second Amended and Restated Credit Agreement, dated as of February 27, 2009,
among Brookdale Senior Living Inc., certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
|
10.6.2
|
Pledge Agreement, dated as of February 27, 2009, among Brookdale Senior Living Inc., certain of its subsidiaries, and Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
|
10.6.3
|
Security Agreement, dated as of February 27, 2009, among certain subsidiaries of Brookdale Senior Living Inc. and Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 2, 2009)
.
|
|
10.6.4
|
First Amendment, dated as of June 1, 2009, to the Second Amended and Restated Credit Agreement, dated as of February 27, 2009, among the Company, certain of its subsidiaries, the several lenders parties thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2009).
|
|
10.7
|
Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated effective June 23, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 23, 2009).*
|
|
10.8
|
Employment Agreement, dated as of June 23, 2009, by and between Brookdale Senior Living Inc. and W.E. Sheriff (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2009).*
|
|
10.9
|
Restricted Stock Unit Agreement, dated as of June 23, 2009, by and between Brookdale Senior Living Inc. and W.E. Sheriff (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 26, 2009).*
|
|
10.10
|
Summary of Brookdale Senior Living Inc. Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (No. 333-160354) filed on June 30, 2009).*
|
|
10.11
|
First Amendment to Brookdale Senior Living Inc. Omnibus Stock Incentive Plan, as amended and restated, effective as of October 30, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2009).*
|
|
10.12.1
|
Credit Agreement, dated as of February 23, 2010, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on February 26, 2010).
|
|
10.12.2
|
First Amendment, dated as of May 5, 2010, to the Credit Agreement, dated as of February 23, 2010, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010).
|
|
10.13
|
Form of Severance Letter and Brookdale Senior Living Inc. Severance Pay Policy, Tier I (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010).*
|
|
10.14
|
Amended and Restated Credit Agreement, dated as of January 31, 2011, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 4, 2011).
|
|
10.15
|
First Amendment, dated as of February 23, 2011, to Amended and Restated Credit Agreement, dated as of January 31, 2011, among certain subsidiaries of Brookdale Senior Living Inc., General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on February 28, 2011).
|
|
10.16
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 28, 2011).*
|
|
10.17
|
Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.18
|
Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 8, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.19
|
Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.20
|
Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.21
|
Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.22
|
Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 8, 2011 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.23
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.24
|
Additional Issuer Warrant Transaction Confirmation between the Company and Bank of America, N.A., dated as of June 15, 2011 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.25
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.26
|
Additional Issuer Warrant Transaction Confirmation between the Company and JPMorgan Chase Bank, National Association, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.27
|
Additional Convertible Bond Hedge Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.28
|
Additional Issuer Warrant Transaction Confirmation between the Company and Royal Bank of Canada, dated as of June 15, 2011 (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
|
|
10.29
|
Master Credit Facility Agreement, dated as of July 29, 2011, by and among various subsidiaries of Brookdale Senior Living Inc. and Oak Grove Commercial Mortgage, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 4, 2011).
|
|
10.30
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2011).*
|
|
10.31
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (Time-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2011).*
|
|
10.32
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Committee Members) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2011).*
|
|
10.33
|
Form of Restricted Share Agreement under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (2011 Performance-Vesting Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2011).*
|
|
21
|
Subsidiaries of the Registrant.
|
|
23
|
Consent of Ernst & Young LLP.
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
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XBRL Instance Document.**
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101.SCH
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XBRL Taxonomy Extension Schema Document.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.**
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101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.**
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*
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Management Contract or Compensatory Plan
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**
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Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|