UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 20192021
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Commission File Number 001-32641
BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Incorporation or Organization) | ||
| Delaware | 20-3068069 | |||||||
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) | |||||||
| 111 Westwood Place, | Suite 400, | Brentwood, | Tennessee | 37027 | ||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant's telephone number including area code | (615) | 221-2250 | ||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 Par Value Per Share | BKD | New York Stock Exchange | ||||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x☒
No ¨
No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ¨ | |||||||||||||||||||
| Smaller reporting company | ☐ | |||||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x☒
The aggregate market value of common stock held by non-affiliates of the registrant on June 28, 2019,30, 2021, the last business day of the registrant's most recently completed second fiscal quarter was approximately $1.4$1.5 billion. The market value calculation was determined using a per share price of $7.21,$7.90, the price at which the registrant's common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation only, shares held by non-affiliates excludes only those shares beneficially owned by the registrant's executive officers, directors and stockholders owning 10% or more of the Company's outstanding common stock.
As of February 14, 2020, 184,260,60911, 2022, 185,580,549 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares)stock and restricted stock units).
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant's Definitive Proxy Statement relating to its 20202022 Annual Meeting of Stockholders or an amendment to this Form 10-K, to be filed with the SEC within 120 days of December 31, 2019,2021, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
BROOKDALE SENIOR LIVING INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2019
2021
| PAGE | ||||||||
| PART I | ||||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 1B | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| PART II | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
| Item 7 | ||||||||
| Item 7A | ||||||||
| Item 8 | ||||||||
| Item 9 | ||||||||
| Item 9A | ||||||||
| Item 9B | ||||||||
| Item 9C | ||||||||
| PART III | ||||||||
| Item 10 | ||||||||
| Item 11 | ||||||||
| Item 12 | ||||||||
| Item 13 | ||||||||
| Item 14 | ||||||||
| PART IV | ||||||||
| Item 15 | ||||||||
| Item 16 | ||||||||
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this Annual Report on Form 10-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the impacts of the COVID-19 pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us on our business, results of operations, cash flow, revenue, expenses, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease, the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets, the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups, government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand, the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19, changes in the acuity levels of our new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in our communities, the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses, potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions, the impact of COVID-19 on our ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents, increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants, increased enforcement actions resulting from COVID-19, government action that may limit our collection or discharge efforts for delinquent accounts, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact of ongoing healthcare reform efforts; the effects of senior housing construction and development, oversupply,lower industry occupancy (including due to the pandemic), and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease, including due to the pandemic; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of other contagious disease in the markets in which we operate; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of our indebtedness and long-term leases on our liquidity; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of our borrowing base calculationsindebtedness and long-term leases on our liquidity and our consolidated fixed charge coverage ratio on availability underability to operate our revolving credit facility; the potential phasing out of LIBOR which maybusiness; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, personnel,associates (including due to the pandemic or general labor market conditions), wage pressures resulting from increased competition, low unemployment
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levels, minimum wage increases and changes in overtime laws, and union activity; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our inability to achieve or maintain profitability; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; our ability to obtain additional capital on terms acceptable to us; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; delays in obtaining regulatory approvals; terminations, early or otherwise, or non-renewal of management agreements; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease; departures of key officers and potential disruption caused by changes in management; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; actions of activist stockholders, including a proxy contest; market conditions and capital allocation decisions that may influence our determination from time to time whether to purchase any shares under our existing share repurchase program and our ability to fund any repurchases; our ability to maintain consistent quality control; a decrease in the overall demand for senior housing; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us;us, including class action and stockholder derivative complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; changes in, or our failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which we operate; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Annual Report on Form 10-K. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
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PART I
Item 1. Business
Unless otherwise specified, references to "Brookdale," "we," "us," "our," or "the Company" in this Annual Report on Form 10-K mean Brookdale Senior Living Inc. together with its consolidated subsidiaries.
Our Business
Strategy
Our goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. We believe there are significant opportunitiesBrookdale continues to deliver stockholder value asbe driven by its mission—to enrich the lives of those we executeserve with compassion, respect, excellence, and integrity. During this pandemic recovery phase, we have continued to focus on the health and wellbeing of our strategy to achieve this goal.residents and associates and "Winning the Recovery, Faster" by providing high quality care and personalized service. We continue to execute our core operational strategy that we initiated in early 2018, and we believe successful execution on thatthis strategy provides the best opportunity for us to create attractive long-term stockholder value. During this recovery phase, we are focused on priorities that will position us for growth and take advantage of positive trends in demographics, customer preferences, and lower new supply in the industry. Our key strategic priorities are as follows.
•Attract, engage, develop, and retain the best associates. Brookdale’s culture is based on servant leadership. We have supplementedbelieve engaged associates lead to an enhanced resident experience, higher retention, and ultimately improved operations that drives accelerated growth. Through this strategic priority, we intend to diversify and optimize our operational strategy with initiatives intended to complementrecruiting plans and enhance our core operational efforts and to position usalready compelling value proposition for futureour associates in the areas of compensation, leadership, career growth, and success asmeaningful work.
•Get every available room in service at the best profitable rate. We believe that we encounter changesprovide highly valuable services to seniors, and trendswe continue to strive to expand the number of seniors we serve through increasing our occupancy levels, while remaining focused on driving rate and improving margin. With this strategic priority, we intend to ensure all communities are appropriately priced within their market. Through our targeted sales and marketing efforts, we plan to drive increased move-ins through enhanced outreach with impactful points of differentiation based on quality, a portfolio of choices, and personalized service delivered by caring and engaged associates.
•Earn resident and family trust and satisfaction by providing valued high quality care and personalized service. We believe that earning the trust of our residents and their families will allow us to build relationships that create passionate advocates and generate referrals. We intend to create a consistent high quality experience for residents, including through the implementation and execution of our high quality clinical, operational, and resident engagement programs. We are a learning organization that uses multiple tools to obtain feedback from residents, their families, and our associates to improve our services to meet the changing needs of residents.
The above three priorities are intended to provide long-term returns to our stockholders by focusing on growing RevPAR, Adjusted EBITDA, and cash flow.
Strategic innovation also continues to be an important factor for our long-term growth. We are piloting programs in demographics, technology,several areas and, in the future, plan to roll out initiatives to further accelerate our growth. We plan to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, where opportunities arise, pursue development, investment, and acquisition opportunities.
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•Enhance Healthcare and Wellness. Our vision is to enable those we serve to live well by offering our residents a high-quality healthcare and wellness platform. We believe Brookdale is uniquely positioned to be a key participant and partner in the value-based healthcare ecosystem. Our initiatives include piloting redesigned delivery of clinical care within assisted living communities and embedding technology-enabled care management capabilities, in order to better align our communities with payors, providers, and healthcare delivery methods.systems. We are also piloting the expansion of our private duty services business to serve those living outside of our communities. We believe the successful execution of these initiatives will improve resident health and wellbeing and drive incremental revenue by increasing move-ins and extending residents' average length of stay resulting in increased occupancy.
•Drive Innovation and Leverage Technology. We are engaged in a variety of innovation initiatives and over time plan to pilot and test new ideas, technologies, and operating models in order to enhance our residents' engagement and experience, improve outcomes, and increase average length of stay and occupancy. With our technology platform, we also expect to identify solutions to reduce complexity, increase productivity, lower costs, and increase our ability to collaborate with third parties.
•Grow and Improve Our refined strategy is focusedSenior Living Portfolio. As we emerge from the pandemic, we intend to (i) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (ii) execute an ongoing capital recycling program through acquiring leased communities and exiting non-strategic or underperforming owned assets or leases when possible, and (iii) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities. We will also continue to invest in our development capital expenditures program through which we expand, renovate, reposition, and redevelop selected existing senior living communities where economically advantageous.
We believe that our successful execution on these priorities:
Recent Developments
The COVID-19 pandemic significantly disrupted the senior living industry and our business beginning in March 2020. We expect the impact of this disruption to continue into 2023. The health and wellbeing of our residents and associates has been and continues to be our highest priority. Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. By staying up to date with COVID-19 vaccines, our residents can generally mitigate their risk of becoming severely ill from COVID-19 infection. Since launching our core operational strategy in February 2018,COVID-19 vaccines received emergency use authorization, we have executedworked diligently to ensure our residents have access to vaccines, including completing at least three initial vaccine clinics and at least one booster vaccine clinic for all of our communities. As of January 31, 2022, our resident vaccine acceptance rate was above 95%.
Community Response. Our COVID-19 response efforts center on infection prevention and control protocols, including following requirements and guidance of federal, state, and local governments and agencies, including the U.S. Centers for Disease Control and Prevention ("CDC") and U.S. Centers for Medicare & Medicaid Services ("CMS"). We have enhanced and reinforced training our associates in such protocols and continue to actively monitor government requirements and guidance and adapt our policies, procedures, and response efforts when applicable. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction.
We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins.
During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.
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Vaccine Update. In December 2020, the U.S. Food and Drug Administration ("FDA") authorized COVID-19 vaccines for emergency use, and we initiated our first vaccine clinic a week after such authorization. By April 9, 2021, we facilitated at least three rounds of COVID-19 vaccine clinics at all of our communities through the Pharmacy Partnership for Long-Term Care Program offered through the CDC. As of January 31, 2022, our resident vaccine acceptance rate was above 95%. By November 2021, the CDC recommended that all adults receive a vaccine booster dose. We have completed at least one booster vaccine clinic for all of our communities. In the second half of 2021, we adopted a policy requiring our associates to be vaccinated against COVID-19, subject to certain exceptions necessary to comply with applicable federal, state, and local laws.
Rebuilding Occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the COVID-19 Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), senior housing occupancy increased 220 basis points from the first quarter to the fourth quarter of 2021 for stabilized portfolios. Our weighted average consolidated senior housing occupancy increased 390 basis points during such period. The table below sets forth our consolidated occupancy trend during the pandemic.
| Q1 2020 | Q2 2020 | Q3 2020 | Q4 2020 | Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | |||||||||||||||||||
| Weighted average | 83.2 | % | 78.7 | % | 75.3 | % | 72.7 | % | 69.6 | % | 70.5 | % | 72.5 | % | 73.5 | % | ||||||||||
| Quarter end | 82.2 | % | 77.8 | % | 75.0 | % | 71.5 | % | 70.6 | % | 72.6 | % | 74.2 | % | 74.5 | % | ||||||||||
| Jan 2021 | Feb 2021 | Mar 2021 | Apr 2021 | May 2021 | Jun 2021 | Jul 2021 | Aug 2021 | Sep 2021 | Oct 2021 | Nov 2021 | Dec 2021 | Jan 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average | 70.0 | % | 69.4 | % | 69.4 | % | 69.9 | % | 70.5 | % | 71.2 | % | 72.0 | % | 72.5 | % | 73.0 | % | 73.3 | % | 73.5 | % | 73.6 | % | 73.4 | % | ||||||||||||||||||||||||||||||||||||
| Month end | 70.4 | % | 70.1 | % | 70.6 | % | 71.1 | % | 71.6 | % | 72.6 | % | 73.3 | % | 73.7 | % | 74.2 | % | 74.5 | % | 74.3 | % | 74.5 | % | 74.2 | % | ||||||||||||||||||||||||||||||||||||
We began to experience our typical seasonality pattern in January 2022. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels.
Revenue and Expense Impacts. In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. Estimated lost resident fee revenue for 2021 includes $328.0 million in our consolidated senior housing portfolio and $51.0 million in our former Health Care Services segment.
In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.
Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.
•During the years ended December 31, 2021 and 2020, we accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, we applied for the Phase 4 general distribution from the Provider Relief Fund. We expect to receive the Phase 4 general distribution during the first half of 2022. We intend to pursue any additional funding that may become
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available. There can be no assurance that we will qualify for, or receive, such future grants in the amount we expect, that additional restrictions on the initiativepermissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which we qualify.
•During the year ended December 31, 2020, we received $87.5 million under the Accelerated and Advance Payment Program administered by CMS, $75.2 million of which related to optimize our community portfolioformer Health Care Services segment and $12.3 million of which related to our CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the advanced payments were recouped. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $63.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture (as defined below). As of December 31, 2021, the outstanding balance of advanced payments related to our CCRCs segment was $3.1 million, for which we expect recoupment during 2022.
•During the year ended December 31, 2020, we deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through dispositionsDecember 31, 2020 pursuant to the CARES Act. Pursuant to the sale of owned80% of our equity in our Health Care Services segment, $9.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021, we paid $31.6 million of the retained deferred amount and leasedthe remaining deferred amount of $31.6 million is due December 31, 2022.
•We were eligible to claim the employee retention credit for certain of our associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, we recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income, for which we have received $3.4 million in cash as of December 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, credits in the amount or on the timing we expect.
In addition to the grants described above, during the years ended December 31, 2021 and 2020, we received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources.
We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and restructuring leases. We undertook this initiativeour ability to simplifyadapt our sales and streamlinemarketing efforts to meet that demand; the impact of COVID-19 on our business, increaseresidents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the quality and durabilityacuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow improve our liquidity, reduceto cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease leverage,documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and increaseassociates and provision of test kits to our ownershiphealth plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.
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Community Labor
We continue to experience pressures associated with the intensely competitive labor environment, which during 2021 included increased associate turnover, difficulty in timely filling open positions, and increasing wages. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive. We seek to ensure that our communities are staffed with full and part-time associates and our use of more expensive contract labor and overtime has increased to cover open positions. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in increases in the cost of contract labor. Our labor expense in our consolidatedsame community portfolio. Such activities includedportfolio increased 2.6% in 2021 from 2020, and we expect that our transactions with Ventas, Inc. ("Ventas") and Welltower Inc. ("Welltower") announced during 2018 and our transactions with Healthpeak Properties, Inc. ("Healthpeak") (f/k/same community labor expense will grow at a HCP, Inc.) announced on October 1, 2019.
Resident Fee Rates
The rates charged at communities are highly dependent on local market conditions and the competitive environment in which the communities operate. Substantially all of our private pay senior housing residency agreements allow for adjustments in the monthly rate payable on 90 or fewer days’ notice which enables us to seek increases in monthly rates due to inflation or other factors. Increases for level of care changes or additional services are typically allowed immediately upon notice of the change. Generally, we have increased our monthly rates, including rates for care and other lease restructuring, expiration and termination activity, and other transactions, sinceservices, for private pay residents on an annual basis beginning January 1 2018each year. We have recently made the annual rate adjustment for our in-place private pay residents, which was higher than our typical annual rate adjustment. Such adjustment reflects our increased costs associated with additional efforts to serve and care for our residents during the pandemic, the current inflationary environment, and the intensely competitive labor environment. The rate adjustment could result in a decrease in occupancy in our communities, and any use of promotional or other discounting would offset a portion of such rate adjustments in our RevPAR and RevPOR results. In addition, the rate adjustment may not be sufficient to offset our increased costs.
Liquidity
During 2021, we received net cash proceeds of $347.6 million pursuant to the sale of 80% of our equity in our Health Care Services segment and the resulting HCS Venture's subsequent sale of certain agencies to LHC Group Inc. On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of our common stock. During the three months ended December 31, 2021, we repaid a $45.0 million note payable and $284.4 million of mortgage debt, including $143.0 million of mortgage debt on 11 communities for which we obtained $100.0 million of debt secured by non-recourse first mortgages. Such repayments represented substantially all of our remaining 2022 maturities. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" for more information about the transactions.
As of December 31, 2021, our total liquidity was $536.8 million, consisting of $347.0 million of unrestricted cash and cash equivalents, $182.4 million of marketable securities, and $7.4 million of availability on our secured credit facility. We continue to seek opportunities to preserve and enhance our liquidity, including through February 1, 2020 we have:
Transaction Activity
Sale of Health Care Services
On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to affiliates of HCA Healthcare, Inc. ("HCA Healthcare") for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Securities Purchase Agreement (the "Purchase Agreement") dated February 24, 2021, including a reduction for the
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remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "HCS Sale"). We received net cash proceeds of $312.6 million, including $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, we retained a 20% equity interest in the venture with HCA Healthcare ("HCS Venture").
The results and financial position of the Health Care Services segment were deconsolidated from our consolidated financial statements as of July 1, 2021 and our 20% equity interest in the HCS Venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, we recognized a $100.0 million asset within investment in unconsolidated ventures on our consolidated balance sheet for the estimated fair value of our retained 20% noncontrolling interest in the HCS Venture. We recognized a $286.5 million gain on sale, net of transaction costs, within our consolidated statement of operations for the year ended December 31, 2021 for the HCS Sale. Refer to Note 21 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for selected financial data for the Health Care Services segment through June 30, 2021.
On November 1, 2021, the HCS Venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare to LHC Group Inc. Upon the completion of the sale, we received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which decreased our investment in unconsolidated ventures. We continue to own a 20% equity interest in the remaining HCS Venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.
Community Transactions
During 2021, we continued execution on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases. Such activities during 2021 included the sale of three largest lessors;
two communities. Additionally, we have reduced our management of communities on behalf of former unconsolidated ventures and third parties.parties, representing a net reduction of 42 managed communities during the year. See "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Note 4 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for more information about the transactions.
As of February 1, 2020,December 31, 2021, we owned 356347 communities, representing a majority of our consolidated community portfolio, leased 299 communities, and leased 307managed 33 communities. We also managed 77 communities on behalf of third parties and three communities for which we have an equity interest. The charts below show the foregoing changes in our portfolio from January 1, 2018 to February 1, 2020.
During the remainder of the year endingended December 31, 2020,2022, we expect to close on the dispositionsdisposition of threetwo owned unencumbered communities (495 units) classified as held for sale as of December 31, 20192021 and the termination of our lease obligationobligations on threetwo communities (205 units) for which we have provided notice of non-renewal. We also anticipate terminations of certain of our management arrangements with third parties as we transition to new operators our management on certain former unconsolidated ventures in which we sold our interest and our interim management on formerly leased communities. The closings of the various pending and expected transactions are or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. However, thereThere can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
The Senior Living Industry
The senior living industry has undergone dramatic growth in the last 25 years,past several decades, marked by the emergence of assisted living communities in the mid-1990s, and it remains highly fragmented with numerous local and regional operators. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"),NIC, there were more than 2,400approximately 2,500 local and regional senior housing operators as of December 31, 2019,2021, of which more than 90% operated five or fewer communities. We are one of a limited number of large operators that provide a broad range of community locations and service level offerings at varying price levels.
Data from NIC shows that industry occupancy began to decrease starting in 2016 as a result of new openings and oversupply. During and since 2016, we have experienced an elevated rate of competitive new openings, with significant new competition opening in many markets, which has adversely affected our occupancy, revenues, results of operations, and cash flow. Elevated rates ofIn 2020 and 2021, competitive new openings and pressures onremained elevated, but declined significantly from the peak in 2017.
Beginning in early 2020, the COVID-19 pandemic resulted in additional occupancy pressure for our occupancy and rate growth continued through 2019. On an industry basis,industry. NIC data from NIC shows that net absorptionsenior housing occupancy decreased for four consecutive quarters between March 31, 2020 and March 31, 2021, with nearly all markets falling to record low occupancy by the first quarter of units, a marker of2021. We cannot predict with reasonable certainty
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when demand for senior living communities will return to pre-COVID-19 levels or the third quarterextent to which the pandemic’s effect on demand may adversely affect the amount of 2019 was the highest single quarter since 2006. Projectionsresident fees we are able to collect from NIC, as applied to our product mix, suggest that annual absorption will be around equilibrium with new supply during 2020. We believe that a number of trends will contribute to the continued growthresidents.
The primary market of the senior living industry in coming years.
Competition
The senior living industry is highly competitive. We compete with numerous organizations, including not-for-profit entities, that offer similar communities and services, such as home health care and hospice agencies, community-based service programs, retirement communities, convalescent centers, and other senior living providers. In general, regulatory and other barriers to competitive entry in the independent living, assisted living, and memory care sectors of the senior living industry are not substantial. Consequently, we may encounter competition that could limit our ability to attract and retain residents and associates, raise or maintain resident fees, and expand our business, which could have a material adverse effect on our occupancy, revenues, results of operations, and cash flows. Due to the industry's low occupancy levels, certain competitors may price aggressively in order to capture market share. Our major publicly-traded senior housing competitors are Capital Senior Living Corporation andAlerisLife Inc. (f/k/a Five Star Senior Living, Inc.) and Sonida Senior Living Corporation (f/k/a Capital Senior Living Corporation). Our major private senior housing competitors include Holiday Retirement, Life Care Services, LLC, Atria Senior Living Inc., Sunrise Senior Living, LLC, Erikson Senior Living, and Senior Lifestyle Corp., and Sunrise Senior Living, LLC,multiple regional providers with large localized market presence, as well as a large number of not-for-profit entities.
Over the long term we plan to evaluate and, where opportunities arise, pursue development, investment, and acquisition opportunities such as selective acquisitions of senior living communities and operating companies.opportunities. The market for acquiring and/or operating senior living communities is highly competitive, and some of our present and potential senior living competitors have, or may obtain, greater financial resources than us and may have a lower cost of capital. In addition, several publicly-traded and non-traded real estate investment trusts ("REITs") and private equity firms have similar objectives as we do, along with greater financial resources and/or lower costs of capital than we are able to obtain. Partially as a result of tax law changes enacted through REIT Investment Diversification and Empowerment Act ("RIDEA"), we now compete more directly with the various publicly-traded healthcare REITs for the acquisition of senior housing properties, the largest of which are Healthpeak, Ventas, Inc. ("Ventas") and Welltower.Welltower Inc. ("Welltower").
Our History
Brookdale Senior Living Inc. was formed as a Delaware corporation in June 2005 for the purpose of combining two leading senior living operating companies, Brookdale Living Communities, Inc. and Alterra Healthcare Corporation, which had been operating independently since 1986 and 1981, respectively. On November 22, 2005, we completed our initial public offering of common stock, and on July 25, 2006, we acquired American Retirement Corporation, another leading senior living provider
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that had been operating independently since 1978. On September 1, 2011, we completed the acquisition of Horizon Bay, which was the then-ninth largest operator of senior living communities in the United States. On July 31, 2014, we completed our acquisition by merger of Emeritus Corporation through a merger, which was the then-second largest operator of senior living communities in the United States. Since our acquisition of Emeritus, we have disposed of over 350 communities through sales of owned communities and terminations of triple-net lease obligations, and exited substantially all of our senior living unconsolidated venture arrangements. On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to HCA Healthcare and retained a 20% equity interest in the HCS Venture.
Segments
As of December 31, 2019,2021, we had fivethree reportable segments: Independent Living; Assisted Living and Memory Care; CCRCs; Health Care Services; and Management Services.CCRCs. These segments were determined based on the way that our chief operating decision maker organizes our business activities for making operating decisions, assessing performance, developing strategy, and allocating capital resources. On July 1, 2021, we sold 80% of our equity in the Health Care Services segment. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment were deconsolidated from our consolidated financial statements and our 20% equity interest in the Health Care Services venture is accounted for under the equity method of accounting. As of December 31, 2021, our Management Services operating segment is no longer identified as a reportable segment as a result of the reduction in the number of communities we manage. Management services operations are reported within the All Other category.
Communities that we own or lease are included in the Independent Living, Assisted Living and Memory Care, or CCRCs segment, as applicable. The home health, hospice, and outpatient therapy services provided to our residents and seniors living outside of our communities are generallywere included in the Health Care Services segment prior to July 1, 2021, while skilled nursing and inpatient healthcare services provided in our skilled nursing units are included in the CCRCs segment. Communities that we manage on behalf of third parties or unconsolidated ventures in which we have an ownership interestothers are included in the Management Services segment.All Other category. The table below shows the number of communities and units within each of our senior housing segments and Management Services segmentsthe All Other category as of December 31, 2019.2021.
| Communities | Units | % of Total Units | Average Number of Units per Community | |||||||||||||||||||||||
| Independent Living | 68 | 12,567 | 21.9 | % | 185 | |||||||||||||||||||||
| Assisted Living and Memory Care | 559 | 34,816 | 60.6 | % | 62 | |||||||||||||||||||||
| CCRCs | 19 | 5,202 | 9.1 | % | 274 | |||||||||||||||||||||
| All Other | 33 | 4,824 | 8.4 | % | 146 | |||||||||||||||||||||
| Total | 679 | 57,409 | 100.0 | % | 85 | |||||||||||||||||||||
| Segments | Communities | Units | % of Total Units | Average Number of Units per Community | ||||||||
| Independent Living | 68 | 12,514 | 17.3 | % | 184 | |||||||
| Assisted Living and Memory Care | 573 | 35,956 | 49.8 | % | 63 | |||||||
| CCRCs | 22 | 5,711 | 7.9 | % | 260 | |||||||
| Management Services | 100 | 18,086 | 25.0 | % | 181 | |||||||
| Total | 763 | 72,267 | 100.0 | % | 95 | |||||||
For the year ended December 31, 2019,2021, we generated 80.1%86.8% of our resident fee revenue from private pay customers, 15.9%10.3% from government reimbursement programs (primarily Medicare) and 4.0%2.9% from other payor sources. Our sale of 80% of our equity in our Health Care Services segment to HCA Healthcare on July 1, 2021 reduced our reliance on government reimbursement programs. Reimbursements from Medicare and Medicaid represented 5.4% of our consolidated senior housing segments' resident fee revenue for the year ended December 31, 2021. Approximately 86.1%93.2% of resident fee revenue was derived from our senior housing segments, of which 47.0%54.4% of our resident fee revenue was generated from owned communities and 39.1%38.8% was generated from leased communities. Our former Health Care Services segment generated 13.9%6.8% of resident fee revenue. The table below shows the percentage of our resident fee and management fee revenue attributable to each of our segments for the year ended December 31, 2019.2021.
| (in thousands) | Resident Fee and Management Fee Revenue | % of Total | ||||||||||||
| Independent Living | $ | 475,538 | 18.5 | % | ||||||||||
| Assisted Living and Memory Care | 1,589,721 | 62.0 | % | |||||||||||
| CCRCs | 304,425 | 11.9 | % | |||||||||||
| Health Care Services | 174,164 | 6.8 | % | |||||||||||
| All Other | 20,598 | 0.8 | % | |||||||||||
| Total resident fee and management fee revenue | $ | 2,564,446 | 100.0 | % | ||||||||||
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| Segments (in thousands) | Resident Fee and Management Fee Revenue | % of Total | |||||
| Independent Living | $ | 544,558 | 16.7 | % | |||
| Assisted Living and Memory Care | 1,815,938 | 55.6 | % | ||||
| CCRCs | 402,175 | 12.3 | % | ||||
| Health Care Services | 447,260 | 13.7 | % | ||||
| Management Services | 57,108 | 1.7 | % | ||||
| Total resident fee and management fee revenue | $ | 3,267,039 | 100.0 | % | |||
Further operating results and financial metrics from our fivethree reportable segments are discussed further in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2021 to our consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data."
Our Community Offerings
We offer a variety of senior living communities in locations across the United States. We operate and manage independent living, assisted living, and memory care communities, and CCRCs. The majority of our units are organized in campus-like settings or stand-alone communities offering multiple service levels.
Independent Living Communities
Our independent living communities are primarily designed for middle to upper income seniors who desire a changeto live in lifestyle within a residential environment to live life tosetting that feels like home, without the fullest. A numberefforts of ownership. Some of our independent living residents choose to relocate to one of our communities in order to bea community in a metropolitan area that is closer to their adult children. The majority of our independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services.services to accommodate their changing needs. While the number varies depending upon the particular community, as of December 31, 20192021 approximately 80% of all of the units at our independent living communities were independent living units, with the balance of the units operating as licensed for assisted living and memory care.care units.
Our independent living communities are generally are large multi-story buildings averaging 184 units with extensive common areas and amenities.amenities to support the lifestyle preferences of more independent seniors. Residents may choose from studio, one-bedroom, and two-bedroom units, depending upon the specific community. Each independent living community provides residents with basic services such as dining service options, 24-hour emergency response, housekeeping, education and wellness programs, and recreational activities. Most of these communities also offer custom tailored concierge and personal assistance/private duty services at an additional charge, which may include medication reminders, daily check-in, transportation, shopping, escort, and companion services.
In addition to the basic services, our independent living communities that include assisted living also provide residents with personal care and convenience service options to provide assistance with ADLs.activities of daily living ("ADLs"). The levels of care provided to residents vary from community to community depending, among other things, upon the licensing requirements and healthcare regulations of the state in which the community is located.
Residents in our independent living communities are able to maintain their residency for an extended period of time due to the range of service options available (not including skilled nursing). Residents with cognitive or physical frailties and higher level service needs arecan often be accommodated with supplemental services in their own units or, in certain communities, are cared for in a more structured and supervised environment on a separate wing or floor. These communities also generally have a dedicated assisted living staffassociates and separate assisted living dining rooms and activity areas.
Assisted Living and Memory Care Communities
Our assisted living and memory care communities offer housing and 24-hour assistance with ADLs to mid-acuity and frail elderlyfor our residents. Residents typically enter an assisted living or memory care community due to a relatively immediate need for services that may have been triggered by a medical event. Our assisted living and memory care communities include both freestanding, multi-story communities with more than 50 beds, andunits, as well as smaller, freestanding, single story communities. Depending upon theAlthough building layouts will vary depending on specific location, the community may include (i) private studio, one-bedroom, and one-bedroom deluxe apartments, or (ii) individual rooms for one or two residents in wings or "neighborhoods" scaled to a single-family home, which includesthat would include a living room, dining room, patio or enclosed porch, laundry room, and personal care area, as well as a caregiver work station.
We also provide memory care services at freestanding memory care communities that are speciallyspecifically designed for residents with dementia, including Alzheimer's disease and other forms of cognitive impairment. Our freestanding memory care communities have approximately 20 to 70 bedsaverage 39 units and some are part of a campus-like setting which includes a freestanding assisted living community. As of December 31, 2019,2021, we provide memory care services at 392341 of our communities, aggregating 10,3509,065 memory care units across our segments. These communities include 112109 freestanding memory care communities with 4,3474,249 units included in our Assisted Living and Memory Care segment.
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All residents at our assisted living and memory care communities are eligible to receive the basic care level, which includes ongoing health assessments, three meals per day and snacks, 24-hour staff assistance, coordination of special diets planned by a registered dietitian, 24-hour staff assistance, assistance with medical care coordination, of physician care,education and wellness programs, social and recreational activities providing socialization and engagement, housekeeping, and personal laundry services. In some locations, we offer our residents exercise programs and programs designed to address issuesneeds associated with early stages of Alzheimer's disease and other dementias. For an additional cost at these communities, we offer higher levels of personal care services to residents who are more physically frail or require more frequent or intensive physical assistance or increased personal care and supervision due to cognitive impairments.
As a result of their progressive decline in cognitive abilities,decline, residents at our memory care units typically require higher levels of personal care and services than in assisted living and therefore pay higher monthly service fees. Specialized services include assistance with ADLs, behavior management, and an activities program, the goal of which is to provide a normalized environment that supports residents' remainingdecreased functional abilities.
CCRCs
Our CCRCs are large communities that offer a variety of living arrangements and services to accommodate all levelsa broad spectrum of physical ability and health.healthcare needs. Most of our CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus or within the immediate area, and some also include memory care services.area. Our CCRCsCCRC residents are generally senior citizens who areseniors seeking a community that offersoffering a broad continuum of care so that they canenabling them to age-in-place. TheseGenerally, these residents generally firstwill initially enter the community as a resident of an independent living unitresidents and may, at a later movetime, advance into an assisted living, memory care, or skilled nursing area as their needs change.
Management Services
As of December 31, 2019,2021, we managed 17a total of 33 communities for which we have an equity interest and 83 communities(4,824 units) on behalf of third parties,others, which represented approximately 25%8% of our senior housing capacity. The table below shows the type and number of communities and units contained in our Management Services segment as of December 31, 2019 and the percentage of our management fee revenue attributable to such community types for the year ended December 31, 2019.
| Community Type | Communities | Units | % of Total Units | Management Fees | % of Total Management Fees | |||||||
| Independent living | 16 | 3,084 | 17.1% | $ | 12,969 | 22.7% | ||||||
| Assisted living and memory care | 48 | 4,095 | 22.6% | 9,614 | 16.8% | |||||||
| CCRC | 36 | 10,907 | 60.3% | 34,525 | 60.5% | |||||||
| Total | 100 | 18,086 | 100.0% | $ | 57,108 | 100.0% | ||||||
Under our management arrangements, we receive management fees, which are generally determined by an agreed upon percentage of gross revenues (as defined in the management arrangement), as well as reimbursed expenses, which represent the reimbursement of certain expenses we incur on behalf of the owners. A majority of our management arrangements as of December 31, 2019 are interim management arrangements entered into in connection with prior lease terminations that may be terminated by either party on short notice and without any reason, have a remaining term of approximately one year or less, or may be terminated by the owner within the next year. Generally either party to our management arrangements may terminate upon the occurrence of an event of default caused by the other party, generally subject to cure rights. Several long-term agreements also provide for early termination rights of the owner which may in some cases require an early termination fee. Termination, early or otherwise, or non-renewal of, or renewal on less-favorable terms, of our management arrangements could cause an unexpected loss in revenues and would negatively impact our results of operations and cash flows.
Competitive Strengths
We believe our nationalnationwide network of senior living communities and healthcare services networks areis well positioned to benefit from the future growth and increasing demand in the industry. Some of our most significant competitive strengths are:
•Geographically diverse, high-quality, purpose-built communities. As of December 31, 2021, we operated a nationwide base of 679 communities in 41 states.
•Ability to provide a broad spectrum of care. Given our diverse mix of independent living, assisted living, memory care, and CCRCs communities, we are able to meet a wide range of our customers' needs. Through our comprehensive network of services, we help to provide seniors with care and services to additional residentssupport their lifestyle in an environment that feels like home. We believe that we are one of the few companies in the senior living industry with this capability and seniors living outsidethe ability to do so at scale on a national basis. We believe that our multiple product offerings create marketing synergies and cross-selling opportunities.
•The size of our communities. Asbusiness allows us to realize cost and operating efficiencies. We are the largest operator of February 1, 2020,senior living communities in the United States based on total capacity. The size of our business allows us to realize cost savings and economies of scale in the procurement of goods and services. Our scale also allows us to achieve increased efficiencies with respect to various corporate functions. We intend to continue utilizing our expertise and size to capitalize on economies of scale resulting from our national platform to enhance our residents' experiences. Our geographic footprint
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and centralized infrastructure provide us with an operational advantage. We negotiate contracts for food, insurance, and other goods and services with the advantages that scale provides. In addition, we serve over 20,000 patients.have and will continue to leverage our centralized corporate functions such as finance, human resources, legal, information technology, and marketing.
Seasonality
Our senior housing business has typically experienced some seasonality, which we experience in certain regions more than others, due to weather patterns, geography, and higher incidence and severity of flu and other illnesses during winter months. Although our seasonal pattern varies from year to year and occupancy patterns have been affected by the COVID-19 pandemic, historically our average monthly occupancy has generally beginsbegun to decline sequentially intoward the end of the fourth quarter of the year, and we have generally expectexpected average monthly occupancy to begin to increase towards the end of the second quarter each year with the third quarter historically being the highest occupancy growth period of the year. Utility expenses trend seasonally high in the first quarter and third quarter of each year. OperatingFacility operating expenses, such as labor, food, and supplies also trend higher in the second half of the year compared with the first half due to an increased number of working days.
Operations
Operations Overview
We have implemented intensive standards, policies and procedures, and systems, including detailed staffassociate resources and training, materials, which we believe have contributed to high levels of customer service. Further, we believe our centralized support infrastructure allows our community-based leaders and personnel to focus on resident care and family connections.
Consolidated Corporate Operations Support
We have developed a centralized support infrastructure and services platform, which we believe provides us with a significant operational advantage over local and regional operators of senior living communities. The size of our business also allows us to achieve increased efficiencies with respect to various corporate functions such as procurement, human resources, finance, accounting, legal, information technology, and marketing. We are also able to realize cost efficiencies in the purchasing of food, supplies, insurance, benefits, and other goods and services. In addition, we have established centralized operations groups to support all of our product lines and communities in areas such as training, regulatory affairs, asset management, dining, clinical services, sales, customer engagement, marketing, and procurement. We have also established company-wide policies and procedures relating to, among other things: resident care; community design and community operations; billing and collections; accounts payable; finance and accounting; risk management; development of associate training materials and programs; advertising and marketing activities; the hiring and training of management and other community-based personnel; compliance with applicable local and state regulatory requirements; and implementation of our acquisition, development, and leasing plans.
Community Staffing and Training
Each community has an Executive Director responsible for the overall day-to-day operations of the community, including quality of care and service, social services, and financial performance. Each Executive Director receives specialized training from our learning and development associates. In addition, a portion of each Executive Director's compensation is directly tied to the operating performance of the community and key care and service quality measures.community. We continue to take actions intended to simplify the role of our Executive DirectorsDirector to allow them to focus on our residents and their families and our associates. We believe that the quality of our communities, coupled with our competitive compensation philosophysupport provided by the regional support infrastructure and our ability to provide industry-leading systems and training, has enabled us to attract high-quality, professional community Executive Directors.
Depending upon the size and type of the community, each Executive Director is supported by key leaders, a Health and Wellness Director (or nursing director), and/or a Sales Director. The Health and Wellness Director or nursing director is directly responsible for day-to-day care of residents. The Sales Director oversees the community's sales, marketing, and community outreach programs.
Other key positions supporting each community may include individuals responsible for food service, healthcare services, activities, housekeeping, and maintenance.
We believe that quality of care and operating efficiency can be maximized by direct resident and staffassociate contact. Associates involved in resident care, including administrative staff,associates, are trained in support and care protocols, including emergency response techniques. We have adopted formal training and evaluation procedures to help ensure quality care for our residents. We have extensive policy and procedure manuals and hold regular training sessions for management and staffnon-management associates at each community.
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Quality Assurance
We maintain quality assurance programs at each of our communities through our corporate and regional staff.associates. Our quality assurance programs are designed to achieve a high degree of resident and family member satisfaction through the care and services that we provide.provide and we have continued to transform our efforts throughout the pandemic through collaboration with our vendors and a combination of remote and in-person visits. Our quality control measures include, among other things, community inspections conducted by corporate staffassociates on a regular basis. These inspections cover the appearance of the exterior and grounds; the appearance and cleanliness of the interior; the professionalism and friendliness of staff;associates; quality of resident care (including assisted living services and nursing care, therapy, and home health programs)care); the quality of activities and the dining program; observance of residents in their daily living activities; and compliance with government regulations. Our quality control measures also include the survey of residents and family members on a regular basis to monitor their perception of the quality of services we provide to residents.
In order to foster a sense of belonging and engagement, as well as to respond to residents' needs and desires, at many of our communities, we have established a resident council or other resident advisory committees that meet at least monthly with the Executive Director of the community. Separate resident committees also exist at many of these communities for food service, activities, marketing, and hospitality. These committees promote resident involvement and satisfaction and enable community management to be more responsive to their residents' needs and desires.
Marketing and Sales
Our marketing efforts are intended to create awareness of our brand and services to educate prospects and referral sources about the Brookdale difference. We meet prospects where they are in their journey, whether they are learning about senior living for the first time or need to schedule a visit at one of our communities. We target a variety of audiences who have a role in the decision-making process for senior housing and our healthcare services, including potential residents, their family members and referral sources, including the medical community (hospital discharge planners, physicians, skilled nursing facilities, home health agencies, and social workers), professional organizations, employer groups, clergy, area agencies for the elderly, and paid referral organizations. Our marketing associates develop strategies to promote our communities at the local market and national level. We execute an integrated marketing campaign approach, including local media and outreach programs, digital advertising, social media, print advertising, e-mail, direct mail, and special events, such as health fairs and community receptions. We generate hundreds of thousands of customer inquiries that go directly to our communities and Brookdale website. All online forms and many calls are handled by trained senior living advisors in our Brookdale Connection Center, who schedule visits directly to our communities. Certain resident referral programs have been established and promoted at many communities within the limitations of federal and state laws.
We will continue to leverage and grow our Brookdale brand to win locally in the markets we serve. In many markets where we offer more choices for senior living based on budget, lifestyle, and care needs, we use a network selling methodology to educate prospects on all of the options available. With our selling model, sales associates are organized to support individual and multiple communities directly. To meet the needs of local demand and supply, we create differentiated value through the segmentation of our communities based on price, service offerings, amenities, and programs offered.
Our Associates
We are dedicated to enriching the lives of those we serve with compassion, respect, excellence, and integrity. We know that our success is dependent on attracting, engaging, developing, and retaining the best associates. As of December 31, 2019,2021, we hademployed approximately 38,400 full-time employees and approximately 20,000 part-time employees,33,000 associates, 73% of which approximately 500whom were full-time. Approximately 700 associates work in or for our Brentwood, Tennessee headquarters and Milwaukee, Wisconsin office, supporting our community-based associates. As of December 31, 2021, approximately 80% of our associates are women, who comprise approximately 70% of the leadership roles at our communities and approximately 500 workcorporate offices. Approximately 55% of our associates and 15% of individuals in our Milwaukee, Wisconsin office.leadership roles are people of color.
During 2021, approximately 4,000 associates who worked directly for, or provided corporate support to, our former Health Care Services segment were transitioned to HCA Healthcare in connection with the HCS Sale. We currently consideralso experienced pressures associated with the intensely competitive labor environment. We seek to ensure that our relationshipcommunities are staffed with full and part-time associates, though our employeesuse of more expensive contract labor and overtime has increased to cover open positions. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive.
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Inclusion and Diversity
To attract and retain associates, we are committed to maintaining a welcoming and inclusive environment where people have an equal chance to grow and succeed. We support our associates by providing an open door policy, offering training to help our people grow and to understand our commitment to providing a workplace free from discrimination and harassment, consistently enforcing our policies, and maintaining the expectation that all our associates will be treated with dignity and respect. Brookdale is committed to inclusion and diversity – built on a foundation of trust, partnership, courage, and passion. We define diversity as the representation of associates from different groups, ideas, perspectives, and values. We define inclusion as a culture of policies and practices that actively engages and provides each of our associates with the opportunity to be good.successful at Brookdale.
•Attracting and retaining the best talent by recruiting from a broad array of backgrounds for all levels of the organization and investing in our talent;
•Increasing growth, productivity, and engagement by fostering a workplace where all associates feel valued and contribute to their fullest potential;
•Making Brookdale the place for top talent, driving outstanding service for our residents, and increasing stockholder value; and
•Equipping our associates with resources to serve the changing demographics and needs of residents.
Talent Acquisition, Development, and Retention
We want to attract people who want to do challenging yet rewarding work and who want to make a difference in the lives of others. We want our associates to feel valued and to know they make an impact that stretches beyond the walls of the communities and offices. In order to attract high quality talent, we offer competitive wages and benefits as well as opportunities to grow a career at Brookdale through education, training, and on-the-job development experiences.
Recruitment strategies
In order to attract people who want to do challenging yet rewarding work, we use a variety of strategies to attract and hire diverse talent to our organization. For example, in 2021, we implemented an assessment solution for our sales manager and director positions. This assessment provides additional insight to hiring managers to use during the interview and selection process. To support hiring managers in our communities, we published unique toolkits and resources and made systems improvements to simplify and enhance local sourcing and recruiting processes. We also deployed additional market-based recruiters and launched a range of recruiting campaigns to support our communities’ hiring needs such as rehire campaigns to encourage former associates to come back to Brookdale. Additionally, we continue to post to and source from job sites created for under-represented groups to expand our pipeline of candidates.
Development
We offer learning opportunities for our associates when they join Brookdale and throughout their careers to better serve our residents and to grow their career. Within the first year of implementing our new iLearn platform, which provides associates access to continuing education courses, leadership and professional skill courses, and regulatory training, our associates completed over 1.9 million courses. Our Brookdale University provides training and leadership development for leaders across the organization. Our learning and development programs were recognized in 2021 when Brookdale was named, for the second year in a row, one of the elite Training APEX Awards winners by Training magazine. Additionally, in 2021, we launched a 6-month long new leader program. This program helps equip new leaders with the skills they need to lead their teams effectively. Over 1,400 leaders across different races, ages, and backgrounds were enrolled in 2021. Of those enrolled, 926 were women, 498 were people of color, and 20 identified as veterans; over half of the associates were over the age of 40.
In 2021, we welcomed our first Certified Nursing Assistant apprentices in New Jersey as part of our ongoing efforts to provide career opportunities for front-line associates. We intend to further pursue this and other apprenticeship opportunities in the future. We also offer a tuition reimbursement program for associates to continue to grow their careers.
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Retention
We believe the performance of our individual communities and of our company as a whole, are correlated to retention of our key community leaders and our corporate associates. Our 2021 annual incentive plan included the strategic objectives of retaining key community leadership (Executive Directors, Health and Wellness Directors, and Sales Directors) at our same community portfolio and retaining our corporate associates. For the year ended December 31, 2021, our retention of key community leaders in our same community portfolio was 65%, and our retention of corporate associates was 81% excluding in both cases departures directly related to enforcement of our associate vaccination requirement.
Total Rewards
To attract and retain the best associates, we offer a competitive total rewards program, which we believe is an important aspect of our overall compensation. Both full-time and part-time associates are offered benefits, including a 401(k) retirement savings plan with the opportunity for matching contributions, as well as medical, dental, and other types of insurance. In 2021, approximately half of our eligible full-time associates participated in our medical plans.
We also know maintaining overall well-being is important, which is why we offer benefits to cover a spectrum of needs. Associates enrolled in a Brookdale medical plan, for example, are eligible to participate in a free coach-led digital program for chronic back, knee, or hip pain. They also are able to use a mobile phone application to help individuals process and cope with life’s challenges, for free. Brookdale also recognizes the importance of financial wellbeing, which is why we offer access to a financial wellness program for all associates.
Industry Regulation
The regulatory environment surrounding the senior living industry continues to intensify in the number and type of laws and regulations affecting it. Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations. This is particularly true for large for-profit, multi-community providers like us. Some of the laws and regulations that impact our industry include: state and local laws impacting licensure, protecting consumers against deceptive practices, and
generally affecting the communities' management of property and equipment and how we otherwise conduct our operations, such as fire, health, safety, and safetyprivacy laws and regulations, and privacy laws;regulations; federal and state laws governing Medicare and Medicaid, which regulate allowable costs, pricing, quality of services, quality of care, food service, resident rights (including abuse and neglect) and fraud; federal and state residents' rights statutes and regulations; Anti-Kickbackanti-kickback and physicians referralphysician self-referral ("Stark") laws; and safety and health standards set by the Occupational Safety and Health Administration.Administration; and federal, state, and local employment-related laws and regulations. We are unable to predict the future course of federal, state, and local legislation or regulation. Changes in the regulatory framework could have a material adverse effect on our business.
Many senior living communities are also subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities. Although requirements vary from state to state, these requirements may address, among others, the following: personnel education, training, and records; community services; staffing; physical plant specifications; furnishing of resident units; food and housekeeping services; emergency evacuation plans; emergency power generator requirements; professional licensing and certification of staff; and resident rights and responsibilities. In several of the states in which we operate there are different levels of care that canmay be provided based on the level of licensure. SeveralIn several of the states in which we operate, or intend to operate, assisted living and memory care communities home health and hospice agencies, and/or skilled nursing facilities require a certificate of need before thea community or agency canmay be opened or the services at an existing community canmay be expanded. Senior living communities may also be subject to state and/or local building, zoning, fire, and food service codes and must be in compliance with these local codes before licensing or certification may be granted. These laws and regulatory requirements could affect our ability to expand into new markets and to expand our services and communities in existing markets.
