Brookdale Senior Living (BKD) 10-Q 6 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 04, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-32641
Entity Registrant Name	BROOKDALE SENIOR LIVING INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-3068069
Entity Address, Address Line One	111 Westwood Place,
Entity Address, Address Line Two	Suite 400,
Entity Address, City or Town	Brentwood,
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	221-2250
Title of 12(b) Security	Common Stock, $0.01 Par Value Per Share
Entity Trading Symbol	BKD
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		186,752,412
Entity Central Index Key	0001332349
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 289,247	$ 347,031
Marketable securities	179,260	182,393
Restricted cash	24,791	26,845
Accounts receivable, net	49,952	51,137
Assets held for sale	3,658	3,642
Prepaid expenses and other current assets, net	107,988	87,946
Total current assets	654,896	698,994
Property, plant and equipment and leasehold intangibles, net	4,874,044	4,904,292
Operating lease right-of-use assets	588,935	630,423
Restricted cash	64,455	64,438
Investment in unconsolidated ventures	62,050	67,424
Goodwill	27,321	27,321
Deferred tax asset	2,584	279
Other assets, net	20,692	17,296
Total assets	6,294,977	6,410,467
Current liabilities
Current portion of long-term debt	207,751	63,125
Current portion of financing lease obligations	28,559	22,151
Current portion of operating lease obligations	147,831	148,642
Trade accounts payable	82,014	76,125
Accrued expenses	253,475	254,831
Refundable fees and deferred revenue	73,268	67,080
Total current liabilities	792,898	631,954
Long-term debt, less current portion	3,640,784	3,778,087
Financing lease obligations, less current portion	529,681	532,136
Operating lease obligations, less current portion	647,571	681,876
Other liabilities	84,764	86,791
Total liabilities	5,695,698	5,710,844
Preferred stock, $0.01 par value, 50,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized at March 31, 2022 and December 31, 2021; 197,810,798 and 197,485,318 shares issued and 187,283,273 and 186,957,793 shares outstanding (including 530,861 and 1,549,059 unvested restricted shares), respectively	1,978	1,975
Additional paid-in-capital	4,208,360	4,208,675
Treasury stock, at cost; 10,527,525 shares at March 31, 2022 and December 31, 2021	(102,774)	(102,774)
Accumulated deficit	(3,510,487)	(3,410,474)
Total Brookdale Senior Living Inc. stockholders' equity	597,077	697,402
Noncontrolling interest	2,202	2,221
Total equity	599,279	699,623
Total liabilities and equity	$ 6,294,977	$ 6,410,467

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Equity, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	197,810,798	197,485,318
Common stock, shares outstanding (in shares)	187,283,273	186,957,793
Treasury stock, shares (in shares)	10,527,525	10,527,525
Unvested Restricted Stock
Equity, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock, shares outstanding (in shares)	530,861	1,549,059

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Revenue	$ 677,820	$ 749,445
Expense
General and administrative expense (including non-cash stock-based compensation expense of $3,885 and $4,783, respectively)	45,126	49,943
Facility operating lease expense	41,564	44,418
Depreciation and amortization	85,684	83,891
Asset impairment	9,075	10,677
Total operating expense	731,354	811,035
Income (loss) from operations	(53,534)	(61,590)
Interest income	95	421
Interest expense:
Debt	(33,157)	(35,351)
Financing lease obligations	(12,058)	(11,383)
Amortization of deferred financing costs	(1,542)	(1,915)
Change in fair value of derivatives	3,403	42
Equity in earnings (loss) of unconsolidated ventures	(4,894)	(531)
Gain (loss) on sale of assets, net	(294)	1,112
Other non-operating income (loss)	(27)	1,644
Income (loss) before income taxes	(102,008)	(107,551)
Benefit (provision) for income taxes	1,976	(752)
Net income (loss)	(100,032)	(108,303)
Net (income) loss attributable to noncontrolling interest	19	18
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (100,013)	$ (108,285)
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:
Basic (in dollars per share)	$ (0.54)	$ (0.59)
Diluted (in dollars per share)	$ (0.54)	$ (0.59)
Weighted average common shares outstanding:
Basic (in shares)	185,916	184,011
Diluted (in shares)	185,916	184,011
Resident fees
Revenue
Revenue	$ 636,974	$ 664,350
Management fees
Revenue
Revenue	3,329	8,566
Reimbursed costs incurred on behalf of managed communities
Revenue
Revenue	37,141	65,794
Expense
Costs of services	37,141	65,