Unannounced surveys or inspections may occur annually, or bi-annually, orbi-or tri-annually, following a regulator's receipt of a complaint about thea provider. From time to time in the ordinary course of business, we receive survey reports from state or federal regulatory bodies citing deficiencies resulting from such inspections or surveys. Most inspection deficiencies are resolved through a plan of corrective action relating to the community's operations, but the reviewing agency may have the authority to take further action against a licensed or certified community, or agency, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions, loss of certification as a provider under federal and/or state reimbursement programs, or imposition of other sanctions, including criminal penalties. Loss, suspension, or modification of a license may also cause us to default under our debt and lease documents and/or trigger cross-defaults. Sanctions may be taken against providers or facilities without regard to the providers' or facilities' history of compliance. We may also expend considerable resources to respond to federal and state investigations or other enforcement
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action under applicable laws or regulations. To date, none of the deficiency reports received by us has resulted in a suspension, fine, or other disposition that has had a material adverse effect on our revenues, results of operations, or cash flows. However, any future substantial failure to comply with any applicable legal and regulatory requirements could result in a material adverse effect to our business as a whole. In addition, statesstates' Attorneys General vigorously enforce consumer protection laws as those laws relate to the senior living industry. State Medicaid Fraud and Abuse Units may also investigate assisted living and memory care communities even if the community or any of its residents do not receive federal or state funds.
Regulation of the senior living industry is evolving at least partly because of the growing interests of a variety of advocacy organizations and political movements attempting to standardize regulations for certain segments of the industry, particularly assisted living and memory care. Our operations could suffer from future regulatory developments, such as federal assisted living and memory care laws and regulations, as well as mandatory increases in the scope and severity of deficiencies determined by survey or inspection officials or an increase in the number of citations that can result in civil or criminal penalties. Certain current state laws and regulations allow enforcement officials to make determinations on whether the care provided by one or more of our communities exceeds the level of care for which the community is licensed. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to be in default under our loan or lease agreements and trigger cross-defaults or may also trigger defaults under certain of our credit agreements, or adversely affect our ability to operate and/or obtain financing in the future. If a state were to find that one community's citation will impact another of our communities, this will also increase costs and result in increased surveillance by the state survey agency. If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, including increased enforcement brought about by advocacy groups, in addition to federal and state regulators, our operations could be adversely affected. Any adverse finding by survey and inspection officials may serve as the basis for false claims lawsuits by private plaintiffs and may lead to investigations under federal and state laws, which may result in civil and/or criminal penalties against the community or individual.
There are various extremely complex federal and state laws governing a wide array of referrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing attention and resources to such anti-fraud initiatives. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the Balanced Budget Act of 1997 expanded the penalties for healthcare fraud. With respect to our participation in
federal healthcare reimbursement programs, the government or private individuals acting on behalf of the government may bring an action under the False Claims Act alleging that a healthcare provider has defrauded the government and seek treble damages for false claims and the payment of additional monetary civil penalties. The False Claims Act allows a private individual with knowledge of fraud to bring a claim on behalf of the federal government and earn a percentage of the federal government's recovery. Because of these incentives, so-called "whistleblower" suits have become more frequent.
Additionally, since we operate communities and agencies that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement which are false, fraudulent, or are for items or services that were not provided as claimed. Similar state laws vary from state to state. Violation of any of these laws can result in loss of licensure, citations, sanctions, and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs, which may also cause us to default under our loandebt and lease agreementsdocuments and/or trigger cross-defaults.
We are also subject to certain federal and state laws that regulate financial arrangements by healthcare providers, such as the Federalfederal Anti-Kickback Law,Statute, the Stark laws, and certain state referral laws. The Federalfederal Anti-Kickback LawStatute makes it unlawful for any person to offer or pay (or to solicit or receive) "any remuneration ... directly or indirectly, overtly or covertly, in cash or in kind" for referring or recommending for purchase any item or service which is eligible for payment under the Medicare and/or Medicaid programs. Authorities have interpreted this statute very broadly to apply to many practices and relationships between healthcare providers and sources of patient referral. If we were to violate the Federalfederal Anti-Kickback Law,Statute, we may face criminal penalties and civil sanctions, including fines and possible exclusion from government reimbursement programs, which may also cause us to default under our loandebt and lease agreementsdocuments and/or trigger cross-defaults. Adverse consequences may also result if we violate federal Stark laws related to certain Medicare and Medicaid physician referrals. While we endeavor to comply with all laws that regulate the licensure and operation of our senior living communities,business, it is difficult to predict how our revenues could be affected if we were subject to an action alleging such violations.
We are also subject to federal and state laws designed to protect the confidentiality of patient health information. The United States Department of Health and Human Services has issued rules pursuant to HIPAA relating to the privacy of such information. Rules that became effective in 2003 govern our use and disclosure of health information at certain HIPAA covered communities. We established procedures to comply with HIPAA privacy requirements at these communities. We were required
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to be in compliance with the HIPAA rule establishing administrative, physical, and technical security standards for health information by 2005. To the best of our knowledge, we are in compliance with these rules. In addition, states have begun to enact more comprehensive privacy laws and regulations addressing consumer rights to data protection or transparency. For example, the California Consumer Privacy Act became effective in 2020 and wethe California Privacy Rights Act, Colorado Privacy Act, and Virginia Consumer Data Protection Act will become effective in 2023. We expect additional federal and state legislative and regulatory efforts to regulate consumer privacy protection in the future. These legislative and regulatory developments will impact the design and operation of our business and our privacy and security efforts.
We are subject to federal and state laws, regulations and executive orders relating to healthcare providers’ response to the COVID-19 pandemic. These requirements vary based on provider type and jurisdiction but generally may include mandatory requirements for vacation of staff, testing of residents and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff, and regulatory bodies related to positive COVID-19 cases. Enhanced or additional penalties may apply for violation of such requirements. For more information regarding the impacts of such regulation on our senior housing portfolio, see the COVID-19 pandemic update in Recent Developments above.
We are also subject to a wide variety of federal, state, and local employment-related laws and regulations which govern matters including, but not limited to, wage and hour requirements, equal employment opportunity obligations, leaves of absence and reasonable accommodations, employee benefits, the right of employees to engage in protected concerted activity (including union organizing), and occupational health and safety requirements. Because labor represents such a large portion of our operating expenses, changes in federal, state, and local employment-related laws and regulations could increase our cost of doing business. Furthermore, any failure to comply with these laws can result in significant protracted litigation, government investigation, penalties, or other damages which could harm our reputation and have a material adverse effect on our business.
Medicare and Medicaid Programs
Our sale of 80% of our equity in our Health Care Services segment to HCA Healthcare on July 1, 2021 reduced our reliance on government reimbursement programs. We continue to rely on reimbursement from government programs, including the Medicare program and to a lesser extent, Medicaid programs for a portion of our revenues.revenues in our senior housing segments. Reimbursements from Medicare and Medicaid represented 13.1%1.9% and 2.8%3.5%, respectively, of our totalconsolidated senior housing segments' resident fee revenuesrevenue for the year ended December 31, 2019. During the period, Medicare reimbursements represented 79.1% of our Health Care Services segment revenue, and2021. Medicare and Medicaid reimbursements represented 20.2%18.8% of our CCRCs segment revenue.segment's resident fee revenue during such period.
Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over and certain disabled persons. We receive revenue for our home health, hospice, skilled nursing and outpatient therapy services from Medicare. Medicaid is a medical assistance program administered by each state, funded with federal and state funds pursuant to which healthcare benefits are available to certain indigent or disabled patients. We receive reimbursements under Medicaid (including state Medicaid waiver programs) for many of our assisted living and memory care communities.
Medicare reimbursement for home health and skilled nursing services is subject to fixed payments under the Medicare prospective payment systems. In accordance with Medicare laws, CMS makes annual adjustments to Medicare payment rates in many prospective payment systems under what is commonly known as a "market basket update." Each year,The Improving Medicare Post-Acute Care Transformation Act of 2014 (the "IMPACT Act") requires standardized assessment data for quality improvement, payment, and discharge planning purposes across the spectrum of post-acute care, including skilled nursing. The IMPACT Act will require skilled nursing facilities to begin reporting standardized patient assessment data, new quality measures, and resource use measures. Failure to report such data when required would subject a facility to a 2% reduction in market basket prices then in effect. The IMPACT Act further requires HHS and the Medicare Payment
Advisory Commission ("MedPAC"), a commission chartered by Congress to advise it on Medicare payment issues, recommends payment policiesstudy and report to Congress for a variety of Medicareby 2022 regarding alternative post-acute care payment systems. Congress ismodels, including payment based upon individual patient characteristics and not obligated to adopt MedPAC recommendations and based on previous years, there can be no assurance that Congress will adopt MedPAC's recommendations in any given year.care setting.
Medicaid reimbursement rates for many of our assisted living and memory care communities also are based upon fixed payment systems. Generally, these rates are adjusted annually for inflation. However, those adjustments may not reflect actual increases of the cost of providing healthcare services. In addition, Medicaid reimbursement can be impacted negatively by state budgetary pressures, which may lead to reduced reimbursement or delays in receiving payments.
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reimbursement rates and the methods and timing of payments made under these programs. As a result of our participation in the Medicare and Medicaidsuch programs, we are subject to various government reviews, audits, and investigations to verify our compliance with these programs and applicable laws and regulations. CMS has engaged a number of third partythird-party firms including Recovery Audit Contractors (RAC), Zone Program Integrity Contractors (ZPIC), and Unified Program Integrity Contractors (UPIC) to conduct extensive reviews ofreview claims data to evaluate the appropriateness of billings submitted for payment. Audit contractors may identify overpayments based on coverage requirements, billing and coding rules, or other risk areas.billings. In addition to identifying overpayments, audit contractors can refer suspected violations of law to government enforcement authorities. An adverse determinationoutcome of government reviews, audits, and investigationsscrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs. Our costs to respond to and defend any such audits, reviews, and investigations may be significant and are likely to increase in the current enforcement environment, and any resulting sanctions or criminal, civil, or regulatory penalties could have a material adverse effect on our business, financial condition, results of operations, and cash flow.
Environmental Matters
Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of certain hazardous or toxic substances, including, among others, petroleum and materials containing asbestos, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. Additionally, such an owner or operator of real property may incur costs relating to the release of hazardous or toxic substances, including government fines and payments for personal injuries or damage to adjacent property. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. The presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents, retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. Such laws impose liability for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Moreover, the imposition of such liability upon us could be joint and several, which means we could be required to pay for the cost of cleaning up contamination caused by others who have become insolvent or otherwise judgment proof. We do not believe that we have incurred such liabilities that would have a material adverse effect on our business, financial condition, results of operations, and cash flow.
Our operations are subject to regulation under various federal, state, and local environmental laws, including those relating to: the handling, storage, transportation, treatment, and disposal of medical waste products generated at our communities; identification and warning of the presence of asbestos-containing materials in buildings, as well as removal of such materials; the presence of other substances in the indoor environment; and protection of the environment and natural resources in connection with development or construction of our properties.
Some of our communities generate infectious or other hazardous medical waste due to the illness or physical condition of the residents, including, for example, blood-contaminated bandages, swabs and other medical waste products, and incontinence products of those residents diagnosed with an infectious disease. The management of infectious medical waste, including its handling, storage, transportation, treatment, and disposal, is subject to regulation under various federal, state, and local environmental laws. These environmental laws set forth the management requirements for such waste, as well as related permit, record-keeping, notice, and reporting obligations. EachOur communities' engagement of our communities has an agreement with a waste management companycompanies for the proper disposal of all infectious medical waste. The use of such waste management companies does not immunize us from alleged violations of such medical waste laws for operations for which we are responsible even if carried out by such waste management companies, nor does it immunize us from third-party claims for the cost to cleanup disposal sites at which such wastes have been disposed. Any finding that we are not in compliance with environmental laws could adversely affect our business, financial condition, results of operations, and cash flow.
Federal regulations require building owners and those exercising control over a building's management to identify and warn, via signs and labels, their employees and certain other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. The regulations
also set forth employee training, record-keeping requirements, and sampling protocols pertaining to asbestos-containing materials and potential asbestos-containing materials. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to asbestos-containing materials and potential asbestos-containing materials. The regulations may affect the value of a building containing asbestos-containing materials and potential asbestos-containing materials in which we have invested. Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or
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operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.
The presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may lead to the incurrence of costs for remediation, mitigation, or the implementation of an operations and maintenance plan. Furthermore, the presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may present a risk that third parties will seek recovery from the owners, operators, or tenants of such properties for personal injury or property damage. In some circumstances, areas affected by mold may be unusable for periods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market value.
We believe that we are in material compliance with applicable environmental laws.
We are unable to predict the future course of federal, state, and local environmental regulation and legislation. Changes in the environmental regulatory framework (including legislative or regulatory efforts designed to address climate change, such as the proposed "cap and trade" legislation)change) could have a material adverse effect on our business. Because environmental laws vary from state to state, expansion of our operations to states where we do not currently operate may subject us to additional restrictions on the manner in which we operate our communities.
Available Information
Information regarding our community and service offerings can be found at our website, www.brookdale.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports are available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC, at the following address: www.brookdale.com/investor. The information within, or that can be accessed through, our website addresses is not part of this report.
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Item 1A. Risk Factors |
COVID-19 Pandemic
The COVID-19 pandemic has adversely impacted, and likely will continue to adversely impact, our business, results of operations, cash flow, liquidity, and stock price, and such impacts may be material.
The pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us, has adversely impacted our business, results of operations, cash flow, and liquidity. We expect this adverse impact to continue into 2023. We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, liquidity, and stock price, and such impacts may be material and persist for some time. Further, our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth.
Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction. We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins. During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.
We believe potential residents and their families have been more cautious, or temporarily delayed their decision, regarding moving into senior living communities during the pandemic, and such caution may persist for some time. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels or the extent to which the pandemic’s effect on occupancy may adversely affect the amount of resident fees we are able to collect from our residents. Our efforts to adapt our sales and marketing efforts to meet demand may not be successful. In addition, expanded use of telemedicine and home healthcare by seniors, for which regulatory barriers have been relaxed during the pandemic, may result in less demand for our services.
In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. We are not able to reasonably predict the total amount of costs we will incur related to the pandemic, and such costs may continue to be substantial. We have taken, and may take in future periods, significant impairment charges related to COVID-19 due to lower
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than expected operating performance at communities. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities.
We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the COVID-19 pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief. Grants received from the Provider Relief Fund are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for healthcare related expenses or lost revenues that are attributable to COVID-19 and have not been reimbursed from other sources or that other sources are not obligated to reimburse. We cannot provide assurance that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS. The program requires us to report to HHS on our use of the grants, and our reporting is subject to audit. Additionally, there can be no assurance that we will qualify for, or receive, future grants in the amounts we expect or at all or the timing of any such grants.
The pandemic has also caused substantial volatility in the market prices and trading volumes in the equity markets, including our stock. Our stock price and trading volume may continue to be subject to wide fluctuations as a result of the pandemic and may decline in the future.
The ultimate impacts of COVID-19 on our business, results of operations, cash flow, liquidity, and stock price will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.
Business, Operations, and IndustryStrategy
Due to the dependency of our revenues on private pay sources, events which adversely affect the ability of seniors to afford our resident fees (including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members) could cause our occupancy, revenues, results of operations, and cash flow to decline.
Costs to seniors associated with independent andliving, assisted living, servicesand memory care communities are not generally reimbursable under government reimbursement programs such as Medicare and Medicaid. For the year ended December 31, 2021, we generated 93.2% of our consolidated senior housing segments’ resident fee revenue from private pay customers. Only seniors with income or assets meeting or exceeding the comparable median in the regions where our communities are located typically can afford to pay our monthly resident fees. Economic downturns, softness in the housing market, higher levels of unemployment among resident family members, lower levels of consumer confidence, stock market volatility, and/orand changes in demographics could adversely affect the ability of seniors to afford our resident fees. If we are unable to retain and/orand attract seniors with sufficient income, assets, or other resources required to pay the fees associated with independent and assisted living services and other service offerings, our occupancy, revenues, results of operations, and cash flow could decline.
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Changes in the reimbursement rates, methods, or timing of payment from government reimbursement programs including the Medicare and Medicaid programs, or the implementation of other measures to reduce reimbursement for our senior living and healthcare services could adversely affect our revenues, results of operations, and cash flow.
We rely on reimbursement from government programs including Medicare and Medicaid, for a portion of our revenues, primarily in our CCRCs segment. For the year ended December 31, 2021, Medicare and weMedicaid reimbursements represented 18.8% of our CCRCs segment’s resident fee revenue and 5.4% of our consolidated senior housing segments’ resident fee revenue. We cannot provide assurance that reimbursement levels will not decrease in the future, which could adversely affect our revenues, results of operations, and cash flow. Reimbursements from Medicare and Medicaid represented 13.1% and 2.8%, respectively, of our total resident fee revenues for the year ended December 31, 2019. During such period, Medicare reimbursements represented 79.1% of our Health Care Services segment revenue, and Medicare and Medicaid reimbursements represented 20.2% of our CCRCs segment revenue. See "Item 1. Business-Medicare and Medicaid Programs" for more information regarding these programs, including the impact of recent legislation and rulemaking on such programs.
Senior housing construction and development, lower industry occupancy, and increased competition, has had and may continue to have an adverse effect on our occupancy, revenues, results of operations, and cash flow.
The senior living industry is highly competitive. We compete with numerous organizations, including not-for-profit entities, that offer similar communities and services, such as home health care and hospice agencies, community-based service programs, retirement communities, convalescent centers, and other senior living providers. In general, regulatory and other barriers to competitive entry in the independent living, assisted living, and memory care sectors of the senior living industry are not substantial. Over the last several years thereThe industry has been an increaseattracted additional investment resulting in theincreased construction and development of new senior housing communities assupply. In addition, the industryCOVID-19 pandemic has attracted increased investment,resulted in additional occupancy pressure for our industry, and industry data shows that nearly all markets had fallen to record low occupancy by the first quarter of 2021. While the industry recovers occupancy, begancertain competitors may price aggressively in order to decrease starting in 2016 as a result of new openings and oversupply. During and since 2016capture market share. Consequently, we have experienced an elevated rate of competitive new openings, with significant new competition opening in many markets, which has adversely affected our occupancy, revenues, results of operations, and cash flow. Such newmay encounter competition that we have encountered or may encounter could limit our ability to attract newand retain residents and associates, to retain existing residents and associates, and to raise or maintain resident fees, orand expand our business, which could have a material adverse effect on our occupancy, revenues, results of operations, and cash flow.
State regulations governing assisted living and memory care communities require written resident agreements with each resident. Several of these regulations also require that each resident have the right to terminate the resident agreement for any reason on reasonable notice. Consistent with these regulations, many of our outstanding debtassisted living and lease documents contain cross-default and cross-collateralization provisions, a default by us relatedmemory care resident agreements allow residents to one community could affect a significant number of our other communities andterminate their corresponding financing arrangements and leases.
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Failure to maintain the security and functionality of our information systems and data, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA, could adversely affect our business, reputation, and relationships with our residents, patients, employees, and referral sources and subject us to remediation costs, government inquiries, and liabilities, any of which could materially and adversely impact our revenues, results of operations, cash flow, and liquidity.
We are dependent on the proper function and availability of our information systems, including hardware, software, applications, and electronic data storage, to store, process, and transmit our business information, including proprietary business information and personally identifiable information of our residents patients, and employees. Though we have taken steps to protect the cybersecurity and physical security of our information systems and have implemented policies and procedures to comply with HIPAA and other privacy laws, rules, and regulations, there can be no assurance that our security measures and disaster recovery plan will prevent damage to, or interruption or breach of, our information systems or other unauthorized access to proprietary or private information.
Because the techniques used to obtain unauthorized access to systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, componentsComponents of our information systems that we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise the security or functionality of our information systems. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud or other forms of deceiving our employees or contractors such as email phishing attacks. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our cybersecurity or to investigate and remediate any cybersecurity vulnerabilities, attacks, or incidents.
In addition, we rely on software support of third parties to secure and maintain our information systems. Our inability, or the inability of these third parties, to continue to maintain and upgrade our information systems could disrupt or reduce the efficiency of our operations. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.
Failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or other unauthorized access to our information systems, or to comply with applicable privacy and consumer protection laws, including HIPAA, could expose us to a number of adverse consequences, many of which are not insurable, including: (i) interruptions to our business, (ii) the theft, destruction, loss, misappropriation, or release of sensitive information, including proprietary business information and personally identifiable information of our residents patients and employees, (iii) significant remediation costs; (iv) negative publicity which could damage our reputation and our relationships with our residents, patients, employees, and referral sources, (v) litigation and potential liability under privacy, security, and consumer protection laws, including HIPAA, or other applicable laws, rules, or regulations, and (vi) government inquiries which may result in sanctions and other criminal or civil fines or penalties. Any of the foregoing could materially and adversely impact our revenues, results of operations, cash flow, and liquidity.
Failure to complete our capital expenditures in accordance with our plans may adversely affect our anticipated revenues, results of operations, and cash flow.
Our planned full-year 2022 non-development capital expenditures include maintenance, renovations, upgrades, and other major building infrastructure projects for our communities. Such projects may be needed to ensure that our communities are in appropriate physical condition to support our strategy and to protect the value of our community portfolio. In addition, our planned full-year 2022 development capital expenditure projects include those for expansion, repositioning, redeveloping, and major renovation of selected existing senior living communities.
Our capital projects are in various stages of planning and development and are subject to a number of factors over which we may have little or no control. These factors include work restrictions at our communities due to COVID-19, the necessity of arranging separate leases, mortgage loans, or other financings to provide the capital required to complete these projects; difficulties or delays in obtaining zoning, land use, building, occupancy, licensing, certificate of need, and other required governmental permits and approvals; failure to complete construction of the projects on budget and on schedule; failure of third-party contractors and subcontractors to perform under their contracts; shortages of labor or materials that could delay projects or make them more expensive; adverse weather conditions that could delay completion of projects; increased costs resulting from general economic conditions or increases in the cost of materials; and increased costs as a result of changes in laws and regulations.
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We cannot provide assurance that we will undertake or complete all of our planned capital expenditures, or that we will not experience delays in completing those projects. In addition, we may incur substantial costs prior to achieving stabilized occupancy for certain capital projects and cannot assure that these costs will not be greater than we have anticipated. We also cannot provide assurance that any of our capital projects will be economically successful or provide a historyreturn on investment in accordance with our plans or at all. Furthermore, our failure to complete, or delays in completing, our planned community-level capital expenditures could harm the value of lossesour communities and our revenues, results of operations, and cash flow.
To the extent we identify and pursue any future development, investment, or acquisition opportunities, we may encounter difficulties in identifying opportunities at attractive prices or integrating acquisitions with our operations, which may adversely affect our financial condition, results of operations, and cash flow.
We may not be able to achieve profitability.identify development, investment, and acquisition opportunities on attractive terms and that are compatible with our strategy. To the extent we identify any such opportunities and enter into definitive agreements in connection therewith, we cannot provide assurance that the transactions will be completed. Failure to complete transactions after we have entered into definitive agreements may result in significant expenses to us. To the extent we identify and close on any such opportunities, the integration of acquired communities or companies into our existing business may result in unforeseen difficulties, divert managerial attention, or require significant financial or other resources. Any such closings may require us to incur additional indebtedness and contingent liabilities and may result in unforeseen expenses or compliance issues. Any future development, investment, or acquisition transactions may not generate any additional income for us or provide any benefit to our business.
There is significant competition among potential acquirers in every year since our formation in June 2005. Given our history of losses,the senior living industry, and there can be no assurance that we will be able to achievesuccessfully complete acquisitions, which could limit our ability to grow our business. Several publicly-traded and non-traded real estate investment trusts, or REITs, and private equity firms have similar asset acquisition objectives as we do, along with greater financial resources and/or maintain profitability inlower costs of capital than we are able to obtain. Partially as a result of tax law changes enacted through RIDEA, we now compete more directly with the future. If we do not effectively manage our liquidity, cash flow, and business operations going forward or otherwise achieve profitability, our stock price could be adversely affected.various publicly-traded healthcare REITs for the acquisition of senior housing properties.
Pending disposition transactions are, and any future disposition transactions will be, subject to various closing conditions, including the receipt of regulatory approvals where applicable, likely will result in reductions to our revenue, and may negatively impact our results of operations and cash flow.
During 2020,2022, we expect to close on the dispositionsdisposition of threetwo owned unencumbered communities classified as held for sale as of December 31, 20192021 and the termination of our lease obligations on threetwo communities for which we have provided notice of non-renewal. For the year, we also anticipate terminations of certain of our management arrangements with third parties as we transition to new operators our management on certain former unconsolidated ventures in which we sold our interest and our interim management on formerly leased communities. Over the longer term, we may dispose of owned or leased communities through asset sales and lease terminations and expirations. The closings of any such transactions, or those that we identify in the future, generally are or will be subject to closing conditions, which may include the receipt of regulatory approvals, and we cannot provide assurance that any such transactions will close or, if they do, when the actual closings will occur. The sales price for pending or future dispositions may not meet our expectations due to the underlying performance of such communities or conditions beyond our control, and we may be required to take impairment charges in connection with such sales if the carrying amounts of such assets exceed the proposed sales prices, which could adversely affect our financial condition and results of operations. Further, we cannot provide assurance that we will be successful in identifying and pursuing disposition opportunities on terms that are acceptable to us, or at all. We may be required to pay significant amounts to restructure or terminate leases and we may be required to take charges in connection with such activity, which could adversely affect our financial condition and results of operations.
Completion of the dispositions of communities through sales or lease terminations, andor the termination of our management arrangements, including pending transactions and those we enter into in the future, likely will result in reductions to our revenue and may negatively impact our results of operations and cash flow. Further, if we are unable to reduce our general and administrative expense with respect to completed dispositions andor management arrangement terminations in accordance with our expectations, we may not realize the expected benefits of such transactions, which could negatively impact our anticipated results of operations and cash flow.
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Our execution of our strategy may not be successful, and initiatives undertaken to execute on our strategic priorities may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock.
The success of our strategy depends on our ability to successfully identify and implement initiatives to execute on our strategic priorities, as well as factors outside of our control. Such initiatives may not be successful in achieving our expectations or may require more time and resources than expected to implement. There can be no assurance that our strategy or initiatives undertaken to execute on our strategic priorities will be successful and, as a result, such initiatives may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock.
Our ability to use net operating loss carryovers to reduce future tax payments may be limited.
Section 382 of the Internal Revenue code contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of 50% of its stock over a three-year period, to utilize its net operating loss carryforward and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by a company. Any such annual limitations may result in our being unable to utilize all of our net operating loss carryforwards generated in tax years prior to 2018 before their expiration.
Liquidity and Indebtedness
Disruptions in the financial markets or decreases in the appraised values or performances of our communities could affect our ability to obtain financing or to extend or refinance debt as it matures, which could negatively impact our liquidity, financial condition, and the market price of our common stock.
As of December 31, 2021, we had outstanding $3.8 billion principal amount of mortgage financing, $230.0 million of 2.00% convertible senior notes due 2026, and $86.2 million letters of credit. If we are unable to extend or refinance our indebtedness prior to scheduled maturity dates, our liquidity and financial condition could be adversely impacted. Even if we are able to extend or refinance our maturing debt or credit or letter of credit facilities, the terms of the new financing may not be as favorable to us as the terms of the existing financing.
We are heavily dependent on mortgage financing provided by Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac), which are currently operating under a conservatorship begun in 2008 and conducting business under the direction of the Federal Housing Finance Agency. Reform efforts related to Fannie Mae and Freddie Mac may make such financing sources less available or unavailable in the future and may cause us to seek alternative sources of financing, which may be less attractive or unavailable.
The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. Decreases in the appraised values of our communities, including due to adverse changes in real estate market conditions, or their performance, has resulted, and could continue to result, in available mortgage refinancing amounts that are less than the communities' maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We cannot provide assurance that such non-agency mortgage financing will continue to be available as an alternative to Fannie Mae and Freddie Mac financing. We have pre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable.
Disruptions or prolonged downturns in the financial markets may cause us to seek alternative sources of potentially less attractive financing and may require us to further adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital, including through the issuance of common stock. Disruptions in the financial markets could have an adverse effect on our business. If we are not able to obtain additional financing on favorable terms, we also may have to forgo, delay, or abandon some or all of our planned capital expenditures or any development, investment, or acquisition opportunities that we identify, which could adversely affect our revenues, results of operations, and cash flow.
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If we are unable to generate sufficient cash flow to cover required interest, principal, and lease payments, this could result in defaults of the related debt or leases and cross-defaults under our other debt or lease documents, which would adversely affect our capital structure, financial condition, results of operations, and cash flow.
We have significant indebtedness and lease obligations, and we intend to continue financing our communities through mortgage financing, long-term leases, and other types of financing. Our required lease payments are generally subject to an escalator that is either fixed or tied to changes in the consumer price index or leased property revenue. We cannot give any assurance that we will generate sufficient cash flow from operations to cover required interest, principal, and lease payments. Any non-payment or other default under our financing arrangements could, subject to cure provisions, cause the lender to foreclose upon the community or communities securing such indebtedness or, in the case of a lease, cause the lessor to terminate the lease, each with a consequent loss of revenue and asset value to us. In some cases, indebtedness is secured by both a mortgage on a community (or communities) and a guaranty by us and/or one or more of our subsidiaries. In the event of a default under one of these scenarios, the lender could avoid judicial procedures required to foreclose on real property by declaring all amounts outstanding under the guaranty immediately due and payable, and requiring the respective guarantor to fulfill its obligations to make such payments. The realization of any of these scenarios would have an adverse effect on our financial condition and capital structure. Because many of our outstanding debt and lease documents contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our other communities and their corresponding financing arrangements and leases (including documents with other lenders or lessors). In the event of such a default, we may not be able to obtain a waiver from the lender or lessor on terms acceptable or favorable to us, or at all, which would have a negative impact on our capital structure and financial condition.
Our indebtedness and long-term leases could adversely affect our liquidity and our ability to operate our business.
Our level of indebtedness and our long-term leases could adversely affect our future operations and/or impact our stockholders for several reasons, including, without limitation:
•We may have little or no cash flow apart from cash flow that is dedicated to required interest, principal, and lease payments;
•Increases in our outstanding indebtedness, leverage, and long-term lease obligations will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
•Increases in our outstanding indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures, acquisition and development, general corporate, and other purposes; and
•Our ability to pay dividends to our stockholders (should we initiate dividend payments in the future) may be limited.
If we are unable to generate sufficient cash flow from operations in the future to service our debt or to make lease payments on our leases, we may be required, among other things, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness or leases, sell selected assets, reduce or delay planned capital expenditures, or delay or abandon desirable acquisitions. These measures might not be sufficient to enable us to make required payments on our debt or leases, which could result in an adverse effect on our future ability to generate revenues and our results of operations and cash flow. Any contemplated financing, refinancing, restructuring, or sale of assets might not be available on economically favorable terms to us.
Our debt and lease documents contain financial and other covenants, and any default under such documents could result in the acceleration of our indebtedness and lease obligations, the foreclosure of our mortgaged communities, the termination of our leasehold interests, and/or cross-defaults under our other debt or lease documents, any of which could materially and adversely impact our capital structure, financial condition, results of operations, cash flow, and liquidity and interfere with our ability to pursue our strategy.
Certain of our debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity, as calculated in accordance with accounting principles generally accepted in the United States, or GAAP, and in certain circumstances, reduced by intangible assets or liabilities or increased by deferred gains from sale-leaseback transactions and deferred entrance fee revenue. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents
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contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).
These restrictions and covenants may interfere with our ability to obtain financing or to engage in other business activities, which may inhibit our ability to pursue our strategy. Certain of our outstanding indebtedness and leases limit or restrict, among other things, our ability and our subsidiaries' ability to borrow additional funds, engage in a change in control transaction, dispose of all or substantially all of our or their assets, or engage in mergers or other business combinations without consent of the applicable lender or lessor. In certain circumstances, the consent of the applicable lender or, if certain objective conditions are not satisfied, lessor may be based on the lender's or lessor's sole discretion. Our inability to obtain the consent of applicable lenders and landlords in connection with our pursuit of any such transactions may forestall our ability to consummate such transactions. Furthermore, the costs of obtaining such consents may reduce the value that our stockholders may realize in any such transactions.
The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. We typically guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio could result in a default on the entire master lease portfolio.
Furthermore, our debt and leases are secured by our communities and, in certain cases, a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.
In addition, certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand or develop or acquire senior housing communities and operating companies.
Lease obligations and mortgage debt expose us to increased risk of loss of property, which could harm our ability to generate future revenues and could have an adverse tax effect.
Lease obligations and mortgage debt increase our risk of loss because defaults on leases or indebtedness secured by properties may result in lease terminations by lessors and foreclosure actions by lenders. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could negatively impact our results of operations and cash flow. Further, because many of our outstanding debt and lease documents contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our other communities and their corresponding financing arrangements and leases.
Our leases generally provide for renewal or extension options and, in certain cases, purchase options. We expect to renew, extend, or exercise purchase options with respect to our leases in the normal course of business; however, there can be no assurance that these rights will be exercised in the future or that we will be able to satisfy the conditions precedent to exercising any such rights. The terms of any such purchase options that are based on fair market value are inherently uncertain and could be unacceptable or unfavorable to us depending on the circumstances at the time of exercise. If we are not able to renew or extend our existing leases, or purchase the communities subject to such leases, at or prior to the end of the existing lease terms, or if the terms of such options are unfavorable or unacceptable to us, our business, results of operations, and cash flow could be adversely affected.
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Increases in market interest rates could significantly increase the costs of our debt obligations, which could adversely affect our results of operations and cash flow.
Our variable-rate debt obligations expose us to interest rate risk. In the normal course of business, we enter into interest rate agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. These agreements only limit our exposure to increases in interest rates above certain levels and generally must be renewed every two to three years. Increases in prevailing interest rates will increase our payment obligations on our existing variable-rate obligations to the extent they are unhedged and may increase our future borrowing and hedging costs, which would negatively impact our results of operations and cash flow.
The interest rates for a significant majority of our variable-rate debt obligations are calculated based on the London Interbank Offer Rate ("LIBOR") plus a spread, and our interest rate cap agreements generally are indexed to LIBOR. The Intercontinental Exchange ("ICE") ICE Benchmark Administration intends to phase out the LIBOR tenors by June 30, 2023. Substantially all of our variable-rate debt agreements indexed to LIBOR provide that the lender may choose an alternative index based on comparable information, and our interest rate cap agreements provide that the calculation agent may choose an alternative index. It is unclear whether LIBOR will cease to exist or if new methods of calculating LIBOR will evolve by the applicable phase-out dates, or whether alternative and comparable index rates will be established and adopted by our lenders and other financial institutions. While we believe the transition away from LIBOR will be substantially rate neutral, uncertainties or volatility regarding the calculation of interest rates on our variable-rate debt obligations while LIBOR is being phased out could adversely affect our results of operations and cash flow.
We may need additional capital to fund our operations, capital expenditure plans, and strategic priorities, and we may not be able to obtain it on terms acceptable to us, or at all.
Funding our capital expenditure plans, pursuing any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or funding investments to support our strategy may require additional capital. Financing may not be available to us or may be available to us only on terms that are not favorable. In addition, certain of our outstanding indebtedness and long-term leases restrict, among other things, our ability to incur additional debt. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon some or all of our plans or opportunities. Further, if additional funds are raised through the issuance of additional equity securities, the percentage ownership of our stockholders would be diluted. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock.
The transition of management or unexpected departure of our key officers could harm our business.
We are dependent on the efforts of our senior management. During the past several years we have undergone changes in our senior management and may in the future experience further changes. The transition of management, the unforeseen loss or limited availability of the services of any of our executive leaders, or our inability to recruit and retain qualified personnel in the future, could, at least temporarily, have an adverse effect on our business, results of operations, and financial condition and be negatively perceived in the capital markets.
Our success depends on our ability to attract and retain qualified management and other associates who are responsible for the market priceday-to-day operations of each of our common stock.communities. We compete with various healthcare service providers, other senior living providers, and hospitality and food services companies in attracting and retaining qualified associates. If we fail to attract and retain qualified associates, our ability to conduct our business operations effectively, our overall operating results, and cash flow could be harmed. During 2021, we experienced pressures associated with the intensely competitive labor environment, including increased associate turnover and difficulty in timely filling open positions. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. In addition, we have experienced and may continue to experience wage pressures due to minimum wage and minimum salary threshold increases mandated by state and local laws. Due to the intensively competitive labor market, our use of more expensive contract labor and overtime to cover open positions increased during 2021. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in, and may further result in, increases in the cost of contract labor. If we are unable to timely fill open positions, our
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reliance on more expensive contract labor and overtime may continue or increase. Increases in wages and our increased use of contract labor and overtime would result in higher operating costs, and we may not be able to offset the added costs by increasing the rates we charge to our residents or our service charges, which would negatively impact our results of operations and cash flow.
In addition, efforts by labor unions to organize any of our community personnel could divert management attention, lead to increased costs, and/or reduce our flexibility with respect to certain workplace rules. If we experience an increase in organizing activity, if onerous collective bargaining agreement terms are imposed upon us, or if we otherwise experience an increase in our staffing and labor costs, our results of operations and cash flow would be negatively affected.
Regulatory, Compliance, and Legal
Environmental contamination at any of our communities could result in substantial liabilities to us, which may exceed the value of the underlying assets and which could materially and adversely affect our financial condition, results of operations, and cash flow.
Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of, or related to the release of, certain hazardous or toxic substances, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. In addition, the presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents and retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. In addition, suchSuch laws impose liability, which may be joint and several, for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third partythird-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Although we do not believe that we have incurred such liabilities as would have a material adverse effect on our business, financial condition, and results of operations, we could be subject to substantial future liability for environmental contamination that we have no knowledge about as of the date of this report and/or for which we may not be at fault.
Failure to comply with existing environmental laws could result in increased expenditures, litigation, and potential loss to our business and in our asset value, which would have an adverse effect on our financial condition, results of operations, and cash flow.
Our operations are subject to regulation under various federal, state, and local environmental laws, including those relating to: the handling, storage, transportation, treatment, and disposal of medical waste products generated at our communities; identification and warning of the presence of asbestos-containing materials in buildings, as well as removal of such materials; the presence of
other substances in the indoor environment; and protection of the environment and natural resources in connection with development or construction of our properties.
Some of our communities generate infectious or other hazardous medical waste due to the illness or physical condition of the residents. EachOur communities’ engagement of our communities has an agreement with a waste management companycompanies for the proper disposal of all infectious medical waste but the use of such waste management companies does not immunize us from alleged violations of such laws for operations for which we are responsible even if carried out by such waste management companies, nor does it immunize us from third-party claims for the cost to cleanup disposal sites at which such wastes have been disposed.
Federal regulations require building owners and those exercising control over a building's management to identify and warn their employees and certain other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits. Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.
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The presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may lead to the incurrence of costs for remediation, mitigation, or the implementation of an operations and maintenance plan and may result in third partythird-party litigation for personal injury or property damage. Furthermore, in some circumstances, areas affected by mold may be unusable for periods of time for repairs, and even after successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market value.
Although we believe that we are currently in material compliance with applicable environmental laws, if we fail to comply with such laws in the future, we would face increased expenditures both in terms of fines and remediation of the underlying problem(s), potential litigation relating to exposure to such materials, and potential decrease in value to our business and in the value of our underlying assets. Therefore, our failure to comply with existing environmental laws would have an adverse effect on our financial condition, results of operations, and cash flow.
We are unable to predict the future course of federal, state, and local environmental regulation and legislation. Changes in the environmental regulatory framework (including legislative or regulatory efforts designed to address climate change, such as the proposed "cap and trade" legislation)change) could have a material adverse effect on our business. In addition, becauseBecause environmental laws vary from state to state, expansion of our operations to states where we do not currently operate may subject us to additional restrictions on the manner in which we operate our communities.
Significant legal actions and liability claims against us, including class action and stockholder derivative complaints, could subject us to increased operating costs and substantial uninsured liabilities, which may adversely affect our financial condition and results of operations.
We have been and are currently involved in litigation and claims including putative class action claims from time to time, incidental to the conduct of our business, which we believe are generally comparable to other companies in the senior living and healthcare industries.industries, including, but not limited to, putative class action claims from time to time regarding staffing at our communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, we maintain general liability, and professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are adequate,appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards. Our current policies are written on a claims-made basis and provide for deductibles for each claim.claim and contain various exclusions from coverage. We use our wholly-owned captive insurance company for the purpose of insuring certain portions of our risk retention under our general and professional liability insurance programs. Accordingly, we are, in effect, self-insured for claims that are less than the deductible amounts and for claims that exceed the funding level of our captive, and for claims or portions of claims that are not covered by such policies.policies and/or exceed the policy limits. If we experience a greater number of losses than we anticipate, or if certain claims are not ultimately covered by insurance, our results of operations and financial condition could be adversely affected.
The senior living and healthcare services businesses entailindustry entails an inherent risk of liability, particularly given the demographics of our residents and patients, including age and health, and the services we provide. In recent years, we, as well as other participants in our industry, have been subject to an increasing number of claims and lawsuits alleging that our services have resulted in resident injury or other adverse effects. Many of these lawsuits involve large damage claims and significant legal costs. The frequency and magnitude of such alleged claims and legal costs may increase due to the COVID-19 pandemic or our response efforts. Many states continue to consider tort reform and how it will apply to the senior living industry. We may continue to be faced with the threat of large
jury verdicts in jurisdictions that do not find favor with large senior living or healthcare providers. There can be no guarantee that we will not have any claims that exceed our policy limits in the future, which could subject us to substantial uninsured liabilities.
If a successful claim is made against us and it is not covered by our insurance or exceeds the policy limits, our financial condition and results of operations could be materially and adversely affected. In some states, state law may prohibit or limit insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation. As a result, we may be liable for punitive damage awards in these states that either are not covered or are in excess of our insurance policy limits. Also, our insurance policies' deductibles, or self-insured retention, are accrued based on an actuarial projection of future liabilities. If these projections are inaccurate and if there is an unexpectedly large number of successful claims that result in liabilities in excess of our accrued reserves, our operating results could be negatively affected. Claims against us, regardless of their merit or eventual outcome, also could have a material adverse effect on our ability to attract residents or expand our business and could require our management to devote time to matters unrelated to the day-to-day operation of our business. We also have to renew our policies every year and negotiate acceptable terms for coverage, exposing us to the volatility of the insurance markets, including the possibility of rate increases.increases and changes in coverage and other terms. There can be no assurance that we will be able to obtain liability insurance in the future or, if available, that such coverage will be available on acceptable terms.
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We face periodic and routine reviews, audits, and investigations by government agencies, and any adverse findings could negatively impact our business, financial condition, results of operations, and cash flow.
The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, we are subject to various government reviews, audits, and investigations to verify our compliance with Medicare and Medicaid programs and other applicable laws and regulations. CMS has engaged a number of third partythird-party firms including Recovery Audit Contractors (RAC), Zone Program Integrity Contractors (ZPIC), and Unified Program Integrity Contractors (UPIC), to conduct extensive reviews ofreview claims data to evaluate the appropriateness of billings submitted for payment. Audit contractors may identify overpayments based on coverage requirements, billing and coding rules, or other risk areas.billings. In addition to identifying overpayments, audit contractors can refer suspected violations of law to government enforcement authorities. An adverse determinationoutcome of government reviews, audits, and investigationsscrutiny may result in citations, sanctions, and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, and termination of participation in Medicare and Medicaid programs, and/orand damage to the Company'sour business reputation. Our costs to respond to and defend any such audits, reviews, and investigations may be significant, and are likely to increase in the current enforcement environment, and any resulting sanctions or criminal, civil, or regulatory penalties could have a material adverse effect on our business, financial condition, results of operations, and cash flow.
The cost and difficulty of complying with increasing and evolving regulation and enforcement could have an adverse effect on our business, results of operations, and cash flow.
The regulatory environment surrounding the senior living industry continues to evolve and intensify in the amountnumber and type of laws and regulations affecting it, many of which vary from state to state. In addition, manyMany senior living communities are subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities. In several of the states in which we operate there are different levels of care that canmay be provided based on the level of licensure. In addition, severalSeveral of the states in which we operate, or intend to operate, assisted living and memory care communities, home health and hospice agencies, and/or skilled nursing facilities require a certificate of need before thea community or agency canmay be opened or the services at an existing community canmay be expanded. These regulatory requirements, and the increased enforcement thereof, could affect our ability to expand into new markets, to expand our services and communities in existing markets, and if any of our presently licensed communities were to operate outside of its licensing authority, may subject us to penalties including closure of the community. See "Item 1. Business-Industry Regulation" for more information regarding regulation and enforcement in our industry.
Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations. This is particularly true for large for-profit, multi-community providers like us. Future regulatory developments as well as mandatory increases in the scope and severity of deficiencies determined by survey or inspection officials could cause our operations to suffer. We are unable to predict the future course of federal, state, and local legislation or regulation. If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, our business, results of operations, and cash flow could be adversely affected.
The intensified regulatory and enforcement environment impacts providers like us because of the increase in the number of inspections or surveys by governmental authorities and consequent citations for failure to comply with regulatory requirements. We also expend considerable resources to respond to federal and state investigations or other enforcement action. From time to time in the ordinary course of business, we receive deficiencysurvey reports from state andor federal regulatory bodies citing deficiencies resulting from such
inspections or surveys. Although most inspection deficiencies are resolved through a plan of corrective action, the reviewing agency may have the authority to take further action against a licensed or certified facility,community, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions, loss of certification as a provider under federal reimbursement programs, or imposition of other sanctions, including criminal penalties. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. The failure to comply with applicable legal and regulatory requirements could result in a material adverse effect to our business as a whole.
There are various extremely complex federal and state laws governing a wide array of referralreferrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing attention and resources to such anti-fraud initiatives. Some examples are the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Balanced Budget Act of 1997, and the False Claims Act, which gives private individuals the ability to bring an action on behalf of the federal government. The violation of any of these laws or regulations may result in the imposition of fines or other penalties that could increase our costs and otherwise jeopardize our business. Because of incentives allowing a private individual to bring a claim on behalf of the federal government, so-called "whistleblower" suits have become more frequent.
Additionally, since we provide services and operate communities that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement
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which are false, fraudulent, or are for items or services that were not provided as claimed. Similar state laws vary from state to state. Violation of any of these laws can result in loss of licensure, citations, sanctions, and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, or termination of participation in Medicare and Medicaid programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults.
We are also subject to certain federal and state laws that regulate financial arrangements by healthcare providers, such as the Federalfederal Anti-Kickback Law,Statute, the Stark laws, and certain state referral laws. Authorities have interpreted the Federalfederal Anti-Kickback LawStatute very broadly to apply to many practices and relationships between healthcare providers and sources of patient referral. If we were to violate the Federalfederal Anti-Kickback Law,Statute, we may face criminal penalties and civil sanctions, including fines and possible exclusion from government reimbursement programs, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. Adverse consequences may also result if we violate federal Stark laws related to certain Medicare and Medicaid physician referrals. While we endeavor to comply with all laws that regulate the licensure and operation of our business, it is difficult to predict how our revenues could be affected if we were subject to an action alleging such violations.
We are subject to federal and state laws, regulations and executive orders relating to healthcare providers’ response to the COVID-19 pandemic. These requirements vary based on provider type and jurisdiction but generally may include mandatory requirements vaccination of staff, testing of residents and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff, and regulatory bodies related to positive COVID-19 cases. Enhanced or additional penalties may apply for violation of such requirements.
Compliance with the Americans with Disabilities Act and Fair Housing Act, safety and health standards of the Occupational Safety and Health Administration, and other fire, safety, health, and other regulations may require us to make unanticipated expenditures, which could increase our costs and therefore adversely affect our results of operations and financial condition.
Certain of our communities, or portions thereof, aremay be subject to compliance with the Americans with Disabilities Act, or ADA. The ADA has separate compliance requirements for "public accommodations" and "commercial properties," but generally requires that buildings be made accessible to people with disabilities. ComplianceIf applicable, compliance with ADA requirements could require removal of access barriers and non-compliance could result in imposition of government fines or an award of damages to private litigants.
We must also comply with the Fair Housing Act, which prohibits us from discriminating against individuals on certain bases in any of our practices if it would cause such individuals to face barriers in gaining residency in any of our communities. Additionally, the Fair Housing Act and other state laws require that we advertise our services in such a way that we promote diversity and not limit it. We may be required, among other things, to change our marketing techniques to comply with these requirements.
In addition, we are required to operate our communities in compliance with applicable safety and health standards of the Occupational Safety and Health Administration, and other fire, health, and safety regulations, building codes and other land use regulations, and food licensing or certification requirements as they may be adopted by governmental agencies and bodies from time to time. Like other healthcare facilities, senior living communities are subject to periodic survey or inspection by governmental authorities to assess and assure compliance with regulatory requirements. Surveys occur on a regular (often annual or bi-annual) schedule, and special surveys may result from a specific complaint filed by a resident, a family member, or one of our competitors. We may be required to make substantial capital expenditures to comply with those requirements.
Legislation was adopted in the State of Florida in March 2018 that requires skilled nursing homes and assisted living communities in Florida to obtain generators and fuel necessary to sustain operations and maintain comfortable temperatures in the event of a power outage. Our cost to comply with this legislation washas been approximately $19.1$20 million without a corresponding increase in our revenues. If other states or jurisdictions were to adopt similar legislation or regulation, the cost to comply with such requirements may be substantial and may not result in any additional revenues.
The increased costs and capital expenditures that we may incur in order to comply with any of the above would result in a negative effect on our results of operations and financial condition.
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Changes in federal, state, and local employment-related laws and regulations, or our failure to comply with these laws and regulations could have an adverse effect on our financial condition, results of operations, and cash flow.
We are subject to Oura wide variety of federal, state, and local employment-related laws and regulations which govern matters including, but not limited to, wage and hour requirements, equal employment opportunity obligations, leaves of absence and reasonable accommodations, employee benefits, the right of employees to engage in protected concerted activity (including union organizing), and occupational health and safety requirements. Because labor represents such a large portion of our operating expenses, changes in federal, state, and local employment-related laws and regulations could increase our cost of doing business. Furthermore, any failure to comply with these laws can result in significant protracted litigation, government investigation, penalties, or other damages which could have an adverse effect on our financial condition, results of operations, and cash flow.
Corporate Organization and Structure
Anti-takeover provisions in our organizational documents may delay, deter, or prevent a tender offer, merger, or acquisition that investors may consider favorable or prevent the removal of our current board of directors.
Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws may delay, deter, or prevent a tender offer, merger, or acquisition that investors may consider favorable or prevent the removal of our current board of directors. Among these anti-takeoverSuch provisions isinclude:
•provisions allowing the classified structure of our Board of Directors pursuant to which our Board is divided into three classes of directors and each of our directors elected at or prior to the 2018 annual meeting of stockholders was elected to serve a three-year term. Although we are in the process of phasing out our classified board structure, our full Board will not begin standing for annual elections until the 2021 annual meeting of stockholders. Until the 2021 annual meeting of stockholders, directors may be removed from office only for cause. Additional anti-takeover provisions in our organizational documents that will hinder takeover attempts include:
issue blank-check preferred stock;
•provisions preventing stockholders from calling special meetings or acting by written consent;
•advance notice requirements for stockholders with respect to director nominations and actions to be taken at annual meetings; and
•no provision in our amended and restated certificate of incorporation for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election.
Additionally, our amended and restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, will not apply to us.
We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.
We are a holding company with no material direct operations. Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries. As a result, we are dependent on loans, distributions, and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and have no obligation to make funds available to us.
Various factors, including general economic conditions and the spread of contagious illnesses, could adversely affect our financial performance and other aspects of our business.
General economic conditions, such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits and insurance, interest rates, and tax rates, affect our facility operating, facility lease, general and administrative and other expenses, and we have no control or limited ability to Our Common Stockcontrol such factors. Current global economic conditions and uncertainties, including due to the COVID-19 pandemic, the potential for failures or realignments of financial institutions, and the related impact on available credit may affect us and our business partners, landlords, counterparties, and residents or prospective residents in an adverse manner including, but not limited to, reducing access to liquid funds or credit, increasing the cost of credit, limiting our ability to manage interest rate risk, increasing the risk that certain of our business partners, landlords or counterparties would be unable to fulfill their obligations to us, and other impacts which we are unable to fully anticipate. In addition to the impact of the COVID-19 pandemic on our occupancy, seasonal contagious illnesses such as cold and flu, which typically more severely impact seniors than the general population may negatively affect our occupancy. The continued COVID-19 pandemic, severe cold and flu season, or an outbreak of other contagious disease in the markets in which we operate could result in a regulatory ban on admissions, decreased occupancy, and otherwise adversely affect our business.
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The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.
The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, stockholders may be unable to resell their shares at or above their purchase price. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price, result in fluctuations in the price, or trading volume of our common stock include:
•variations in our quarterlyreported results of operations and cash flow;
flow, and changes in our operating performance and liquidityfinancial guidance;
•the contents of published research reports about us or the senior living, healthcare, or real estate industries, or the failure of securities analysts to cover our common stock;stock, or changes in market valuations of similar companies;
•additions or departures of key management personnel;
•any increased indebtedness we may incur, any inability to refinance maturing indebtedness, or lease obligations we may enter into in the future;
•actions by institutional stockholders;
•announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;
•speculation or reports by the press or investment community with respect to us, other senior living operators or healthcare providers, or the senior living, healthcare, or real estate industries in general;
•proxy contests or other shareholderstockholder activism;
•increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
yield or downturns in the real estate market or changes in market valuations of senior living communities;market;
•changes or proposed changes in laws or regulations affecting the senior living and healthcare industries or enforcement of these laws and regulations, or announcements relating to these matters; and
•general market and economic conditions.
Future offerings of debt or equity securities by us may adversely affect the market price of our common stock.
In the future, we may attempt to increase our capital resources by offering additional debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible securities, series of preferred shares, or shares of our common stock. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, would receive a distribution of our available assets prior to the holders of our common stock. We may issue all of the shares of our common stock that are authorized but unissued (and not otherwise reserved for issuance under our stock incentive plan or purchase plans, outstanding warrants, or outstanding convertible senior notes) without any action or approval by our stockholders. Additional equity offerings may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock, or both. Shares of our preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their shareholdings in us.
We value constructive input from our stockholders and engage in dialogue with our stockholders regarding our governance practices, strategy, and performance. However, activist stockholders may disagree with the composition of our Board of Directors or management, our strategy, or capital allocation decisions and may seek to effect change through various strategies that range from private engagement to public campaigns, proxy contests, efforts to force proposals, or transactions not supported by our Board of Directors and litigation. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our Board of Directors, management, and our associates and interfere with our ability to pursue our strategy and to attract and retain qualified Board and executive leadership. The perceived uncertainty as to our future direction that may result from actions of activist stockholders may also negatively affected by salesimpact our ability to attract and retain residents at our communities. We cannot provide assurance that constructive engagement with our stockholders will be successful. Any such stockholder activism may have an adverse effect on our business, results of substantial amountsoperations, cash flow, and the market price of our common stock in the public markets.stock.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Communities
As of December 31, 2019,2021, we operated and managed 763679 communities across 4541 states, with the capacity to serve approximately 72,000over 60,000 residents. As of December 31, 2019,2021, we owned 330347 communities, leased 333299 communities, managed 17 communities for which we have an equity interest, and managed 8333 communities on behalf of third parties. Substantially allothers. As of December 31, 2021, 83% of our owned communities are subject to non-recourse mortgage debt. The following table sets forth certain information regarding our owned, leased, and managed communities as of December 31, 2019. Occupancy data includes2021, or, for occupancy, represents the impact of managed communities.weighted average occupancy for December 2021.
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| Number of Communities | Number of Communities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| State | Units | Occupancy | Owned | Leased | Managed | Total | State | Units | Owned | Leased | Managed | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Texas | Texas | 8,018 | 56 | 19 | 11 | 86 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Florida | 11,814 | 83 | % | 43 | 32 | 12 | 87 | Florida | 6,083 | 43 | 29 | — | 72 | |||||||||||||||||||||||||||||||||||||||||||
| Texas | 9,599 | 83 | % | 56 | 19 | 19 | 94 | |||||||||||||||||||||||||||||||||||||||||||||||||
| California | 7,455 | 83 | % | 25 | 24 | 13 | 62 | California | 5,661 | 26 | 19 | 3 | 48 | |||||||||||||||||||||||||||||||||||||||||||
| North Carolina | North Carolina | 3,401 | 7 | 50 | — | 57 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colorado | 3,822 | 81 | % | 11 | 13 | 9 | 33 | Colorado | 3,380 | 13 | 11 | 5 | 29 | |||||||||||||||||||||||||||||||||||||||||||
| North Carolina | 3,401 | 87 | % | 7 | 50 | — | 57 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Illinois | 3,027 | 88 | % | 2 | 10 | 3 | 15 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ohio | 2,876 | 83 | % | 20 | 15 | — | 35 | Ohio | 2,895 | 15 | 14 | 6 | 35 | |||||||||||||||||||||||||||||||||||||||||||
| Washington | 2,810 | 88 | % | 14 | 19 | — | 33 | Washington | 2,833 | 15 | 18 | — | 33 | |||||||||||||||||||||||||||||||||||||||||||
| Illinois | Illinois | 2,816 | 3 | 9 | 1 | 13 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Arizona | 2,153 | 87 | % | 13 | 13 | 1 | 27 | Arizona | 2,051 | 17 | 9 | — | 26 | |||||||||||||||||||||||||||||||||||||||||||
| Oregon | Oregon | 1,805 | 12 | 11 | — | 23 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Michigan | 2,116 | 82 | % | 9 | 23 | 1 | 33 | Michigan | 1,678 | 9 | 22 | — | 31 | |||||||||||||||||||||||||||||||||||||||||||
| Oregon | 1,805 | 92 | % | 8 | 15 | — | 23 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tennessee | Tennessee | 1,506 | 16 | 6 | 1 | 23 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| New York | 1,599 | 87 | % | 10 | 9 | 3 | 22 | New York | 1,498 | 10 | 9 | 2 | 21 | |||||||||||||||||||||||||||||||||||||||||||
| Tennessee | 1,493 | 90 | % | 12 | 10 | 1 | 23 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Kansas | Kansas | 1,116 | 8 | 10 | — | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| New Jersey | New Jersey | 1,024 | 7 | 5 | — | 12 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Virginia | 1,206 | 81 | % | 7 | 3 | 2 | 12 | Virginia | 964 | 7 | 3 | — | 10 | |||||||||||||||||||||||||||||||||||||||||||
| Massachusetts | Massachusetts | 899 | 3 | 3 | — | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pennsylvania | 1,205 | 83 | % | 7 | 3 | 1 | 11 | Pennsylvania | 766 | 7 | 3 | — | 10 | |||||||||||||||||||||||||||||||||||||||||||
| New Jersey | 1,148 | 89 | % | 7 | 5 | 1 | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Kansas | 1,114 | 90 | % | 8 | 10 | — | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Missouri | 1,096 | 88 | % | 2 | — | 3 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Alabama | 1,085 | 87 | % | 6 | — | 1 | 7 | Alabama | 732 | 4 | — | — | 4 | |||||||||||||||||||||||||||||||||||||||||||
| Oklahoma | 979 | 91 | % | 3 | 15 | 5 | 23 | Oklahoma | 687 | 3 | 15 | — | 18 | |||||||||||||||||||||||||||||||||||||||||||
| Massachusetts | 899 | 83 | % | 3 | 3 | — | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Georgia | 882 | 85 | % | 5 | 3 | 4 | 12 | Georgia | 656 | 8 | — | — | 8 | |||||||||||||||||||||||||||||||||||||||||||
| Connecticut | Connecticut | 636 | 2 | 3 | 1 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| South Carolina | 854 | 78 | % | 3 | 7 | 3 | 13 | South Carolina | 611 | 4 | 6 | 1 | 11 | |||||||||||||||||||||||||||||||||||||||||||
| Indiana | 829 | 74 | % | 4 | 4 | 1 | 9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Wisconsin | 712 | 90 | % | 5 | 7 | 2 | 14 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Connecticut | 636 | 77 | % | 2 | 3 | 1 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Maryland | 560 | 89 | % | 2 | 1 | 3 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Idaho | 548 | 88 | % | 6 | 1 | — | 7 | Idaho | 548 | 6 | 1 | — | 7 | |||||||||||||||||||||||||||||||||||||||||||
| Minnesota | 538 | 75 | % | — | 12 | — | 12 | Minnesota | 538 | — | 12 | — | 12 | |||||||||||||||||||||||||||||||||||||||||||
| Louisiana | Louisiana | 486 | 6 | — | — | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Wisconsin | Wisconsin | 485 | 5 | 7 | — | 12 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Missouri | Missouri | 479 | 2 | — | 1 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| New Mexico | New Mexico | 426 | 2 | 1 | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Rhode Island | 532 | 86 | % | 1 | 2 | 1 | 4 | Rhode Island | 397 | 3 | — | — | 3 | |||||||||||||||||||||||||||||||||||||||||||
| Mississippi | Mississippi | 386 | 5 | — | — | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Indiana | Indiana | 373 | 4 | 4 | — | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Maryland | Maryland | 359 | 3 | — | 1 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Arkansas | 494 | 83 | % | 4 | — | 1 | 5 | Arkansas | 332 | 4 | — | — | 4 | |||||||||||||||||||||||||||||||||||||||||||
| Louisiana | 486 | 85 | % | 6 | — | — | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| New Mexico | 457 | 69 | % | 2 | 1 | 1 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mississippi | 386 | 83 | % | 5 | — | — | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Nebraska | 379 | 85 | % | — | — | 4 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Nevada | Nevada | 256 | 4 | — | — | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Kentucky | 283 | 76 | % | 2 | 1 | — | 3 | Kentucky | 163 | 2 | — | — | 2 | |||||||||||||||||||||||||||||||||||||||||||
| Nevada | 256 | 89 | % | 4 | — | — | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Delaware | Delaware | 105 | 2 | — | — | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Vermont | Vermont | 101 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| West Virginia | West Virginia | 93 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| New Hampshire | New Hampshire | 90 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Montana | 137 | 91 | % | 1 | — | 1 | 2 | Montana | 76 | 1 | — | — | 1 | |||||||||||||||||||||||||||||||||||||||||||
| Iowa | 106 | 67 | % | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Total | 57,409 | 347 | 299 | 33 | 679 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| December 2021 occupancy rate (weighted average) | December 2021 occupancy rate (weighted average) | 72.8 | % | 74.8 | % | 71.6 | % | 73.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||
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| Number of Communities | ||||||||||||||||||
| State | Units | Occupancy | Owned | Leased | Managed | Total | ||||||||||||
| Delaware | 105 | 89 | % | 2 | — | — | 2 | |||||||||||
| Vermont | 101 | 87 | % | 1 | — | — | 1 | |||||||||||
| West Virginia | 93 | 89 | % | 1 | — | — | 1 | |||||||||||
| New Hampshire | 90 | 98 | % | 1 | — | — | 1 | |||||||||||
| Utah | 55 | 99 | % | — | — | 1 | 1 | |||||||||||
| Wyoming | 46 | 76 | % | — | — | 1 | 1 | |||||||||||
| Total | 72,267 | 84 | % | 330 | 333 | 100 | 763 | |||||||||||
Corporate Offices
Our main corporate offices are leased, including our 107,71398,656 square foot headquarters facility in Brentwood, Tennessee and our 156,016 square foot shared service facilityoffice in Milwaukee, Wisconsin.
Item 3. Legal Proceedings
The information contained in Note 1813 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol "BKD"."BKD." As of February 14, 2020,11, 2022, there were approximately 357350 holders of record of our common stock.
Dividend Policy
On December 30, 2008, our Board of Directors voted to suspend our quarterly cash dividend indefinitely. We may determine to pay a regular quarterly dividend to the holders of our common stock in the future, but in the near term, we anticipate deploying capital to, among other uses, fund: opportunistic share repurchases, planned capital expenditures,expenditures; any acquisition,development, investment, development,acquisition, or potential lease restructuring opportunities that we identify,identify; investments to support our strategy,strategy; or reductions to our debt and lease leverage.
Our ability to pay and maintain cash dividends in the future will be based on many factors, including then-existing contractual restrictions or limitations, our ability to execute our strategy, our ability to negotiate favorable lease and other contractual terms, anticipated operating expense levels, our capital expenditure plans, the level of demand for our units, occupancy rates, the rates we charge, and our liquidity position. Some of the factors are beyond our control and a change in any such factor could affect our ability to pay or maintain dividends. We can give no assurance as to our ability to pay or maintain dividends in the future. As we have done in the past, we may also pay dividends in the future that exceed our net income for the relevant period as calculated in accordance with GAAP.
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Share Price Performance Graph
The following graph compares the five-year cumulative total return for Brookdale common stock with the comparable cumulative return of the S&P 500, Russell 3000 and S&P Health Care Indices. We are not a constituent company of the S&P 500 Index and have determined to replace the S&P 500 Index with the Russell 3000 Index because we, and companies with market capitalizations comparable to ours, are included in the Russell 3000 Index. The return of the S&P 500 Index is included in the graph to aid in comparison for the transition year.
The graph assumes that a person invested $100 in Brookdale stock and each of the indices on December 31, 20142016 and that dividends are reinvested. The comparisons in this graph are not intended to forecast or be indicative of possible future performance of Brookdale shares or such indices.
| 12/14 | 12/15 | 12/16 | 12/17 | 12/18 | 12/19 | |||||||||||||||||||
| Brookdale Senior Living Inc. | $ | 100.00 | $ | 50.34 | $ | 33.87 | $ | 26.45 | $ | 18.27 | $ | 19.83 | ||||||||||||
| S&P 500 | 100.00 | 101.38 | 113.51 | 138.29 | 132.23 | 173.86 | ||||||||||||||||||
| Russell 3000 | 100.00 | 100.48 | 113.27 | 137.21 | 130.02 | 170.35 | ||||||||||||||||||
| S&P Health Care | 100.00 | 106.89 | 104.01 | 126.98 | 135.19 | 163.34 | ||||||||||||||||||
| 12/16 | 12/17 | 12/18 | 12/19 | 12/20 | 12/21 | |||||||||||||||||||||||||||||||||
| Brookdale Senior Living Inc. | $ | 100.00 | $ | 78.10 | $ | 53.95 | $ | 58.53 | $ | 35.67 | $ | 41.55 | ||||||||||||||||||||||||||
| Russell 3000 | 100.00 | 121.13 | 114.78 | 150.39 | 181.80 | 228.45 | ||||||||||||||||||||||||||||||||
| S&P Health Care | 100.00 | 122.08 | 129.97 | 157.04 | 178.15 | 224.70 | ||||||||||||||||||||||||||||||||
The performance graph and related information shall not be deemed to be filed as part of this Annual Report on Form 10-K and do not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by the Companyus under the Securities Act or the Exchange Act, except to the extent that the Companywe specifically incorporatesincorporate them by reference into such filing.
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Recent Sales of Unregistered Securities
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table contains information regarding purchases of our common stock made during the quarterthree months ended December 31, 20192021 by or on behalf of the Companyus or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:Act.
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2) | ||||||||||||||||||||||
| 10/1/2021 - 10/31/2021 | — | $ | — | — | $ | 44,026 | ||||||||||||||||||||
| 11/1/2021 - 11/30/2021 | 27,635 | $ | 6.76 | — | $ | 44,026 | ||||||||||||||||||||
| 12/1/2021 - 12/31/2021 | — | $ | — | — | $ | 44,026 | ||||||||||||||||||||
| Total | 27,635 | $ | 6.76 | — | ||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($ in thousands) (2) | ||||||||||
| 10/1/2019 - 10/31/2019 | — | $ | — | — | $ | 67,703 | ||||||||
| 11/1/2019 - 11/30/2019 | 685,888 | 6.99 | 675,812 | 62,977 | ||||||||||
| 12/1/2019 - 12/31/2019 | 118,468 | 6.99 | 118,468 | 62,149 | ||||||||||
| Total | 804,356 | $ | 6.99 | 794,280 | ||||||||||
(2)On November 1, 2016, we announced that our Board of Directors had approved a share repurchase program that authorizes us to purchase up to $100.0 million in the five-year period endedaggregate of our common stock. The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope, and timing of any purchases will be based on business, market, and other conditions and factors, including price, regulatory, and contractual requirements, and capital availability. The repurchase program does not obligate us to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at our discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. As of December 31, 2019 have been derived from our audited financial statements. The results of operations for any particular period are not necessarily indicative of results for any future period.2021, $44.0 million remained available under the repurchase program.
| (in thousands, except per share and other operating data) | For the Years Ended December 31, | ||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| Total revenue | $ | 4,057,088 | $ | 4,531,426 | $ | 4,747,116 | $ | 4,976,980 | $ | 4,960,608 | |||||||||
| Facility operating expense | 2,390,495 | 2,453,328 | 2,602,155 | 2,799,402 | 2,788,862 | ||||||||||||||
| General and administrative expense | 219,289 | 259,475 | 278,019 | 317,399 | 378,831 | ||||||||||||||
| Facility operating lease expense | 269,666 | 303,294 | 339,721 | 373,635 | 367,574 | ||||||||||||||
| Depreciation and amortization | 379,433 | 447,455 | 482,077 | 520,402 | 733,165 | ||||||||||||||
Goodwill and asset impairment (1) | 49,266 | 489,893 | 409,782 | 248,515 | 57,941 | ||||||||||||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 162,001 | 14,276 | 11,113 | 76,143 | ||||||||||||||
| Costs incurred on behalf of managed communities | 790,049 | 1,010,229 | 891,131 | 737,597 | 723,298 | ||||||||||||||
| Total operating expense | 4,101,586 | 5,125,675 | 5,017,161 | 5,008,063 | 5,125,814 | ||||||||||||||
| Income (loss) from operations | (44,498 | ) | (594,249 | ) | (270,045 | ) | (31,083 | ) | (165,206 | ) | |||||||||
| Interest income | 9,859 | 9,846 | 4,623 | 2,933 | 1,603 | ||||||||||||||
| Interest expense | (248,341 | ) | (280,269 | ) | (326,154 | ) | (385,617 | ) | (388,764 | ) | |||||||||
| Debt modification and extinguishment costs | (5,247 | ) | (11,677 | ) | (12,409 | ) | (9,170 | ) | (7,020 | ) | |||||||||
| Equity in earnings (loss) of unconsolidated ventures | (4,544 | ) | (8,804 | ) | (14,827 | ) | 1,660 | (804 | ) | ||||||||||
| Gain (loss) on sale of assets, net | 7,245 | 293,246 | 19,273 | 7,218 | 1,270 | ||||||||||||||
| Other non-operating income (loss) | 14,765 | 14,099 | 11,418 | 14,801 | 8,557 | ||||||||||||||
| Income (loss) before income taxes | (270,761 | ) | (577,808 | ) | (588,121 | ) | (399,258 | ) | (550,364 | ) | |||||||||
| Benefit (provision) for income taxes | 2,269 | 49,456 | 16,515 | (5,378 | ) | 92,209 | |||||||||||||
| Net income (loss) | (268,492 | ) | (528,352 | ) | (571,606 | ) | (404,636 | ) | (458,155 | ) | |||||||||
| Net (income) loss attributable to noncontrolling interest | 561 | 94 | 187 | 239 | 678 | ||||||||||||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | (267,931 | ) | $ | (528,258 | ) | $ | (571,419 | ) | $ | (404,397 | ) | $ | (457,477 | ) | ||||
| Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders | $ | (1.44 | ) | $ | (2.82 | ) | $ | (3.07 | ) | $ | (2.18 | ) | $ | (2.48 | ) | ||||
| Weighted average shares of common stock used in computing basic and diluted net income (loss) per share | 185,907 | 187,468 | 186,155 | 185,653 | 184,333 | ||||||||||||||
| Other Operating Data: | |||||||||||||||||||
| Number of communities operated and managed (at end of period) | 763 | 892 | 1,023 | 1,055 | 1,123 | ||||||||||||||
| Total units operated and managed: | |||||||||||||||||||
| Period end | 72,267 | 84,279 | 100,582 | 102,768 | 107,786 | ||||||||||||||
| Average | 77,270 | 94,562 | 101,779 | 106,122 | 109,342 | ||||||||||||||
RevPAR (2) | $ | 4,106 | $ | 3,972 | $ | 3,890 | $ | 3,845 | $ | 3,742 | |||||||||
| Owned/leased communities occupancy rate (weighted average) | 83.9 | % | 84.3 | % | 85.0 | % | 86.0 | % | 86.8 | % | |||||||||
RevPOR (3) | $ | 4,893 | $ | 4,712 | $ | 4,578 | $ | 4,468 | $ | 4,310 | |||||||||
| As of December 31, | |||||||||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
| Cash and cash equivalents | $ | 240,227 | $ | 398,267 | $ | 222,647 | $ | 216,397 | $ | 88,029 | |||||||||
| Marketable securities | 68,567 | 14,855 | 291,796 | — | — | ||||||||||||||
Total assets (1) | 7,194,433 | 6,467,260 | 7,675,449 | 9,217,687 | 10,048,564 | ||||||||||||||
| Total long-term debt and line of credit | 3,555,123 | 3,640,180 | 3,870,737 | 3,559,647 | 3,942,825 | ||||||||||||||
| Total financing lease obligations | 834,580 | 874,476 | 1,271,554 | 2,485,520 | 2,489,588 | ||||||||||||||
Total operating lease obligations (1) | 1,470,765 | — | — | — | — | ||||||||||||||
| Total equity | 698,725 | 1,018,413 | 1,530,291 | 2,077,732 | 2,458,727 | ||||||||||||||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis should be read in conjunction with the information contained in "Item 6. Selected Financial Data" and our historical consolidated financial statements and related notes contained in "Item 8. Financial Statements and Supplementary Data." In addition to historical information, this discussion and analysis may contain forward-looking statements that involve risks, uncertainties, and assumptions, which could cause actual results to differ materially from management's expectations. Please seeSee additional risks and uncertainties described in "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" for more information. Factors that could cause such differences include those described in this section and "Item 1A. Risk Factors" of this Annual Report on Form 10-K.
Executive Overview and Recent Developments
Our Business
assisted living, memory care, and continuing care retirement communities ("CCRCs"). We also offer a range of home health, hospice, and outpatient therapy services to more than 20,000 patients as of that date.CCRCs.
Strategy
Our goal is to be the first choice in senior living by being the nation's most trusted and effective senior living provider and employer. We believe there are significant opportunitiesBrookdale continues to deliver stockholder value asbe driven by its mission—to enrich the lives of those we executeserve with compassion, respect, excellence, and integrity. During this pandemic recovery phase, we have continued to focus on the health and wellbeing of our strategy to achieve this goal.residents and associates and "Winning the Recovery, Faster" by providing high quality care and personalized service. We continue to execute our core operational strategy that we initiated in early 2018, and we believe successful execution on thatthis strategy provides the best opportunity for us to create attractive long-term stockholder value. During this recovery phase, we are focused on priorities that will position us for growth and take advantage of positive trends in demographics, customer preferences, and lower new supply in the industry. Our key strategic priorities are as follows.
•Attract, engage, develop, and retain the best associates. Brookdale’s culture is based on servant leadership. We have supplementedbelieve engaged associates lead to an enhanced resident experience, higher retention, and ultimately improved operations that drives accelerated growth. Through this strategic priority, we intend to diversify and optimize our operational strategy with initiatives intended to complementrecruiting plans and enhance our core operational efforts and to position usalready compelling value proposition for futureour associates in the areas of compensation, leadership, career growth, and success asmeaningful work.
•Get every available room in service at the best profitable rate. We believe that we encounter changesprovide highly valuable services to seniors, and trendswe continue to strive to expand the number of seniors we serve through increasing our occupancy levels, while remaining focused on driving rate and improving margin. With this strategic priority, we intend to ensure all communities are appropriately priced within their market. Through our targeted sales and marketing efforts, we plan to drive increased move-ins through enhanced outreach with impactful points of differentiation based on quality, a portfolio of choices, and personalized service delivered by caring and engaged associates.
•Earn resident and family trust and satisfaction by providing valued high quality care and personalized service. We believe that earning the trust of our residents and their families will allow us to build relationships that create passionate advocates and generate referrals. We intend to create a consistent high quality experience for residents, including through the implementation and execution of our high quality clinical, operational, and resident engagement programs. We are a learning organization that uses multiple tools to obtain feedback from residents, their families, and our associates to improve our services to meet the changing needs of residents.
The above three priorities are intended to provide long-term returns to our stockholders by focusing on growing RevPAR, Adjusted EBITDA, and cash flow.
Strategic innovation also continues to be an important factor for our long-term growth. We are piloting programs in demographics, technology,several areas and, in the future, plan to roll out initiatives to further accelerate our growth. We plan to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, where opportunities arise, pursue development, investment, and acquisition opportunities.
•Enhance Healthcare and Wellness. Our vision is to enable those we serve to live well by offering our residents a high-quality healthcare and wellness platform. We believe Brookdale is uniquely positioned to be a key participant and partner in the value-based healthcare ecosystem. Our initiatives include piloting redesigned delivery of clinical care within assisted living communities and embedding technology-enabled care management capabilities, in order to better align our communities with payors, providers, and healthcare delivery methods. Our refined strategy is focused onsystems. We are also piloting the expansion of our private duty
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services business to serve those living outside of our communities. We believe the successful execution of these priorities:
•Drive Innovation and Leverage Technology. We are engaged in a variety of innovation initiatives and over time plan to pilot and test new ideas, technologies, and operating models in order to enhance our residents' engagement and experience, improve outcomes, and increase average length of stay and occupancy. With our technology platform, we also expect to identify solutions to reduce complexity, increase productivity, lower costs, and increase our ability to collaborate with third parties.
•Grow and Improve Our Senior Living Portfolio. As we emerge from the pandemic, we intend to (i) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, (ii) execute an ongoing capital recycling program through acquiring leased communities and exiting non-strategic or underperforming owned assets or leases when possible, and (iii) pivot back to portfolio growth through targeted development, investment, and acquisition opportunities. We will also continue to invest in our development capital expenditures program through which we expand, renovate, reposition, and redevelop selected existing senior living communities where economically advantageous. We believe that our successful execution on these strategic priorities and our longer-term growth plans will allow us to achieve our goal to be the first choice in senior living by being the nation’s most trusted and effective senior living provider and employer. COVID-19 Pandemic Update The COVID-19 pandemic significantly disrupted the senior living industry and our business beginning in March 2020. We expect the impact of this disruption to continue into 2023. The health and wellbeing of our residents and associates has been and continues to be our highest priority. Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. By staying up to date with COVID-19 vaccines, our residents can generally mitigate their risk of becoming severely ill from COVID-19 infection. Since COVID-19 vaccines received emergency use authorization, we have worked diligently to ensure our residents have access to vaccines, including completing at least three initial vaccine clinics and at least one booster vaccine clinic for all of our communities. As of January 31, 2022, our resident vaccine acceptance rate was above 95%. Community Response. Our COVID-19 response efforts center on infection prevention and control protocols, including following requirements and guidance of federal, state, and local governments and agencies, including the CDC and CMS. We have enhanced and reinforced training our associates in such protocols and continue to actively monitor government requirements and guidance and adapt our policies, procedures, and response efforts when applicable. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction. We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins. During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction. Vaccine Update. In December 2020, the FDA authorized COVID-19 vaccines for emergency use, and we initiated our first vaccine clinic a week after such authorization. By April 9, 2021, we facilitated at least three rounds of COVID-19 vaccine clinics at all of our communities through the Pharmacy Partnership for Long-Term Care Program offered through the CDC. As of January 31, 2022, our resident vaccine acceptance rate was above 95%. By November 2021, the CDC recommended that all adults receive a vaccine booster dose. We have completed at least one booster vaccine clinic for all of our communities. In the second half of 2021, we adopted a policy requiring our associates to be vaccinated against COVID-19, subject to certain exceptions necessary to comply with applicable federal, state, and local laws. 46 Rebuilding Occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the COVID-19 Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. According to data from NIC, senior housing occupancy increased 220 basis points from the first quarter to the fourth quarter of 2021 for stabilized portfolios. Our weighted average consolidated senior housing occupancy increased 390 basis points during such period. The table below sets forth our consolidated occupancy trend during the pandemic.
We began to experience our typical seasonality pattern in January 2022. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels. Revenue and Expense Impacts. In the aggregate, for the years ended December 31, 2021 and 2020, and compared to our pre-pandemic expectations for 2020, we estimate the pandemic has resulted in $660.1 million of lost resident fee revenue, including $556.5 million in our consolidated senior housing portfolio. Estimated lost resident fee revenue for 2021 includes $328.0 million in our consolidated senior housing portfolio and $51.0 million in our former Health Care Services segment. In the aggregate, for the years ended December 31, 2021 and 2020, we have incurred $173.2 million of facility operating expense for incremental direct costs to respond to the pandemic, including $47.7 million for the year ended December 31, 2021. The direct costs include those for: acquisition of additional PPE, medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 2021 and 2020, we recorded $23.0 million and $105.6 million, respectively, of non-cash impairment charges in our operating results for our operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities. Financial Relief. The CARES Act, signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below. •During the years ended December 31, 2021 and 2020, we accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Provider Relief Fund administered by HHS, under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, we applied for the Phase 4 general distribution from the Provider Relief Fund. We expect to receive the Phase 4 general distribution during the first half of 2022. We intend to pursue any additional funding that may become available. There can be no assurance that we will qualify for, or receive, such future grants in the amount we expect, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which we qualify. •During the year ended December 31, 2020, we received $87.5 million under the Accelerated and Advance Payment Program administered by CMS, $75.2 million of which related to our former Health Care Services segment and $12.3 million of which related to our CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the advanced payments 47 were recouped. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $63.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. As of December 31, 2021, the outstanding balance of advanced payments related to our CCRCs segment was $3.1 million, for which we expect recoupment during 2022. •During the year ended December 31, 2020, we deferred payment of $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. Pursuant to the sale of 80% of our equity in our Health Care Services segment, $9.6 million of such obligations related to our former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021, we paid $31.6 million of the retained deferred amount and the remaining deferred amount of $31.6 million is due December 31, 2022. •We were eligible to claim the employee retention credit for certain of our associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, we recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income, for which we have received $3.4 million in cash as of December 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and we are assessing our eligibility to claim such credit. There can be no assurance that we will qualify for, or receive, credits in the amount or on the timing we expect. In addition to the grants described above, during the years ended December 31, 2021 and 2020, we received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources. We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts. Community Labor We continue to experience pressures associated with the intensely competitive labor environment, which during 2021 included increased associate turnover, difficulty in timely filling open positions, and increasing wages. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive. We seek to ensure that our communities are staffed with full and part-time associates and our use of more expensive contract labor and overtime has increased to cover open positions. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in increases in the cost of contract labor. Our labor expense in our same community portfolio increased 2.6% in 2021 from 2020, and we expect that our same community labor expense will grow at a higher percentage in 48 2022 compared to 2021 as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. As we fill more full and part-time positions, we expect to use less contract labor and overtime. Resident Fee Rates The rates charged at communities are highly dependent on local market conditions and the competitive environment in which the communities operate. Substantially all of our private pay senior housing residency agreements allow for adjustments in the monthly rate payable on 90 or fewer days’ notice which enables us to seek increases in monthly rates due to inflation or other factors. Increases for level of care changes or additional services are typically allowed immediately upon notice of the change. Generally, we have increased our monthly rates, including rates for care and other services, for private pay residents on an annual basis beginning January 1 each year. We have recently made the annual rate adjustment for our in-place private pay residents, which was higher than our typical annual rate adjustment. Such adjustment reflects our increased costs associated with additional efforts to serve and care for our residents during the pandemic, the current inflationary environment, and the intensely competitive labor environment. The rate adjustment could result in a decrease in occupancy in our communities, and any use of promotional or other discounting would offset a portion of such rate adjustments in our RevPAR and RevPOR results. In addition, the rate adjustment may not be sufficient to offset our increased costs. Liquidity During 2021, we received net cash proceeds of $347.6 million pursuant to the sale of 80% of our equity in our Health Care Services segment and the resulting HCS Venture's subsequent sale of certain agencies to LHC Group Inc. On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. We received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of our common stock. During the three months ended December 31, 2021, we repaid a $45.0 million note payable and $284.4 million of mortgage debt, including $143.0 million of mortgage debt on 11 communities for which we obtained $100.0 million of debt secured by non-recourse first mortgages. Such repayments represented substantially all of our remaining 2022 maturities. As of December 31, 2021, our total liquidity was $536.8 million, consisting of $347.0 million of unrestricted cash and cash equivalents, $182.4 million of marketable securities, and $7.4 million of availability on our secured credit facility. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transaction Activity
Sale of Health Care Services
On July 1, 2021, we completed the sale of 80% of our equity in our Health Care Services segment to affiliates of HCA Healthcare for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Purchase Agreement dated February 24, 2021, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and Impactdeferred payroll tax payments related to the HCS Sale. We received net cash proceeds of Dispositions$312.6 million, including $305.8 million at closing on ResultsJuly 1, 2021 and $6.8 million upon completion of Operationsthe post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, we retained a 20% equity interest in the HCS Venture.
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Community Transactions
During 2021, we have continued execution on our portfolio optimization initiativeongoing capital recycling program through which we have disposedexited non-strategic or underperforming owned assets or leases. Such activities during 2021 included the sale of three owned and leased communities and restructured leases. We undertook this initiative to simplify and streamline our business, increase the quality and durabilitytermination of our cash flow, improve our liquidity, reduce our debt and lease leverage, and to increase our ownership in our consolidated community portfolio. Such activities included our transactions with Ventas and Welltower announced during 2018 and our transactions with Healthpeak announced on October 1, 2019.
two communities. Additionally, we have reduced our management of communities on behalf of former unconsolidated ventures and third parties.
During the remainderyear ended December 31, 2021, we completed the sale of three owned communities (249 units) for cash proceeds of $16.5 million, net of transaction costs. In addition to the conveyance of five communities to Ventas, Inc. ("Ventas") during the year endingended December 31, 2020, described below, we completed the sale of two owned communities (375 units) for cash proceeds of $38.1 million, net of transaction costs.
During the year ended December 31, 2022, we expect to close on the dispositionsdisposition of threetwo owned unencumbered communities (495(130 units) classified as held for sale as of December 31, 20192021 and the termination of our lease obligationobligations on threetwo communities (205(194 units) for which we have provided notice of non-renewal. We also anticipate terminations of certain of our management arrangements with third parties as we transition to new operators our management on certain former unconsolidated ventures in which we sold our interest and our interim management on formerly leased communities. The closings of the various pending and expected transactions are or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. However, thereThere can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
Summaries of the foregoing transactions and their impact on our results of operations, are below. See also Note 4 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data" for more information about the transactions.
Ventas Lease Restructuring
On July 26, 2020 (the "Effective Date"), we entered into definitive agreements with Ventas in connection with the restructuring of our lease arrangements with Ventas, including a Master Transaction Letter Agreement (the "Master Agreement"). Pursuant to the Master Agreement:
•On the Effective Date the parties entered into the Amended and Planned DispositionsRestated Master Lease and Security Agreement (the "Master Lease") and Amended and Restated Guaranty (the "Guaranty"), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of Owned Communities
Our subsidiaries' obligations under the Master Lease are guaranteed at the parent level pursuant to the Guaranty. The Guaranty removed the prior requirements that we completedsatisfy, at the saleparent level, financial covenants and that we maintain a security deposit with Ventas. The Guaranty also removed the prior right of 14 ownedVentas to terminate the Master Lease on the basis of parent level financial covenants. Pursuant to the terms of the Guaranty, we may consummate a change of control transaction without the need for consent of Ventas so long as certain objective conditions are satisfied, including the post-transaction guarantor’s maintaining a minimum tangible net worth of at least $600.0 million, having minimum levels of
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operational experience and reputation in the senior living industry, and paying a change of control fee of $25.0 million to Ventas. The Guaranty removed the prior provisions that would have required that such post-transaction guarantor satisfy a maximum leverage ratio level, that we fund additional capital expenditures, and that we extend the term upon the occurrence of the change in control transaction. Under the terms of the Guaranty, commencing January 1, 2024 (and until such time (if any) as we exercise our lease term extension option with respect to the Master Lease), Ventas shall have the right to terminate the Master Lease (with respect to one or more communities), provided that the trailing twelve month coverage ratio of each such community is less than 0.9x and provided further that the removal and termination of any such communities (1,629 units) for cash proceeds of $85.4 million, net of transaction costs. We utilizeddoes not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such removal and termination.
•On the Effective Date, we entered into a Second Amended and Restated Omnibus Agreement with Ventas, which provides that if a default occurs and is continuing under certain other material leases or under certain material financings and if the same continues beyond the permitted cure period or the applicable landlord or lender exercises any material remedies, Ventas shall have the right to transition all or a portion of the cash proceedscommunities from the asset salesMaster Lease to repay approximately $5.1 million of associated mortgage debt and debt prepayment penalties.a management arrangement with us pursuant to a market management agreement (which is terminable by either party). Notwithstanding the foregoing, Ventas may only transition one or more communities from the Master Lease to a management arrangement if such transition does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such transition.
•On the Effective Date, we issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of long-term debt withinour common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas’ option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the consolidated balance sheet.number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all our classes of capital stock or of the total value of shares of all our classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), we would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require us to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Pursuant to the terms of the agreement, we filed a shelf registration statement with the SEC with respect to the shares of common stock underlying the Warrant, which was declared effective on August 17, 2020. Ventas is entitled to customary underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.
On October 1, 2019, we entered into definitive agreements, including a Master Transactions and Cooperation Agreement (the "MTCA") and an Equity Interest Purchase Agreement (the "Purchase Agreement"), providing for a multi-part transaction with Healthpeak.Healthpeak Properties, Inc. ("Healthpeak"). The parties subsequently amended the agreements to include one additional entry fee CCRC community as part of the sale of our interest in our unconsolidated entry fee CCRC venture with Healthpeak (the "CCRC Venture") (rather than removing the CCRCcommunity from the CCRC Venture for joint marketing and sale). The components of the multi-part transaction include:included:
•CCRC Venture Transaction. Pursuant to the Purchase Agreement, on January 31, 2020, Healthpeak acquired our 51% ownership interest in the CCRC Venture, which held 14 entry fee CCRCs (6,383 units) for a total purchase price of $289.2
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million, net of a $5.9 million post-closing net working capital adjustment paid to Healthpeak during the three months ended June 30, 2020 (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment). We anticipate thatrecognized a $369.8 million gain on sale of assets for year ended December 31, 2020, and we derecognized the net equity method liability for the sale of the ownership interest in the CCRC Venture. At the closing, the parties terminated the existing management agreements on the 14 entry fee CCRCs, Healthpeak paid us a $100.0 million management agreement termination fee, and we transitioned operations of the entry fee CCRCs to a new operator. We recognized $100.0 million of management fee revenue for the three months ended March 31, 2020 for the management termination fee. The sale of our interest in the CCRC Venture will utilize a portionand the $100.0 million of our carryforwardmanagement termination fees generated approximately $579.0 million of taxable income in three months ended March 31, 2020. We utilized operating losses and tax lossesloss carryforwards to shieldoffset the expectedfederal taxable investment gain on this transaction. Prior to the January 31, 2020 closing, the parties moved the remaining two entry fee CCRCs (889 units) into a new unconsolidated venture on substantially the same terms as the CCRC Venture to accommodate the sale of such transaction.two communities.
Additional Acquisitions Pursuant to Purchase Option
On January 22, 2020, we acquired eight formerly leased communities (336 units) from National Health Investors, Inc. ("NHI") pursuant to our exercise of a purchase option for a purchase price of $39.3 million. We funded the community acquisitions with cash on hand and expect to obtain approximately $28.0hand. During the three months ended March 31, 2020, we obtained $29.2 million of non-recourse mortgage financing, primarily secured by the acquired communities. On August 31, 2020, we acquired one formerly leased community (103 units) pursuant to our exercise of a purchase option for a purchase price of $25.0 million and funded the acquisition with cash on hand and non-recourse mortgage financing secured by the communities.acquired community.
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Revenue and Operating Expense Impacts of Financial Impact of Completed and Planned DispositionsTransaction Activity
The following tables set forth, for the periods indicated, the amounts included within our consolidated financial data for the 243 communities that we disposed through sales and lease terminations during the years ended December 31, 2019, 2018, and 2017 through the respective disposition dates:
| Year Ended December 31, 2019 | |||||||||||
| (in thousands) | Actual Results | Amounts Attributable to Completed Dispositions | Actual Results Less Amounts Attributable to Completed Dispositions | ||||||||
| Resident fees | |||||||||||
| Independent Living | $ | 544,558 | $ | — | $ | 544,558 | |||||
| Assisted Living and Memory Care | 1,815,938 | 20,891 | 1,795,047 | ||||||||
| CCRCs | 402,175 | 33,189 | 368,986 | ||||||||
| Senior housing resident fees | $ | 2,762,671 | $ | 54,080 | $ | 2,708,591 | |||||
| Facility operating expense | |||||||||||
| Independent Living | $ | 340,817 | $ | — | $ | 340,817 | |||||
| Assisted Living and Memory Care | 1,297,302 | 18,249 | 1,279,053 | ||||||||
| CCRCs | 330,103 | 34,128 | 295,975 | ||||||||
| Senior housing facility operating expense | $ | 1,968,222 | $ | 52,377 | $ | 1,915,845 | |||||
| Cash lease payments | $ | 377,714 | $ | 1,694 | $ | 376,020 | |||||
| Year Ended December 31, 2018 | |||||||||||
| (in thousands) | Actual Results | Amounts Attributable to Completed Dispositions | Actual Results Less Amounts Attributable to Completed Dispositions | ||||||||
| Resident fees | |||||||||||
| Independent Living | $ | 599,977 | $ | 81,280 | $ | 518,697 | |||||
| Assisted Living and Memory Care | 1,995,851 | 256,038 | 1,739,813 | ||||||||
| CCRCs | 416,408 | 53,215 | 363,193 | ||||||||
| Senior housing resident fees | $ | 3,012,236 | $ | 390,533 | $ | 2,621,703 | |||||
| Facility operating expense | |||||||||||
| Independent Living | $ | 359,368 | $ | 48,154 | $ | 311,214 | |||||
| Assisted Living and Memory Care | 1,366,869 | 187,411 | 1,179,458 | ||||||||
| CCRCs | 324,196 | 50,971 | 273,225 | ||||||||
| Senior housing facility operating expense | $ | 2,050,433 | $ | 286,536 | $ | 1,763,897 | |||||
| Cash lease payments | $ | 457,388 | $ | 84,041 | $ | 373,347 | |||||
| Year Ended December 31, 2017 | |||||||||||
| (in thousands) | Actual Results | Amounts Attributable to Completed Dispositions | Actual Results Less Amounts Attributable to Completed Dispositions | ||||||||
| Resident fees | |||||||||||
| Independent Living | $ | 654,196 | $ | 152,190 | $ | 502,006 | |||||
| Assisted Living and Memory Care | 2,210,688 | 476,677 | 1,734,011 | ||||||||
| CCRCs | 468,994 | 113,493 | 355,501 | ||||||||
| Senior housing resident fees | $ | 3,333,878 | $ | 742,360 | $ | 2,591,518 | |||||
| Facility operating expense | |||||||||||
| Independent Living | $ | 382,779 | $ | 90,134 | $ | 292,645 | |||||
| Assisted Living and Memory Care | 1,461,630 | 336,314 | 1,125,316 | ||||||||
| CCRCs | 362,832 | 103,130 | 259,702 | ||||||||
| Senior housing facility operating expense | $ | 2,207,241 | $ | 529,578 | $ | 1,677,663 | |||||
| Cash lease payments | $ | 552,903 | $ | 178,187 | $ | 374,716 | |||||
| Years Ended December 31, | ||||||||
| 2019 | 2018 | 2017 | ||||||
| Number of communities | ||||||||
| Independent Living | — | 17 | 10 | |||||
| Assisted Living and Memory Care | 20 | 91 | 86 | |||||
| CCRCs | 4 | 3 | 12 | |||||
| Total | 24 | 111 | 108 | |||||
| Total units | ||||||||
| Independent Living | — | 2,864 | 2,078 | |||||
| Assisted Living and Memory Care | 1,600 | 7,437 | 5,858 | |||||
| CCRCs | 827 | 547 | 2,389 | |||||
| Total | 2,427 | 10,848 | 10,325 | |||||
| (in thousands) | Amounts Attributable to Planned Dispositions | ||
| Resident fees | |||
| Assisted Living and Memory Care | $ | 2,119 | |
| CCRCs | 26,671 | ||
| Senior housing resident fees | $ | 28,790 | |
| Facility operating expense | |||
| Assisted Living and Memory Care | $ | 2,463 | |
| CCRCs | 27,401 | ||
| Senior housing facility operating expense | $ | 29,864 | |
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Resident fee revenue attributable to Health Care Services and disposed communities | $ | 186,080 | $ | 420,118 | $ | 581,554 | |||||||||||
| Facility operating expense attributable to Health Care Services and disposed communities | 184,275 | 440,867 | 546,597 | ||||||||||||||
Results of Operations
As of December 31, 2019,2021, our total operations included 763679 communities with a capacity to serve approximately 72,000over 60,000 residents. As of that date, we owned 330347 communities (30,160(31,636 units), leased 333299 communities (24,021(20,949 units), managed 17 communities (7,307 units) for which we have an equity interest, and managed 8333 communities (10,779(4,824 units) on behalf of third parties.. The following discussion should be read in conjunction with our consolidated financial statements and the related notes, which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. The results of operations for any particular period are not necessarily indicative of results for any future period. Transactions completed during the period of January 1, 20182020 to December 31, 2019 significantly2021 affect the comparability of our results of operations, and summaries of such transactions and their impact on our results of operations are discussed above in "Transaction Activity and Impact of Dispositions on Results of Operations.Activity."
•Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the new lease accounting standard has impacted ourprior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the year ended December 31, 2019 duecomparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects. As presented herein, same community results include the direct costs incurred to our recognition of additionalrespond to the COVID-19 pandemic.
•RevPAR, or average monthly senior housing resident fee revenue and facility operating expense, whichper available unit, is non-cash and is non-recurring in future years. To aid in comparability between periods, presentationsdefined as resident fee revenue for the corresponding portfolio for the period (excluding revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside of our resultscommunities, and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
•RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside of our communities, and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPOR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average
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amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.
•Weighted average occupancy rate reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basisbasis. Our management uses weighted average occupancy, and RevPAR and RevPOR excludewe believe the impactmeasure provides useful information to investors, because it is a significant driver of the lease accounting standard.our senior housing revenue performance.
This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measures. Duringmeasure.
As of December 31, 2021, we had three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. These segments were determined based on the first quarterway that our chief operating decision maker organizes our business activities for making operating decisions, assessing performance, developing strategy, and allocating capital resources. On July 1, 2021, we sold 80% of 2019, we modified our definitionequity in our Health Care Services segment. For periods beginning July 1, 2021, the results and financial position of Adjusted EBITDA to exclude transactionour Health Care Services segment were deconsolidated from our consolidated financial statements and organizational restructuring costs, and amountsour 20% equity interest in the Health Care Services venture is accounted for all periods herein reflect applicationunder the equity method of accounting.
As of December 31, 2021, our Management Services operating segment is no longer identified as a reportable segment as a result of the modified definition.reduction in the number of communities we manage, which has reduced the operating segment's revenue, operating income, and assets below the reporting threshold.
Discussion of our financial condition and results of operations for the year ended December 31, 20192021 compared to the year ended December 31, 20182020 is presented below. Discussion of our financial condition and results of operations for the year ended December 31, 20182020 compared to the year ended December 31, 20172019 can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on February 14, 2019.25, 2021.
Comparison of YearYears Ended December 31, 20192021 and 20182020
Summary Operating Results
The following table summarizes our overall operating results for the years ended December 31, 20192021 and 2018.2020.
| Years Ended December 31, | Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | Amount | Percent | |||||||||||||||||||
| Total resident fees and management fees revenue | $ | 2,564,446 | $ | 3,023,257 | $ | (458,811) | (15.2) | % | |||||||||||||||
| Other operating income | 12,368 | 115,749 | (103,381) | (89.3) | % | ||||||||||||||||||
| Facility operating expense | 2,075,863 | 2,341,859 | (265,996) | (11.4) | % | ||||||||||||||||||
| Net income (loss) | (99,364) | 81,945 | (181,309) | NM | |||||||||||||||||||
| Adjusted EBITDA | 138,476 | 264,387 | (125,911) | (47.6) | % | ||||||||||||||||||
| Years Ended December 31, | Increase (Decrease) | |||||||||||||
| (in thousands) | 2019 | 2018 | Amount | Percent | ||||||||||
| Total revenue | $ | 4,057,088 | $ | 4,531,426 | $ | (474,338 | ) | (10.5 | )% | |||||
| Facility operating expense | 2,390,495 | 2,453,328 | (62,833 | ) | (2.6 | )% | ||||||||
| Net income (loss) | (268,492 | ) | (528,352 | ) | (259,860 | ) | (49.2 | )% | ||||||
| Adjusted EBITDA | 401,169 | 537,681 | (136,512 | ) | (25.4 | )% | ||||||||
The decrease in total resident fees and management fees revenue was primarily attributable to a $348.7 million decrease in resident fees, including a 5.0% decrease in same community RevPAR, comprised of a 620 basis point decrease in same community weighted average occupancy and a 3.2% increase in same community RevPOR. In addition, the deconsolidation of results of the Health Care Services segment effective July 1, 2021 resulted in a decrease of $181.8 million of resident fees compared to prior year. The disposition of 13517 communities through sales and conveyances of owned communities and lease terminations since the beginning of the prior year which resulted in $336.5$41.4 million less in resident fees during the year ended December 31, 20192021 compared to the prior year. Additionally, Management Services segmentfee revenue including management fees and reimbursed costs incurred on behalf of managed communities, decreased $235.1$110.1 million primarily due to terminations$100.0 million of management fee revenue recognized during the prior year for the management termination fee payment from Healthpeak and transition of management agreements on 67 net communities subsequent to the beginning of the prior year. The decrease in total revenue was partially offset by a 1.9% increase in same community resident fee revenue
During the years ended December 31, 2021 and RevPAR, resulting from a 2.9% increase in same community RevPOR2020, we recognized $12.4 million and an 80 basis points decrease in same community weighted average occupancy.$115.7 million, respectively, of government grants and employee retention credits as other operating income based on our estimates of our satisfaction of the conditions of the grants and credits during the period.
54
The decrease in facility operating expense was primarily attributable to a $216.4 million decrease in facility operating expenses for the Health Care Services segment, primarily due to deconsolidation of results of the segment effective July 1, 2021, which resulted in a $186.4 million decrease in facility operating expenses. Additionally, the disposition of communities since the beginning of the prior year which resulted in $234.2$40.2 million less in facility operating expense during the year ended December 31, 2019.2021 compared to the prior year. Same community facility operating expense decreased 0.6% which was primarily due to a $52.9 million decrease in non-labor incremental direct costs to respond to the COVID-19 pandemic. The decrease was partially offset by a 5.1% increase in same community facility operating expense which was partially offset by a $30.2 million, or 2.6%, increase in our same community labor expense primarily due toresulting from an increase in the use of contract labor expense arising from planned wage rate increases and an increaseovertime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and increases in insurance and advertising costs comparedworkers compensation expense due to the prior year.
The improvement tochange in net income (loss) was primarily attributable to a decrease in non-cash goodwillthe net impact of the revenue, other operating income, and asset impairment charges recorded and a decrease in loss on facility lease termination and modification compared to the prior year, offset by aoperating expense factors previously discussed, as well as an $85.7 million decrease in net gain on sale of assets, and the revenue and facility operating expense factors previously discussed. Goodwill and asset impairment expense was $49.3 million for the year ended December 31, 2019 compared to $489.9 million for the prior year when we impaired Assisted Living and Memory Care segment goodwill for $351.7 million. We recognized a loss on lease termination and modification of $162.0 million for the year ended December 31, 2018 primarily as a result of the restructuring or termination of community leases with Ventas and Welltower compareddue to a loss of $3.4$369.8 million for the year ended December 31, 2019. Net gain on sale of assets was $7.2 millionrecognized for the year ended December 31, 2019 compared to a net gain on sale of assets of $293.2 million forour ownership interest in the CCRC Venture during the prior year compared to the $286.5 million gain related to salesthe sale of communities, sales80% of investmentsour equity in unconsolidated ventures,our Health Care Services segment in the current year. These decreases were partially offset by decreases in non-cash asset impairment expense, facility operating lease expense, general and termination of financing leases.administrative expense, and depreciation and amortization expense compared to the prior year period.
The decrease in Adjusted EBITDA was primarily attributable to the revenue, other operating income, and facility operating expense factors previously discussed, partially offset by $19.1a $162.7 million or 9.3%, less in general and administrative expenses (excluding non-cash stock-based compensation expense and transaction and organizational restructuring costs) and $35.8 million, or 11.0%, lessdecrease in cash facility operating lease payments.payments, primarily reflecting reduced cash lease payments as a result of the lease restructuring transaction with Ventas on July 26, 2020, and a decrease in general and administrative expense as a result of the HCS Sale.
55
Operating Results - Senior Housing Segments
The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the years ended December 31, 20192021 and 20182020 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | |||||||||||||||||||||
| 2021 | 2020 | Amount | Percent | ||||||||||||||||||||
| Resident fees | $ | 2,369,684 | $ | 2,525,757 | $ | (156,073) | (6.2) | % | |||||||||||||||
| Other operating income | $ | 9,263 | $ | 92,862 | $ | (83,599) | (90.0) | % | |||||||||||||||
| Facility operating expense | $ | 1,904,410 | $ | 1,954,025 | $ | (49,615) | (2.5) | % | |||||||||||||||
| Number of communities (period end) | 646 | 651 | (5) | (0.8) | % | ||||||||||||||||||
| Number of units (period end) | 52,585 | 52,982 | (397) | (0.7) | % | ||||||||||||||||||
| Total average units | 52,840 | 53,687 | (847) | (1.6) | % | ||||||||||||||||||
| RevPAR | $ | 3,734 | $ | 3,917 | $ | (183) | (4.7) | % | |||||||||||||||
| Occupancy rate (weighted average) | 71.5 | % | 77.5 | % | (600) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,221 | $ | 5,054 | $ | 167 | 3.3 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 2,224,458 | $ | 2,342,245 | $ | (117,787) | (5.0) | % | |||||||||||||||
| Other operating income | $ | 8,324 | $ | 83,446 | $ | (75,122) | (90.0) | % | |||||||||||||||
| Facility operating expense | $ | 1,778,352 | $ | 1,789,615 | $ | (11,263) | (0.6) | % | |||||||||||||||
| Number of communities | 632 | 632 | — | — | |||||||||||||||||||
| Total average units | 49,655 | 49,652 | 3 | — | |||||||||||||||||||
| RevPAR | $ | 3,733 | $ | 3,931 | $ | (198) | (5.0) | % | |||||||||||||||
| Occupancy rate (weighted average) | 71.5 | % | 77.7 | % | (620) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,221 | $ | 5,061 | $ | 160 | 3.2 | % | |||||||||||||||
56
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Resident fees | $ | 2,762,671 | $ | 3,012,236 | $ | (249,565 | ) | (8.3 | )% | |||||
| Facility operating expense | $ | 1,968,222 | $ | 2,050,433 | $ | (82,211 | ) | (4.0 | )% | |||||
| Number of communities (period end) | 663 | 687 | (24 | ) | (3.5 | )% | ||||||||
| Number of units (period end) | 54,181 | 56,492 | (2,311 | ) | (4.1 | )% | ||||||||
| Total average units | 55,501 | 63,170 | (7,669 | ) | (12.1 | )% | ||||||||
| RevPAR | $ | 4,106 | $ | 3,972 | $ | 134 | 3.4 | % | ||||||
| Occupancy rate (weighted average) | 83.9 | % | 84.3 | % | (40 | ) bps | n/a | |||||||
| RevPOR | $ | 4,893 | $ | 4,712 | $ | 181 | 3.8 | % | ||||||
| Same Community Operating Results and Data | ||||||||||||||
| Resident fees | $ | 2,479,349 | $ | 2,433,847 | $ | 45,502 | 1.9 | % | ||||||
| Facility operating expense | $ | 1,707,900 | $ | 1,625,026 | $ | 82,874 | 5.1 | % | ||||||
| Number of communities | 637 | 637 | — | — | ||||||||||
| Total average units | 49,777 | 49,797 | (20 | ) | — | |||||||||
| RevPAR | $ | 4,148 | $ | 4,070 | $ | 78 | 1.9 | % | ||||||
| Occupancy rate (weighted average) | 84.5 | % | 85.3 | % | (80 | ) bps | n/a | |||||||
| RevPOR | $ | 4,910 | $ | 4,770 | $ | 140 | 2.9 | % | ||||||
Independent Living Segment
The following table summarizes the operating results and data for our Independent Living segment for the years ended December 31, 20192021 and 2018,2020, including operating results and data on a same community basis.
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | |||||||||||||||||||||
| 2021 | 2020 | Amount | Percent | ||||||||||||||||||||
| Resident fees | $ | 475,538 | $ | 512,598 | $ | (37,060) | (7.2) | % | |||||||||||||||
| Other operating income | $ | 1,512 | $ | 11,823 | $ | (10,311) | (87.2) | % | |||||||||||||||
| Facility operating expense | $ | 330,942 | $ | 341,608 | $ | (10,666) | (3.1) | % | |||||||||||||||
| Number of communities (period end) | 68 | 68 | — | — | |||||||||||||||||||
| Number of units (period end) | 12,567 | 12,534 | 33 | 0.3 | % | ||||||||||||||||||
| Total average units | 12,556 | 12,533 | 23 | 0.2 | % | ||||||||||||||||||
| RevPAR | $ | 3,156 | $ | 3,408 | $ | (252) | (7.4) | % | |||||||||||||||
| Occupancy rate (weighted average) | 74.2 | % | 81.8 | % | (760) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 4,252 | $ | 4,165 | $ | 87 | 2.1 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 461,962 | $ | 499,576 | $ | (37,614) | (7.5) | % | |||||||||||||||
| Other operating income | $ | 1,474 | $ | 11,536 | $ | (10,062) | (87.2) | % | |||||||||||||||
| Facility operating expense | $ | 320,700 | $ | 331,360 | $ | (10,660) | (3.2) | % | |||||||||||||||
| Number of communities | 66 | 66 | — | — | |||||||||||||||||||
| Total average units | 12,164 | 12,157 | 7 | 0.1 | % | ||||||||||||||||||
| RevPAR | $ | 3,165 | $ | 3,425 | $ | (260) | (7.6) | % | |||||||||||||||
| Occupancy rate (weighted average) | 74.3 | % | 81.8 | % | (750) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 4,262 | $ | 4,187 | $ | 75 | 1.8 | % | |||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Resident fees | $ | 544,558 | $ | 599,977 | $ | (55,419 | ) | (9.2 | )% | |||||
| Facility operating expense | $ | 340,817 | $ | 359,368 | $ | (18,551 | ) | (5.2 | )% | |||||
| Number of communities (period end) | 68 | 68 | — | — | ||||||||||
| Number of units (period end) | 12,514 | 12,419 | 95 | 0.8 | % | |||||||||
| Total average units | 12,474 | 14,164 | (1,690 | ) | (11.9 | )% | ||||||||
| RevPAR | $ | 3,580 | $ | 3,530 | $ | 50 | 1.4 | % | ||||||
| Occupancy rate (weighted average) | 89.2 | % | 88.8 | % | 40 | bps | n/a | |||||||
| RevPOR | $ | 4,014 | $ | 3,977 | $ | 37 | 0.9 | % | ||||||
| Same Community Operating Results and Data | ||||||||||||||
| Resident fees | $ | 474,656 | $ | 462,918 | $ | 11,738 | 2.5 | % | ||||||
| Facility operating expense | $ | 286,328 | $ | 274,558 | $ | 11,770 | 4.3 | % | ||||||
| Number of communities | 62 | 62 | — | — | ||||||||||
| Total average units | 11,061 | 11,076 | (15 | ) | (0.1 | )% | ||||||||
| RevPAR | $ | 3,576 | $ | 3,483 | $ | 93 | 2.7 | % | ||||||
| Occupancy rate (weighted average) | 89.7 | % | 89.6 | % | 10 | bps | n/a | |||||||
| RevPOR | $ | 3,986 | $ | 3,889 | $ | 97 | 2.5 | % | ||||||
The decrease in the segment's resident fees was primarily attributable to the disposition of 17 communities since the beginning of the prior year, which resulted in $81.3 million less in resident fees during the year ended December 31, 2019. Thea decrease in resident fees was partially offset by the increase in the segment's same community RevPAR, comprised of a 2.5% increase in same community RevPOR and a 10750 basis points increasepoint decrease in same community weighted average occupancy.occupancy and a 1.8% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the loss of 1,340 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by a 190 basis points increase in weighted average occupancy thereafter through December 2021. The increase in the segment’ssegment's same community RevPOR was primarily the result of in-place rent increases.
The decrease in the segment's facility operating expense was primarily attributable to a decrease in the segment's same community facility operating expense, including a $10.1 million decrease in incremental direct costs to respond to the COVID-19 pandemic and a decrease in food costs due to reduced occupancy during the year. These decreases in the segment's same community facility operating expense were partially offset by an increase in advertising costs as we scaled back advertising during the prior year as a result of the initial year of the pandemic. The segment's facility operating expense for the years ended December 31, 2021 and 2020 includes $5.9 million and $16.1 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.
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Assisted Living and Memory Care Segment
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the years ended December 31, 2021 and 2020, including operating results and data on a same community basis.
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | |||||||||||||||||||||
| 2021 | 2020 | Amount | Percent | ||||||||||||||||||||
| Resident fees | $ | 1,589,721 | $ | 1,691,276 | $ | (101,555) | (6.0) | % | |||||||||||||||
| Other operating income | $ | 5,963 | $ | 62,585 | $ | (56,622) | (90.5) | % | |||||||||||||||
| Facility operating expense | $ | 1,301,364 | $ | 1,325,260 | $ | (23,896) | (1.8) | % | |||||||||||||||
| Number of communities (period end) | 559 | 563 | (4) | (0.7) | % | ||||||||||||||||||
| Number of units (period end) | 34,816 | 35,126 | (310) | (0.9) | % | ||||||||||||||||||
| Total average units | 34,977 | 35,530 | (553) | (1.6) | % | ||||||||||||||||||
| RevPAR | $ | 3,787 | $ | 3,967 | $ | (180) | (4.5) | % | |||||||||||||||
| Occupancy rate (weighted average) | 70.7 | % | 76.5 | % | (580) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,357 | $ | 5,184 | $ | 173 | 3.3 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 1,561,748 | $ | 1,646,054 | $ | (84,306) | (5.1) | % | |||||||||||||||
| Other operating income | $ | 5,771 | $ | 61,145 | $ | (55,374) | (90.6) | % | |||||||||||||||
| Facility operating expense | $ | 1,277,679 | $ | 1,284,251 | $ | (6,572) | (0.5) | % | |||||||||||||||
| Number of communities | 553 | 553 | — | — | |||||||||||||||||||
| Total average units | 34,306 | 34,310 | (4) | — | |||||||||||||||||||
| RevPAR | $ | 3,794 | $ | 3,998 | $ | (204) | (5.1) | % | |||||||||||||||
| Occupancy rate (weighted average) | 70.6 | % | 76.5 | % | (590) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,374 | $ | 5,224 | $ | 150 | 2.9 | % | |||||||||||||||
The decrease in the segment's resident fees was primarily attributable to a decrease in the segment's same community RevPAR, comprised of a 590 basis point decrease in same community weighted average occupancy and a 2.9% increase in same community RevPOR. The decrease in the segment's same community weighted average occupancy primarily reflects the loss of 1,360 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by a 510 basis points increase in weighted average occupancy thereafter through December 2021. The increase in the segment's same community RevPOR was primarily the result of in-place rent increases. Additionally, the decrease in resident fees was partially offset by $2.8 milliondisposition of incremental revenue for one community acquired subsequent to14 communities (1,120 units) since the beginning of the prior year resulted in $18.7 million less in resident fees during the year ended December 31, 2021 compared to the prior year.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year, which resulted in $48.2$17.6 million less in facility operating expense during the year ended December 31, 2019.2021 compared to the prior year, and a decrease in the segment's same community facility operating expense. The decrease in facility operating expense was partially offset by an increase in the segment's same community facility operating expense including an increasewas primarily attributable to a $41.2 million decrease in labor expense arising from planned wage rate increases and an increase in employee benefit expense. There was also an increase in property insurance and advertisingnon-labor incremental direct costs comparedto respond to the prior year.COVID-19 pandemic. The decrease in the segment's same community facility operating expense was partially offset by $2.2a $26.3 million, or 3.1%, increase in the segment's same community labor expense primarily resulting from an increase in the use of contract labor and overtime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and workers compensation expense due to lower claims. The segment's facility operating expense for one community acquired subsequent to the beginning of the prior year.
58
The following table summarizes the operating results and data for our Assisted Living and Memory CareCCRCs segment for the years ended December 31, 20192021 and 2018,2020, including operating results and data on a same community basis.
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | |||||||||||||||||||||
| 2021 | 2020 | Amount | Percent | ||||||||||||||||||||
| Resident fees | $ | 304,425 | $ | 321,883 | $ | (17,458) | (5.4) | % | |||||||||||||||
| Other operating income | $ | 1,788 | $ | 18,454 | $ | (16,666) | (90.3) | % | |||||||||||||||
| Facility operating expense | $ | 272,104 | $ | 287,157 | $ | (15,053) | (5.2) | % | |||||||||||||||
| Number of communities (period end) | 19 | 20 | (1) | (5.0) | % | ||||||||||||||||||
| Number of units (period end) | 5,202 | 5,322 | (120) | (2.3) | % | ||||||||||||||||||
| Total average units | 5,307 | 5,624 | (317) | (5.6) | % | ||||||||||||||||||
| RevPAR | $ | 4,753 | $ | 4,738 | $ | 15 | 0.3 | % | |||||||||||||||
| Occupancy rate (weighted average) | 70.6 | % | 74.2 | % | (360) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,733 | $ | 6,389 | $ | 344 | 5.4 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 200,748 | $ | 196,615 | $ | 4,133 | 2.1 | % | |||||||||||||||
| Other operating income | $ | 1,079 | $ | 10,765 | $ | (9,686) | (90.0) | % | |||||||||||||||
| Facility operating expense | $ | 179,973 | $ | 174,004 | $ | 5,969 | 3.4 | % | |||||||||||||||
| Number of communities | 13 | 13 | — | — | |||||||||||||||||||
| Total average units | 3,185 | 3,185 | — | — | |||||||||||||||||||
| RevPAR | $ | 5,252 | $ | 5,144 | $ | 108 | 2.1 | % | |||||||||||||||
| Occupancy rate (weighted average) | 70.9 | % | 74.3 | % | (340) | bps | n/a | ||||||||||||||||
| RevPOR | $ | 7,410 | $ | 6,923 | $ | 487 | 7.0 | % | |||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Resident fees | $ | 1,815,938 | $ | 1,995,851 | $ | (179,913 | ) | (9.0 | )% | |||||
| Facility operating expense | $ | 1,297,302 | $ | 1,366,869 | $ | (69,567 | ) | (5.1 | )% | |||||
| Number of communities (period end) | 573 | 593 | (20 | ) | (3.4 | )% | ||||||||
| Number of units (period end) | 35,956 | 37,500 | (1,544 | ) | (4.1 | )% | ||||||||
| Total average units | 36,560 | 42,229 | (5,669 | ) | (13.4 | )% | ||||||||
| RevPAR | $ | 4,106 | $ | 3,939 | $ | 167 | 4.2 | % | ||||||
| Occupancy rate (weighted average) | 82.6 | % | 83.0 | % | (40 | ) bps | n/a | |||||||
| RevPOR | $ | 4,971 | $ | 4,747 | $ | 224 | 4.7 | % | ||||||
| Same Community Operating Results and Data | ||||||||||||||
| Resident fees | $ | 1,718,958 | $ | 1,684,822 | $ | 34,136 | 2.0 | % | ||||||
| Facility operating expense | $ | 1,198,347 | $ | 1,137,011 | $ | 61,336 | 5.4 | % | ||||||
| Number of communities | 558 | 558 | — | — | ||||||||||
| Total average units | 34,460 | 34,463 | (3 | ) | — | |||||||||
| RevPAR | $ | 4,157 | $ | 4,074 | $ | 83 | 2.0 | % | ||||||
| Occupancy rate (weighted average) | 83.1 | % | 84.1 | % | (100 | ) bps | n/a | |||||||
| RevPOR | $ | 5,005 | $ | 4,844 | $ | 161 | 3.3 | % | ||||||
The decrease in the segment's resident fees was primarily attributable to the disposition of 111three communities (576 units) since the beginning of the prior year, which resulted in $235.1$22.7 million less in resident fees during the year ended December 31, 2019.2021 compared to the prior year. The decrease in the segment's resident fees was partially offset by thean increase in the segment's same community RevPAR, comprised of a 3.3%7.0% increase in same community RevPOR and a 100340 basis pointspoint decrease in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of an occupancy mix shift from less independent living services to more skilled nursing services within the segment and in-place rent increases. The decrease in the segment's same community weighted average occupancy primarily reflects the impactloss of new competition in our markets. The decrease in resident fees1,440 basis points of weighted average occupancy from March 2020 through February 2021 related to the COVID-19 pandemic, which was partially offset by $3.0 million of incremental revenue for two communities acquired subsequent to the beginning of the prior year.a 640 basis points increase in weighted average occupancy thereafter through December 2021.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year, which resulted in $169.2$22.6 million less in facility operating expense during the year ended December 31, 2019. The decrease in facility operating expense was2021 compared to the prior year period, partially offset by an increase in the segment's same community facility operating expense, including an increase in labor expense arising from planned wage rate increases and an increase in employee benefit expense. There was also an increase in insurance and advertising costs compared to the prior year. The decrease in facility operating expense was partially offset by $1.7 million of incremental facility operating expense for two communities acquired subsequent to the beginning of the prior year.
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Resident fees | $ | 402,175 | $ | 416,408 | $ | (14,233 | ) | (3.4 | )% | |||||
| Facility operating expense | $ | 330,103 | $ | 324,196 | $ | 5,907 | 1.8 | % | ||||||
| Number of communities (period end) | 22 | 26 | (4 | ) | (15.4 | )% | ||||||||
| Number of units (period end) | 5,711 | 6,573 | (862 | ) | (13.1 | )% | ||||||||
| Total average units | 6,467 | 6,777 | (310 | ) | (4.6 | )% | ||||||||
| RevPAR | $ | 5,123 | $ | 5,100 | $ | 23 | 0.5 | % | ||||||
| Occupancy rate (weighted average) | 81.3 | % | 83.2 | % | (190 | ) bps | n/a | |||||||
| RevPOR | $ | 6,298 | $ | 6,132 | $ | 166 | 2.7 | % | ||||||
| Same Community Operating Results and Data | ||||||||||||||
| Resident fees | $ | 285,735 | $ | 286,107 | $ | (372 | ) | (0.1 | )% | |||||
| Facility operating expense | $ | 223,225 | $ | 213,457 | $ | 9,768 | 4.6 | % | ||||||
| Number of communities | 17 | 17 | — | — | ||||||||||
| Total average units | 4,256 | 4,258 | (2 | ) | — | |||||||||
| RevPAR | $ | 5,562 | $ | 5,570 | $ | (8 | ) | (0.1 | )% | |||||
| Occupancy rate (weighted average) | 82.4 | % | 84.2 | % | (180 | ) bps | n/a | |||||||
| RevPOR | $ | 6,748 | $ | 6,611 | $ | 137 | 2.1 | % | ||||||
| (in thousands, except census and treatment codes) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Resident fees | $ | 447,260 | $ | 436,975 | $ | 10,285 | 2.4 | % | ||||||
| Facility operating expense | $ | 422,273 | $ | 402,895 | $ | 19,378 | 4.8 | % | ||||||
| Home health average daily census | 15,457 | 15,238 | 219 | 1.4 | % | |||||||||
| Hospice average daily census | 1,580 | 1,359 | 221 | 16.3 | % | |||||||||
| Outpatient therapy treatment codes | 680,879 | 683,348 | (2,469 | ) | (0.4 | )% | ||||||||
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Operating Results - Management Services SegmentOther Income and Expense Items
The following table summarizes theother income and expense items in our operating results and data for our Management Services segment for the years ended December 31, 20192021 and 2018.2020.
| (in thousands) | Years Ended December 31, | Increase (Decrease) | |||||||||||||||||||||
| 2021 | 2020 | Amount | Percent | ||||||||||||||||||||
| Management fees | $ | 20,598 | $ | 130,690 | $ | (110,092) | (84.2) | % | |||||||||||||||
| Reimbursed costs incurred on behalf of managed communities | 181,445 | 401,189 | (219,744) | (54.8) | % | ||||||||||||||||||
| Costs incurred on behalf of managed communities | 181,445 | 401,189 | (219,744) | (54.8) | % | ||||||||||||||||||
| General and administrative expense | 184,916 | 206,575 | (21,659) | (10.5) | % | ||||||||||||||||||
| Facility operating lease expense | 174,358 | 224,033 | (49,675) | (22.2) | % | ||||||||||||||||||
| Depreciation and amortization | 337,613 | 359,226 | (21,613) | (6.0) | % | ||||||||||||||||||
| Asset impairment | 23,003 | 107,308 | (84,305) | (78.6) | % | ||||||||||||||||||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | 300 | 13.0 | % | ||||||||||||||||||
| Interest income | 1,349 | 4,799 | (3,450) | (71.9) | % | ||||||||||||||||||
| Interest expense | 195,140 | 208,779 | (13,639) | (6.5) | % | ||||||||||||||||||
| Gain (loss) on debt modification and extinguishment, net | (1,932) | 10,896 | (12,828) | NM | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated ventures | 10,394 | (2,107) | 12,501 | NM | |||||||||||||||||||
| Gain (loss) on sale of assets, net | 288,835 | 374,532 | (85,697) | (22.9) | % | ||||||||||||||||||
| Other non-operating income (loss) | 5,903 | 5,648 | 255 | 4.5 | % | ||||||||||||||||||
| Benefit (provision) for income taxes | 8,163 | (5,352) | 13,515 | NM | |||||||||||||||||||
| (in thousands, except communities, units, and occupancy) | Year Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| Management fees | $ | 57,108 | $ | 71,986 | $ | (14,878 | ) | (20.7 | )% | |||||
| Reimbursed costs incurred on behalf of managed communities | $ | 790,049 | $ | 1,010,229 | $ | (220,180 | ) | (21.8 | )% | |||||
| Number of communities (period end) | 100 | 205 | (105 | ) | (51.2 | )% | ||||||||
| Number of units (period end) | 18,086 | 27,787 | (9,701 | ) | (34.9 | )% | ||||||||
| Total average units | 21,769 | 31,392 | (9,623 | ) | (30.7 | )% | ||||||||
| Occupancy rate (weighted average) | 83.3 | % | 83.9 | % | (60 | ) bps | n/a | |||||||
Management Fees. The decrease in management fees was primarily attributable to $100.0 million of management agreement termination fees recognized for the year ended December 31, 2020 for the management agreement termination fee received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture. As of December 31, 2021, we have completed the transition of management arrangements on 12967 net communities since the beginning of the prior year, period, generally for interim management arrangements on formerly leased or owned communities and management arrangements on certain former unconsolidated ventures in which we sold our interest.interest and interim management arrangements on formerly leased communities. Management fees of $57.1$20.6 million for the year ended December 31, 20192021 include $8.9$5.2 million of management agreement termination fees and $2.7 million of other management fees attributable to communities for which our management agreements were terminated during such periodperiod.
Reimbursed Costs Incurred on Behalf of Managed Communities and approximately $28.6 millionCosts Incurred on Behalf of management fees attributable to communities that we expect the terminations of our management agreements to occur (or have occurred) during 2020, including management agreements on communities owned by the CCRC Venture, interim management arrangements on formerly leased communities, and management arrangements on certain former unconsolidated ventures in which we sold our
Managed Communities. The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year.
| (in thousands) | Years Ended December 31, | Increase (Decrease) | ||||||||||||
| 2019 | 2018 | Amount | Percent | |||||||||||
| General and administrative expense | $ | 219,289 | $ | 259,475 | $ | (40,186 | ) | (15.5 | )% | |||||
| Facility operating lease expense | 269,666 | 303,294 | (33,628 | ) | (11.1 | )% | ||||||||
| Depreciation and amortization | 379,433 | 447,455 | (68,022 | ) | (15.2 | )% | ||||||||
| Goodwill and asset impairment | 49,266 | 489,893 | (440,627 | ) | (89.9 | )% | ||||||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 162,001 | (158,613 | ) | (97.9 | )% | ||||||||
| Costs incurred on behalf of managed communities | 790,049 | 1,010,229 | (220,180 | ) | (21.8 | )% | ||||||||
| Interest income | 9,859 | 9,846 | 13 | 0.1 | % | |||||||||
| Interest expense | (248,341 | ) | (280,269 | ) | (31,928 | ) | (11.4 | )% | ||||||
| Debt modification and extinguishment costs | (5,247 | ) | (11,677 | ) | (6,430 | ) | (55.1 | )% | ||||||
| Equity in earnings (loss) of unconsolidated ventures | (4,544 | ) | (8,804 | ) | (4,260 | ) | (48.4 | )% | ||||||
| Gain (loss) on sale of assets, net | 7,245 | 293,246 | (286,001 | ) | (97.5 | )% | ||||||||
| Other non-operating income (loss) | 14,765 | 14,099 | 666 | 4.7 | % | |||||||||
| Benefit (provision) for income taxes | 2,269 | 49,456 | (47,187 | ) | (95.4 | )% | ||||||||
General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to a decreasedecreases in transaction and organizational restructuring costs, compensation costs as a reductionresult of reductions in our corporate associate headcount sincerelated to the beginningsale of the prior year80% of our equity in our Health Care Services segment and as we scaled our general and administrative costs in connection with community dispositions, and lower professional fees. Transactionnon-cash stock-based compensation expense. These decreases were partially offset by an increase in incentive compensation costs. General and administrative expense includes transaction and organizational restructuring costs decreased $18.1of $3.8 million compared to the prior period, to $10.0and $13.4 million for the yearyears ended December 31, 2019 primarily due to lower severance2021 and retention costs.2020, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, our assessment of options and alternatives to enhance stockholder value, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees and other third partythird-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. General and retention costs. Foradministrative expense of $184.9 million for the year ended December 31, 2019, transaction costs related2021 includes direct general and administrative expense attributable to stockholder advisory mattersthe Health Care Services segment, which was $5.9 million.deconsolidated on July 1, 2021.
Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily due to the Ventas lease portfolio restructuring during the prior year and lease termination activity since the beginning of the prior year.
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Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily due to disposition activity through salessince the beginning of the prior year and lease terminationsleasehold improvements for certain leased communities becoming fully depreciated since the beginning of the prior year.
Interest Expense. The decrease in interest expense was primarily due to financing lease termination activity and a decrease in interest expense on long-term debt, reflecting the impact of lower interest rates, and the repaymentacquisition of debtcommunities previously subject to financing leases since the beginning of the prior year period and lower interest rates.year.
Gain (Loss) on Debt Modification and Extinguishment, Net. The decrease in gain (loss) on debt modification and extinguishment, net was primarily due to a $19.7 million gain on debt extinguishment recognized during the year ended December 31, 2020 for the extinguishment of financing lease obligations for the acquisition from Healthpeak of eight communities which were previously subject to sale-leaseback transactions in which we were deemed to have continuing involvement. This gain was partially offset by $7.9 million of costs incurred during the three months ended September 30, 2020 for debt modifications and extinguishments.
Equity in Earnings (Loss) of Unconsolidated Ventures.The decreasechange in equity in lossearnings (loss) of unconsolidated ventures was primarily due to the gain on sale of investments in unconsolidated ventures sinceassets recognized by our CCRC Venture for the beginningsale of the prior year period.two remaining entry fee CCRCs during the current year.
Gain (Loss) on Sale of Assets, Net.The decrease in gain on sale of assets, net was primarily due to fewer owned community and unconsolidated venture dispositions completeda $369.8 million gain on sale of assets recognized for the sale of our ownership interest in 2019the CCRC Venture during the prior year compared to the prior$286.5 million gain related to the HCS Sale in the current year. In 2018, we recognized gains of $293.2 million for sales of communities, sales of investments in unconsolidated ventures, and terminations of financing leases.
Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the years ended December 31, 20192021 and 20182020 was primarily due to the non-deductible impairmenttax impact of goodwillthe multi-part transaction with Healthpeak that occurred in the yearthree months ended DecemberMarch 31, 20182020 and the adjustment from stock-based compensation which was greaterHCS Sale in the yearthree months ended December 31, 2018 compared toSeptember 30, 2021. The impact represented the year ended December 31, 2019. Offsetting these items was an increasetax expense recorded on the gain on the sale of our interest in ourthe CCRC Venture and the HCS Sale, offset by a decrease in the valuation allowance that occurred inwas a direct result of the year ended December 31, 2019.multi-part transaction with Healthpeak and the HCS Sale.
We recorded an aggregate deferred federal, state, and local tax expense of $3.2 million for the year ended December 31, 2021, of which $104.3 million was recorded as the result of the HCS Sale that occurred on July 1, 2021, offset by a benefit of $63.0$101.1 million as a result of the operating loss for the year ended December 31, 2019,2021. The tax expense was offset by an increasea decrease in the valuation allowance of $60.4 million. The change in$13.0 million, resulting from the valuation allowance forHCS Sale, current operating losses, and the year ended December 31, 2019 resulted from anticipated reversal of future tax liabilities offset by future tax deductions.
We recorded an aggregate deferred federal, state, and local tax expense of $22.1 million for the year ended December 31, 2020. The expense includes $93.1 million as a result of the gain on the sale of our ownership interest in the CCRC Venture, offset by a benefit of $52.4$115.2 million as a result of the operating losslosses (exclusive of the CCRC Venture sale) for the year ended December 31, 2018, which included an increase in the valuation allowance of $0.3 million.
Liquidity and Capital Resources
This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measures. During the first quarter of 2019, we modified our definition of Adjusted Free Cash Flow to no longer adjust net cash provided by (used in) operating activities for changes in working capital items other than prepaid insurance premiums financed with notes payable and lease liability for lease termination and modification. Amounts for all periods herein reflect application of the modified definition.measure.
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Liquidity and Indebtedness
The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the consolidated statements of cash flows, and our Adjusted Free Cash Flow:Flow.
| Years Ended December 31, | Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2021 | 2020 | Amount | ||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | (94,634) | $ | 205,649 | $ | (300,283) | |||||||||||||||||
| Net cash provided by (used in) investing activities | 181,457 | (425,111) | 606,568 | ||||||||||||||||||||
| Net cash provided by (used in) financing activities | (113,657) | 382,913 | (496,570) | ||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (26,834) | 163,451 | (190,285) | ||||||||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 465,148 | 301,697 | 163,451 | ||||||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 438,314 | $ | 465,148 | $ | (26,834) | |||||||||||||||||
| Adjusted Free Cash Flow | $ | (286,694) | $ | 24,181 | $ | (310,875) | |||||||||||||||||
| Year Ended December 31, | Increase (Decrease) | |||||||||||||
| (in thousands) | 2019 | 2018 | Amount | Percent | ||||||||||
| Net cash provided by (used in) operating activities | $ | 216,412 | $ | 203,961 | $ | 12,451 | 6.1 | % | ||||||
| Net cash provided by (used in) investing activities | (225,539 | ) | 288,774 | (514,313 | ) | NM | ||||||||
| Net cash provided by (used in) financing activities | (139,394 | ) | (325,063 | ) | (185,669 | ) | (57.1 | )% | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (148,521 | ) | 167,672 | (316,193 | ) | NM | ||||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 450,218 | 282,546 | 167,672 | 59.3 | % | |||||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 301,697 | $ | 450,218 | $ | (148,521 | ) | (33.0 | )% | |||||
| Adjusted Free Cash Flow | $ | (76,404 | ) | $ | 4,118 | $ | (80,522 | ) | NM | |||||
The increasechange in net cash provided by (used in) operating activities was attributable primarily attributable to $54.6a decrease in same community revenue compared to the prior year, a $111.8 million decrease in government grants and credits received compared to the prior year, the $100.0 million management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture in the prior year, $87.5 million of cash paid to terminate community operating leasesreceived under the Medicare accelerated and advance payment program in the prior year, and the $104.3 million net impact of the $72.7 million of the employer portion of social security payroll taxes deferred during the prior year and a $20.9compared to $31.6 million increasepaid in capital expenditure reimbursements from lessorsthe current year for operating leases during 2019.the prior year deferred amount. These changes were partially offset by a $162.7 million decrease in cash facility operating lease payments, including the impact of disposition activity, through sales andthe $119.2 million one-time cash lease terminations, sincepayment made to Ventas in connection with our lease restructuring transaction with Ventas effective July 26, 2020. Net cash used in operating activities of $94.6 million in the beginningcurrent year reflects the significant disruption on our business as a result of the COVID-19 pandemic and $52.4 million of repayments and recoupments in the current year as a result of the temporary liquidity relief under the CARES Act received in the prior year and an increase in same community facility operating expense during 2019.year.
The change in net cash provided by (used in) investing activities was primarily attributable to a $407.1 million decrease in net proceeds from the sale of assets, an increase of $171.4 million in purchases of marketable securities, a $159.3 million decrease in proceeds from sales and maturities of marketable securities, and a $78.6 million increase in cash paid for capital expenditures during 2019. These changes were partially offset by $271.3$472.2 million of cash paid for the acquisition of communities during 2018 andthe prior year, a $32.5$78.0 million increase in proceeds from sales and maturities of marketable securities, a $37.1 million increase in distributions received from unconsolidated ventures, a $16.0 million decrease in purchases of marketable securities, and a $9.2 million decrease in cash paid for capital expenditures compared to the prior year. The change also includes an increase of $2.7 million in proceeds from sale of assets. During the current year, we received net cash proceeds from notes receivable during 2019.of $312.5 million for the sale of 80% of our equity in our Health Care Services segment. During the prior year, we received $289.2 million of net proceeds for the sale of our interest in our unconsolidated entry fee CCRC venture with Healthpeak.
The decreasechange in net cash used inprovided by (used in) financing activities was primarily attributable to a $468.8$610.1 million decrease in debt proceeds compared to the prior year, partially offset by a $97.3 million decrease in repayment of debt and financing lease obligations compared to 2018, including the impact of our cash settlement of the aggregate principal amount of the $316.3and an $18.1 million of 2.75% convertible senior notes during June 2018, and $12.5 million of cash paid to terminate community financing leases during 2018. These changes were partially offset by a $284.9 million decrease in debt proceeds compared to 2018 and a $19.7 million increase in cash paid for share repurchases during 2019.repurchases.
The decreasechange in Adjusted Free Cash Flow was primarily attributable to a $53.5 million increasethe change in non-development capital expenditures, net and an increase in same community facilitycash provided by (used in) operating expense during 2019.activities.
Our principal sources of liquidity have historically been from:
•cash balances on hand, cash equivalents, and marketable securities;
•cash flows from operations;
•proceeds from our credit facilities;
•funds generated through unconsolidated venture arrangements;
•proceeds from mortgage financing or refinancing of various assets, or sale-leaseback transactions;assets;
•funds raised in the debt or equity markets; and
•proceeds from the disposition of assets.
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Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity. We also have received pandemic-related government relief, including cash grants and advanced Medicare payments, and we have elected to utilize pandemic-related payroll tax deferral program, each as described above.
Our liquidity requirements have historically arisen from:
•working capital;
•operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;
•debt, serviceinterest, and lease payments;
•acquisition consideration, lease termination and restructuring costs, and transaction and integration costs;
•capital expenditures and improvements, including the expansion, renovation, redevelopment,repositioning, redeveloping, and repositioningmajor renovation of our current communities and the development of new communities;
•cash collateral required to be posted in connection with our financial instruments and insurance programs;
•purchases of common stock under our share repurchase authorizations;
•other corporate initiatives (including integration, information systems, branding, and other strategic projects); and
•prior to 2009, dividend payments.
Over the near-term, we expect that our liquidity requirements will primarily arise from:
•working capital;
•operating costs such as employee compensation and related benefits, severance costs, general and administrative expense, and supply costs;costs, including those related to the COVID-19 pandemic;
•debt, serviceinterest, and lease payments;
•payment of deferred payroll taxes under the CARES Act;
•recoupment of payments received under the Accelerated and Advance Payment Program;
•acquisition consideration;
•transaction costs and expansion ofinvestment in our healthcare services;and wellness initiatives;
•capital expenditures and improvements, including the expansion, renovation, redevelopment, and repositioning of our existing communities;
•cash collateral required to be posted in connection with our financial instruments and insurance programs; and
•other corporate initiatives (including information systems and other strategic projects).
We are highly leveraged and have significant debt and lease obligations. As of December 31, 2019,2021, we had two principal corporate-level debt obligations: our secured credit facility providing commitments of $250.0 million and our separate unsecured facility providing for up to $47.5 million of letters of credit.
As of December 31, 2019,2021, we had $1.5$1.4 billion and $834.6 million of operating and financing lease obligations, respectively.obligations. For the year ending December 31, 2020,2022, we will be required to make approximately $294.5 million and $74.9 $272.8 million of cash lease payments in connection with our existing operating and financing leases, respectively (after giving effectleases.
As of December 31, 2021, $72.6 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility. We also had a separate secured letter of credit facility providing up to the transactions with Healthpeak and NHI completed in January 2020).
Total liquidity of $481.3$536.8 million as of December 31, 20192021 included $240.2$347.0 million of unrestricted cash and cash equivalents (excluding restricted cash and lease security deposits of $110.6 million in the aggregate)$91.3 million), $68.6$182.4 million of marketable securities, and $172.5$7.4 million of availability on our secured credit facility. Total liquidity as of December 31, 20192021 decreased $111.2$38.7 million from total liquidity of $592.5$575.5 million as of December 31, 2018.2020. The decrease was primarily attributable to our $97.7$355.9 million in additional investments in our communities in 2019of payments of mortgage debt, negative $286.7 million of Adjusted Free Cash Flow, the repayment of a $45.0 million note payable, and $24.0$15.9 million paid for share repurchases.
We currently estimate our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand, cash equivalents, and marketable securities will be sufficient to fund our liquidity needs for at least the current portionnext 12 months. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR,
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maintaining expense discipline, continuing to evaluate our financing structure and the state of long-term debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief.
Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors." The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We have historically refinancedpre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or extended maturitiesunavailable. Shortfalls in cash flows from estimated operating results or other principal sources of debt obligations as they become current liabilities. Our current liabilities also include $256.7 million of operating and financing lease obligations
Capital Expenditures
Our capital expenditures are comprised of community-level, corporate, and development capital expenditures. Community-level capital expenditures include recurring expenditures (routine maintenance of communities over $1,500 per occurrence includingand for unit turnovers (subject to aover $500 floor))per unit) and community renovations, apartment upgrades, and other major building infrastructure projects. Corporate capital expenditures include those for information technology systems and equipment, the expansion of our support platform and, prior to July 1, 2021, healthcare services programs, and the remediation or replacement of assets as a result of casualty losses. Development capital expenditures include community expansions, major community redevelopment and repositioning projects, and the development of new communities.
With our development capital expenditures program, we intend to expand, renovate, redevelop, and reposition certain of our communities where economically advantageous. Certain of our communities may benefit from additions and expansions or from adding a new level of service for residents to meet the evolving needs of our customers. These development projects include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present, or physical plant modifications.
The following table summarizes our capital expenditures for the year ended December 31, 20192021 for our consolidated business:business.
| (in millions) | Actual 2019 | ||
Community-level capital expenditures, net (1) | $ | 203.9 | |
Corporate (2) | 31.9 | ||
Non-development capital expenditures, net (3) | 235.8 | ||
| Development capital expenditures, net | 24.6 | ||
| Total capital expenditures, net | $ | 260.4 | |
Community-level capital expenditures, net (1) | |||
| 109.7 | |||||
Corporate capital expenditures, net (2) | |||||
Non-development capital expenditures, net (3) | 137.4 | ||||
| Development capital expenditures, net | 3.2 | ||||
| Total capital expenditures, net | $ | 140.6 | |||
(1)Reflects the amount invested, net of our community-level capital expenditure needs with a focus on ensuring thatlessor reimbursements of $42.1 million.
(2)Includes $10.7 million of remediation costs at our communities areresulting from natural disasters.
(3)Amount is included in appropriate physical condition to support our strategy and determining what additional investments are needed to protect the value of our community portfolio. Our total community-level capital expenditures were $238.7 million for 2019, which was an increase of $97.7 million from 2018, and $34.8 million of which was reimbursed by our lessors. Adjusted Free Cash Flow.
In the aggregate, we expect our full-year 20202022 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $190 million, which includes a decrease of approximately $50 million in$160.0 million. In addition, we expect our community-level capital expenditures relative to 2019, as we have completed a significant portion of the major building infrastructure projects identified in our 2018 review.
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repositioning, redeveloping, and major renovation of selected existing senior living communities. We anticipate that our 20202022 capital expenditures will be funded from cash on hand, cash equivalents, marketable securities, cash flows from operations, and reimbursements from lessors,lessors. As of December 31, 2021, the average age of the buildings in our consolidated senior housing portfolio was approximately 24 years. To support our strategy and if necessary, amounts drawn onto protect the value of our secured credit facility.community portfolio and ensure that our communities are in appropriate physical condition, we expect that our community-level non-development capital expenditures, net of lessor reimbursements will continue at annual levels of approximately $2,000 to $2,500 per unit. Our community-level non-development capital expenditures, net of lessor reimbursements, were $2,077 per unit in 2021, and our 2022 plans equate to approximately $2,500 per unit.
Funding our planned capital expenditures, pursuing any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or funding investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans.
Indebtedness
As of December 31, 2021, we had $3.8 billion of debt outstanding, at a weighted average interest rate of 3.37%. As of such date, 94.1%, or $3.6 billion, of our total debt obligations represented non-recourse property-level mortgage financings. As of December 31, 2021, we had approximately $2.4 billion of long-term fixed rate debt (including our $230.0 million principal amount of 2.00% convertible senior notes due 2026), at a weighted average interest rate of 3.94%.
Increases in prevailing interest rates as a result of inflation or other factors will increase our payment obligations on our variable-rate obligations to the extent they are unhedged and may increase our future borrowing and hedging costs. In the normal course of business, we enter into interest rate agreements with major financial institutions to manage our risk above certain interest rates on variable rate debt. Although we have interest rate cap agreements in place for a majority of our variable-rate debt, these agreements only limit our exposure to increases in interest rates above certain levels and generally must be renewed every two to three years. As of December 31, 2021, we had approximately $1.5 billion of long-term variable rate debt, at a weighted average interest rate of 2.44%. As of such date, $1.2 billion of our debt is variable rate debt subject to interest rate cap agreements. The remaining $226.9 million of our long-term variable rate debt is not subject to any interest rate cap agreements.
The annual aggregate scheduled maturities (including recurring principal payments) of long-term debt outstanding as of December 31, 2021 are as follows (in thousands).
Years Ending December 31, | Long-term Debt | Weighted Rate | ||||||||||||||||||
| 2022 | $ | 68,609 | 3.54 | % | ||||||||||||||||
| 2023 | 234,453 | 3.49 | % | |||||||||||||||||
| 2024 | 304,294 | 4.29 | % | |||||||||||||||||
| 2025 | 348,044 | 2.81 | % | |||||||||||||||||
| 2026 | 309,269 | 2.38 | % | |||||||||||||||||
| Thereafter | 2,606,389 | 3.43 | % | |||||||||||||||||
| Total obligations | 3,871,058 | 3.37 | % | |||||||||||||||||
| Less amount representing deferred financing costs, net | (29,846) | |||||||||||||||||||
| Total | $ | 3,841,212 | ||||||||||||||||||
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Convertible Senior Notes
On October 1, 2021, we issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). We currently estimate that our existing cash flows from operations,received net proceeds of $224.3 million at closing after the deduction of the initial purchasers’ discount. We used $15.9 million of the net proceeds to pay the cost of the capped call transactions described below. Additionally, we used the remaining net proceeds together with cash on hand amounts available underto repay $284.4 million of mortgage debt and a $45.0 million note payable.
The Notes were issued pursuant to, and are governed by, the Indenture dated as of October 1, 2021 by and between us and American Stock Transfer & Trust Company, LLC, as trustee. The Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of our indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any of our secured credit facility,indebtedness to the extent of the value of the assets securing such indebtedness; and proceeds from anticipated dispositionsstructurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of owned communitiesour current or future subsidiaries.
The Notes bear interest at 2.00% per year, payable semi-annually in arrears in cash on April 15 and financings, and refinancingsOctober 15 of various assets,each year, beginning on April 15, 2022. The Notes will be sufficientmature on October 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to fundthe close of business on the business day immediately preceding July 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of our liquidity needscommon stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the next 12 months, assuming a relatively stable macroeconomic environment.
The conversion rate for the Notes is initially 123.4568 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.10 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the issuance of a notice of redemption, we will increase the conversion rate for a holder who elects to convert our Notes in connection with such a corporate event or who elects to convert any Notes called (or deemed called) for redemption during the related redemption period in certain circumstances.
We may not redeem the Notes prior to October 21, 2024. We may redeem for cash all or (subject to certain limitations) any portion of the Notes, at our option, on or after October 21, 2024 and prior to the 51st scheduled trading day immediately preceding the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If we undergo a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been, and are not required to be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believed are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act.
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In connection with the offering of the Notes, we entered into privately negotiated capped call transactions ("Capped Call Transactions") with each of Bank of America, N.A., Royal Bank of Canada, Wells Fargo Bank, National Association or their respective affiliates (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the Notes and initially have an exercise price of $8.10 per share of common stock. The cap price of the Capped Call Transactions is initially approximately $9.90 per share of our common stock, representing a premium of 65% above the last reported sale price of $6.00 per share of our common stock on September 28, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce or offset potential dilution to holders of our common stock upon conversion of the Notes and/or offset the potential cash payments that we could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.
The Capped Call Transactions are separate transactions entered into by us with the Capped Call counterparties and are not part of the terms of the Notes. The Capped Call Transactions had a cost of capital. Volatility$15.9 million, which was paid on October 1, 2021 from the proceeds of the Notes. We account for Capped Call Transactions separately from the Notes and recognized the cost as a reduction of additional paid-in capital in the credit and financial markets may have an adverse impact onyear ended December 31, 2021 as the Capped Call Transactions are indexed to our liquidity by making it more difficult for us to obtain financing or refinancing. Shortfalls in cash flows from operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures, or to pursue any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.common stock.
Credit Facilities
On December 5, 2018,11, 2020, we entered into a Fifth Amended and Restated Credit Agreementrevolving credit agreement with Capital One, National Association, as administrative agent lender, and swingline lender and the other lenders from time to time parties thereto (the "Credit Agreement").thereto. The Credit Agreementagreement provides commitments for a $250commitment amount of up to $80.0 million revolving credit facility with a $60 million sublimit forwhich can be drawn in cash or as letters of credit and a $50 million swingline feature. We have a one-time right under the Credit Agreement to increase commitments on the revolving credit facility by an additional $100 million, subject to obtaining commitments for the amount of such increase from acceptable lenders.credit. The Credit Agreement provides us a one-time right to reduce the amount of the revolving credit commitments, and we may terminate the revolving credit facility at any time, in each case without payment of a premium or penalty. The Credit Agreementagreement matures on January 3,15, 2024. Amounts drawn under the facility will bear interest at 90-day30-day LIBOR plus an applicable margin. The applicable margin varies based on the percentagewhich was 2.75% as of the total commitment drawn, withDecember 31, 2021. Additionally, a 2.25% margin at utilization equal to or lower than 35%, a 2.75% margin at utilization greater than 35% but less than or equal to 50%, and a 3.25% margin at utilization greater than 50%. A quarterly commitment fee is payableof 0.25% per annum was applicable on the unused portion of the facility at 0.25% per annum when the outstanding amountas of obligations (includingDecember 31, 2021. The revolving credit and swingline loans and letter of credit obligations)facility is greater than or equal to 50% of the revolving credit commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the revolving credit commitment amount.
As of December 31, 2019, no borrowings were outstanding on the revolving credit facility, $41.92021, $72.6 million of letters of credit and no cash borrowings were outstanding under our $80.0 million secured credit facility, and the revolving credit facility had $172.5$7.4 million of availability. We also had a separate unsecuredsecured letter of credit facility providing for up to $47.5$15.0 million of letters of credit as of December 31, 20192021 under which $47.5$13.6 million had been issued as of that date.
Long-Term Leases
As of December 31, 2019,2021, we operated 333299 communities under long-term leases (242(233 operating leases and 9166 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. We typically guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.
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The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or leased property revenue. We are responsible for all operating costs, including repairs, property taxes, and insurance. As of December 31, 2019,2021, the weighted average remaining lease term of our operating and financing leases was 6.95.9 and 8.45.3 years, respectively. The lease terms generally provide for renewal or extension options from 5 to 20 years, and, in some instances, purchase options. The lease maturities of our senior housing community leases are as follows without giving effect to future renewals or extension options.
| Years Ending December 31, | Community Count | Total Units | ||||||||||||
| 2022 | 39 | 1,854 | ||||||||||||
| 2023 | — | — | ||||||||||||
| 2024 | 7 | 904 | ||||||||||||
| 2025 | 121 | 10,286 | ||||||||||||
| 2026 | 41 | 1,994 | ||||||||||||
| Thereafter | 91 | 5,911 | ||||||||||||
| Total | 299 | 20,949 | ||||||||||||
The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios,ratios. Our capital expenditure plans for 2022 include required minimum spend of approximately $27.0 million for capital expenditures under certain of our community leases. We are required to spend an average of approximately $26.0 million per year for each of the following three years and not to exceed prescribed leverage ratios as further described below. In addition, ourapproximately $18.0 million in aggregate thereafter under the initial lease terms of such leases. Our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements.requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met.
For the year ended December 31, 2019,2021, our cash lease payments for our financing leases and operating leases were $88.6$210.2 million and $307.8 million, respectively. Forfor our financing leases were $66.2 million. The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the year endingconsolidated balance sheet as of December 31, 2020, we will be required to make approximately $74.9 million and $294.5 million of cash lease payments in connection with our existing financing leases and our operating leases, respectively (after giving effect to the transactions with Healthpeak and NHI completed in January 2020). Our capital expenditure plans for 2020 include required minimum spend of approximately $17 million for capital expenditures under certain of our community leases. Additionally, we2021 are required to spend an average of approximately $17 million per year for each of the following four years and approximately $33 million thereafter under the initial lease terms of such leases.as follows (in millions).
| Years Ending December 31, | Minimum Lease Payments | ||||
| 2022 | $ | 272.8 | |||
| 2023 | 261.9 | ||||
| 2024 | 263.8 | ||||
| 2025 | 250.8 | ||||
| 2026 | 136.9 | ||||
| Thereafter | 259.3 | ||||
| Total minimum lease payments | $ | 1,445.5 | |||
Debt and Lease Covenants
Certain of our debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity as calculated in accordance with GAAP, and in certain circumstances, reduced by intangible assets or liabilities or increased by deferred gains from sale-leaseback transactions and deferred entrance fee revenue. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. In addition, our debt and lease documents generally contain non-financial
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covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements.requirements and maintain insurance coverage.
Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).
Furthermore, our debt and leases are secured by our communities and, in certain cases, a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions
in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.
As of December 31, 2019,2021, we are in compliance with the financial covenants of our debt agreements and long-term leases.
The following table presents a summary of our material indebtedness including the related interest payments,and lease and other contractual commitments,obligations, as of December 31, 2019 (before giving effect to the transactions with Healthpeak and NHI completed in January 2020).2021.
| Payments Due during the Year Ending December 31, | |||||||||||||||||||||||||||
| (in millions) | Total | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | ||||||||||||||||||||
| Contractual Obligations: | |||||||||||||||||||||||||||
Long-term debt and line of credit obligations (1) | $ | 4,456.4 | $ | 500.1 | $ | 475.7 | $ | 443.6 | $ | 338.5 | $ | 396.9 | $ | 2,301.6 | |||||||||||||
Financing lease obligations (2) | 771.7 | 84.9 | 85.9 | 87.1 | 88.5 | 90.3 | 335.0 | ||||||||||||||||||||
Operating lease obligations (3) | 2,002.6 | 313.1 | 298.5 | 294.5 | 290.2 | 277.3 | 529.0 | ||||||||||||||||||||
| Total contractual obligations | $ | 7,230.7 | $ | 898.1 | $ | 860.1 | $ | 825.2 | $ | 717.2 | $ | 764.5 | $ | 3,165.6 | |||||||||||||
| Total commercial construction commitments | $ | 21.3 | $ | 19.7 | $ | 1.6 | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Payments Due during the Years Ending December 31, | |||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
Principal on long-term debt(1) | $ | 68.6 | $ | 234.5 | $ | 304.3 | $ | 348.0 | $ | 309.3 | $ | 2,606.4 | $ | 3,871.1 | |||||||||||||||||||||||||||
Interest on long-term debt(2) | 130.5 | 123.4 | 117.9 | 103.6 | 96.2 | 172.4 | 744.0 | ||||||||||||||||||||||||||||||||||
| Debt obligations | 199.1 | 357.9 | 422.2 | 451.6 | 405.5 | 2,778.8 | 4,615.1 | ||||||||||||||||||||||||||||||||||
Lease obligations(3) | 272.8 | 261.9 | 263.8 | 250.8 | 136.9 | 259.3 | 1,445.5 | ||||||||||||||||||||||||||||||||||
| Total debt and lease obligations | $ | 471.9 | $ | 619.8 | $ | 686.0 | $ | 702.4 | $ | 542.4 | $ | 3,038.1 | $ | 6,060.6 | |||||||||||||||||||||||||||
(3)Reflects future cash lease payments after giving effect to fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the extent they are unhedged and may increase our future borrowing and hedging costs. Although we have interestapplicable index or rate cap agreements in place for a majority of our variable-rate debt, these agreements only limit our exposure to increases in interest rates above certain levels and generally must be renewed every two to three years. Asas of December 31, 2019, $103.7 million of our outstanding variable-rate indebtedness is not subject to interest rate cap agreements.2021.
Critical Accounting Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. We believe the following accounting estimates are the most critical as they require assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate, or different estimates that could have been selected, could have a material impact on our consolidated results of operations or financial condition. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Our significant accounting policies are discussed in Note 2 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data."
As of December 31, 2019,2021, our long-lived assets were comprised primarily of $5.1$4.9 billion and $1.2$0.6 billion of net property, plant and equipment and leasehold intangibles and operating lease right-of-use assets, respectively.
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We test long-lived assets for recoverability annually during our fourth quarter or whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, we are required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value.
In estimating the recoverability of property, plant and equipment and leasehold intangibles and lease right-of-use assetsasset groups for purposes of our long-lived asset impairment testing, we utilize future cash flow projections that are generally developed internally. Any estimates of future cash flow projections necessarily involve predicting unknown future circumstances and events and require significant management judgments and estimates. In arriving at our cash flow projections, we consider our historic operating results, approved budgets
and business plans, future demographic factors, expected growth rates, estimated asset holding periods, and other factors. In estimating the future cash flows of asset groups for purposes of our long-lived asset impairment test, we make certain key assumptions. Those assumptions include future revenues, facility operating expenses, and cash flows, including sales proceeds that we would receive upon a sale of the assets using estimated capitalization rates in the case of communities. We corroborate the estimated capitalization rates we use in these calculations with capitalization rates observable from recent market transactions.
Determining the future cash flows of an asset group involves the use of significant estimates and assumptions that are unpredictable and inherently uncertain. These estimates and assumptions include revenue and expense growth rates, and operating margins, and asset holding periods used to calculate projected future cash flows. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments. Future events that may result in impairment charges include differences in the projected occupancy rates or monthly service fee rates, changes in the cost structure of existing communities, and our decision to dispose of assets, eitherincluding execution on our ongoing capital recycling program through salesexiting non-strategic or lease terminations.underperforming owned assets or leases. Significant adverse changes in our future revenues and/or operating margins, significant changes in the market for senior housing, or the valuation of the real estate of senior living communities, as well as other events and circumstances, including, but not limited to, increased competition and changing economic or market conditions, could result in changes in estimated future cash flows and the determination that additional assets are impaired.
During 2021, 2020, and 2019, we evaluated long-lived depreciable assets and lease right-of-use assets and determined that the undiscounted cash flows exceeded the carrying amount of these assets exceeded the undiscounted cash flows for all except a small numbercertain of our communities. Estimated fair values were determined for these certain properties and we recorded asset impairment chargescharges. The following is a summary of $27.2 millionasset impairment expense for property, plant and equipment and leasehold intangibles and $10.2 million for operating lease right-of-use assets during the year ended in December 31, 2019. these assets.
| For the Years Ended December 31, | |||||||||||||||||
| (in millions) | 2021 | 2020 | 2019 | ||||||||||||||
| Operating lease right-of-use assets | $ | 16.6 | $ | 76.3 | $ | 10.2 | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | 6.4 | 29.3 | 27.2 | ||||||||||||||
| Total | $ | 23.0 | $ | 105.6 | $ | 37.4 | |||||||||||
These impairment charges in 2021 and 2020 are primarily due to the COVID-19 pandemic and lower than expected operating performance at these communities and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value. During 2021 and 2020, there was a wide range of possible outcomes as a result of the pandemic, as there was a high degree of uncertainty about its ultimate impacts. In arriving at our cash flow projections, we considered our estimates of the impacts of the pandemic. Management’s estimates of the impacts of the pandemic are highly dependent on variables that are difficult to predict, as further described in Note 3 to the consolidated financial statements contained in "Item 8. Financial Statements and Supplementary Data". Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments. These impairment charges in 2019 are primarily due to our decision to dispose of assets, either through sales or lease terminations, or lower than expected performance of the underlying communities and equal the amount by which the carrying amounts of the assets exceed thetheir estimated fair value.
Our impairment loss assessment contains uncertainties because it requires us to apply judgment to estimate whether there have been changes in circumstances that indicate the carrying amount may not be recoverable, the recoverability of asset groups, and, if necessary, the fair value of our assets. As we periodically perform this assessment, changes in our estimates and assumptions may cause us to realize material impairment charges in the future. Although we make every reasonable effort to ensure the accuracy of our estimate of the future cash flows of assets, future changes in the assumptions used to make these estimates could result in the recording of an impairment loss.
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Self-Insurance Liability Accruals
We are subject to various legal proceedings and claims that arise in the ordinary course of our business. Although we maintain general liability and professional liability insurance policies for our owned, leased, and managed communities under a master insurance program, our current policies provide for deductibles for each claim and every claim.contain various exclusions from coverage. As a result, we are effectively self-insured for claims that are less than the deductible amounts.amounts, for claims that exceed the funding level of our wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. In addition, we maintain a high-deductible workers compensation program. Third-party insurers are responsible for claim costs above program deductibles and retentions.
Outstanding losses and expenses for general liability, professional liability, and workers compensation are estimated based on the recommendations of independent actuaries and management's estimates. The actuarial methods develop estimates of the future ultimate claim costs based on the claims incurred as of the balance sheet date. We review the adequacy of our accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel, and industry data, and adjust accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. These estimates require significant judgment, and as a result these estimates are uncertain and our actual exposure may be different from our estimates. Subsequent changes in actual experience are monitored and estimates are updated as information becomes available.
As of December 31, 20192021, we accrued reserves of $155.8$109.1 million for thesegeneral liability, professional liability, and workers compensation programs. During the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, we reduced our estimate of the amount of aggregate accrued liabilities for these programs based on recent claims experience. The reductionsexperience, resulting in these accrued reserves decreaseddecreases to operating expenses by $11.3$14.2 million, $14.6$4.2 million, and $9.9$11.3 million, for the years ended December 31, 2019, 2018,2021, 2020, and 20172019, respectively.
New Accounting Pronouncements
See Note 2 to the consolidated financial statements contained in "Item 8. Financial Statement and Supplementary Data" for a discussion of new accounting pronouncements.
Non-GAAP Financial Measures
This Annual Report on Form 10-K contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. We caution investors that amounts presented in accordance with our definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. We urge investors to review the following reconciliations included below of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items includedinclude non-cash impairment charges, gain/loss on facility operating lease termination, and modification, operating lease expense adjustment, amortization of deferred gain, change in future service obligation, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, our assessment of options and alternatives to enhance stockholder value, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third partythird-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance and retention costs. During the first quarter of 2019, we modified our definition of Adjusted EBITDA to exclude transaction and organizational restructuring costs, and amounts for all periods herein reflect application of the modified definition.severance.
We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related
to our financing and capital structure and other items that management does not consider as part of our
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underlying core operating performance and that management believes impact the comparability of performance between periods; and (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, or facility operating lease termination, and modification,or debt modification and extinguishment, costs, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect our operating results.
The table below reconciles Adjusted EBITDA from our net income (loss).
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | |||||||||||||||
| Net income (loss) | $ | (99,364) | $ | 81,945 | |||||||||||||
| Provision (benefit) for income taxes | (8,163) | 5,352 | |||||||||||||||
| Equity in (earnings) loss of unconsolidated ventures | (10,394) | 2,107 | |||||||||||||||
| Loss (gain) on debt modification and extinguishment, net | 1,932 | (10,896) | |||||||||||||||
| Loss (gain) on sale of assets, net | (288,835) | (374,532) | |||||||||||||||
| Other non-operating (income) loss | (5,903) | (5,648) | |||||||||||||||
| Interest expense | 195,140 | 208,779 | |||||||||||||||
| Interest income | (1,349) | (4,799) | |||||||||||||||
| Income (loss) from operations | (216,936) | (97,692) | |||||||||||||||
| Depreciation and amortization | 337,613 | 359,226 | |||||||||||||||
| Asset impairment | 23,003 | 107,308 | |||||||||||||||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | |||||||||||||||
| Operating lease expense adjustment | (23,280) | (136,276) | |||||||||||||||
| Non-cash stock-based compensation expense | 16,270 | 20,747 | |||||||||||||||
| Transaction and organizational restructuring costs | 3,809 | 13,377 | |||||||||||||||
Adjusted EBITDA(1) | $ | 138,476 | $ | 264,387 | |||||||||||||
| Years Ended December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Net income (loss) | $ | (268,492 | ) | $ | (528,352 | ) | |
| Provision (benefit) for income taxes | (2,269 | ) | (49,456 | ) | |||
| Equity in (earnings) loss of unconsolidated ventures | 4,544 | 8,804 | |||||
| Debt modification and extinguishment costs | 5,247 | 11,677 | |||||
| Loss (gain) on sale of assets, net | (7,245 | ) | (293,246 | ) | |||
| Other non-operating (income) loss | (14,765 | ) | (14,099 | ) | |||
| Interest expense | 248,341 | 280,269 | |||||
| Interest income | (9,859 | ) | (9,846 | ) | |||
| Income (loss) from operations | (44,498 | ) | (594,249 | ) | |||
| Depreciation and amortization | 379,433 | 447,455 | |||||
| Goodwill and asset impairment | 49,266 | 489,893 | |||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 162,001 | |||||
| Operating lease expense adjustment | (19,453 | ) | (17,218 | ) | |||
| Amortization of deferred gain | — | (4,358 | ) | ||||
| Non-cash stock-based compensation expense | 23,026 | 26,067 | |||||
| Transaction and organizational restructuring costs | 10,007 | 28,090 | |||||
Adjusted EBITDA (1) | $ | 401,169 | $ | 537,681 | |||
(1)Adjusted EBITDA includes:
•$12.4 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, of government grants and credits recognized in other operating income
•$119.2 million for the year ended December 31, 2020 for the one-time cash lease payment made to Ventas in connection with our lease restructuring transaction effective July 26, 2020
•$100.0 million benefit for the year ended December 31, 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of our ownership interest in the CCRC Venture
Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease liabilityassets and liabilities for lease termination, and modification, cash paid/received for gain/loss on facility operating lease termination, and modification, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures forfor: community expansions, major community redevelopment and repositioning projects, and the development of new communities. During the first quarter of 2019, we modified our definition of Adjusted Free Cash Flow to no longer adjust net cash provided by (used in) operating activities for changes in working capital items other than prepaid insurance premiums financed with notes payable and lease liability for lease termination and modification, and amounts for all periods herein reflect application of the modified definition.
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We believe that presentation of Adjusted Free Cash flowFlow as a liquidity measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; (ii) it is used as a metric in our performance-based compensation programs; and (iii)(ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.
Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination and modification generally represent charges/gains that may significantly affect our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.
The table below reconciles our Adjusted Free Cash Flow from our net cash provided by (used in) operating activities.
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | (94,634) | $ | 205,649 | |||||||||||||
| Net cash provided by (used in) investing activities | 181,457 | (425,111) | |||||||||||||||
| Net cash provided by (used in) financing activities | (113,657) | 382,913 | |||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | (26,834) | $ | 163,451 | |||||||||||||
| Net cash provided by (used in) operating activities | $ | (94,634) | $ | 205,649 | |||||||||||||
| Distributions from unconsolidated ventures from cumulative share of net earnings | (6,191) | (766) | |||||||||||||||
| Changes in operating lease assets and liabilities for lease termination | 2,380 | — | |||||||||||||||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (30,965) | (22,242) | |||||||||||||||
| Non-development capital expenditures, net | (137,410) | (139,592) | |||||||||||||||
| Payment of financing lease obligations | (19,874) | (18,868) | |||||||||||||||
Adjusted Free Cash Flow(1) | $ | (286,694) | $ | 24,181 | |||||||||||||
(1) Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $3.8 million and $13.4 million for the years ended December 31, 2021 and 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
•$3.9 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, from government grants and credits received
•$87.5 million benefit from accelerated/advanced Medicare payments received for the year ended December 31, 2020
•$20.8 million recoupment of accelerated/advanced Medicare payments for the year ended December 31, 2021
•$119.2 million one-time cash lease payment made to Ventas in connection with our lease restructuring transaction effective July 26, 2020 for the year ended December 31, 2020
•$100.0 million benefit from the management agreement termination fee payment received from Healthpeak for the year ended December 31, 2020
•$72.7 million benefit from payroll taxes deferred for the year ended December 31, 2020
•$31.6 million paid during the year ended December 31, 2021 for deferred payroll taxes for the year ended December 31, 2020
| Years Ended December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Net cash provided by (used in) operating activities | $ | 216,412 | $ | 203,961 | |||
| Net cash provided by (used in) investing activities | (225,539 | ) | 288,774 | ||||
| Net cash provided by (used in) financing activities | (139,394 | ) | (325,063 | ) | |||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | (148,521 | ) | $ | 167,672 | ||
| Net cash provided by (used in) operating activities | $ | 216,412 | $ | 203,961 | |||
| Distributions from unconsolidated ventures from cumulative share of net earnings | (3,472 | ) | (2,896 | ) | |||
| Changes in operating lease liability related to lease termination | — | 33,596 | |||||
| Cash paid for loss on facility operating lease termination and modification, net | — | 21,044 | |||||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (31,305 | ) | (10,400 | ) | |||
| Non-development capital expenditures, net | (235,797 | ) | (182,249 | ) | |||
| Property insurance proceeds | — | 1,292 | |||||
| Payment of financing lease obligations | (22,242 | ) | (59,808 | ) | |||
| Proceeds from refundable entrance fees, net of refunds | — | (422 | ) | ||||
| Adjusted Free Cash Flow | $ | (76,404 | ) | $ | 4,118 | ||
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risks from changes in interest rates charged on our credit facilities and other variable-rate indebtedness. The impact on earnings and the value of our long-term debt and lease payments are subject to change as a result of movements in market rates and prices. As of December 31, 2019,2021, 61.8%, or $2.4 billion, of our long-term debt had a weighted average fixed interest rate of 3.94%. As of December 31, 2021, we had approximately $2.3 billion of long-term fixed rate debt and $1.2$1.5 billion of long-term variable rate debt. For the year ended December 31, 2019, our total fixed-rate debt, and variable-rate debt outstanding hadat a weighted average interest rate of 4.7%2.44%.
In the normal course of business, we enter into certain interest rate cap agreements with major financial institutions to effectively manage our risk above certain interest rates on variable rate debt. As of December 31, 2019, $2.32021, $1.2 billion, or 65.3%, of our long-term debt has fixed rates. As of December 31, 2019, $1.1 billion, or 31.8%32.3%, of our long-term debt is variable rate debt subject to interest rate cap agreements. The remaining $103.7 agreements, at a weighted-average interest rate of 2.46%, and $226.9
73
million, or 2.9%5.9%, of our long-term debt is variable rate debt not subject to any interest rate cap agreements. OurApproximately 91% of our outstanding variable rate debt is indexed to LIBOR and approximately 9% of our outstanding variable rate debt is indexed to the Secured Overnight Financing Rate ("SOFR"), and accordingly our annual interest expense related to variable rate debt is directly affected by movements in LIBOR.LIBOR or SOFR. After consideration of hedging instruments currently in place, increases in LIBOR and SOFR of 100, 200, and 500 basis points would have resulted in additional annual interest expense of $12.6$15.0 million, $25.2$29.9 million, and $38.8$63.3 million, respectively. Certain of the Company'sour variable debt instruments include springing
provisions that obligate the Companyus to acquire additional interest rate caps in the event that LIBOR or SOFR increases above certain levels, and the implementation of those provisions would result in additional mitigation of interest costs.
74
Item 8. Financial Statements and Supplementary Data
BROOKDALE SENIOR LIVING INC.
INDEX TO FINANCIAL STATEMENTS
| PAGE | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | |||||
75
Report of Independent Registered Public Accounting Firm
The Stockholders and Board of Directors and Stockholders of Brookdale Senior Living Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brookdale Senior Living Inc. (the Company) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes and financial statement schedule included in the Index at Item 15 (collectively referred to as the consolidated"consolidated financial statements)statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 19, 202015, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
76
Critical Audit MattersMatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
| Evaluation of Property, Plant and Equipment and Leasehold Intangibles, Net and Operating Lease Right-of-Use Assets for Impairment | |||||
| Description of the Matter | As of December 31, Auditing management's evaluation of property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment was complex and involved a high degree of subjectivity due to the significant estimation required to determine the estimated undiscounted future cash flows and fair values of long-lived asset groups where indicators of impairment were determined to be present. In particular, the future cash flows and fair value estimates were sensitive to significant assumptions including the estimation of revenue and expense growth rates and capitalization rates, which are affected by expectations about future market or economic conditions. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to evaluate property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment, including controls over management's review of the significant assumptions described above. To test the Company's evaluation of long-lived asset groups for impairment, we performed audit procedures that included, among others, assessing the methodologies used to estimate future cash flows and estimate fair values, testing the significant assumptions used to develop the estimates of future cash flows and fair values, and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company's business and other relevant factors would affect the significant assumptions. The evaluation of the Company's methodology and key assumptions was performed with the assistance of our valuation specialists. We assessed the historical accuracy of the Company's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted future cash flows and fair values of the long-lived asset groups that would result from changes in the key assumptions. | ||||
/s/ Ernst & Young LLP
We have served as the Company's auditor since 19931993.
Chicago, Illinois
February 19, 202015, 2022
77
Report of Independent Registered Public Accounting Firm
The Stockholders and Board of Directors and Stockholders of Brookdale Senior Living Inc.
Opinion on Internal Control over Financial Reporting
We have audited Brookdale Senior Living Inc.'s (the Company) internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the CompanyBrookdale Senior Living Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes and financial statement schedule included in the Index at Item 15 and our report dated February 19, 202015, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and LimitationLimitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 19, 2020
78
BROOKDALE SENIOR LIVING INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except stock amounts)
| December 31, | December 31, | |||||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||||
| Assets | Assets | |||||||||||||||||
| Current assets | Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 240,227 | $ | 398,267 | Cash and cash equivalents | $ | 347,031 | $ | 380,420 | |||||||||
| Marketable securities | 68,567 | 14,855 | Marketable securities | 182,393 | 172,905 | |||||||||||||
| Restricted cash | 26,856 | 27,683 | Restricted cash | 26,845 | 28,059 | |||||||||||||
| Accounts receivable, net | 133,613 | 133,905 | Accounts receivable, net | 51,137 | 109,221 | |||||||||||||
| Assets held for sale | 42,671 | 93,117 | Assets held for sale | 3,642 | 16,061 | |||||||||||||
| Prepaid expenses and other current assets, net | 84,241 | 106,189 | Prepaid expenses and other current assets, net | 87,946 | 66,937 | |||||||||||||
| Total current assets | 596,175 | 774,016 | Total current assets | 698,994 | 773,603 | |||||||||||||
| Property, plant and equipment and leasehold intangibles, net | 5,109,834 | 5,275,427 | Property, plant and equipment and leasehold intangibles, net | 4,904,292 | 5,068,060 | |||||||||||||
| Operating lease right-of-use assets | 1,159,738 | — | Operating lease right-of-use assets | 630,423 | 788,138 | |||||||||||||
| Restricted cash | 34,614 | 24,268 | Restricted cash | 64,438 | 56,669 | |||||||||||||
| Investment in unconsolidated ventures | 21,210 | 27,528 | Investment in unconsolidated ventures | 67,424 | 4,898 | |||||||||||||
| Goodwill | 154,131 | 154,131 | Goodwill | 27,321 | 154,131 | |||||||||||||
| Other intangible assets, net | 35,198 | 51,472 | ||||||||||||||||
| Deferred tax asset | Deferred tax asset | 279 | — | |||||||||||||||
| Other assets, net | 83,533 | 160,418 | Other assets, net | 17,296 | 56,259 | |||||||||||||
| Total assets | $ | 7,194,433 | $ | 6,467,260 | Total assets | $ | 6,410,467 | $ | 6,901,758 | |||||||||
| Liabilities and Equity | Liabilities and Equity | |||||||||||||||||
| Current liabilities | Current liabilities | |||||||||||||||||
| Current portion of long-term debt | $ | 339,413 | $ | 294,426 | Current portion of long-term debt | $ | 63,125 | $ | 68,885 | |||||||||
| Current portion of financing lease obligations | 63,146 | 23,135 | Current portion of financing lease obligations | 22,151 | 19,543 | |||||||||||||
| Current portion of operating lease obligations | 193,587 | — | Current portion of operating lease obligations | 148,642 | 146,226 | |||||||||||||
| Trade accounts payable | 104,721 | 95,049 | Trade accounts payable | 76,125 | 71,233 | |||||||||||||
| Accrued expenses | 266,703 | 298,227 | Accrued expenses | 254,831 | 287,851 | |||||||||||||
| Refundable fees and deferred revenue | 79,402 | 62,494 | Refundable fees and deferred revenue | 67,080 | 96,995 | |||||||||||||
| Total current liabilities | 1,046,972 | 773,331 | Total current liabilities | 631,954 | 690,733 | |||||||||||||
| Long-term debt, less current portion | 3,215,710 | 3,345,754 | Long-term debt, less current portion | 3,778,087 | 3,847,103 | |||||||||||||
| Financing lease obligations, less current portion | 771,434 | 851,341 | Financing lease obligations, less current portion | 532,136 | 543,764 | |||||||||||||
| Operating lease obligations, less current portion | 1,277,178 | — | Operating lease obligations, less current portion | 681,876 | 819,429 | |||||||||||||
| Deferred liabilities | 7,569 | 262,761 | ||||||||||||||||
| Deferred tax liability | 15,397 | 18,371 | Deferred tax liability | — | 9,557 | |||||||||||||
| Other liabilities | 161,448 | 197,289 | Other liabilities | 86,791 | 188,443 | |||||||||||||
| Total liabilities | 6,495,708 | 5,448,847 | Total liabilities | 5,710,844 | 6,099,029 | |||||||||||||
| Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2019 and December 31, 2018; no shares issued and outstanding | — | — | ||||||||||||||||
| Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2019 and December 31, 2018; 199,593,343 and 196,815,254 shares issued and 192,128,586 and 192,356,051 shares outstanding (including 7,252,459 and 5,756,435 unvested restricted shares), respectively | 1,996 | 1,968 | ||||||||||||||||
| Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding | Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding | — | — | |||||||||||||||
| Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2021 and 2020; 197,485,318 and 198,331,663 shares issued and 186,957,793 and 187,804,138 shares outstanding (including 1,549,059 and 4,349,421 unvested restricted shares), respectively | Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2021 and 2020; 197,485,318 and 198,331,663 shares issued and 186,957,793 and 187,804,138 shares outstanding (including 1,549,059 and 4,349,421 unvested restricted shares), respectively | 1,975 | 1,983 | |||||||||||||||
| Additional paid-in-capital | 4,172,099 | 4,151,147 | Additional paid-in-capital | 4,208,675 | 4,212,409 | |||||||||||||
| Treasury stock, at cost; 7,464,757 and 4,459,203 shares at December 31, 2019 and December 31, 2018, respectively | (84,651 | ) | (64,940 | ) | ||||||||||||||
| Treasury stock, at cost; 10,527,525 shares at December 31, 2021 and 2020 | Treasury stock, at cost; 10,527,525 shares at December 31, 2021 and 2020 | (102,774) | (102,774) | |||||||||||||||
| Accumulated deficit | (3,393,088 | ) | (3,069,272 | ) | Accumulated deficit | (3,410,474) | (3,311,184) | |||||||||||
| Total Brookdale Senior Living Inc. stockholders' equity | 696,356 | 1,018,903 | Total Brookdale Senior Living Inc. stockholders' equity | 697,402 | 800,434 | |||||||||||||
| Noncontrolling interest | 2,369 | (490 | ) | Noncontrolling interest | 2,221 | 2,295 | ||||||||||||
| Total equity | 698,725 | 1,018,413 | Total equity | 699,623 | 802,729 | |||||||||||||
| Total liabilities and equity | $ | 7,194,433 | $ | 6,467,260 | Total liabilities and equity | $ | 6,410,467 | $ | 6,901,758 | |||||||||
See accompanying notes to consolidated financial statements.
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BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| For the Years Ended December 31, | For the Years Ended December 31, | |||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
| Revenue | Revenue | |||||||||||||||||||||||||||
| Resident fees | $ | 3,209,931 | $ | 3,449,211 | $ | 3,780,140 | Resident fees | $ | 2,543,848 | $ | 2,892,567 | $ | 3,209,931 | |||||||||||||||
| Management fees | 57,108 | 71,986 | 75,845 | Management fees | 20,598 | 130,690 | 57,108 | |||||||||||||||||||||
| Reimbursed costs incurred on behalf of managed communities | 790,049 | 1,010,229 | 891,131 | Reimbursed costs incurred on behalf of managed communities | 181,445 | 401,189 | 790,049 | |||||||||||||||||||||
| Total revenue | 4,057,088 | 4,531,426 | 4,747,116 | |||||||||||||||||||||||||
| Other operating income | Other operating income | 12,368 | 115,749 | — | ||||||||||||||||||||||||
| Total revenue and other operating income | Total revenue and other operating income | 2,758,259 | 3,540,195 | 4,057,088 | ||||||||||||||||||||||||
| Expense | Expense | |||||||||||||||||||||||||||
| Facility operating expense (excluding facility depreciation and amortization of $349,215, $407,427 and $430,288, respectively) | 2,390,495 | 2,453,328 | 2,602,155 | |||||||||||||||||||||||||
| General and administrative expense (including non-cash stock-based compensation expense of $23,026, $26,067 and $27,832, respectively) | 219,289 | 259,475 | 278,019 | |||||||||||||||||||||||||
| Facility operating expense (excluding facility depreciation and amortization of $313,830, $334,768, and $349,215, respectively) | Facility operating expense (excluding facility depreciation and amortization of $313,830, $334,768, and $349,215, respectively) | 2,075,863 | 2,341,859 | 2,390,495 | ||||||||||||||||||||||||
| General and administrative expense (including non-cash stock-based compensation expense of $16,270, $20,747, and $23,026, respectively) | General and administrative expense (including non-cash stock-based compensation expense of $16,270, $20,747, and $23,026, respectively) | 184,916 | 206,575 | 219,289 | ||||||||||||||||||||||||
| Facility operating lease expense | 269,666 | 303,294 | 339,721 | Facility operating lease expense | 174,358 | 224,033 | 269,666 | |||||||||||||||||||||
| Depreciation and amortization | 379,433 | 447,455 | 482,077 | Depreciation and amortization | 337,613 | 359,226 | 379,433 | |||||||||||||||||||||
| Goodwill and asset impairment | 49,266 | 489,893 | 409,782 | |||||||||||||||||||||||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 162,001 | 14,276 | |||||||||||||||||||||||||
| Asset impairment | Asset impairment | 23,003 | 107,308 | 49,266 | ||||||||||||||||||||||||
| Loss (gain) on facility operating lease termination, net | Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | 3,388 | ||||||||||||||||||||||||
| Costs incurred on behalf of managed communities | 790,049 | 1,010,229 | 891,131 | Costs incurred on behalf of managed communities | 181,445 | 401,189 | 790,049 | |||||||||||||||||||||
| Total operating expense | 4,101,586 | 5,125,675 | 5,017,161 | Total operating expense | 2,975,195 | 3,637,887 | 4,101,586 | |||||||||||||||||||||
| Income (loss) from operations | (44,498 | ) | (594,249 | ) | (270,045 | ) | Income (loss) from operations | (216,936) | (97,692) | (44,498) | ||||||||||||||||||
| Interest income | 9,859 | 9,846 | 4,623 | Interest income | 1,349 | 4,799 | 9,859 | |||||||||||||||||||||
| Interest expense: | Interest expense: | |||||||||||||||||||||||||||
| Debt | (177,718 | ) | (188,505 | ) | (172,635 | ) | Debt | (141,409) | (153,817) | (177,718) | ||||||||||||||||||
| Financing lease obligations | (66,353 | ) | (83,604 | ) | (140,664 | ) | Financing lease obligations | (46,282) | (48,534) | (66,353) | ||||||||||||||||||
| Amortization of deferred financing costs and debt discount | (4,057 | ) | (7,757 | ) | (12,681 | ) | ||||||||||||||||||||||
| Change in fair value of derivatives | (213 | ) | (403 | ) | (174 | ) | ||||||||||||||||||||||
| Debt modification and extinguishment costs | (5,247 | ) | (11,677 | ) | (12,409 | ) | ||||||||||||||||||||||
| Amortization of deferred financing costs | Amortization of deferred financing costs | (7,449) | (6,428) | (4,270) | ||||||||||||||||||||||||
| Gain (loss) on debt modification and extinguishment, net | Gain (loss) on debt modification and extinguishment, net | (1,932) | 10,896 | (5,247) | ||||||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated ventures | (4,544 | ) | (8,804 | ) | (14,827 | ) | Equity in earnings (loss) of unconsolidated ventures | 10,394 | (2,107) | (4,544) | ||||||||||||||||||
| Gain (loss) on sale of assets, net | 7,245 | 293,246 | 19,273 | Gain (loss) on sale of assets, net | 288,835 | 374,532 | 7,245 | |||||||||||||||||||||
| Other non-operating income (loss) | 14,765 | 14,099 | 11,418 | Other non-operating income (loss) | 5,903 | 5,648 | 14,765 | |||||||||||||||||||||
| Income (loss) before income taxes | (270,761 | ) | (577,808 | ) | (588,121 | ) | Income (loss) before income taxes | (107,527) | 87,297 | (270,761) | ||||||||||||||||||
| Benefit (provision) for income taxes | 2,269 | 49,456 | 16,515 | Benefit (provision) for income taxes | 8,163 | (5,352) | 2,269 | |||||||||||||||||||||
| Net income (loss) | (268,492 | ) | (528,352 | ) | (571,606 | ) | Net income (loss) | (99,364) | 81,945 | (268,492) | ||||||||||||||||||
| Net (income) loss attributable to noncontrolling interest | 561 | 94 | 187 | Net (income) loss attributable to noncontrolling interest | 74 | 74 | 561 | |||||||||||||||||||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | (267,931 | ) | $ | (528,258 | ) | $ | (571,419 | ) | Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | (99,290) | $ | 82,019 | $ | (267,931) | ||||||||||||
| Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders | $ | (1.44 | ) | $ | (2.82 | ) | $ | (3.07 | ) | |||||||||||||||||||
| Weighted average shares used in computing basic and diluted net loss per share | 185,907 | 187,468 | 186,155 | |||||||||||||||||||||||||
| Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders: | Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders: | |||||||||||||||||||||||||||
| Basic | Basic | $ | (0.54) | $ | 0.45 | $ | (1.44) | |||||||||||||||||||||
| Diluted | Diluted | $ | (0.54) | $ | 0.44 | $ | (1.44) | |||||||||||||||||||||
| Weighted average common shares outstanding: | Weighted average common shares outstanding: | |||||||||||||||||||||||||||
| Basic | Basic | 184,975 | 183,498 | 185,907 | ||||||||||||||||||||||||
| Diluted | Diluted | 184,975 | 184,386 | 185,907 | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
80
BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
| For the Years Ended December 31, | For the Years Ended December 31, | |||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
| Total equity, balance at beginning of period | $ | 1,018,413 | $ | 1,530,291 | $ | 2,077,732 | Total equity, balance at beginning of period | $ | 802,729 | $ | 698,725 | $ | 1,018,413 | |||||||||||||||
| Common stock: | Common stock: | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | 1,968 | $ | 1,913 | $ | 1,900 | Balance at beginning of period | $ | 1,983 | $ | 1,996 | $ | 1,968 | |||||||||||||||
| Issuance of common stock under Associate Stock Purchase Plan | 2 | 1 | 2 | Issuance of common stock under Associate Stock Purchase Plan | — | 2 | 2 | |||||||||||||||||||||
| Restricted stock, net | 31 | 26 | 14 | |||||||||||||||||||||||||
| Restricted stock and restricted stock units, net | Restricted stock and restricted stock units, net | (1) | (9) | 31 | ||||||||||||||||||||||||
| Shares withheld for employee taxes | (5 | ) | (4 | ) | (3 | ) | Shares withheld for employee taxes | (7) | (6) | (5) | ||||||||||||||||||
| Other, net | — | 32 | — | |||||||||||||||||||||||||
| Balance at end of period | $ | 1,996 | $ | 1,968 | $ | 1,913 | Balance at end of period | $ | 1,975 | $ | 1,983 | $ | 1,996 | |||||||||||||||
| Additional paid-in-capital: | Additional paid-in-capital: | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | 4,151,147 | $ | 4,126,549 | $ | 4,102,397 | Balance at beginning of period | $ | 4,212,409 | $ | 4,172,099 | $ | 4,151,147 | |||||||||||||||
| Compensation expense related to restricted stock grants | 23,026 | 26,067 | 27,832 | Compensation expense related to restricted stock grants | 16,270 | 20,747 | 23,026 | |||||||||||||||||||||
| Issuance of common stock under Associate Stock Purchase Plan | 1,160 | 1,468 | 2,039 | Issuance of common stock under Associate Stock Purchase Plan | 699 | 638 | 1,160 | |||||||||||||||||||||
| Restricted stock, net | (31 | ) | (26 | ) | (14 | ) | ||||||||||||||||||||||
| Purchase of capped call transactions | Purchase of capped call transactions | (15,916) | — | — | ||||||||||||||||||||||||
| Issuance of warrants | Issuance of warrants | — | 22,883 | — | ||||||||||||||||||||||||
| Restricted stock and restricted stock units, net | Restricted stock and restricted stock units, net | 1 | 9 | (31) | ||||||||||||||||||||||||
| Shares withheld for employee taxes | (3,308 | ) | (3,057 | ) | (5,886 | ) | Shares withheld for employee taxes | (4,813) | (4,037) | (3,308) | ||||||||||||||||||
| Other, net | 105 | 146 | 181 | Other, net | 25 | 70 | 105 | |||||||||||||||||||||
| Balance at end of period | $ | 4,172,099 | $ | 4,151,147 | $ | 4,126,549 | Balance at end of period | $ | 4,208,675 | $ | 4,212,409 | $ | 4,172,099 | |||||||||||||||
| Treasury stock: | Treasury stock: | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | (64,940 | ) | $ | (56,440 | ) | $ | (56,440 | ) | Balance at beginning of period | $ | (102,774) | $ | (84,651) | $ | (64,940) | ||||||||||||
| Purchase of treasury stock | (19,711 | ) | (8,500 | ) | — | Purchase of treasury stock | — | (18,123) | (19,711) | |||||||||||||||||||
| Balance at end of period | $ | (84,651 | ) | $ | (64,940 | ) | $ | (56,440 | ) | Balance at end of period | $ | (102,774) | $ | (102,774) | $ | (84,651) | ||||||||||||
| Accumulated deficit: | Accumulated deficit: | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | (3,069,272 | ) | $ | (2,541,294 | ) | $ | (1,969,875 | ) | Balance at beginning of period | $ | (3,311,184) | $ | (3,393,088) | $ | (3,069,272) | ||||||||||||
| Cumulative effect of change in accounting principle (Note 2) | (55,885 | ) | — | — | ||||||||||||||||||||||||
| Cumulative effect of change in accounting principle | Cumulative effect of change in accounting principle | — | (115) | (55,885) | ||||||||||||||||||||||||
| Net income (loss) | (267,931 | ) | (528,258 | ) | (571,419 | ) | Net income (loss) | (99,290) | 82,019 | (267,931) | ||||||||||||||||||
| Other, net | — | 280 | — | |||||||||||||||||||||||||
| Balance at end of period | $ | (3,393,088 | ) | $ | (3,069,272 | ) | $ | (2,541,294 | ) | Balance at end of period | $ | (3,410,474) | $ | (3,311,184) | $ | (3,393,088) | ||||||||||||
| Noncontrolling interest: | Noncontrolling interest: | |||||||||||||||||||||||||||
| Balance at beginning of period | $ | (490 | ) | $ | (437 | ) | $ | (250 | ) | Balance at beginning of period | $ | 2,295 | $ | 2,369 | $ | (490) | ||||||||||||
| Net income (loss) attributable to noncontrolling interest | (561 | ) | (94 | ) | (187 | ) | Net income (loss) attributable to noncontrolling interest | (74) | (74) | (561) | ||||||||||||||||||
| Noncontrolling interest contribution | 6,566 | 41 | — | Noncontrolling interest contribution | — | — | 6,566 | |||||||||||||||||||||
| Noncontrolling interest distribution | (3,146 | ) | — | — | Noncontrolling interest distribution | — | — | (3,146) | ||||||||||||||||||||
| Balance at end of period | $ | 2,369 | $ | (490 | ) | $ | (437 | ) | Balance at end of period | $ | 2,221 | $ | 2,295 | $ | 2,369 | |||||||||||||
| Total equity, balance at end of period | $ | 698,725 | $ | 1,018,413 | $ | 1,530,291 | Total equity, balance at end of period | $ | 699,623 | $ | 802,729 | $ | 698,725 | |||||||||||||||
| Common stock share activity | Common stock share activity | |||||||||||||||||||||||||||
| Outstanding shares of common stock: | Outstanding shares of common stock: | |||||||||||||||||||||||||||
| Balance at beginning of period | 192,356 | 191,276 | 190,046 | Balance at beginning of period | 187,804 | 192,129 | 192,356 | |||||||||||||||||||||
| Issuance of common stock under Associate Stock Purchase Plan | 181 | 207 | 181 | Issuance of common stock under Associate Stock Purchase Plan | 124 | 224 | 181 | |||||||||||||||||||||
| Restricted stock, net | 3,073 | 2,593 | 1,421 | |||||||||||||||||||||||||
| Restricted stock and restricted stock units, net | Restricted stock and restricted stock units, net | (159) | (830) | 3,073 | ||||||||||||||||||||||||
| Shares withheld for employee taxes | (476 | ) | (439 | ) | (372 | ) | Shares withheld for employee taxes | (811) | (656) | (476) | ||||||||||||||||||
| Purchase of treasury stock | (3,005 | ) | (1,281 | ) | — | Purchase of treasury stock | — | (3,063) | (3,005) | |||||||||||||||||||
| Balance at end of period | 192,129 | 192,356 | 191,276 | Balance at end of period | 186,958 | 187,804 | 192,129 | |||||||||||||||||||||
See accompanying notes to consolidated financial statements.
81
BROOKDALE SENIOR LIVING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| For the Years Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
| Net income (loss) | $ | (99,364) | $ | 81,945 | $ | (268,492) | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
| Loss (gain) on debt modification and extinguishment, net | 1,932 | (10,896) | 5,247 | ||||||||||||||
| Depreciation and amortization, net | 345,062 | 365,654 | 383,703 | ||||||||||||||
| Asset impairment | 23,003 | 107,308 | 49,266 | ||||||||||||||
| Equity in (earnings) loss of unconsolidated ventures | (10,394) | 2,107 | 4,544 | ||||||||||||||
| Distributions from unconsolidated ventures from cumulative share of net earnings | 6,191 | 766 | 3,472 | ||||||||||||||
| Amortization of entrance fees | (1,758) | (2,122) | (1,634) | ||||||||||||||
| Proceeds from deferred entrance fee revenue | 3,562 | 734 | 3,544 | ||||||||||||||
| Deferred income tax (benefit) provision | (9,837) | (5,840) | (2,654) | ||||||||||||||
| Operating lease expense adjustment | (23,280) | (136,276) | (19,453) | ||||||||||||||
| Loss (gain) on sale of assets, net | (288,835) | (374,532) | (7,245) | ||||||||||||||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | 3,388 | ||||||||||||||
| Non-cash stock-based compensation expense | 16,270 | 20,747 | 23,026 | ||||||||||||||
| Non-cash management contract termination gain | — | — | (969) | ||||||||||||||
| Other | (4,689) | (2,777) | (8,700) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable, net | 502 | 24,277 | 292 | ||||||||||||||
| Prepaid expenses and other assets, net | (15,483) | 24,707 | 55,873 | ||||||||||||||
| Trade accounts payable and accrued expenses | (54,032) | 27,294 | (12,984) | ||||||||||||||
| Refundable fees and deferred revenue | (10,066) | 62,614 | (25,117) | ||||||||||||||
| Operating lease assets and liabilities for lessor capital expenditure reimbursements | 30,965 | 22,242 | 31,305 | ||||||||||||||
| Operating lease assets and liabilities for lease termination | (2,380) | — | — | ||||||||||||||
| Net cash provided by (used in) operating activities | (94,634) | 205,649 | 216,412 | ||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Change in lease security deposits and lease acquisition deposits, net | (100) | 3,569 | (859) | ||||||||||||||
| Purchase of marketable securities | (362,257) | (378,269) | (186,224) | ||||||||||||||
| Sale and maturities of marketable securities | 352,988 | 275,000 | 134,000 | ||||||||||||||
| Capital expenditures, net of related payables | (176,657) | (185,871) | (304,092) | ||||||||||||||
| Acquisition of assets, net of related payables and cash received | — | (472,193) | (497) | ||||||||||||||
| Investment in unconsolidated ventures | (5,436) | (4,082) | (4,346) | ||||||||||||||
| Distributions received from unconsolidated ventures | 37,113 | — | 9,635 | ||||||||||||||
| Proceeds from sale of assets, net | 334,006 | 331,316 | 92,735 | ||||||||||||||
| Proceeds from notes receivable | 1,800 | 5,419 | 34,109 | ||||||||||||||
| Net cash provided by (used in) investing activities | 181,457 | (425,111) | (225,539) | ||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Proceeds from debt | 352,962 | 963,099 | 321,996 | ||||||||||||||
| Repayment of debt and financing lease obligations | (441,571) | (538,859) | (427,923) | ||||||||||||||
| Proceeds from line of credit | — | 166,381 | — | ||||||||||||||
| Repayment of line of credit | — | (166,381) | — | ||||||||||||||
| Purchase of treasury stock, net of related payables | — | (18,123) | (23,955) | ||||||||||||||
| Purchase of capped call transactions | (15,916) | — | — | ||||||||||||||
| Payment of financing costs, net of related payables | (3,904) | (19,649) | (7,309) | ||||||||||||||
| Payments of employee taxes for withheld shares | (4,820) | (4,037) | (3,313) | ||||||||||||||
| Other | (408) | 482 | 1,110 | ||||||||||||||
| Net cash provided by (used in) financing activities | (113,657) | 382,913 | (139,394) | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (26,834) | 163,451 | (148,521) | ||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 465,148 | 301,697 | 450,218 | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 438,314 | $ | 465,148 | $ | 301,697 | |||||||||||
| For the Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income (loss) | $ | (268,492 | ) | $ | (528,352 | ) | $ | (571,606 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Debt modification and extinguishment costs | 5,247 | 11,677 | 12,409 | ||||||||
| Depreciation and amortization, net | 383,490 | 455,212 | 494,758 | ||||||||
| Goodwill and asset impairment | 49,266 | 489,893 | 409,782 | ||||||||
| Equity in (earnings) loss of unconsolidated ventures | 4,544 | 8,804 | 14,827 | ||||||||
| Distributions from unconsolidated ventures from cumulative share of net earnings | 3,472 | 2,896 | 8,258 | ||||||||
| Amortization of deferred gain | — | (4,358 | ) | (4,366 | ) | ||||||
| Amortization of entrance fees | (1,634 | ) | (1,670 | ) | (2,901 | ) | |||||
| Proceeds from deferred entrance fee revenue | 3,544 | 3,218 | 5,712 | ||||||||
| Deferred income tax (benefit) provision | (2,654 | ) | (52,367 | ) | (15,309 | ) | |||||
| Operating lease expense adjustment | (19,453 | ) | (17,218 | ) | (20,990 | ) | |||||
| Change in fair value of derivatives | 213 | 403 | 174 | ||||||||
| Loss (gain) on sale of assets, net | (7,245 | ) | (293,246 | ) | (19,273 | ) | |||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 140,957 | 14,276 | ||||||||
| Non-cash stock-based compensation expense | 23,026 | 26,067 | 27,832 | ||||||||
| Non-cash interest expense on financing lease obligations | — | 10,894 | 17,744 | ||||||||
| Non-cash management contract termination gain | (969 | ) | (8,724 | ) | — | ||||||
| Other | (8,700 | ) | (1,292 | ) | (8,819 | ) | |||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | 292 | (4,964 | ) | 12,747 | |||||||
| Prepaid expenses and other assets, net | 55,873 | 26,762 | 21,970 | ||||||||
| Trade accounts payable and accrued expenses | (12,984 | ) | (37,307 | ) | (4,527 | ) | |||||
| Refundable fees and deferred revenue | (25,117 | ) | (128 | ) | (14,339 | ) | |||||
| Operating lease assets and liabilities for lessor capital expenditure reimbursements | 31,305 | 10,400 | — | ||||||||
| Operating lease assets and liabilities for lease termination | — | (33,596 | ) | — | |||||||
| Net cash provided by (used in) operating activities | 216,412 | 203,961 | 378,359 | ||||||||
| Cash Flows from Investing Activities | |||||||||||
| Change in lease security deposits and lease acquisition deposits, net | (859 | ) | 1,163 | (2,113 | ) | ||||||
| Purchase of marketable securities | (186,224 | ) | (14,823 | ) | (341,187 | ) | |||||
| Sale and maturities of marketable securities | 134,000 | 293,273 | 50,000 | ||||||||
| Capital expenditures, net of related payables | (304,092 | ) | (225,473 | ) | (213,887 | ) | |||||
| Acquisition of assets, net of related payables and cash received | (497 | ) | (271,771 | ) | (5,196 | ) | |||||
| Investment in unconsolidated ventures | (4,346 | ) | (9,124 | ) | (199,017 | ) | |||||
| Distributions received from unconsolidated ventures | 9,635 | 12,850 | 29,035 | ||||||||
| Proceeds from sale of assets, net | 92,735 | 499,807 | 70,507 | ||||||||
| Proceeds from notes receivable | 34,109 | 1,580 | 975 | ||||||||
| Property insurance proceeds | — | 1,292 | 8,550 | ||||||||
| Net cash provided by (used in) investing activities | (225,539 | ) | 288,774 | (602,333 | ) | ||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from debt | 321,996 | 606,921 | 1,307,205 | ||||||||
| Repayment of debt and financing lease obligations | (427,923 | ) | (896,744 | ) | (1,054,161 | ) | |||||
| Proceeds from line of credit | — | 200,000 | 100,000 | ||||||||
| Repayment of line of credit | — | (200,000 | ) | (100,000 | ) | ||||||
| Purchase of treasury stock, net of related payables | (23,955 | ) | (4,256 | ) | — | ||||||
| Payment of financing costs, net of related payables | (7,309 | ) | (16,317 | ) | (17,269 | ) | |||||
| Proceeds from refundable entrance fees, net of refunds | — | (422 | ) | (2,179 | ) | ||||||
| Payments for lease termination | — | (12,548 | ) | (552 | ) | ||||||
| Payments of employee taxes for withheld shares | (3,313 | ) | (3,061 | ) | (5,889 | ) | |||||
| Other | 1,110 | 1,364 | 2,043 | ||||||||
| Net cash provided by (used in) financing activities | (139,394 | ) | (325,063 | ) | 229,198 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (148,521 | ) | 167,672 | 5,224 | |||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 450,218 | 282,546 | 277,322 | ||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 301,697 | $ | 450,218 | $ | 282,546 | |||||
See accompanying notes to consolidated financial statements.
82
BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Brookdale Senior Living Inc. ("Brookdale" or the "Company") is an operator of 679 senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built,its mission of enriching the lives of the people it serves with compassion, respect, excellence, and operated to provide quality service, care, and living accommodations for residents.integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company also offers a range of home health, hospice, and outpatient therapy services to residents of many of itsCompany's senior living communities and its comprehensive network help to provide seniors living outsidewith care and services in an environment that feels like home.
As of itsDecember 31, 2021, the Company owned 347 communities, representing a majority of the Company's consolidated community portfolio, leased 299 communities, and managed 33 communities.
2. Summary of Significant Accounting Policies
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). Except for the changes for the impact of the recently adopted accounting pronouncements discussed in this Note, the Company has consistently applied its accounting policies to all periods presented in these consolidated financial statements. The significant accounting policies are summarized below:
Principles of Consolidation
The consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.
The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Refer to Note 6 for more information about the Company's VIE relationships.
Use of Estimates
The preparation of the consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, goodwill andother operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates.
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Revenue Recognition
Resident Fees
Resident fee revenue is reported at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from residents or third-party payors and include variable consideration for retroactive
adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Resident fee revenue is recognized as performance obligations are satisfied.
Under the Company's senior living residency agreements, which are generally for a contractual term of 30 days to one year, the Company provides senior living services to residents for a stated daily or monthly fee. The Company has elected the lessor practical expedient within ASC 842, Leases ("ASC 842") and recognizes, measures, presents, and discloses the revenue for services under the Company's senior living residency agreements based upon the predominant component, either the lease or nonlease component, of the contracts. The Company has determined that the services included under the Company's independent living, assisted living, and memory care residency agreements have the same timing and pattern of transfer and are performance obligations that are satisfied over time. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers ("ASC 606") for its independent living, assisted living, and memory care residency agreements for which it has estimated that the nonlease components of such residency agreements are the predominant component of the contract.
The Company receives payment for services under various third-party payor programs which include Medicare, Medicaid, and other third-party payors. Estimates for settlements with third-party payors for retroactive adjustments from estimated reimbursements due to audits, reviews, or investigations are included in the determination of the estimated transaction price for providing services. The Company estimates the transaction price based on the terms of the contract with the payor, correspondence with the payor, and historical payment trends. Changes to these estimates for retroactive adjustments are recognized in the period the change or adjustment becomes known or when final settlements are determined.
Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known.
Management Services
The Company manages certain communities under contracts which provide periodic management fee payments to the Company and reimbursement for costs and expense related to such communities. Management fees are generally determined by an agreed upon percentage of gross revenues (as defined in the management agreement). Certain management contracts also provide for an annual incentive fee to be paid to the Company upon achievement of certain metrics identified in the contract. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. The Company estimates the amount of incentive fee revenue expected to be earned, if any, during the annual contract period and revenue is recognized as services are provided.The Company's estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Such revenue is included in "reimbursedreimbursed costs incurred on behalf of managed communities"communities on the consolidated statements of operations. The related costs are included in "costscosts incurred on behalf of managed communities"communities on the consolidated statements of operations.
Government Grants
The Company recognizes income for government grants on a systematic and rational basis over the periods in which the Company recognizes the related expenses or loss of revenue for which the grants are intended to compensate when there is reasonable assurance that the Company will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received.
Lease Accounting
Refer to the Company's revenue recognition policy for discussion of the accounting policy for residency agreements, which include a lease component.
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The Company, as lessee, makes a determination with respect to each of its community, office, and equipment leases as to whether each should be accounted for as an operating lease or financing lease. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements.
Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of right-of-use assets are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset, calculated utilizing the lowest level of identifiable cash flows. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying amount, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates and estimated lease coverage ratios (Level 3).
Operating Leases
The Company recognizes operating lease expense for actual rent paid, generally plus or minus a straight-line adjustment for estimated minimum lease escalators if applicable. The right-of-use asset is generally reduced each period by an amount equal to the difference between the operating lease expense and the amount of expense on the lease liability utilizing the effective interest method. Subsequent to the impairment of an operating lease right-of-use asset, the Company recognizes operating lease expense consisting of the reduction of the right-of-use asset on a straight-line basis over the remaining lease term and the amount of expense on the lease liability utilizing the effective interest method.
Financing Leases
Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold intangibles, net on the Company's consolidated balance sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life.
Sale-Leaseback Transactions
For transactions in which an owned community is sold and leased back from the buyer (sale-leaseback transactions), the Company recognizes an asset sale and lease accounting is applied if the Company has transferred control of the community. For such transactions, the Company removes the transferred assets from the consolidated balance sheet and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the transaction price for the sale transaction.
For sale‑leaseback transactions in which the Company has not transferred control of the underlying asset, the Company does not recognize an asset sale or derecognize the underlying asset until control is transferred. For such transactions, the Company continues to recognizerecognizes the underlying assets within assets under financing leases as a component of property, plant and equipment and leasehold intangibles, net on the consolidated balance sheets and continues to depreciate the assetassets over itstheir useful life.lives. Additionally, the Company accounts for any amounts received as a financing lease liability and the Company recognizes
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interest expense on the financing lease liability utilizing the effective interest method with the interest expense limited to an amount that is not greater than the cash payments on the financing lease liability over the term of the lease.
Gain (Loss) on Sale of Assets
The Company regularly enters into real estate transactions which may include the disposaldisposition of certain communities, including the associated real estate. The Company recognizes a gain or loss from real estate sales when the transfer of control is complete.
The Company recognizes a gain or loss from the sale of equity method investments when the transfer of control is complete and the Company has no continuing involvement with the transferred financial assets.
Purchase Accounting
For the acquisition of assets that do not meet the definition of a business, the Company accounts for the transaction as an asset acquisition at the purchase price, including acquisition costs, allocated among the acquired assets and assumed liabilities, including identified intangible assets and liabilities, based upon the relative fair values using Level 3 inputs at the date of acquisition.
For acquisitions of a business, the Company accounts for the transaction as a business combination pursuant to the acquisition method and assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at fair value. In determining the allocation of the purchase price of companies and communities to net tangible and identified intangible assets acquired and liabilities assumed, the Company makes estimates of fair value using information obtained as a result of pre-acquisition due diligence, marketing, leasing activities, and/or independent appraisals.
In connection with a business combination, the excess of the fair value of liabilities assumed and common stock issued and cash paid over the fair value of identifiable assets acquired is allocated to goodwill. Transaction costs associated with business combinations are expensed as incurred. See "Recently Adopted Accounting Pronouncements" within this footnote for more information related to the adoption of ASU 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01").
Deferred Financing Costs
Stock-Based Compensation
Measurement of the cost of employee services received in exchange for stockstock-based compensation is based on the grant-date fair value of the employee stock awards, which is based on the quoted price of the Company's common shares on the grant date for the majority of the Company's awards. The Company evaluates if grant-date fair value adjustments are necessary based on whether the Company is in possession of material non-public information at the grant date and the changes in the Company’s stock price subsequent to the release of such information and no adjustments were made. Generally, thisthe cost is recognized as compensation expense ratably over the employee's requisite service period. The Company recognizes forfeitures of stock-based awards as they occur and any previously recognized compensation expense is reversed for forfeited awards. AwardsStock-based awards that vest over a requisite service period, other than those with performance or market conditions, generally vest ratably in annual installments over a period of three to four years. Incremental compensation costs arising from subsequent modifications of awards after the grant date are recognized when incurred.
Certain of the Company's employee stockstock-based awards vest only upon the achievement of performance conditions. The Company recognizes compensation cost only when achievement of performance conditions is considered probable. Consequently, the Company’s determination of the amount of stockstock-based compensation expense requires judgment in estimating the probability of achievement of these performance conditions. Performance conditioned awards that vest dependent upon attainment of various levels of performance that equal or exceed threshold levels generally vest based upon performance at the end of a three-year performance period. The number of shares that ultimately vest can range from 0% to 125% of the stockstock-based awards granted depending on the level of achievement of the performance criteria.
Certain of the Company's employee stockstock-based awards vest only upon the achievement of a market condition where the measurement period is three years and vesting of the awards is based on the Company's level of attainment of a specified total
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stockholder return relative to the percentage appreciation of a specified index of companies for the respective three-year measurement period. Compensation expense for awards with market conditions is recognized over the service period, which is generally four years, and the actual achievement of the market condition does not impact expense recognition. The Company uses a Monte Carlo valuation model to estimate the grant date fair value of such awards. Depending on the results achieved during the three-year measurement period, the number of shares that ultimately vest may range from 0% to 150% of the stockstock-based awards granted. The expected volatility of the Company's common stock at the date of grant wasis estimated based on a historical average volatility rate for the approximate three-year performance period and for awards granted in 2019, the estimated expected weighted average volatility was 42.5% and 45.2%. for awards granted in 2020 and 2019, respectively. The risk-free interest rate assumption wasis based on observed interest rates consistent with the approximate three-year measurement period and for awards granted in 2019 the estimated weighted average risk free interest rate was 1.4% and 2.4%. for awards granted in 2020 and 2019, respectively.
For all share-based awards with graded vesting other than performance conditioned awards, the Company records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For performance conditioned awards, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance condition is deemed probable of achievement. Performance conditions are evaluated quarterly. If such conditions are not ultimately met or it is not probable the conditions will be achieved, no compensation expense for performance conditioned awards is recognized and any previously recognized compensation expense is reversed.
Income Taxes
The Company accounts for income taxes under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax basis of assets and liabilities using the tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. When it is determined that it is more likely than not that the Company will be able to realize deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset is made and reflected in income. This determination is made by considering various factors, including the reversal and timing of existing temporary differences, tax planning strategies, and estimates of future taxable income exclusive of the reversal of temporary differences.
Fair Value of Financial Instruments
Fair value measurements are based on a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:follows.
Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 – quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Current: | |||||||
| Real estate tax and property insurance escrows | $ | 16,299 | $ | 18,177 | |||
| Replacement reserve escrows | 9,071 | 8,273 | |||||
| Resident deposits | 475 | 489 | |||||
| Other | 1,011 | 744 | |||||
| Subtotal | 26,856 | 27,683 | |||||
| Long term: | |||||||
| Insurance deposits | 23,692 | 14,370 | |||||
| CCRCs escrows | 10,641 | 9,618 | |||||
| Debt service reserve | 281 | 280 | |||||
| Subtotal | 34,614 | 24,268 | |||||
| Total | $ | 61,470 | $ | 51,951 | |||
Marketable Securities
Marketable securities are investments in commercial paper and short-term corporate bond instruments with maturities of greater than 90 days as of their acquisition date by the Company.
Accounts Receivable, Net
Accounts receivable are reported net of an allowance for credit losses to represent the Company's estimate of inherentexpected losses at the balance sheet date. The allowance for credit losses was $7.8 million and $7.9 million as of December 31, 2019 and 2018,
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Assets Held for Sale
The Company designates communities as held for sale when certain criteria are met, including when management has committed to a plan to sell the community and the sale is probable within one year of the reporting date. The Company records these assets on the consolidated balance sheet at the lesser of the carrying amount and fair value less estimated selling costs. If the carrying amount is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company evaluates the fair value of the assets held for sale each period to determine if it has changed. The long-lived assets are not depreciated while classified as held for sale.
Property, Plant and Equipment and Leasehold Intangibles, Net
Property, plant and equipment and leasehold intangibles, net are recorded at cost. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are as follows:follows.
| Asset Category | Estimated Useful Life (in years) | |||||||
| Buildings and improvements | 40 | |||||||
| Furniture and equipment | 3 – 10 | |||||||
| Resident lease intangibles | 1 – 3 | |||||||
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over the estimated useful life of the renovations or improvements. For communities subject to operating or financing leases, leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the term of the lease. For financing leases that have a purchase option the Company is reasonably certain to exercise, the leasehold improvements are depreciated over their estimated useful life. Facility operating expense excludes facility depreciation and amortization.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company is required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods, and estimated capitalization rates (Level 3).
Investment in Unconsolidated Ventures
The initial carrying amount of investments in unconsolidated ventures is based on the amount paid to purchase the investment or its fair value in the case of a retained noncontrolling interest contributed to the unconsolidated ventures.upon deconsolidation of a former subsidiary. The Company's reported share of earnings of an unconsolidated venture is
adjusted for the impact, if any, of basis differences between its carrying amount of the equity investment and its share of the venture's underlying assets.
Distributions received from an investee are recognized as a reduction in the carrying amount of the investment. If distributions are received from an investee that would reduce the carrying amount of an equity method investment below zero, the Company evaluates the facts and circumstances of the distributions to determine the appropriate accounting for the excess distribution, including an evaluation of the source of the proceeds and implicit or explicit commitments to fund the investee. The excess distribution is either recorded as a gain on investment, or in instances where the source of proceeds is from financing activities or the Company has a significant commitment to fund the investee, the excess distribution would result in an equity method liability and the Company would continue to record its share of the investee's earnings and losses.
The Company evaluates realization of its investment in ventures accounted for using the equity method if circumstances indicate that the Company's investment is other than temporarily impaired. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. If the Company determines that an equity method investment is other than temporarily impaired, it is recorded at its fair value with an impairment charge recognized in asset impairment expense for the difference between its carrying amount and fair value based on Level 3 inputs.value.
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Goodwill and Intangible Assets
The Company tests goodwill for impairment annually during the fourth quarter or more frequently if indicators of impairment arise. Factors the Company considers important in its analysis of whether an indicator of impairment exists include a significant decline in the Company's stock price or market capitalization for a sustained period since the last testing date, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If so, the Company performs a quantitative goodwill impairment test based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying amount. The fair values used in the quantitative goodwill impairment test are estimated using Level 3 inputs based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates, and discount rates. The Company also considers market-based measures such as earnings multiples in its analysis of estimated fair values of its reporting units. If the quantitative goodwill impairment test results in a reporting unit's carrying amount exceeding its estimated fair value, an impairment charge will be recorded based on the difference, with the impairment charge limited to the amount of goodwill allocated to the reporting unit.
Self-Insurance Liability Accruals
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased, and managed communities under a master insurance program, the Company's current policies provide for deductibles for each claim and every claim.contain various exclusions from coverage. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts.amounts, for claims that exceed the funding level of the Company’s wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program.
The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel, and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available.
Treasury Stock
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders' equity.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this standard effective January 1, 2020 and recognized the cumulative effect of the adoption as an immaterial adjustment to beginning accumulated deficit as of January 1, 2020.
In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which amends the former accounting principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability on the consolidated balance sheet for most leases. Additionally, ASU 2016-02 made targeted changes to lessor accounting, including changes to align certain aspects with the revenue recognition model, and enhanced disclosure of lease arrangements.
In July 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements ("ASU 2018-11"), which provides entities with a transition method option to not restate comparative periods presented, but to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, and a practical expedient allowing lessors to not separate nonlease components from the associated lease components when certain criteria are met. The Company adopted these lease accounting standards effective January 1, 2019 and utilized the modified retrospective transition method with no adjustments to comparative periods presented. Additionally, the Company elected the package of practical expedients within ASU 2016-02
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that allows an entity to not reassess, as of January 1, 2019, its prior conclusions on whether an existing contract contains a lease, lease classification for existing leases, and whether costs incurred for existing leases qualify as initial direct costs. The Company did not elect the hindsight practical expedient which would have allowed it to revisit key assumptions, such as lease term, that were made when it originally entered into the lease.
The Company's adoption of ASU 2016-02 resulted in the recognition of operating lease liabilities of $1.6 billion and right-of-use assets of $1.3 billion on the consolidated balance sheet for its existing community, office, and equipment operating leases based on the remaining present value of the minimum lease payments as of January 1, 2019. The future minimum lease payments recognized on the consolidated balance sheet included fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate as of January 1, 2019. Such right-of-use asset amounts were recognized based upon the amount of the recognized lease liabilities, adjusted for accrued lease payments, intangible assets, and the recognition of right-of-use asset impairments. As of December 31, 2018, the Company had a net liability of $231.4 million recognized on its consolidated balance sheet for accrued lease payments and intangible assets for operating leases. Additionally, $58.1 million of previously unrecognized right-of-use asset impairments were recognized as a cumulative effect adjustment to beginning accumulated deficit as of January 1, 2019. As a result of the Company's election of the package of practical expedients within ASU 2016-02, there were no changes to the classification of the Company's existing operating and financing leases as of January 1, 2019 and there were no changes to the amounts recognized on its consolidated balance sheet for its existing financing leases as of January 1, 2019. Additionally, the application of ASU 2016-02 resulted in a $10.2 million increase to the amount of asset impairment expense recognized for operating lease right-of-use assets for the year ended December 31, 2019.
In addition to the previously unrecognized right-of-use asset impairment of $58.1 million, the Company recognized cumulative effect adjustments to beginning accumulated deficit as of January 1, 2019 for the impact of the adoption of accounting standards by its equity method investees and the deferred tax impact of these adjustments. The recognition of the right-of-use assets and corresponding liabilities and the removal of the deferred tax position related to these leases as of December 31, 2018 had a $0.3 million impact on the Company's net deferred tax position. A deferred tax asset of $14.1 million and an increase to the valuation allowance of $13.8 million was recorded against accumulated deficit reflecting the tax impact of the previously unrecognized right-of-use asset impairments.
The adoption of the new accounting standards resulted in the following adjustments to the Company's consolidated balance sheet as of January 1, 2019:2019.
| (in millions) | |||
| Assets | |||
| Prepaid expenses and other current assets, net | $ | 67 | |
| Property, plant and equipment and leasehold intangibles, net | (11 | ) | |
| Operating lease right-of-use assets | 1,329 | ||
| Investment in unconsolidated ventures | (2 | ) | |
| Other intangible assets, net | (5 | ) | |
| Other assets, net | (73 | ) | |
| Total assets | $ | 1,305 | |
| Liabilities and Equity | |||
| Refundable fees and deferred revenue | $ | 43 | |
| Operating lease obligations | 1,618 | ||
| Deferred liabilities | (257 | ) | |
| Other liabilities | (43 | ) | |
| Total liabilities | 1,361 | ||
| Total equity | (56 | ) | |
| Total liabilities and equity | $ | 1,305 | |
| (in millions) | |||||
| Assets | |||||
| Property, plant and equipment and leasehold intangibles, net | $ | (11) | |||
| Operating lease right-of-use assets | 1,329 | ||||
| Investment in unconsolidated ventures | (2) | ||||
| Other intangible assets, net | (5) | ||||
| Other assets, net | (6) | ||||
| Total assets | $ | 1,305 | |||
| Liabilities and Equity | |||||
| Operating lease obligations | $ | 1,618 | |||
| Deferred liabilities | (257) | ||||
| Total liabilities | 1,361 | ||||
| Total equity | (56) | ||||
| Total liabilities and equity | $ | 1,305 | |||
In January 2017,March 2020, the FASB issued ASU 2017-01,2020-04, Business Combinations: ClarifyingFacilitation of the DefinitionEffects of a BusinessReference Rate Reform on Financial Reporting ("("ASU 2017-01"2020-04"), which clarifiesprovides optional guidance for a limited period of time through December 31, 2022 to ease the definitionpotential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference the London Inter-Bank Offered Rate ("LIBOR") or other reference rates expected to be discontinued. The guidance may be elected over time and the Company elected the optional practical expedient provided by ASU 2020-04 for debt contract modifications related to the discontinuation of a business to assist companies in determining whether transactions should be accounted for as an asset acquisition or a business combination. Under ASU 2017-01, if substantially allreference rates. The adoption of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the setoptional expedient has not had and is not expected to have a business andmaterial impact on the transaction is accounted for as an asset acquisition. Transaction costs associated with asset acquisitions are capitalized while those associated with business combinations are expensed as incurred. The Company adopted ASU 2017-01 on a prospective basis on January 1, 2018. The changes to the definition of a business may result in certain future acquisitions of real estate, communities, or senior housing operating companies being accounted for as asset acquisitions.Company's consolidated financial statements.
In November 2016,August 2020, the FASB issued ASU 2016-18,2020-06, Statement of Cash Flows: Restricted Cash, a consensus of the FASB Emerging Issues Task ForceDebt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2016-18"2020-06"), which intendssimplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to addresscalculate diluted earnings per share for convertible instruments and requires the diversity in practice that exists inuse of the classification and presentationif-converted method. The
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Reclassifications
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations.
3. Earnings Per ShareCOVID-19 Pandemic
Pandemic-Related Expenses. In the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, vested and unvested restricted stock units, and convertible debt instruments and warrants.
The direct costs include those for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. For the years ended December 31, 20182021 and 2017,2020, the calculationCompany recorded $23.0 million and $105.6 million, respectively, of diluted weighted average shares excludesnon-cash impairment charges in its operating results for its operating lease right-of-use assets and property, plant, and equipment and leasehold intangibles, primarily due to the impactCOVID-19 pandemic and lower than expected operating performance at certain communities.
Financial Relief. The Coronavirus Aid, Relief, and Economic Security Act of conversion2020 ("CARES Act"), signed into law on March 27, 2020, and Paycheck Protection Program and Health Care Enhancement Act, signed into law on April 24, 2020, provide liquidity and financial relief to certain businesses, among other things. Certain impacts of such programs are provided below.
•During the years ended December 31, 2021 and 2020, the Company accepted $0.8 million and $109.8 million, respectively, of cash from grants from the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. During the three months ended December 31, 2021, the Company applied for the Phase 4 general distribution from the Provider Relief Fund. There can be no assurance that the Company will qualify for, or receive, such future grants in the amount it expects, that additional restrictions on the permissible uses or terms and conditions of the principal amountgrants will not be imposed by HHS, or that future funding programs will be made available for which it qualifies.
•During the year ended December 31, 2020, the Company received $87.5 million under the Accelerated and Advance Payment Program administered by the Centers for Medicare & Medicaid Services ("CMS"), $75.2 million of $316.3which related to its former Health Care Services segment and $12.3 million of which related to its CCRCs segment. Recoupment of advanced payments began one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of advanced payments will be due following such recoupment period. During the year ended December 31, 2021, $20.8 million of the Company's 2.75% convertible senior notes whichadvanced payments were repaid in cash at their maturity on June 15, 2018. Referrecouped. Pursuant to Note 9 for more information aboutthe sale of 80% of the Company's equity in its Health Care Services segment (as described in Note 4), $63.6 million of such obligations related to its former convertible notes.Health Care Services segment were retained by the unconsolidated HCS Venture. As of December 31, 2017,2021, the maximum numberoutstanding balance of shares issuable upon conversionadvanced payments related to the CCRCs segment was $3.1 million.
•During the year ended December 31, 2020, the Company deferred payment of $72.7 million of the notesemployer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020 pursuant to the CARES Act. Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment, $9.6 million of such obligations related to its former Health Care Services segment were retained by the unconsolidated HCS Venture. In December 2021,
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the Company paid $31.6 million of its retained deferred amount and the remaining deferred amount of $31.6 million is due December 31, 2022.
•The Company was approximately 13.8eligible to claim the employee retention credit for certain of its associates under the CARES Act. The credit for 2020 was available to employers that fully or partially suspended operations during any calendar quarter in 2020 due to orders from an appropriate governmental authority limiting commerce, travel, or group meetings due to COVID-19, and was equal to 50% of qualified wages paid after March 12, 2020 through December 31, 2020 to qualified employees, with a maximum credit of $5,000 per employee. During the year ended December 31, 2021, the Company recognized $9.9 million (after giving effectof employee retention credits on wages paid from March 12, 2020 to additional make-whole shares issuable upon conversionDecember 31, 2020 within other operating income, for which the Company has received $3.4 million in connection with the occurrence of certain events). Ascash as of December 31, 2017,2021. The Company recognized a receivable for the maximum numberremaining $6.5 million within prepaid expenses and other current assets, net on the consolidated balance sheet as of shares issuable upon conversionDecember 31, 2021. The credit was modified and extended by subsequent legislation for wages paid from January 1, 2021 through December 31, 2021, and the Company is assessing its eligibility to claim such credit. There can be no assurance that the Company will qualify for, or receive, credits in the amount or on the timing it expects.
In addition to the grants described above, during the years ended December 31, 2021 and 2020, the Company received and recognized $1.7 million and $5.9 million, respectively, of other operating income from grants from other government sources.
The Company cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on its business, results of operations, cash flow, and liquidity, and its response efforts may continue to delay or negatively impact its strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the notes in excesspandemic and any resurgence or variants of the amount of principal that would be settled in cash was approximately 3.0 million. In addition, the calculation of diluted weighted average shares excludesdisease; the impact of COVID-19 on the exercise of warrants to acquirenation’s economy and debt and equity markets and the local economies in the Company's common stock. Asmarkets; the development, availability, utilization, and efficacy of December 31, 2018COVID-19 testing, therapeutic agents, and 2017,vaccines and the numberprioritization of shares issuable upon exercisesuch resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and the Company's ability to adapt its sales and marketing efforts to meet that demand; the impact of COVID-19 on the Company's residents’ and their families’ ability to afford its resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of the warrants was approximately 0.5 millionCompany's new residents; the disproportionate impact of COVID-19 on seniors generally and 10.8 million, respectively. The optionthose residing in the Company's communities; the duration and costs of the Company's response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to exerciseCOVID-19 and general labor market conditions; the remaining outstanding warrants expired unexercised during 2019.impact of COVID-19 on the Company's ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in its debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to the Company's health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit the Company's collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts.
4. Acquisitions, Dispositions, and Other Significant Transactions
On July 1, 2021, the Company disposedcompleted the sale of an aggregate80% of 39 owned communities (3its equity in 2017, 22its Health Care Services segment to affiliates of HCA Healthcare, Inc. ("HCA Healthcare") for a purchase price of $400.0 million in 2018,cash, subject to certain adjustments set forth in the Securities Purchase Agreement (the "Purchase Agreement") dated February 24, 2021, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and 14 in 2019)deferred payroll tax payments related to the Health Care Services segment (the "HCS Sale"). The Company received net cash proceeds of $312.6 million, including $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. The Purchase Agreement also contained certain agreed upon indemnities for the benefit of the purchaser. At closing of the transaction, the Company retained a 20% equity interest in the HCS Venture.
The results and financial position of the Health Care Services segment were deconsolidated from its consolidated financial statements as of July 1, 2021 and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, the Company recognized a $100.0 million asset within investment in unconsolidated ventures on its consolidated balance sheet for the estimated fair value of its retained 20% noncontrolling interest in the HCS Venture. The Company recognized a $286.5 million gain on sale, net of transaction costs, within its consolidated
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statement of operations for the year ended December 31, 2021 for the HCS Sale. Refer to Note 21 for selected financial data for the Health Care Services segment through June 30, 2021.
On November 1, 2021, the HCS Venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare to LHC Group Inc. Upon the completion of the sale, the Company received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which decreased its investment in unconsolidated ventures. The Company continues to own a 20% equity interest in the remaining HCS Venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.
Community Transactions
The Company entered into agreementstransactions with Welltower Inc. ("Welltower") and Ventas, Inc. ("Ventas") in 2018, announced on July 27, 2020, and continued to execute on the transactions with Healthpeak Properties, Inc. ("Healthpeak") (f/k/a HCP, Inc.), announced in 2016 and 2017,on October 1, 2019, which together restructured a significant portion of the Company's triple-net lease obligations with the Company's largest lessors.obligations. As a result of suchthe transactions with Healthpeak, as well as other lease expirationscommunity transactions, the Company acquired 27 communities that the Company formerly leased or managed and terminations,sold substantially all of its ownership interests in unconsolidated senior housing ventures during 2019 through 2021. Additionally, the Company disposed of an aggregate of 24 owned communities (including the conveyance of 5 communities to Ventas) and the Company's triple-net lease obligations on 20417 communities were terminated from 20172019 to 2021 (10 in 2019, (1055 in 2017, 892020, and 2 in 2018, and 10 in 2019)2021). During this period the Company also sold its ownership interests in 8 unconsolidated ventures and acquired 6 communities that it previously leased or managed. As of December 31, 2019, the Company owned 330 communities, leased 333 communities, managed 17 communities for which the Company had an equity interest, and managed 83 communities on behalf of third parties.
The following table sets forth the amounts included within the Company's consolidated financial statements for the 24341 communities that it disposed of through sales, conveyances, and lease terminations for the years ended December 31, 2019, 2018,2021, 2020, and 20172019 through the respective disposition dates:dates.
| Year Ended December 31, | |||||||||||
| (in thousands) | 2019 | 2018 | 2017 | ||||||||
| Resident fees | |||||||||||
| Independent Living | $ | — | $ | 81,280 | $ | 152,190 | |||||
| Assisted Living and Memory Care | 20,891 | 256,038 | 476,677 | ||||||||
| CCRCs | 33,189 | 53,215 | 113,493 | ||||||||
| Senior housing resident fees | 54,080 | 390,533 | 742,360 | ||||||||
| Facility operating expense | |||||||||||
| Independent Living | — | 48,154 | 90,134 | ||||||||
| Assisted Living and Memory Care | 18,249 | 187,411 | 336,314 | ||||||||
| CCRCs | 34,128 | 50,971 | 103,130 | ||||||||
| Senior housing facility operating expense | 52,377 | 286,536 | 529,578 | ||||||||
| Cash lease payments | $ | 1,694 | $ | 84,041 | $ | 178,187 | |||||
| Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Resident fees | |||||||||||||||||
| Assisted Living and Memory Care | $ | 5,445 | $ | 24,105 | $ | 60,204 | |||||||||||
| CCRCs | 6,471 | 29,203 | 74,090 | ||||||||||||||
| Senior housing resident fees | $ | 11,916 | $ | 53,308 | $ | 134,294 | |||||||||||
| Facility operating expense | |||||||||||||||||
| Assisted Living and Memory Care | $ | 5,142 | $ | 22,723 | $ | 52,228 | |||||||||||
| CCRCs | 7,680 | 30,310 | 72,096 | ||||||||||||||
| Senior housing facility operating expense | $ | 12,822 | $ | 53,033 | $ | 124,324 | |||||||||||
| Cash lease payments | $ | 1,726 | $ | 6,752 | $ | 11,014 | |||||||||||
As of December 31, 2019, 3 owned2021, 2 communities in the Assisted Living and Memory Care segment were classified as held for sale, resulting in $42.7$3.6 million being recorded as assets held for sale and $28.9 million of mortgage debt being included in the current portion of long-term debt within the consolidated balance sheet with respect to such communities. NaN of such communities are in the CCRCs segment and 1 is in the Assisted Living and Memory Care segment.sheet. The closings of the various pending and expected transactions described belowsales of the communities are or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. However, thereThere can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
Completed Dispositions of Owned Communities
During the year ended December 31, 2021, the Company completed the sale of 3 owned communities for cash proceeds of $16.5 million, net of transaction costs, and recognized a net gain on sale of assets of $0.3 million. In addition to the conveyance of 5 communities to Ventas, during the year ended December 31, 2020, the Company completed the sale of 2 owned communities for cash proceeds of $38.1 million, net of transaction costs, and recognized a net gain on sale of assets of $2.7 million. During the year ended December 31, 2019, the Company completed the sale of 14 owned communities for cash proceeds of $85.4 million, net of transaction costs, and recognized a net gain on sale of assets of $5.5 million.
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Ventas Lease Restructuring
On July 26, 2020 (the "Effective Date"), the Company entered into definitive agreements with Ventas in connection with the restructuring of the Company’s lease arrangements with Ventas, including a Master Transaction Letter Agreement (the "Master Agreement"). Pursuant to the Master Agreement:
•On the Effective Date the parties entered into the Amended and Restated Master Lease and Security Agreement (the "Master Lease") and Amended and Restated Guaranty (the "Guaranty"), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of April 26, 2018 and as amended from time to time. Pursuant to the Master Lease, the Company continues to lease 120 communities for an aggregate initial annual minimum rent of approximately $100.0 million, which reflects a reduction of approximately $83 million of annual minimum rent in effect prior to the transaction. Effective on January 1 of each lease year, beginning January 1, 2022, the annual minimum rent is subject to a 3% escalator. The initial term of the Master Lease ends December 31, 2025, with 2 10-year extension options available to the Company. The annual minimum rent for the initial lease year of any such renewal term will be the greater of the fair market rental of the communities or the increased annual minimum rent for such lease year applying the foregoing 3% escalator. The Master Lease removed the prior provision that would have automatically extended the initial term in the event of the consummation of a change of control transaction by the Company. The Master Lease requires the Company utilizedto spend (or escrow with Ventas) a minimum of $1,500 per unit on a community-level basis and $3,600 per unit on an aggregate basis of all communities, in each case per 24-month period ending December 31 during the lease term, commencing with the 24-month period ended December 31, 2021. In addition, Ventas agreed to fund costs associated with certain pre-approved capital expenditure projects in the aggregate amount of up to $37.8 million. Upon disbursement of such expenditures, the annual minimum rent under the Master Lease will increase by the amount of the disbursement multiplied by 50% of the sum of the then current 10-year treasury note rate and 4.5%. The transaction agreements with Ventas further provide that the Master Lease and certain other agreements between the parties will be cross-defaulted.
The Company’s subsidiaries’ obligations under the Master Lease are guaranteed at the parent level pursuant to the Guaranty. The Guaranty removed the prior requirements that the Company satisfy, at the parent level, financial covenants and that the Company maintain a security deposit with Ventas. The Guaranty also removed the prior right of Ventas to terminate the Master Lease on the basis of parent level financial covenants. Pursuant to the terms of the Guaranty, the Company may consummate a change of control transaction without the need for consent of Ventas so long as certain objective conditions are satisfied, including the post-transaction guarantor’s maintaining a minimum tangible net worth of at least $600.0 million, having minimum levels of operational experience and reputation in the senior living industry, and paying a change of control fee of $25.0 million to Ventas. The Guaranty removed the prior provisions that would have required that such post-transaction guarantor satisfy a maximum leverage ratio level, that the Company fund additional capital expenditures, and that the Company extend the term upon the occurrence of the change in control transaction. Under the terms of the Guaranty, commencing January 1, 2024 (and until such time (if any) as the Company exercises its lease term extension option with respect to the Master Lease), Ventas shall have the right to terminate the Master Lease (with respect to one or more communities), provided that the trailing twelve month coverage ratio of each such community is less than 0.9x and provided further that the removal and termination of any such communities does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such removal and termination.
•On the Effective Date, the Company entered into a Second Amended and Restated Omnibus Agreement with Ventas, which provides that if a default occurs and is continuing under certain other material leases or under certain material financings and if the same continues beyond the permitted cure period or the applicable landlord or lender exercises any material remedies, Ventas shall have the right to transition all or a portion of the cash proceedscommunities from the asset salesMaster Lease to repay approximately $5.1a management arrangement with the Company pursuant to a market management agreement (which is terminable by either party). Notwithstanding the foregoing, Ventas may only transition one or more communities from the Master Lease to a management arrangement if such transition does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such transition.
•On the Effective Date, the Company conveyed 5 owned communities to Ventas in full release and satisfaction of $78.4 million principal amount of associated mortgage debtindebtedness secured by the communities. Upon closing, the parties entered into new terminable, market rate management agreements pursuant to which the Company manages the communities. The Company also paid to Ventas $115.0 million in cash, released all security deposits to Ventas under the former guaranty (which included the release of a $42.4 million deposit held by Ventas and debt prepayment penalties.the payment of $4.2 million in cash as settlement of the amount of letters of credit), and issued a $45.0 million unsecured interest-only promissory note to
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•On the Effective Date, the Company issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all the Company’s classes of capital stock or of the total value of shares of all the Company’s classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), the Company would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require the Company to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Pursuant to the terms of the agreement, the Company filed a shelf registration statement with the SEC with respect to the shares of common stock underlying the Warrant, which was declared effective on August 17, 2020. Ventas is entitled to customary underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.
As a result of the modification of the community leases with Ventas, the Company reduced the carrying amount of lease obligations and assets under leases by $370.0 million and $159.5 million, respectively, in the three months ended September 30, 2020. As the Company's community leases do not contain an implicit rate, the Company utilized its incremental borrowing rate based on information available on the Effective Date to determine the present value of remaining lease payments for the community leases with Ventas. Additionally, the results and financial position of the 5 communities conveyed to Ventas were deconsolidated from the Company's financial statements prospectively as of the Effective Date. As of the Effective Date, the Warrant was recognized as a component of stockholders’ equity at its estimated fair value of $22.9 million. The Company’s net cash provided by operating activities for the year ended December 31, 2018,2020 includes the Company completed$119.2 million one-time cash lease payment made to Ventas in connection with its lease restructuring transaction effective July 26, 2020. See Note 20 for more information regarding the saleadjustments to the Company’s consolidated balance sheet as a result of 22 owned communities for cash proceeds of $380.7 million, net of transaction costs, and recognized a net gain on sale of assets of $188.6 million. The Company utilized a portion of the cash proceeds from the asset sales to repay approximately $174.0 million of associated mortgage debt and debt prepayment penalties.this transaction.
On October 1, 2019, the Company entered into definitive agreements, including a Master Transactions and Cooperation Agreement (the "MTCA") and an Equity Interest Purchase Agreement (the "Purchase Agreement"), providing for a multi-part transaction with Healthpeak. The parties subsequently amended the agreements to include 1 additional entry fee CCRC community as part of the sale of the Company's interest in its unconsolidated entry fee CCRC Ventureventure with Healthpeak (the "CCRC Venture") (rather than removing the CCRCcommunity from the CCRC Venture for joint marketing and sale). The components of the multi-part transaction include:
included:
•CCRC Venture Transaction. Pursuant to the Purchase Agreement, on January 31, 2020, Healthpeak acquired the Company's 51% ownership interest in the CCRC Venture, which held 14 entry fee CCRCs, for a total purchase price of $289.2 million, net of a $5.9 million post-closing net working capital adjustment paid to Healthpeak during the three months ended June 30, 2020 (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment). The $289.2 million of cash received from Healthpeak is presented within net cash used in investing activities for the year ended December 31, 2020. The Company recognized a $369.8 million gain on sale of assets for the year ended December 31, 2020, and the Company derecognized the net equity method liability for the sale of the ownership interest in the CCRC Venture. At the closing, the parties terminated the Company's existing management agreements with the 14 entry fee CCRCs, Healthpeak paid the Company a $100.0 million management agreement termination fee, and the Company transitioned operations of the entry fee CCRCs to a new operator. The Company recognized $100.0 million of management fee revenue for the three months ended March 31, 2020 for the management termination fee. Prior to the January 31, 2020 closing, the parties moved the remaining 2 entry fee CCRCs into a new unconsolidated venture on substantially the same terms as the CCRC Venture to accommodate the sale of such two2 communities.
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•Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated the existing master lease pursuant to which the Company continued to lease 25 communities from Healthpeak, and the Company acquired 18 formerly leased communities from Healthpeak, at which time the 18 communities were removed from the master lease. At the closing, the Company paid $405.5 million to acquire such communities and to reduce its annual rent under the amended and restated master lease. The $405.5 million of cash paid to Healthpeak and $1.7 million of direct acquisition costs are presented within net cash used in investing activities for the year ended December 31, 2020. The Company funded the community acquisitions with $192.6 million of non-recourse mortgage financing and the proceeds from the multi-part transaction. In addition, Healthpeak agreed to terminate the lease for 1 leased community, which occurred during December 2020. As a futureresult of the lease termination, the Company recognized a $2.3 million gain on lease termination during the year ended December 31, 2020 for the amount by which the lease obligations exceeded the net carrying amount of the Company's assets under the operating lease as of the lease termination date.
During the year ended December 31, 2018. Additionally,2021, the Company recognized a non-cash gain on lease terminationnew unconsolidated entry fee CCRC venture completed the sale of $1.5the 2 remaining entry fee CCRCs for cash proceeds of $14.0 million, fornet of associated mortgage debt repayments and transaction costs. Subsequent to the sale transaction, the new unconsolidated entry fee CCRC venture has no continuing operations. During the year ended December 31, 2018,2021, the Company received $8.3 million of cash distributions from the new unconsolidated entry fee CCRC venture and recognized $13.6 million of equity in earnings of unconsolidated ventures for the derecognitionCompany’s proportionate share of the net carrying amountincome of the Company's assets and liabilities under operating and financing leases at the lease termination date.
5. Fair Value Measurements
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to their short maturity of 90 days or less.
Marketable Securities
As of December 31, 2019,2021, marketable securities of $68.6$182.4 million are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy.
Investment in Unconsolidated Ventures
As of July 1, 2021, the Company recognized a $100.0 million asset within investment in unconsolidated ventures on its consolidated balance sheet for the estimated fair value of its retained 20% noncontrolling interest in the HCS Venture. The initial recognized amount of the Company’s 20% equity interest in the HCS Venture was determined based upon a pro-rata share of the total enterprise value of the HCS Venture considering the $400.0 million purchase price paid by HCA Healthcare, as the Company's 20% interest shares ratably in all of the benefits and losses expected to be generated by the HCS Venture. The fair value measurement is classified within Level 2 of the valuation hierarchy.
Interest Rate Derivatives
The Company's derivative assets include interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable rate debt. The derivative positions are valued using models developed internally by the respective counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and
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are classified within Level 2 of the valuation hierarchy. The Company considers the credit risk of its counterparties when evaluating the fair value of its derivatives.
The following table summarizes the Company's interest rate cap instruments as of December 31, 2019:2021.
| (in thousands) | |||||
| Current notional balance | $ | 1,461,665 | |||
| Weighted average fixed cap rate | 4.33 | % | |||
| Earliest maturity date | 2022 | ||||
| Latest maturity date | 2024 | ||||
| Estimated asset fair value (included in other assets, net) at December 31, 2021 | $ | 313 | |||
| Estimated asset fair value (included in other assets, net) at December 31, 2020 | $ | 22 | |||
| (in thousands) | |||
| Current notional balance | $ | 1,272,486 | |
| Weighted average fixed cap rate | 4.70 | % | |
| Earliest maturity date | 2020 | ||
| Latest maturity date | 2023 | ||
| Estimated asset fair value (included in other assets, net at December 31, 2019) | $ | 6 | |
| Estimated asset fair value (included in other assets, net at December 31, 2018) | $ | 150 | |
Debt
The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding long-term debt with a carrying amount of approximately $3.6$3.8 billion and $3.9 billion as of both December 31, 20192021 and 2018.2020, respectively. Fair value of the long-term debt approximates carrying amount in all periods presented. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.
On July 26, 2020, the Company issued to Ventas a warrant to purchase up to 16.3 million shares of the Company’s common stock, at a price per share of $3.00. The fair value of this warrant of $22.9 million as of July 26, 2020 was estimated using the Black-Scholes option-pricing model utilizing a stock price volatility assumption of 65% which is considered a Level 2 input of the valuation hierarchy.
Asset Impairment Expense
The following is a summary of goodwill and asset impairment expense.
| For the Years Ended December 31, | |||||||||||||||||
| (in millions) | 2021 | 2020 | 2019 | ||||||||||||||
| Operating lease right-of-use assets | $ | 16.6 | $ | 76.3 | $ | 10.2 | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | 6.4 | 29.3 | 27.2 | ||||||||||||||
| Investment in unconsolidated ventures | — | 1.5 | — | ||||||||||||||
| Assets held for sale | — | 0.2 | 1.3 | ||||||||||||||
| Other assets, net | — | — | 10.6 | ||||||||||||||
| Asset impairment | $ | 23.0 | $ | 107.3 | $ | 49.3 | |||||||||||
| For the Years Ended December 31, | |||||||||||
| (in millions) | 2019 | 2018 | 2017 | ||||||||
| Goodwill (Note 8) | $ | — | $ | 351.7 | $ | 205.0 | |||||
| Property, plant and equipment and leasehold intangibles, net (Note 7) | 27.2 | 78.0 | 164.4 | ||||||||
| Operating lease right-of-use assets (Note 11) | 10.2 | — | — | ||||||||
| Investment in unconsolidated ventures (Note 6) | — | 33.4 | 25.8 | ||||||||
| Other intangible assets, net (Note 8) | 10.2 | 9.1 | 14.6 | ||||||||
| Assets held for sale (Note 4) | 1.3 | 15.6 | — | ||||||||
| Other assets | 0.4 | 2.1 | — | ||||||||
| Goodwill and asset impairment | $ | 49.3 | $ | 489.9 | $ | 409.8 | |||||
In estimating the fair valuerecoverability of the reporting unitsasset groups for purposes of the quantitative goodwillCompany’s long-lived asset impairment test,testing, the Company utilized an income approach, which includedutilizes future cash flow projections that are developed internally. Any estimates of future cash flow projections necessarily involve predicting unknown future circumstances and events and require significant management judgments and estimates. In arriving at the cash flow projections, the Company consideredconsiders its estimates of the impacts of the pandemic, historic operating results, approved budgets and business plans, future demographic factors, expected growth rates, estimated asset holding periods, and other factors. In using
As of December 31, 2021 and 2020 there was a wide range of possible outcomes as a result of the income approachpandemic, as there was a high degree of uncertainty about its ultimate impact. Management’s estimates of the impact of the pandemic are highly
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dependent on variables that are difficult to estimatepredict, as further described in Note 3. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments.
Operating Lease Right-of-Use Assets
During the years ended December 31, 2021, 2020, and 2019, the Company evaluated operating lease right-of-use assets for impairment and identified communities with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of reporting unitsthe assets to their carrying amount for purposesthese identified communities and recorded an impairment charge for the excess of its goodwill impairment test,carrying amount over fair value. During the year ended December 31, 2021, the Company made certain key assumptions. Those assumptions include future revenues, facilityrecognized the right-of-use assets for the operating expenses,leases for 11 communities on the consolidated balance sheet at the estimated fair value of $31.0 million. The Company recognized the right-of-use assets for the operating leases for 35 communities on the consolidated balance sheet as of March 31, 2020 at the estimated fair value of $106.7 million. During the three months ended June 30, 2020, the Company recognized the right-of-use assets for the operating leases for 9 communities on the consolidated balance sheet at the estimated fair value of $10.3 million. During the three months ended September 30, 2020, the Company recognized the right-of-use assets for the operating leases for 2 communities on the consolidated balance sheets at the estimated fair value of $3.0 million. During the three months ended December 31, 2020, the Company recognized the right-of-use assets for the operating leases for 5 communities on the consolidated balance sheet at the estimated fair value of $2.3 million. In the aggregate, the Company recorded a non-cash impairment charge of $16.6 million, $76.3 million, and $10.2 million for the years ended December 31, 2021, 2020, and 2019, respectively, to operating lease right-of-use assets. These impairment charges in 2021 and 2020 are primarily due to the COVID-19 pandemic and the lower than expected operating performance at these communities and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value.
The Company's adoption of ASU 2016-02 resulted in the recognition of the right-of-use assets for the operating leases for 25 communities on the consolidated balance sheet as of January 1, 2019 at the estimated fair value of $56.6 million, and $58.1 million of previously unrecognized right-of-use asset impairments were recognized as a cumulative effect adjustment to accumulated deficit as the Company determined that the long-lived assets of such communities were not recoverable as of such date. See Note 2 for more information regarding the recognition of right-of-use assets for operating leases upon the adoption of ASU 2016-02.
The fair values of the operating lease right-of-use assets were estimated utilizing a discounted cash flow approach based upon projected community cash flows and market data, including sales proceeds that the Company would receive uponmanagement fees and a sale of the communities using estimated capitalization rates,market supported lease coverage ratio, all of which are considered Level 3 inputs inwithin the valuation hierarchy. The Company corroborated the estimated capitalization rates used in these calculations with capitalization rates observable from recent market transactions. Futurefuture cash flows arewere discounted at a rate that is consistent with a weighted average cost of capital from a market participant perspective. The weighted average costrange of capital is an estimatediscount rates utilized was 9.0% to 12.3%, depending upon the property type, geographical location, and the quality of the overall after-tax rate of return required by equity and debt holders of a business enterprise. The Company also considered market based measures such as earnings multiples in its analysis of estimated fair values of its reporting units.respective community.
Property, Plant and Equipment and Leasehold Intangibles, Net
During the years ended December 31, 2019, 20182021, 2020, and 2017,2019, the Company evaluated property, plant and equipment and leasehold intangibles for impairment and identified properties with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified properties and recorded an impairment charge for the excess of carrying amount over fair value.
The Company recorded property, plant and equipment and leasehold intangibles non-cash impairment charges in its operating results of $27.2$6.4 million, $78.0$29.3 million, and $164.4$27.2 million for the years ended December 31, 2021, 2020, and 2019, 2018, and 2017, respectively, primarily within the Assisted Living and Memory Care segment.
respectively. The fair values of the property, plant and equipmentassets of these communities were primarily determined utilizing a discounted cash flow approach or direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements are considered Level 3 measurements within the valuation hierarchy. The range of capitalization rates utilized was 6.5%7.0% to 9.0%, depending upon the property type, geographical location, and the quality of the respective community. The Company corroborated the estimated fair values with a sales comparison approach with information observable from recent market transactions. These impairment charges are primarily due to the COVID-19 pandemic, lower than expected operating performance at these properties, or the Company's decision to dispose of assets either through sales or lease terminations, and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value.
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6. Revenue
Disaggregation of Revenue
Resident fee revenue by payor source and reportable segment is as follows.
| Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
| (in thousands) | Independent Living | Assisted Living and Memory Care | CCRCs | Health Care Services | Total | ||||||||||||||||||||||||
| Private pay | $ | 473,740 | $ | 1,521,588 | $ | 212,981 | $ | 601 | $ | 2,208,910 | |||||||||||||||||||
| Government reimbursement | 1,798 | 68,133 | 57,362 | 134,083 | 261,376 | ||||||||||||||||||||||||
| Other third-party payor programs | — | — | 34,082 | 39,480 | 73,562 | ||||||||||||||||||||||||
| Total resident fee revenue | $ | 475,538 | $ | 1,589,721 | $ | 304,425 | $ | 174,164 | $ | 2,543,848 | |||||||||||||||||||
| Year Ended December 31, 2020 | |||||||||||||||||||||||||||||
| (in thousands) | Independent Living | Assisted Living and Memory Care | CCRCs | Health Care Services | Total | ||||||||||||||||||||||||
| Private pay | $ | 510,254 | $ | 1,622,117 | $ | 235,018 | $ | 906 | $ | 2,368,295 | |||||||||||||||||||
| Government reimbursement | 2,344 | 69,159 | 59,614 | 287,512 | 418,629 | ||||||||||||||||||||||||
| Other third-party payor programs | — | — | 27,251 | 78,392 | 105,643 | ||||||||||||||||||||||||
| Total resident fee revenue | $ | 512,598 | $ | 1,691,276 | $ | 321,883 | $ | 366,810 | $ | 2,892,567 | |||||||||||||||||||
| Year Ended December 31, 2019 | |||||||||||||||||||||||||||||
| (in thousands) | Independent Living | Assisted Living and Memory Care | CCRCs | Health Care Services | Total | ||||||||||||||||||||||||
| Private pay | $ | 542,112 | $ | 1,748,364 | $ | 281,197 | $ | 753 | $ | 2,572,426 | |||||||||||||||||||
| Government reimbursement | 2,446 | 67,574 | 81,054 | 357,963 | 509,037 | ||||||||||||||||||||||||
| Other third-party payor programs | — | — | 39,924 | 88,544 | 128,468 | ||||||||||||||||||||||||
| Total resident fee revenue | $ | 544,558 | $ | 1,815,938 | $ | 402,175 | $ | 447,260 | $ | 3,209,931 | |||||||||||||||||||
Contract Balances
The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in Unconsolidated Venturesadvance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. Additionally, non-refundable community fees are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied.
The Company evaluates realizationhad total deferred revenue (included within refundable fees and deferred revenue, and other liabilities within the consolidated balance sheets) of its investment$67.5 million and $138.3 million, including $27.5 million and $21.1 million of monthly resident fees billed and received in ventures accounted for using the equity method if circumstances indicate that the Company's investment is other than temporarily impaired. During the years endedadvance, as of December 31, 20182021 and 2017, the Company recorded $33.4 million and $25.8 million, respectively, of non-cash impairment charges related to investments in unconsolidated ventures. These impairment charges are primarily due to lower than expected operating performance at the communities owned by the unconsolidated ventures and reflect the amount by which the carrying amounts of the investments exceeded their estimated fair value. Refer to Note 4 for more information about the impairment of the Blackstone Venture.2020, respectively. During the year ended December 31, 2019,2020, the Company did not record impairment expensereceived $87.5 million under the Accelerated and Advance Payment Program administered by CMS, of which $3.1 million and $87.5 million was included in such total deferred revenue as of December 31, 2021 and 2020, respectively. Refer to Note 3 for additional information on such program. Pursuant to the HCS Sale, $63.6 million of such obligations related to its investment in unconsolidated ventures.
| (in millions) | For the Years Ended December 31, | ||||||||||
| Statement of Operations Information | 2019 | 2018 | 2017 | ||||||||
| Resident fee revenue | $ | 436 | $ | 793 | $ | 1,354 | |||||
| Facility operating expense | (330 | ) | (592 | ) | (946 | ) | |||||
| Net income (loss) | $ | (9 | ) | $ | (39 | ) | $ | (81 | ) | ||
| (in millions) | As of December 31, | ||||||
| Balance Sheet Information | 2019 | 2018 | |||||
| Current assets | $ | 68 | $ | 66 | |||
| Noncurrent assets | 1,100 | 1,148 | |||||
| Current liabilities | 537 | 563 | |||||
| Noncurrent liabilities | $ | 735 | $ | 715 | |||
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The carrying amount offollowing table presents the Company's investmentchanges in unconsolidated venture and maximum exposure to loss as a result ofallowance for credit losses on accounts receivable for the Company's involvement with the CCRC Venture's Opco was $14.3 million as of December 31, 2019. The Company is not required to provide financial support, through a liquidity arrangement or otherwise, to the CCRC Venture's Opco.periods indicated.
| For the Years Ended December 31, | ||||||||||||||||||||
| (in millions) | 2021 | 2020 | 2019 | |||||||||||||||||
| Balance at beginning of period | $ | 9.8 | $ | 7.8 | $ | 7.9 | ||||||||||||||
| Provision within facility operating expense | 21.6 | 16.7 | 15.2 | |||||||||||||||||
| Write-offs | (19.2) | (16.2) | (19.5) | |||||||||||||||||
| Recoveries and other | 1.1 | 1.5 | 4.2 | |||||||||||||||||
| Balance at end of period | $ | 13.3 | $ | 9.8 | $ | 7.8 | ||||||||||||||
7. Property, Plant and Equipment and Leasehold Intangibles, Net
As of December 31, 20192021 and 2018,2020, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following:following.
| As of December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Land | $ | 502,610 | $ | 505,298 | |||||||
| Buildings and improvements | 5,262,136 | 5,215,460 | |||||||||
| Furniture and equipment | 990,006 | 945,783 | |||||||||
| Resident and leasehold operating intangibles | 303,737 | 307,071 | |||||||||
| Construction in progress | 51,037 | 61,491 | |||||||||
| Assets under financing leases and leasehold improvements | 1,609,217 | 1,523,055 | |||||||||
| Property, plant and equipment and leasehold intangibles | 8,718,743 | 8,558,158 | |||||||||
| Accumulated depreciation and amortization | (3,814,451) | (3,490,098) | |||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | 4,904,292 | $ | 5,068,060 | |||||||
| As of December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Land | $ | 450,894 | $ | 455,623 | |||
| Buildings and improvements | 4,790,769 | 4,749,877 | |||||
| Furniture and equipment | 859,849 | 805,190 | |||||
| Resident and leasehold operating intangibles | 317,111 | 477,827 | |||||
| Construction in progress | 80,729 | 57,636 | |||||
| Assets under financing leases and leasehold improvements | 1,847,493 | 1,776,649 | |||||
| Property, plant and equipment and leasehold intangibles | 8,346,845 | 8,322,802 | |||||
| Accumulated depreciation and amortization | (3,237,011 | ) | (3,047,375 | ) | |||
| Property, plant and equipment and leasehold intangibles, net | $ | 5,109,834 | $ | 5,275,427 | |||
Assets under financing leases and leasehold improvements includes $0.6 billion$332.3 million and $0.7 billion$363.1 million of financing lease right-of-use assets, net of accumulated amortization, as of December 31, 20192021 and 2018,2020, respectively. Refer to Note 1110 for further information on the Company's financing leases.
Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. Refer to Note 5 for information on impairment expense for property, plant and equipment and leasehold intangibles.
For the years ended December 31, 2019, 2018,2021, 2020, and 2017,2019, the Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $377.6$337.6 million, $444.3$359.2 million, and $479.4$377.6 million, respectively.
8. Goodwill and Other Intangible Assets, Net
The following is a summary of the carrying amount of goodwill presented on a reportable segment basisbasis.
| December 31, 2021 | |||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Dispositions and Other Reductions | Accumulated Impairment | Net | |||||||||||||||||||
| Independent Living | $ | 28,141 | $ | (820) | $ | — | $ | 27,321 | |||||||||||||||
| Assisted Living and Memory Care | 605,469 | (48,817) | (556,652) | — | |||||||||||||||||||
| Total | $ | 633,610 | $ | (49,637) | $ | (556,652) | $ | 27,321 | |||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Dispositions and Other Reductions | Accumulated Impairment | Net | |||||||||||||||||||
| Independent Living | $ | 28,141 | $ | (820) | $ | — | $ | 27,321 | |||||||||||||||
| Assisted Living and Memory Care | 605,469 | (48,817) | (556,652) | — | |||||||||||||||||||
| Health Care Services | 126,810 | — | — | 126,810 | |||||||||||||||||||
| Total | $ | 760,420 | $ | (49,637) | $ | (556,652) | $ | 154,131 | |||||||||||||||
The Company's Health Care Services segment had a carrying amount of goodwill of $126.8 million as of both December 31, 2019 and 2018.2020, which was derecognized upon completion of the HCS Sale on July 1, 2021.
| (in thousands) | Gross Carrying Amount | Dispositions and Other Reductions | Accumulated Impairment | Net | |||||||||||
| Independent Living | $ | 28,141 | $ | (820 | ) | $ | — | $ | 27,321 | ||||||
| Assisted Living and Memory Care | 605,469 | (48,817 | ) | (556,652 | ) | — | |||||||||
| Health Care Services | 126,810 | — | — | 126,810 | |||||||||||
| Total | $ | 760,420 | $ | (49,637 | ) | $ | (556,652 | ) | $ | 154,131 | |||||
| December 31, 2019 | |||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||
| Health care licenses | $ | 35,198 | $ | — | $ | 35,198 | |||||
| Trade names | 27,800 | (27,800 | ) | — | |||||||
| Total | 62,998 | (27,800 | ) | 35,198 | |||||||
| December 31, 2018 | |||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||
| Community purchase options | $ | 4,738 | $ | — | $ | 4,738 | |||||
| Health care licenses | 42,323 | — | 42,323 | ||||||||
| Trade names | 27,800 | (26,295 | ) | 1,505 | |||||||
| Management contracts | 9,610 | (6,704 | ) | 2,906 | |||||||
| Total | $ | 84,471 | $ | (32,999 | ) | $ | 51,472 | ||||
9. Debt
Long-term debt consists of the following:following.
| December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Fixed mortgage notes payable due 2023 through 2047; weighted average interest rate of 4.14% and 4.18% as of December 31, 2021 and 2020, respectively. | $ | 2,164,115 | $ | 2,366,996 | |||||||
| Variable mortgage notes payable due 2022 through 2030; weighted average interest rate of 2.44% and 2.49% as of December 31, 2021 and 2020, respectively. | 1,476,943 | 1,529,935 | |||||||||
| Convertible notes payable due October 2026; weighted average interest rate of 2.00% as of December 31, 2021. | 230,000 | — | |||||||||
| Other notes payable; weighted average interest rate of 8.98% as of December 31, 2020. | — | 46,557 | |||||||||
| Deferred financing costs, net | (29,846) | (27,500) | |||||||||
| Total long-term debt | 3,841,212 | 3,915,988 | |||||||||
| Current portion | 63,125 | 68,885 | |||||||||
| Total long-term debt, less current portion | $ | 3,778,087 | $ | 3,847,103 | |||||||
| December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Mortgage notes payable due 2020 through 2047; weighted average interest rate of 4.72% in 2019, less debt discount and deferred financing costs of $17.0 million and $18.6 million as of December 31, 2019 and 2018, respectively (weighted average interest rate of 4.75% in 2018) | $ | 3,496,735 | $ | 3,579,931 | |||
| Other notes payable, weighted average interest rate of 5.77% for the year ended December 31, 2019 (weighted average interest rate of 5.85% in 2018) and maturity dates ranging from 2020 to 2021 | 58,388 | 60,249 | |||||
| Total long-term debt | 3,555,123 | 3,640,180 | |||||
| Current portion | 339,413 | 294,426 | |||||
| Total long-term debt, less current portion | $ | 3,215,710 | $ | 3,345,754 | |||
As of December 31, 2019 and 2018, the current portion2021, 94.1%, or $3.6 billion of long-term debt within the Company's consolidated financial statements includes $28.9 million and $31.2 million, respectively, oftotal debt obligations represented non-recourse property-level mortgage notes payable secured by communities classified as held for sale. This debt is expected to be repaid with the proceeds from the sales. Refer to Note 4 for more information about the Company's assets held for sale.financings.
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The annual aggregate scheduled maturities (including recurring principal payments) of long-term debt outstanding as of December 31, 20192021 are as follows (in thousands):.
Year Ending December 31, | Long-term Debt | Weighted Rate | ||||||
| 2022 | $ | 68,609 | 3.54 | % | ||||
| 2023 | 234,453 | 3.49 | % | |||||
| 2024 | 304,294 | 4.29 | % | |||||
| 2025 | 348,044 | 2.81 | % | |||||
| 2026 | 309,269 | 2.38 | % | |||||
| Thereafter | 2,606,389 | 3.43 | % | |||||
| Total obligations | 3,871,058 | 3.37 | % | |||||
| Less amount representing deferred financing costs, net | (29,846) | |||||||
| Total | $ | 3,841,212 | ||||||
Year Ending December 31, | Long-term Debt | ||
| 2020 | $ | 341,802 | |
| 2021 | 335,541 | ||
| 2022 | 323,581 | ||
| 2023 | 233,159 | ||
| 2024 | 297,916 | ||
| Thereafter | 2,040,122 | ||
| Total obligations | 3,572,121 | ||
| Less amount representing debt discount and deferred financing costs, net | (16,998 | ) | |
| Total | $ | 3,555,123 | |
Convertible Debt Offering
On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). The Company received net proceeds of $224.3 million at closing after the deduction of the initial purchasers' discount. The Company used $15.9 million of the net proceeds to pay the Company’s cost of the capped call transactions described below. Additionally, the Company used the remaining net proceeds together with cash on hand to repay $284.4 million of mortgage debt and a $45.0 million note payable.
The Notes were issued pursuant to, and are governed by, the Indenture dated as of October 1, 2021 by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee. The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of the Company’s indebtedness that is not so subordinated. The Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of current or future subsidiaries of the Company.
The Notes bear interest at 2.00% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2022. The Notes will mature on October 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with their terms. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock of the Company for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock of the Company and the conversion rate for the Notes on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after July 15, 2026, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election.
The conversion rate for the Notes is initially 123.4568 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.10 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called (or deemed called) for redemption during the related redemption period in certain circumstances.
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The Company may not redeem the Notes prior to October 21, 2024. The Company may redeem for cash all or (subject to certain limitations) any portion of the Notes, at the Company's option, on or after October 21, 2024 and prior to the 51st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
The Company has recognized the Notes in their entirety as a liability on the consolidated balance sheet and no portion of the proceeds from the issuance of the convertible debt instrument was accounted for separately as an embedded conversion feature within stockholders’ equity. The Notes were initially recognized at $223.3 million, which reflects $230.0 million principal amount less the $5.7 million initial purchasers' discount and $1.0 million of debt issuance costs.
Capped Call Transactions
In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions ("Capped Call Transactions") with each of Bank of America, N.A., Royal Bank of Canada, Wells Fargo Bank, National Association or their respective affiliates (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Notes and initially have an exercise price of $8.10 per share of common stock. The cap price of the Capped Call Transactions is initially approximately $9.90 per share of the Company’s common stock, representing a premium of 65% above the last reported sale price of $6.00 per share of the Company’s common stock on September 28, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce or offset potential dilution to holders of the Company’s common stock upon conversion of the Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.
The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call counterparties and are not part of the terms of the Notes. The Capped Call Transactions had a cost of $15.9 million, which was paid on October 1, 2021 from the proceeds of the Notes. The Company accounted for the Capped Call Transactions separately from the Notes and recognized the $15.9 million cost as a reduction of additional paid-in capital in the year ended December 31, 2021 as the Capped Call Transactions are indexed to the Company’s common stock.
Credit Facilities
On December 5, 2018,11, 2020, the Company entered into a Fifth Amended and Restated Credit Agreementrevolving credit agreement with Capital One, National Association, as administrative agent lender and swingline lender and the other lenders from time to time parties thereto (the "Credit Agreement").thereto. The Credit Agreementagreement provides commitments for a $250commitment amount of up to $80.0 million revolving credit facility with a $60 million sublimit forwhich can be drawn in cash or as letters of credit and a $50 million swingline feature.credit. The Company has a one-time right under the Credit Agreement to increase commitments on the revolving credit facility by an additional $100 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The Credit Agreement provides the Company a one-time right to reduce the amount of the revolving credit commitments, and the Company may terminate the revolving credit facility at any time, in each case without payment of a premium or penalty. The Credit Agreementagreement matures on January 3,15, 2024. Amounts drawn under the facility will bear interest at 90-day30-day LIBOR plus an applicable margin. The applicable margin varies based on the percentagewhich was 2.75% as of the total commitment drawn, withDecember 31, 2021. Additionally, a 2.25% margin at utilization equal to or lower than 35%, a 2.75% margin at utilization greater than 35% but less than or equal to 50%, and a 3.25% margin at utilization greater than 50%. A quarterly commitment fee is payableof 0.25% per annum was applicable on the unused portion of the facility at 0.25% per annum when the outstanding amountas of obligations (includingDecember 31, 2021. The revolving credit and swingline loans and letter of credit obligations)facility is greater than or equal to 50% of the revolving credit commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the revolving credit commitment amount.
As of December 31, 2019, 0 borrowings were outstanding on the revolving credit facility, $41.92021, $72.6 million of letters of credit and no cash borrowings were outstanding andunder the revolvingCompany's $80.0 million secured credit facility had $172.5 million of availability.facility. The Company also had a separate unsecuredsecured letter of credit facility providing for up to $47.5$15.0 million of letters of credit as of December 31, 20192021 under which $47.5$13.6 million had been issued as of that date.
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2020 Financings
On January 31, 2020, the Company obtained $238.2 million of debt secured by the non-recourse first mortgages on 14 communities.communities, including $192.6 million of non-recourse first mortgage financing on 13 communities acquired from Healthpeak on such date. NaN percent of the principal amount bears interest at a fixed rate of 4.52%3.62%, and the remaining 4030 percent of the principal amount bears interest at a variable rate equal to 30-day LIBOR plus a margin of 209 basis points. The debt matures in February 2030. The proceeds from the financing were utilized to fund the acquisition of communities from Healthpeak and repay $33.1 million of outstanding mortgage debt maturing in 2020. Refer to Note 4 for more information about the Company's acquisition of communities from Healthpeak.
On March 19, 2020, the Company obtained $29.2 million of debt secured by the non-recourse first mortgages on 7 communities, primarily communities acquired during the three months ended March 31, 2020. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 223225 basis points. The debtpoints and matures in June 2029. The $111.1 million of proceeds from the financing along with cash on hand were utilized to repay $155.5 million of outstanding mortgage debt maturing in 2019.April 2030.
On March 31, 2020, and 2023.
On September 9, 2020, the Company obtained $220.5 million of debt secured by the non-recourse first mortgages on 27 communities. Of the total principal, $156.5 million bears interest at a fixed rate of 3.18%, and the remaining $64.0 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 254 basis points. The debt matures in October 2030. The $220.5 million of proceeds from the financing were primarily utilized to repay outstanding mortgage debt scheduled to mature on January 1, 2019.maturing in 2020 and 2021.
Financial Covenants
Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements.requirements and maintain insurance coverage.
The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders orand lessors). Furthermore, the Company's debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.
As of December 31, 2019,2021, the Company is in compliance with the financial covenants of its outstanding debt agreements.
| As of December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Salaries and wages | $ | 86,476 | $ | 88,425 | |||
| Insurance reserves | 63,230 | 61,150 | |||||
| Vacation | 37,415 | 37,109 | |||||
| Real estate taxes | 25,979 | 25,302 | |||||
| Interest | 16,196 | 15,458 | |||||
| Accrued utilities | 7,601 | 8,883 | |||||
| Taxes payable | 1,360 | 2,782 | |||||
| Other | 28,446 | 59,118 | |||||
| Total | $ | 266,703 | $ | 298,227 | |||
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As of December 31, 2019,2021, the Company operated 333299 communities under long-term leases (242(233 operating leases and 9166 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. The Company typically guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.
The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs, property taxes, and insurance. As of December 31, 2019,2021, the weighted average remaining lease term of the Company's operating and financing leases was 6.95.9 and 8.45.3 years, respectively. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. For accounting purposes, renewal or extension options are included in the lease term at lease inception or modification when it is reasonably certain that the Company will exercise the option. Generally, renewal or extension options are not included in the lease term for accounting purposes.
The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, and not to exceed
The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other leasedebt and debtlease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.
As of December 31, 2019,2021, the Company is in compliance with the financial covenants of its long-term leases.
A summary of operating and financing lease expense (including the respective presentation on the consolidated statements of operations) and net cash flowsoutflows from leasing transactionsleases is as follows:follows.
| Years Ended December 31, | |||||||||||||||||
Operating Leases (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Facility operating expense | $ | 12,606 | $ | 19,241 | $ | 18,677 | |||||||||||
| Facility lease expense | 174,358 | 224,033 | 269,666 | ||||||||||||||
| Operating lease expense | 186,964 | 243,274 | 288,343 | ||||||||||||||
Operating lease expense adjustment (1) | 23,280 | 136,276 | 19,453 | ||||||||||||||
| Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements | (30,965) | (22,242) | (31,305) | ||||||||||||||
| Operating net cash outflows from operating leases | $ | 179,279 | $ | 357,308 | $ | 276,491 | |||||||||||
Operating Leases (in thousands) | Year Ended December 31, 2019 | ||
| Facility operating expense | $ | 18,677 | |
| Facility lease expense | 269,666 | ||
| Operating lease expense | 288,343 | ||
Operating lease expense adjustment (1) | 19,453 | ||
| Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements | (31,305 | ) | |
| Operating cash flows from operating leases | $ | 276,491 | |
| Non-cash recognition of right-of-use assets obtained in exchange for new operating lease obligations | $ | 28,846 | |
(1) Represents the difference between the amount of cash paid and expense recognized. See Note 2 for the Company's accounting policy on the recognition ofoperating lease expense.
Financing Leases (in thousands) | Year Ended December 31, 2019 | ||
| Depreciation and amortization | $ | 46,646 | |
| Interest expense: financing lease obligations | 66,353 | ||
| Financing lease expense | $ | 112,999 | |
| Operating cash flows from financing leases | $ | 66,353 | |
| Financing cash flows from financing leases | 22,242 | ||
| Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement | (3,504 | ) | |
| Total cash flows from financing leases | $ | 85,091 | |
| For the Years Ended December 31, | |||||||
| (in thousands) | 2018 | 2017 | |||||
| Cash basis payment - operating leases | $ | 324,870 | $ | 365,077 | |||
| Operating lease expense adjustment | (17,218 | ) | (20,990 | ) | |||
| Amortization of deferred gain | (4,358 | ) | (4,366 | ) | |||
| Facility lease expense | $ | 303,294 | $ | 339,721 | |||
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| Years Ended December 31, | |||||||||||||||||
Financing Leases (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Depreciation and amortization | $ | 30,542 | $ | 32,647 | $ | 46,646 | |||||||||||
| Interest expense: financing lease obligations | 46,282 | 48,534 | 66,353 | ||||||||||||||
| Financing lease expense | $ | 76,824 | $ | 81,181 | $ | 112,999 | |||||||||||
| Operating cash outflows from financing leases | $ | 46,282 | $ | 48,534 | $ | 66,353 | |||||||||||
| Financing cash outflows from financing leases | 19,874 | 18,867 | 22,242 | ||||||||||||||
| Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement | (11,135) | (5,603) | (3,504) | ||||||||||||||
| Total net cash outflows from financing leases | $ | 55,021 | $ | 61,798 | $ | 85,091 | |||||||||||
As of December 31, 2019,2021, the weighted average discount rate of the Company's operating and financing leases was 8.6%7.2% and 7.9%8.0%, respectively. As the Company's community leases do not contain an implicit rate, the Company utilized its incremental
The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the consolidated balance sheet as of December 31, 20192021 are as follows (in thousands):.
| Year Ending December 31, | Operating Leases | Financing Leases | |||||||||
| 2022 | $ | 204,702 | $ | 68,101 | |||||||
| 2023 | 193,070 | 68,840 | |||||||||
| 2024 | 193,796 | 70,044 | |||||||||
| 2025 | 191,439 | 59,413 | |||||||||
| 2026 | 76,228 | 60,659 | |||||||||
| Thereafter | 206,388 | 52,881 | |||||||||
| Total lease payments | 1,065,623 | 379,938 | |||||||||
| Purchase option liability and non-cash gain on future sale of property | — | 418,542 | |||||||||
| Imputed interest and variable lease payments | (235,105) | (244,193) | |||||||||
| Total lease obligations | $ | 830,518 | $ | 554,287 | |||||||
| Year Ending December 31, | Operating Leases | Financing Leases | |||||
| 2020 | $ | 313,106 | $ | 84,858 | |||
| 2021 | 298,505 | 85,917 | |||||
| 2022 | 294,513 | 87,120 | |||||
| 2023 | 290,175 | 88,460 | |||||
| 2024 | 277,329 | 90,297 | |||||
| Thereafter | 528,969 | 335,039 | |||||
| Total lease payments | 2,002,597 | 771,691 | |||||
| Purchase option liability and non-cash gain on future sale of property | — | 556,667 | |||||
| Imputed interest and variable lease payments | (531,832 | ) | (493,778 | ) | |||
| Total lease obligations | $ | 1,470,765 | $ | 834,580 | |||
Accrued expenses reflected within current liabilities on the Company’s consolidated balance sheets consist of the following.
| As of December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Salaries and wages | $ | 60,601 | $ | 65,310 | |||||||
| Insurance reserves | 55,309 | 64,633 | |||||||||
| Deferred payroll taxes (Note 3) | 31,553 | 36,336 | |||||||||
| Paid time off | 26,821 | 37,848 | |||||||||
| Real estate taxes | 25,826 | 25,495 | |||||||||
| Interest | 11,239 | 11,453 | |||||||||
| Utilities | 7,430 | 7,507 | |||||||||
| Taxes payable | 1,978 | 3,806 | |||||||||
| Other | 34,074 | 35,463 | |||||||||
| Total | $ | 254,831 | $ | 287,851 | |||||||
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12. Investment in Unconsolidated Ventures
As of December 31, 2021, the Company holds a 20% equity interest, and HCA Healthcare owns an 80% interest, in the HCS Venture, and the Company has determined the HCS Venture is a VIE. The Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The Company's interest in the HCS Venture is accounted for under the equity method of accounting. The carrying amount of the Company's investment in the unconsolidated venture and maximum exposure to loss as a result of the Company's ownership interest in the HCS Venture was $62.5 million, which is included in investments in unconsolidated ventures on the accompanying consolidated balance sheet, under ASC 840 as of December 31, 2018 are as follows (in thousands):2021. As of December 31, 2021, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIE. Refer to Note 4 for information on the formation of the HCS Venture.
| Year Ending December 31, | Operating Leases | ||
| 2019 | $ | 310,340 | |
| 2020 | 307,493 | ||
| 2021 | 290,661 | ||
| 2022 | 291,113 | ||
| 2023 | 285,723 | ||
| Thereafter | 786,647 | ||
| Total lease payments | $ | 2,271,977 | |
Litigation
The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at the Company’s communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits.
The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, the Company is subject to various government reviews, audits, and investigations to verify compliance with Medicare and Medicaid programs and other applicable laws and regulations. CMS has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and damage to the Company’s business reputation. The Company’s costs to respond to and defend any such audits, reviews, and investigations may be significant.
In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserted that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. The district court dismissed the lawsuit and entered judgment in favor of the defendants in September 2021, and the plaintiffs did not file an appeal. Between October 2020 and June 2021, alleged stockholders of the Company filed several stockholder derivative lawsuits in the federal courts for the Middle District of Tennessee and the District of Delaware, which was subsequently transferred to the Middle District of Tennessee. The derivative lawsuits are currently pending and assert claims on behalf of the Company against certain current and former officers and directors for alleged breaches of duties owed to the Company. The complaints refer to the securities lawsuit described above and incorporate substantively similar allegations.
Other
The Company has employment or letter agreements with certain officers of the Company and has adopted policies to which certain officers of the Company are eligible to participate, which grant these employees the right to receive a portion or multiple of their base salary, pro-rata bonus, bonus, and/or continuation of certain benefits, for a defined period of time, in the event of certain terminations of the officers' employment, as described in those agreements and policies.
14. Self-Insurance
The Company obtains various insurance coverages, including general and professional liability and workers compensation programs, from commercial carriers at stated amounts as defined in the applicable policy. The Company's current general and
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professional liability policies provide for deductibles for each claim and contain various exclusions from coverage. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company’s wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. Losses related to deductibleself-insured amounts are accrued based on the Company's estimate of expected losses plus incurred but not reported claims.
As of December 31, 20192021 and 2018,2020, the Company accrued reserves of $155.8$130.7 million and $155.6$153.0 million, respectively, for theseunder the Company's insurance programs, of which $92.5$75.4 million and $94.5$88.4 million is classified as long-termother liabilities as of December 31, 20192021 and 2018,2020, respectively. As of December 31, 20192021 and 2018,2020, the Company accrued $22.7$14.3 million and $13.1$18.0 million, respectively, of estimated amounts receivable from the insurance companies under these insurance programs. During the years ended December 31, 2019, 2018, and 2017, the Company reduced its estimate of the amount of accrued liabilities for these programs based on recent claims experience. The reduction in these accrued reserves decreased operating expenses by $11.3 million, $14.6 million, and $9.9 million, for the years ended December 31, 2019, 2018, and 2017, respectively.
The Company has secured self-insured retention risk under its primary workers' compensation programs with restricted cash deposits of $24.0 million and $14.7$15.8 million as of both December 31, 20192021 and 2018, respectively.2020. Letters of credit securing the programs aggregated to $55.6$62.1 million and $71.8$61.3 million as of December 31, 20192021 and 2018,2020, respectively. In addition, the Company also had deposits of $12.3$6.5 million and $13.7$7.7 million, as of December 31, 20192021 and 2018,2020, respectively, to fund claims paid under a high deductible, collateralized insurance policy.
The following table sets forth information about the Company's restricted stock awards (excludingand restricted stock units):units.
| (in thousands, except value per share and unit) | Number of Restricted Stock Units and Stock Awards | Weighted Average Grant Date Fair Value | |||||||||
| Outstanding on January 1, 2019 | 5,756 | $ | 11.78 | ||||||||
| Granted | 4,381 | 7.81 | |||||||||
| Vested | (1,571) | 13.71 | |||||||||
| Cancelled/forfeited | (1,314) | 11.18 | |||||||||
| Outstanding on December 31, 2019 | 7,252 | 9.08 | |||||||||
| Granted | 4,603 | 6.92 | |||||||||
| Vested | (2,073) | 10.19 | |||||||||
| Cancelled/forfeited | (1,277) | 8.83 | |||||||||
| Outstanding on December 31, 2020 | 8,505 | 7.68 | |||||||||
| Granted | 1,998 | 5.12 | |||||||||
| Vested | (2,641) | 8.40 | |||||||||
| Cancelled/forfeited | (2,851) | 6.77 | |||||||||
| Outstanding on December 31, 2021 | 5,011 | 6.80 | |||||||||
| (share amounts in thousands, except value per share) | Number of Shares | Weighted Average Grant Date Fair Value | ||||
| Outstanding on January 1, 2017 | 4,608 | $ | 20.29 | |||
| Granted | 2,569 | 14.65 | ||||
| Vested | (1,276 | ) | 22.20 | |||
| Cancelled/forfeited | (1,131 | ) | 18.95 | |||
| Outstanding on December 31, 2017 | 4,770 | 17.13 | ||||
| Granted | 3,880 | 9.39 | ||||
| Vested | (1,579 | ) | 19.12 | |||
| Cancelled/forfeited | (1,315 | ) | 13.19 | |||
| Outstanding on December 31, 2018 | 5,756 | 11.78 | ||||
| Granted | 4,381 | 7.81 | ||||
| Vested | (1,571 | ) | 13.71 | |||
| Cancelled/forfeited | (1,314 | ) | 11.18 | |||
| Outstanding on December 31, 2019 | 7,252 | 9.08 | ||||
As of December 31, 2019,2021, there was $43.1$20.4 million of total unrecognized compensation cost related to outstanding, unvested share-based compensation awards. That cost is expected to be recognized over a weighted average period of 2.52.2 years and is based on grant date fair value.
During 2019,2021, grants of restricted sharesstock and restricted stock units under the Company's 2014 Omnibus Incentive Plan were as follows:follows.
| (in thousands, except for weighted average amounts) | Restricted Stock Unit and Stock Award Grants | Weighted Average Grant Date Fair Value | Total Grant Date Fair Value | ||||||||||||||
| Three months ended March 31, 2021 | 1,961 | $ | 5.09 | $ | 9,988 | ||||||||||||
| Three months ended June 30, 2021 | 20 | $ | 6.62 | $ | 130 | ||||||||||||
| Three months ended September 30, 2021 | 3 | $ | 7.76 | $ | 22 | ||||||||||||
| Three months ended December 31, 2021 | 14 | $ | 6.69 | $ | 97 | ||||||||||||
| (share amounts in thousands, except value per share) | Shares Granted | Value Per Share | Total Value | |||||||
| Three months ended March 31, 2019 | 4,047 | $ | 7.87 | $ | 31,857 | |||||
| Three months ended June 30, 2019 | 142 | $ | 6.51 | $ | 922 | |||||
| Three months ended September 30, 2019 | 136 | $ | 7.55 | $ | 1,028 | |||||
| Three months ended December 31, 2019 | 56 | $ | 7.32 | $ | 413 | |||||
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16. Earnings Per Share
Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units, the Warrant, and the Notes. Refer to Note 4 for information on the Warrant. Refer to Note 9 for information on the issuance of the Notes on October 1, 2021.
The following table summarizes the computation of basic and diluted earnings (loss) per share amounts presented in the consolidated statements of operations.
| Years Ended December 31, | |||||||||||||||||
| (in thousands, except for per share amounts) | 2021 | 2020 | 2019 | ||||||||||||||
| Income attributable to common stockholders: | |||||||||||||||||
| Net income (loss) | $ | (99,290) | $ | 82,019 | $ | (267,931) | |||||||||||
| Weighted average shares outstanding - basic | 184,975 | 183,498 | 185,907 | ||||||||||||||
| Effect of dilutive securities | — | 888 | — | ||||||||||||||
| Weighted average shares outstanding - diluted | 184,975 | 184,386 | 185,907 | ||||||||||||||
| Net income (loss) per share attributable to common stockholders - basic | $ | (0.54) | $ | 0.45 | $ | (1.44) | |||||||||||
| Net income (loss) per share attributable to common stockholders - diluted | $ | (0.54) | $ | 0.44 | $ | (1.44) | |||||||||||
For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the plan. The impacttreasury stock method or if-converted method, and performance-based equity awards are included based on the Company's consolidated financial statementsattainment of the applicable performance metrics as of the end of the reporting period. The following potentially outstanding shares of common stock were excluded from the computation of diluted net income (loss) per share attributable to common stockholders because including them would have been antidilutive.
| As of December 31, | ||||||||||||||||||||
| (in millions) | 2021(1) | 2020 | 2019(1) | |||||||||||||||||
| Non-performance-based restricted stock and restricted stock units | 4.7 | 6.8 | 6.4 | |||||||||||||||||
| Performance-based restricted stock and restricted stock units | 0.3 | 1.6 | 1.1 | |||||||||||||||||
| Warrant | 16.3 | — | — | |||||||||||||||||
| Notes | 38.3 | — | — | |||||||||||||||||
| Total | 59.6 | 8.4 | 7.5 | |||||||||||||||||
(1) As a result of the net loss reported for the period, all unvested restricted stock, restricted stock units, and potential shares issuable under the Warrant and the Notes were antidilutive for the period and as such were not included in the computation of diluted weighted average shares outstanding.
As of December 31, 2021, the maximum number of shares issuable upon conversion of the Notes is not material.
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On November 1, 2016, the Company announced that its Board of Directors had approved a share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of the Company's common stock. The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or block trades, or by any combination of these methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope, and timing of any purchases will be based on business, market, and other conditions and factors, including price, regulatory, and contractual requirements or consents, and capital availability. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. The Company temporarily suspended purchases under the share repurchase plan in March 2020 in response to the COVID-19 pandemic.
| For the Years Ended December 31, | |||||||||||||||||
| (amounts in thousands, except per share amounts) | 2020 | 2019 | |||||||||||||||
| Total number of shares repurchased | 3,063 | 3,005 | |||||||||||||||
| Average price paid per share | $ | 5.92 | $ | 6.56 | |||||||||||||
| Aggregate purchase price | $ | 18,123 | $ | 19,710 | |||||||||||||
There were no repurchases under the Company repurchased 3,005,554 shares at an average price paid per share of $6.56, for an aggregate purchase price of approximately $19.7 million. During the year ended December 31, 2018, the Company repurchased 1,280,802 shares at an average price paid per share of $6.64, for an aggregate purchase price of approximately $8.5 million. NaN shares were purchased pursuant to this authorization during the year ended December 31, 2017.repurchase program in 2021. As of December 31, 2019,2021, approximately $62.1$44.0 million remains available under the share repurchase program.
The Company maintains a 401(k) retirement savings plan for all employees that meet minimum employment criteria. Such plan provides that the participants may defer eligible compensation subject to certain Internal Revenue Code maximum amounts. The Company makes matching contributions in amounts equal to 25.0% of the employee's contribution to such plan, for contributions up to a maximum of 4.0% of eligible compensation. An additional matching contribution of 12.5%, subject to the same limit on eligible compensation, may be made at the discretion of the Company based upon the Company's performance. For the years ended December 31, 2021, 2020, and 2019, the Company's expense for such plan was $4.6 million, $6.2 million, and $8.0 million, respectively.
19. Income Taxes
The benefit (provision) for income taxes is comprised of the following:following.
| For the Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Federal: | |||||||||||||||||
| Current | $ | 161 | $ | 55 | $ | 64 | |||||||||||
| Deferred | 9,837 | 5,840 | 2,654 | ||||||||||||||
| Total federal | 9,998 | 5,895 | 2,718 | ||||||||||||||
| State: | |||||||||||||||||
| Current | (1,835) | (11,247) | (449) | ||||||||||||||
| Deferred (included in federal above) | — | — | — | ||||||||||||||
| Total state | (1,835) | (11,247) | (449) | ||||||||||||||
| Total | $ | 8,163 | $ | (5,352) | $ | 2,269 | |||||||||||
| For the Years Ended December 31, | |||||||||||
| (in thousands) | 2019 | 2018 | 2017 | ||||||||
| Federal: | |||||||||||
| Current | $ | 64 | $ | (113 | ) | $ | 2,200 | ||||
| Deferred | 2,654 | 52,367 | 15,310 | ||||||||
| Total Federal | 2,718 | 52,254 | 17,510 | ||||||||
| State: | |||||||||||
| Current | (449 | ) | (2,798 | ) | (995 | ) | |||||
| Deferred (included in Federal above) | — | — | — | ||||||||
| Total State | (449 | ) | (2,798 | ) | (995 | ) | |||||
| Total | $ | 2,269 | $ | 49,456 | $ | 16,515 | |||||
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A reconciliation of the benefit (provision) for income taxes to the amount computed at the U.S. Federal statutory rate of 21% for the years ended December 31, 2019 and 2018 and 35% for the year ended December 31, 2017, is as follows:follows.
| For the Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Tax benefit (provision) at U.S. statutory rate | $ | 22,565 | $ | (18,348) | $ | 56,742 | |||||||||||
| State taxes, net of federal income tax | 7,673 | (11,909) | 10,423 | ||||||||||||||
| Valuation allowance | 13,027 | 27,913 | (60,376) | ||||||||||||||
| Goodwill derecognition | (31,829) | — | — | ||||||||||||||
| Stock compensation | (1,856) | (2,118) | (2,639) | ||||||||||||||
| Officer compensation | (1,107) | (280) | (204) | ||||||||||||||
| Meals and entertainment | (146) | (169) | (416) | ||||||||||||||
| Other | (164) | (441) | (1,261) | ||||||||||||||
| Total | $ | 8,163 | $ | (5,352) | $ | 2,269 | |||||||||||
| For the Years Ended December 31, | |||||||||||
| (in thousands) | 2019 | 2018 | 2017 | ||||||||
| Tax benefit at U.S. statutory rate | $ | 56,742 | $ | 121,320 | $ | 205,777 | |||||
| State taxes, net of federal income tax | 10,423 | 21,576 | 24,891 | ||||||||
| Valuation allowance | (60,376 | ) | 5,713 | (246,037 | ) | ||||||
| Goodwill impairment | — | (88,265 | ) | (78,515 | ) | ||||||
| Impact of the Tax Act | — | (6,042 | ) | 114,716 | |||||||
| Stock compensation | (2,639 | ) | (4,717 | ) | (4,093 | ) | |||||
| Meals and entertainment | (416 | ) | (493 | ) | (726 | ) | |||||
| Tax credits | (106 | ) | 688 | 1,908 | |||||||
| Other | (1,359 | ) | (324 | ) | (1,406 | ) | |||||
| Total | $ | 2,269 | $ | 49,456 | $ | 16,515 | |||||
Significant components of the Company's deferred tax assets and liabilities are as follows:follows.
| As of December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Deferred income tax assets: | |||||||
| Financing lease obligations | $ | 156,913 | $ | 165,703 | |||
| Operating lease obligations | 406,172 | — | |||||
| Operating loss carryforwards | 330,983 | 298,255 | |||||
| Deferred lease liability | — | 63,263 | |||||
| Accrued expenses | 54,154 | 61,309 | |||||
| Tax credits | 50,356 | 50,462 | |||||
| Capital loss carryforward | 40,723 | 41,413 | |||||
| Intangible assets | 11,160 | 10,133 | |||||
| Other | 8,098 | 2,872 | |||||
| Total gross deferred income tax asset | 1,058,559 | 693,410 | |||||
| Valuation allowance | (408,903 | ) | (336,417 | ) | |||
| Net deferred income tax assets | 649,656 | 356,993 | |||||
| Deferred income tax liabilities: | |||||||
| Property, plant and equipment | (303,853 | ) | (334,145 | ) | |||
| Operating lease right-of-use assets | (328,100 | ) | — | ||||
| Investment in unconsolidated ventures | (33,100 | ) | (41,219 | ) | |||
| Total gross deferred income tax liability | (665,053 | ) | (375,364 | ) | |||
| Net deferred tax liability | $ | (15,397 | ) | $ | (18,371 | ) | |
| As of December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Deferred income tax assets: | |||||||||||
| Operating loss carryforwards | $ | 281,384 | $ | 237,728 | |||||||
| Operating lease obligations | 208,460 | 322,122 | |||||||||
| Financing lease obligations | 87,992 | 90,011 | |||||||||
| Accrued expenses | 56,151 | 96,410 | |||||||||
| Intangible assets | 50,576 | 60,069 | |||||||||
| Tax credits | 50,415 | 50,356 | |||||||||
| Investment in unconsolidated ventures | — | 5,105 | |||||||||
| Capital loss carryforward | 2,205 | 2,263 | |||||||||
| Other | 6,450 | 8,561 | |||||||||
| Total gross deferred income tax asset | 743,633 | 872,625 | |||||||||
| Valuation allowance | (367,963) | (380,990) | |||||||||
| Net deferred income tax assets | 375,670 | 491,635 | |||||||||
| Deferred income tax liabilities: | |||||||||||
| Property, plant and equipment | (202,103) | (223,703) | |||||||||
| Operating lease right-of-use assets | (158,237) | (277,489) | |||||||||
| Investment in unconsolidated ventures | (15,051) | — | |||||||||
| Total gross deferred income tax liability | (375,391) | (501,192) | |||||||||
| Net deferred tax asset (liability) | $ | 279 | $ | (9,557) | |||||||
| (in thousands) | For the Year Ended December 31, 2017 | ||
| Rate change - decrease in net deferred tax assets | $ | 108,070 | |
| Rate change - decrease in valuation allowance | (172,235 | ) | |
| Impact on net operating loss usage | (50,551 | ) | |
| Reduction of deferred tax asset - AMT credits | 2,361 | ||
| Total impact of the Tax Act on the Company's deferred taxes position | (112,355 | ) | |
| Realization of AMT credits | (2,361 | ) | |
| Net impact of the Tax Act on the Company's effective tax rate | $ | (114,716 | ) |
As of both December 31, 20192021 and 2018,2020, the Company had federal net operating loss carryforwards generated in 2017 and prior of approximately $1.2 billion$808.7 million and $812.0 million, respectively, which are available to offset future taxable income from 20202022 through 2037. Additionally, as of December 31, 20192021 and 2018,2020, the Company had federal net operating loss carryforwards generated after 2017 of $174.9$335.8 million and $33.5$181.1 million, respectively, which have an indefinite life, but with usage limited to 80% of taxable income in any given year. The Company had state capital loss carryforwards of $161.6$2.2 million and $2.3 million as of December 31, 2019,2021 and 2020, respectively, which isare available to offset future capital gains through 2023. The Company determined that a valuation allowance was required after consideration of the Company's estimated future reversal of existing timing differences as of December 31, 20192021 and 2018.2020. The Company does not consider estimates of future taxable income in its determination due to the existence of cumulative historical operating losses. For the yearyears ended December 31, 2019,2021 and 2020, the Company recorded a provisionreduction to the valuation allowance of approximately $60.4$13.0 million from operationsand $27.9 million, respectively, to reflect the required valuation allowance of $408.9$368.0 million and $381.0 million as of December 31, 2019.2021 and 2020, respectively.
| For the Years Ended December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Increase in valuation allowance before consideration of the Tax Act | $ | 60,376 | $ | (5,713 | ) | ||
| Increase due to the adoption of ASC 842 | 13,790 | — | |||||
| Other decrease during the year | (1,680 | ) | — | ||||
| Total increase (decrease) in valuation allowance before consideration of the Tax Act | 72,486 | (5,713 | ) | ||||
| Impact of the Tax Act on net operating loss usage | — | 6,042 | |||||
| Total increase (decrease) in valuation allowance | $ | 72,486 | $ | 329 | |||
111
The Company has recorded valuation allowances of $318.4$315.3 million and $245.3$328.4 million as of December 31, 2019 and 2018, respectively, against its federal and state net operating losses.losses as of December 31, 2021 and 2020, respectively. The Company has recorded a valuation allowance against its state capital loss carryforward of $40.7 million and $41.4$2.2 million as of December 31, 2019 and 2018, respectively. In accordance with ASC 740, Income Taxes, the Company has not considered the impact of the multi-part transaction with Healthpeak, including the2021. The Company's sale of the Company's equityits ownership interest in the CCRC Venture when determining the amount of valuation allowance to record against its net operating losses and capital loss carryforward as of December 31, 2019. The Company anticipates that the sale of its CCRC Venture will utilizein 2020 utilized all or a portion of the capital loss carryforward for federal tax purposes and a portion of its net operating losses. The Company recorded a decrease in the valuation allowance of $95.2 million for the year ended December 31, 2021 as a result of the HCS Sale that occurred on July 1, 2021, offset by an increase in the valuation allowance of $82.2 million established against current operating losses during the year ended December 31, 2021. The Company also recorded a valuation allowance against federal and state credits of $49.8$50.4 million and $50.3 million as of both December 31, 20192021 and 2018.2020, respectively.
As of December 31, 20192021 and 2018,2020, the Company had gross tax affected unrecognized tax benefits of $18.3$18.1 million and $18.5$18.4 million, respectively, of which, if recognized, would result in an income tax benefit recorded in the consolidated statement of operations. Interest and penalties related to these tax positions are classified as tax expense in the Company's consolidated financial statements. Total interest and penalties reserved is $0.1 million as of both December 31, 20192021 and 2018.2020. As of December 31, 2019,2021, the Company's tax returns for years 20152017 through 20182020 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination. The Company does not expect that unrecognized tax benefits for tax positions taken with respect to 20192021 and prior years will significantly change in 2020.2022.
A reconciliation of the unrecognized tax benefits is as follows:follows.
| For the Years Ended December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Balance at beginning of period | $ | 18,385 | $ | 18,326 | |||||||
| Additions for tax positions related to the current year | — | — | |||||||||
| Additions (reductions) for tax positions related to prior years | (296) | 59 | |||||||||
| Balance at end of period | $ | 18,089 | $ | 18,385 | |||||||
| For the Years Ended December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Balance at January 1, | $ | 18,507 | $ | 18,461 | |||
| Additions for tax positions related to the current year | — | 80 | |||||
| Reductions for tax positions related to prior years | (181 | ) | (34 | ) | |||
| Balance at December 31, | $ | 18,326 | $ | 18,507 | |||
| (in thousands) | For the Years Ended December 31, | ||||||||||
| Supplemental Disclosure of Cash Flow Information: | 2019 | 2018 | 2017 | ||||||||
| Interest paid | $ | 244,469 | $ | 260,706 | $ | 294,758 | |||||
| Income taxes paid, net of refunds | $ | 1,534 | $ | 2,058 | $ | 1,038 | |||||
| Capital expenditures, net of related payables | |||||||||||
| Capital expenditures - non-development, net | $ | 235,797 | $ | 182,249 | $ | 186,467 | |||||
| Capital expenditures - development, net | 24,595 | 24,687 | 8,823 | ||||||||
| Capital expenditures - non-development - reimbursable | 34,809 | 12,165 | 18,054 | ||||||||
| Capital expenditures - development - reimbursable | — | 1,709 | 8,132 | ||||||||
| Trade accounts payable | 8,891 | 4,663 | (7,589 | ) | |||||||
| Net cash paid | $ | 304,092 | $ | 225,473 | $ | 213,887 | |||||
| Acquisition of assets, net of related payables and cash received: | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | 44 | $ | 237,563 | $ | — | |||||
| Other intangible assets, net | 453 | (4,345 | ) | 5,196 | |||||||
| Financing lease obligations | — | 36,120 | — | ||||||||
| Other liabilities | — | 2,433 | — | ||||||||
| Net cash paid | $ | 497 | $ | 271,771 | $ | 5,196 | |||||
| Proceeds from sale of assets, net: | |||||||||||
| Prepaid expenses and other assets, net | $ | (4,422 | ) | $ | (4,950 | ) | $ | (17,072 | ) | ||
| Assets held for sale | (79,054 | ) | (197,111 | ) | (20,952 | ) | |||||
| Property, plant and equipment and leasehold intangibles, net | (379 | ) | (93,098 | ) | (155,723 | ) | |||||
| Investments in unconsolidated ventures | (156 | ) | (58,179 | ) | (52,548 | ) | |||||
| Long-term debt | — | — | 8,547 | ||||||||
| Financing lease obligations | — | 93,514 | 157,963 | ||||||||
| Refundable fees and deferred revenue | — | 8,632 | 30,771 | ||||||||
| Other liabilities | (1,479 | ) | 1,139 | (1,058 | ) | ||||||
| Loss (gain) on sale of assets, net | (7,245 | ) | (249,754 | ) | (19,273 | ) | |||||
| Loss (gain) on facility lease termination and modification, net | — | — | (1,162 | ) | |||||||
| Net cash received | $ | (92,735 | ) | $ | (499,807 | ) | $ | (70,507 | ) | ||
| Lease termination and modification, net: | |||||||||||
| Prepaid expenses and other assets, net | $ | — | $ | (2,804 | ) | $ | — | ||||
| Property, plant and equipment and leasehold intangibles, net | — | (87,464 | ) | — | |||||||
| Financing lease obligations | — | 58,099 | — | ||||||||
| Deferred liabilities | — | 70,835 | — | ||||||||
| Loss (gain) on sale of assets, net | — | (5,761 | ) | — | |||||||
| Loss (gain) on facility lease termination and modification, net | — | 34,283 | — | ||||||||
Net cash paid (1) | $ | — | $ | 67,188 | $ | — | |||||
| Formation of the Blackstone Venture: | |||||||||||
| Prepaid expenses and other assets | $ | — | $ | — | $ | (8,173 | ) | ||||
| Property, plant and equipment and leasehold intangibles, net | — | — | (768,897 | ) | |||||||
| Investments in unconsolidated ventures | — | — | 66,816 | ||||||||
| Financing lease obligations | — | — | 879,959 | ||||||||
| Deferred liabilities | — | — | 7,504 | ||||||||
| Other liabilities | — | — | 1,998 | ||||||||
| Net cash paid | $ | — | $ | — | $ | 179,207 | |||||
| (in thousands) | For the Years Ended December 31, | ||||||||||||||||
| Supplemental Disclosure of Cash Flow Information: | 2021 | 2020 | 2019 | ||||||||||||||
| Interest paid | $ | 188,791 | $ | 204,696 | $ | 244,469 | |||||||||||
| Income taxes paid, net of refunds | $ | 5,923 | $ | 8,878 | $ | 1,534 | |||||||||||
| Capital expenditures, net of related payables: | |||||||||||||||||
| Capital expenditures - non-development, net | $ | 137,410 | $ | 139,592 | $ | 235,797 | |||||||||||
| Capital expenditures - development, net | 3,208 | 13,667 | 24,595 | ||||||||||||||
| Capital expenditures - non-development - reimbursable | 42,100 | 27,846 | 34,809 | ||||||||||||||
| Trade accounts payable | (6,061) | 4,766 | 8,891 | ||||||||||||||
| Net cash paid | $ | 176,657 | $ | 185,871 | $ | 304,092 | |||||||||||
| Acquisition of communities from Healthpeak: | |||||||||||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | — | $ | 286,734 | $ | — | |||||||||||
| Operating lease right-of-use assets | — | (63,285) | — | ||||||||||||||
| Financing lease obligations | — | 129,196 | — | ||||||||||||||
| Operating lease obligations | — | 74,335 | — | ||||||||||||||
| Loss (gain) on debt modification and extinguishment, net | — | (19,731) | — | ||||||||||||||
| Net cash paid | $ | — | $ | 407,249 | $ | — | |||||||||||
| Supplemental Schedule of Non-Cash Operating, Investing and Financing Activities: | |||||||||||
| Purchase of treasury stock: | |||||||||||
| Treasury stock | $ | — | $ | 4,244 | $ | — | |||||
| Accounts payable | — | (4,244 | ) | — | |||||||
| Net | $ | — | $ | — | $ | — | |||||
| Assets designated as held for sale: | |||||||||||
| Prepaid expenses and other assets, net | $ | — | $ | (517 | ) | $ | 199 | ||||
| Assets held for sale | 28,608 | 198,445 | (29,544 | ) | |||||||
| Property, plant and equipment and leasehold intangibles, net | (28,608 | ) | (197,928 | ) | 29,345 | ||||||
| Net | $ | — | $ | — | $ | — | |||||
| Lease termination and modification, net: | |||||||||||
| Prepaid expenses and other assets, net | $ | (636 | ) | $ | (248 | ) | $ | — | |||
| Property, plant and equipment and leasehold intangibles, net | (1,963 | ) | (132,733 | ) | (145,645 | ) | |||||
| Financing lease obligations | — | 165,918 | 147,886 | ||||||||
| Operating lease right-of-use assets | (10,698 | ) | — | — | |||||||
| Operating lease obligations | 10,640 | — | — | ||||||||
| Deferred liabilities | — | (122,304 | ) | 7,447 | |||||||
| Other liabilities | (731 | ) | (620 | ) | (9,688 | ) | |||||
| Loss (gain) on sale of assets, net | — | (37,731 | ) | — | |||||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 127,718 | — | ||||||||
| Net | $ | — | $ | — | $ | — | |||||
112
| Master Agreement with Ventas: | |||||||||||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | — | $ | (66,444) | $ | — | |||||||||||
| Operating lease right-of-use assets | — | (153,213) | — | ||||||||||||||
| Other assets, net | — | (42,354) | — | ||||||||||||||
| Long-term debt | — | 34,053 | — | ||||||||||||||
| Financing lease obligations | — | 7,077 | — | ||||||||||||||
| Operating lease obligations | — | 362,944 | — | ||||||||||||||
| Additional paid-in-capital | — | (22,883) | — | ||||||||||||||
| Net cash paid | $ | — | $ | 119,180 | $ | — | |||||||||||
| Proceeds from HCS Sale, net: | |||||||||||||||||
| Accounts receivable, net | $ | (57,582) | $ | — | $ | — | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | (1,806) | — | — | ||||||||||||||
| Operating lease right-of-use assets | (8,145) | — | — | ||||||||||||||
| Investments in unconsolidated ventures | 100,000 | — | — | ||||||||||||||
| Goodwill | (126,810) | — | — | ||||||||||||||
| Prepaid expenses and other assets, net | (32,963) | — | — | ||||||||||||||
| Trade accounts payable | 1,387 | — | — | ||||||||||||||
| Accrued expenses | 25,226 | — | — | ||||||||||||||
| Refundable fees and deferred revenue | 57,314 | — | — | ||||||||||||||
| Operating lease obligations | 8,145 | — | — | ||||||||||||||
| Other liabilities | 9,165 | — | — | ||||||||||||||
| Loss (gain) on sale of assets, net | (286,489) | — | — | ||||||||||||||
| Net cash received | $ | (312,558) | $ | — | $ | — | |||||||||||
| Acquisition of other assets, net of related payables and cash received: | |||||||||||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | — | $ | 684 | $ | 44 | |||||||||||
| Other intangible assets, net | — | — | 453 | ||||||||||||||
| Financing lease obligations | — | 64,260 | — | ||||||||||||||
| Net cash paid | $ | — | $ | 64,944 | $ | 497 | |||||||||||
| Proceeds from sale of CCRC Venture, net: | |||||||||||||||||
| Investments in unconsolidated ventures | $ | — | $ | (14,848) | $ | — | |||||||||||
| Current portion of long-term debt | — | 34,706 | — | ||||||||||||||
| Other liabilities | — | 60,748 | — | ||||||||||||||
| Loss (gain) on sale of assets, net | — | (369,831) | — | ||||||||||||||
| Net cash received | $ | — | $ | (289,225) | $ | — | |||||||||||
| Proceeds from sale of other assets, net: | |||||||||||||||||
| Prepaid expenses and other assets, net | $ | (1,983) | $ | (1,318) | $ | (4,422) | |||||||||||
| Assets held for sale | (16,166) | (34,348) | (79,054) | ||||||||||||||
| Property, plant and equipment and leasehold intangibles, net | (878) | (938) | (379) | ||||||||||||||
| Investments in unconsolidated ventures | — | — | (156) | ||||||||||||||
| Other liabilities | (75) | (786) | (1,479) | ||||||||||||||
| Loss (gain) on sale of assets, net | (2,346) | (4,701) | (7,245) | ||||||||||||||
| Net cash received | $ | (21,448) | $ | (42,091) | $ | (92,735) | |||||||||||
113
| Supplemental Schedule of Non-cash Operating, Investing and Financing Activities: | |||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Assets designated as held for sale: | |||||||||||||||||
| Assets held for sale | $ | 3,612 | $ | 7,935 | $ | 28,608 | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | (3,612) | (7,935) | (28,608) | ||||||||||||||
| Net | $ | — | $ | — | $ | — | |||||||||||
| Healthpeak master lease modification: | |||||||||||||||||
| Property, plant and equipment and leasehold intangibles, net | $ | — | $ | (57,462) | $ | — | |||||||||||
| Operating lease right-of-use assets | — | 88,044 | — | ||||||||||||||
| Financing lease obligations | — | 70,874 | — | ||||||||||||||
| Operating lease obligations | — | (101,456) | — | ||||||||||||||
| Net | $ | — | $ | — | $ | — | |||||||||||
| Other non-cash lease transactions, net: | |||||||||||||||||
| Prepaid expenses and other assets, net | $ | — | $ | — | $ | (636) | |||||||||||
| Property, plant and equipment and leasehold intangibles, net | 4,056 | 10,707 | (1,963) | ||||||||||||||
| Operating lease right-of-use assets | 17,197 | (7,941) | 18,148 | ||||||||||||||
| Operating lease obligations | (17,197) | 15,126 | (18,206) | ||||||||||||||
| Financing lease obligations | (4,056) | (15,483) | — | ||||||||||||||
| Other liabilities | — | (77) | (731) | ||||||||||||||
| Loss (gain) on facility operating lease termination, net | — | (2,332) | 3,388 | ||||||||||||||
| Net | $ | — | $ | — | $ | — | |||||||||||
During 2019, the Company and its venture partner contributed cash in an aggregate amount of $13.3 million to a consolidated venture which owns 2 senior housing communities as of December 31, 2019.2021. The Company obtained a $6.6 million promissory note receivable from its venture partner secured by a 50% equity interest in the venture in a non-cash exchange for the Company funding the $13.3 million aggregate contribution in cash. At the closing of the sale of a senior housing community during 2019 by the consolidated venture, the consolidated venture distributed $6.3 million to the partners with the Company receiving a $3.1 million repayment on the promissory note in a non-cash exchange.
Refer to Note 2 for a schedule of the non-cash adjustments to the Company's consolidated balance sheet as of January 1, 2019 as a result of the adoption of new accounting standards and Note 11 for a schedule of the non-cash recognition of right-of-use assets obtained in exchange for new operating lease obligations.standards.
114
Restricted cash consists principally of escrow deposits for real estate taxes, property insurance, and capital expenditures required by certain lenders under mortgage debt agreements and deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs. programs, escrow deposits for real estate taxes, property insurance, and capital expenditures, and debt service reserve accounts required by certain lenders under mortgage debt agreements. The components of restricted cash are as follows.
| December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Current: | |||||||||||
| Real estate tax and property insurance escrows | $ | 16,272 | $ | 17,465 | |||||||
| Replacement reserve escrows | 9,756 | 9,465 | |||||||||
| Resident deposits | 93 | 253 | |||||||||
| Other | 724 | 876 | |||||||||
| Subtotal | 26,845 | 28,059 | |||||||||
| Long term: | |||||||||||
| Insurance deposits | 30,932 | 21,903 | |||||||||
| Debt service reserve | 18,053 | 17,784 | |||||||||
| CCRCs escrows | 15,346 | 15,329 | |||||||||
| Letters of credit collateral | 107 | 1,653 | |||||||||
| Subtotal | 64,438 | 56,669 | |||||||||
| Total | $ | 91,283 | $ | 84,728 | |||||||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated statement of cash flowsbalance sheets that sums to the total of the same such amounts shown in the consolidated statementstatements of cash flows.
| December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 347,031 | $ | 380,420 | |||||||
| Restricted cash | 26,845 | 28,059 | |||||||||
| Long-term restricted cash | 64,438 | 56,669 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 438,314 | $ | 465,148 | |||||||
| (in thousands) | December 31, 2019 | December 31, 2018 | |||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||
| Cash and cash equivalents | $ | 240,227 | $ | 398,267 | |||
| Restricted cash | 26,856 | 27,683 | |||||
| Long-term restricted cash | 34,614 | 24,268 | |||||
| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ | 301,697 | $ | 450,218 | |||
| Year Ended December 31, 2019 | |||||||||||||||||||
| (in thousands) | Independent Living | Assisted Living and Memory Care | CCRCs | Health Care Services | Total | ||||||||||||||
| Private pay | $ | 542,112 | $ | 1,748,364 | $ | 281,197 | $ | 753 | $ | 2,572,426 | |||||||||
| Government reimbursement | 2,446 | 67,574 | 81,054 | 357,963 | 509,037 | ||||||||||||||
| Other third-party payor programs | — | — | 39,924 | 88,544 | 128,468 | ||||||||||||||
| Total resident fee revenue | $ | 544,558 | $ | 1,815,938 | $ | 402,175 | $ | 447,260 | $ | 3,209,931 | |||||||||
| Year Ended December 31, 2018 | |||||||||||||||||||
| (in thousands) | Independent Living | Assisted Living and Memory Care | CCRCs | Health Care Services | Total | ||||||||||||||
| Private pay | $ | 596,852 | $ | 1,923,676 | $ | 288,682 | $ | 693 | $ | 2,809,903 | |||||||||
| Government reimbursement | 3,125 | 72,175 | 87,028 | 359,881 | 522,209 | ||||||||||||||
| Other third-party payor programs | — | — | 40,698 | 76,401 | 117,099 | ||||||||||||||
| Total resident fee revenue | $ | 599,977 | $ | 1,995,851 | $ | 416,408 | $ | 436,975 | $ | 3,449,211 | |||||||||
As of December 31, 2021, the Company's Management Services operating segment is no longer identified as a reportable segment as a result of the reduction in the number of communities it manages, which has reduced the operating segment's revenue, operating income, and assets below the reporting threshold. Management services operations are reported within the All Other category. All prior period segment disclosures reflect this reportable segment change.
Independent Living. The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire an upscaleto live in a residential environment providingsetting that feels like home, without the highest qualityefforts of service.ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services.services to accommodate their changing needs.
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Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with ADLs to mid-acuity frail and elderlyactivities of daily living for the Company's residents. AssistedThe Company's assisted living and memory care communities include both freestanding, multi-story communities, andas well as smaller, freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias.
CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levelsa broad spectrum of physical ability and health.healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus or within the immediate market, and some also include memory care services.area.
All Other. All Other includes communities operated by the Company pursuant to management agreements. Under the management agreements for these communities, the Company receives management fees as well as reimbursement of expenses it incurs on behalf of the owners.
Health Care Services. The Company's former Health Care Services segment includesincluded the home health, hospice, and outpatient therapy services as well as education and wellness programs, provided to residents of many of the Company'sits communities and to seniors living outside of the Company'sits communities. The Health Care Services segment doesdid not include the skilled nursing and inpatient healthcare services provided in the Company's skilled nursing units, which are included in the Company's CCRCs segment.
The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies in Note 2.
The following table sets forth selected segment financial data:data.
| For the Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | 2019 | ||||||||||||||
| Revenue and other operating income: | |||||||||||||||||
Independent Living (1)(2) | $ | 477,050 | $ | 524,421 | $ | 544,558 | |||||||||||
Assisted Living and Memory Care (1)(2) | 1,595,684 | 1,753,861 | 1,815,938 | ||||||||||||||
CCRCs (1)(2) | 306,213 | 340,337 | 402,175 | ||||||||||||||
All Other (3) | 202,043 | 531,879 | 847,157 | ||||||||||||||
Health Care Services (1)(2) | 177,269 | 389,697 | 447,260 | ||||||||||||||
| Total revenue and other operating income | $ | 2,758,259 | $ | 3,540,195 | $ | 4,057,088 | |||||||||||
Segment operating income:(4) | |||||||||||||||||
| Independent Living | $ | 146,108 | $ | 182,813 | $ | 203,741 | |||||||||||
| Assisted Living and Memory Care | 294,320 | 428,601 | 518,636 | ||||||||||||||
| CCRCs | 34,109 | 53,180 | 72,072 | ||||||||||||||
| All Other | 20,598 | 130,690 | 57,108 | ||||||||||||||
| Health Care Services | 5,816 | 1,863 | 24,987 | ||||||||||||||
| Total segment operating income | 500,951 | 797,147 | 876,544 | ||||||||||||||
| General and administrative expense (including non-cash stock-based compensation expense) | 184,916 | 206,575 | 219,289 | ||||||||||||||
| Facility operating lease expense: | |||||||||||||||||
| Independent Living | 42,162 | 60,445 | 81,680 | ||||||||||||||
| Assisted Living and Memory Care | 111,117 | 137,900 | 157,823 | ||||||||||||||
| CCRCs | 15,932 | 20,406 | 24,248 | ||||||||||||||
| Corporate and All Other | 5,147 | 5,282 | 5,915 | ||||||||||||||
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| For the Years Ended December 31, | ||||||||||||||||||||||||||||
| (in thousands) | 2019 | 2018 | 2017 | |||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||
Independent Living (1) | $ | 544,558 | $ | 599,977 | $ | 654,196 | ||||||||||||||||||||||
Assisted Living and Memory Care (1) | 1,815,938 | 1,995,851 | 2,210,688 | |||||||||||||||||||||||||
CCRCs (1) | 402,175 | 416,408 | 468,994 | |||||||||||||||||||||||||
Health Care Services (1) | 447,260 | 436,975 | 446,262 | |||||||||||||||||||||||||
Management Services (2) | 847,157 | 1,082,215 | 966,976 | |||||||||||||||||||||||||
| Total revenue | $ | 4,057,088 | $ | 4,531,426 | $ | 4,747,116 | ||||||||||||||||||||||
Segment Operating Income (3): | ||||||||||||||||||||||||||||
| Independent Living | $ | 203,741 | $ | 240,609 | $ | 271,417 | ||||||||||||||||||||||
| Assisted Living and Memory Care | 518,636 | 628,982 | 749,058 | |||||||||||||||||||||||||
| CCRCs | 72,072 | 92,212 | 106,162 | |||||||||||||||||||||||||
| Health Care Services | 24,987 | 34,080 | 51,348 | |||||||||||||||||||||||||
| Management Services | 57,108 | 71,986 | 75,845 | |||||||||||||||||||||||||
| Total segment operating income | 876,544 | 1,067,869 | 1,253,830 | |||||||||||||||||||||||||
| General and administrative (including non-cash stock-based compensation expense) | 219,289 | 259,475 | 278,019 | |||||||||||||||||||||||||
| Facility lease expense: | ||||||||||||||||||||||||||||
| Independent Living | 81,680 | 93,496 | 117,131 | |||||||||||||||||||||||||
| Assisted Living and Memory Care | 157,823 | 178,716 | 185,971 | |||||||||||||||||||||||||
| CCRCs | 24,248 | 24,856 | 29,464 | |||||||||||||||||||||||||
| Corporate and Management Services | 5,915 | 6,226 | 7,155 | |||||||||||||||||||||||||
| Depreciation and amortization: | Depreciation and amortization: | |||||||||||||||||||||||||||
| Independent Living | 81,745 | 91,899 | 95,226 | Independent Living | 74,922 | 70,803 | 81,745 | |||||||||||||||||||||
| Assisted Living and Memory Care | 222,574 | 261,365 | 290,344 | Assisted Living and Memory Care | 200,677 | 224,790 | 222,574 | |||||||||||||||||||||
| CCRCs | 44,163 | 53,551 | 44,294 | CCRCs | 37,891 | 38,426 | 44,163 | |||||||||||||||||||||
| Corporate and All Other | Corporate and All Other | 23,783 | 24,458 | 28,704 | ||||||||||||||||||||||||
| Health Care Services | 2,247 | 3,201 | 3,723 | Health Care Services | 340 | 749 | 2,247 | |||||||||||||||||||||
| Corporate and Management Services | 28,704 | 37,439 | 48,490 | |||||||||||||||||||||||||
| Goodwill and asset impairment: | ||||||||||||||||||||||||||||
| Asset impairment: | Asset impairment: | |||||||||||||||||||||||||||
| Independent Living | 1,812 | 2,013 | 2,968 | Independent Living | 3,483 | 31,317 | 1,812 | |||||||||||||||||||||
| Assisted Living and Memory Care | 32,229 | 436,892 | 342,788 | Assisted Living and Memory Care | 14,384 | 61,640 | 32,229 | |||||||||||||||||||||
| CCRCs | 4,983 | 6,669 | 18,083 | CCRCs | 4,790 | 12,413 | 4,983 | |||||||||||||||||||||
| Corporate and All other | Corporate and All other | 346 | 1,938 | 2,664 | ||||||||||||||||||||||||
| Health Care Services | 7,578 | 9,055 | 14,599 | Health Care Services | — | — | 7,578 | |||||||||||||||||||||
| Corporate and Management Services | 2,664 | 35,264 | 31,344 | |||||||||||||||||||||||||
| Loss (gain) on facility lease termination and modification, net | 3,388 | 162,001 | 14,276 | |||||||||||||||||||||||||
| Loss (gain) on facility operating lease termination, net | Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | 3,388 | ||||||||||||||||||||||||
| Income (loss) from operations | $ | (44,498 | ) | $ | (594,249 | ) | $ | (270,045 | ) | Income (loss) from operations | $ | (216,936) | $ | (97,692) | $ | (44,498) | ||||||||||||
| Total interest expense: | Total interest expense: | |||||||||||||||||||||||||||
| Independent Living | $ | 46,713 | $ | 58,783 | $ | 55,436 | Independent Living | $ | 45,209 | $ | 44,682 | $ | 46,713 | |||||||||||||||
| Assisted Living and Memory Care | 166,097 | 174,459 | 207,861 | Assisted Living and Memory Care | 121,785 | 134,015 | 166,097 | |||||||||||||||||||||
| CCRCs | CCRCs | 18,756 | 19,928 | 27,426 | ||||||||||||||||||||||||
| Corporate and All Other | Corporate and All Other | 9,390 | 10,154 | 8,105 | ||||||||||||||||||||||||
| $ | 195,140 | $ | 208,779 | $ | 248,341 | |||||||||||||||||||||||
| Total capital expenditures for property, plant and equipment, and leasehold intangibles: | Total capital expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||||||||||||||||||
| Independent Living | Independent Living | $ | 36,992 | $ | 47,889 | $ | 78,831 | |||||||||||||||||||||
| Assisted Living and Memory Care | Assisted Living and Memory Care | 105,177 | 90,354 | 157,845 | ||||||||||||||||||||||||
| CCRCs | CCRCs | 19,086 | 18,709 | 33,535 | ||||||||||||||||||||||||
| Corporate and All Other | Corporate and All Other | 21,463 | 23,638 | 24,506 | ||||||||||||||||||||||||
| Health Care Services | Health Care Services | — | 515 | 484 | ||||||||||||||||||||||||
| $ | 182,718 | $ | 181,105 | $ | 295,201 | |||||||||||||||||||||||
| As of December 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Total assets: | |||||||||||
| Independent Living | $ | 1,349,341 | $ | 1,419,838 | |||||||
| Assisted Living and Memory Care | 3,601,144 | 3,787,611 | |||||||||
| CCRCs | 693,386 | 738,121 | |||||||||
| Corporate and All Other | 766,596 | 723,010 | |||||||||
| Health Care Services | — | 233,178 | |||||||||
| Total assets | $ | 6,410,467 | $ | 6,901,758 | |||||||
(1)All revenue and other operating income is earned from external third parties in the United States.
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| CCRCs | 27,426 | 26,746 | 27,665 | ||||||||
| Health Care Services | — | — | 892 | ||||||||
| Corporate and Management Services | 8,105 | 20,281 | 34,300 | ||||||||
| $ | 248,341 | $ | 280,269 | $ | 326,154 | ||||||
| Total capital expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||
| Independent Living | $ | 78,831 | $ | 51,510 | $ | 47,309 | |||||
| Assisted Living and Memory Care | 157,845 | 125,750 | 119,717 | ||||||||
| CCRCs | 33,535 | 26,615 | 24,297 | ||||||||
| Health Care Services | 484 | 902 | 755 | ||||||||
| Corporate and Management Services | 24,506 | 16,033 | 29,398 | ||||||||
| $ | 295,201 | $ | 220,810 | $ | 221,476 | ||||||
| As of December 31, | |||||||
| (in thousands) | 2019 | 2018 | |||||
| Total assets: | |||||||
| Independent Living | $ | 1,441,652 | $ | 1,104,774 | |||
| Assisted Living and Memory Care | 4,157,610 | 3,684,170 | |||||
| CCRCs | 742,809 | 707,819 | |||||
| Health Care Services | 256,715 | 254,950 | |||||
| Corporate and Management Services | 595,647 | 715,547 | |||||
| Total assets | $ | 7,194,433 | $ | 6,467,260 | |||
| For the Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2021 | 2020 | |||||||||||||||
| Independent Living | 1,512 | $ | 11,823 | ||||||||||||||
| Assisted Living and Memory Care | 5,963 | 62,585 | |||||||||||||||
| CCRCs | 1,788 | 18,454 | |||||||||||||||
| Health Care Services | 3,105 | 22,887 | |||||||||||||||
| Total other operating income | $ | 12,368 | $ | 115,749 | |||||||||||||
(3)All Other revenue and other operating income includes management fees and reimbursements of costs incurred on behalf of managed communities. For the years ended December 31, 2021, 2020, and 2019, revenue and other operating income includes $17.2 million, $67.2 million, and $329.9 million of revenue earned from unconsolidated ventures in 2019which the Company had or has an ownership interest.
(4)Segment operating income is defined as segment revenues and 2018:other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities.
| For the Quarters Ended | |||||||||||||||
| (in thousands, except per share amounts) | March 31, 2019 | June 30, 2019 | September 30, 2019 | December 31, 2019 | |||||||||||
| Revenues | $ | 1,042,044 | $ | 1,019,457 | $ | 1,008,949 | $ | 986,638 | |||||||
| Goodwill and asset impairment | 391 | 3,769 | 2,094 | 43,012 | |||||||||||
| Loss (gain) on facility lease termination and modification, net | 209 | 1,797 | — | 1,382 | |||||||||||
| Income (loss) from operations | 16,661 | 2,211 | (20,222 | ) | (43,148 | ) | |||||||||
| Gain (loss) on sale of assets, net | (702 | ) | 2,846 | 579 | 4,522 | ||||||||||
| Income (loss) before income taxes | (41,927 | ) | (55,422 | ) | (80,308 | ) | (93,104 | ) | |||||||
| Net income (loss) | (42,606 | ) | (56,055 | ) | (78,508 | ) | (91,323 | ) | |||||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | (42,595 | ) | (55,470 | ) | (78,458 | ) | (91,408 | ) | |||||||
| Weighted average basic and diluted income (loss) per share | $ | (0.23 | ) | $ | (0.30 | ) | $ | (0.42 | ) | $ | (0.49 | ) | |||
| For the Quarters Ended | |||||||||||||||
| (in thousands, except per share amounts) | March 31, 2018 | June 30, 2018 | September 30, 2018 | December 31, 2018 | |||||||||||
| Revenues | $ | 1,187,234 | $ | 1,155,200 | $ | 1,120,062 | $ | 1,068,930 | |||||||
| Goodwill and asset impairment | 430,363 | 16,103 | 5,500 | 37,927 | |||||||||||
| Loss (gain) on facility lease termination and modification, net | — | 146,467 | 2,337 | 13,197 | |||||||||||
| Income (loss) from operations | (413,831 | ) | (137,589 | ) | 3,626 | (46,455 | ) | ||||||||
| Gain (loss) on sale of assets, net | 43,431 | 23,322 | 9,833 | 216,660 | |||||||||||
| Income (loss) before income taxes | (441,649 | ) | (181,055 | ) | (54,903 | ) | 99,799 | ||||||||
| Net income (loss) | (457,234 | ) | (165,509 | ) | (37,140 | ) | 131,531 | ||||||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | (457,188 | ) | (165,488 | ) | (37,121 | ) | 131,539 | ||||||||
| Weighted average basic and diluted income (loss) per share | $ | (2.45 | ) | $ | (0.88 | ) | $ | (0.20 | ) | $ | 0.70 | ||||
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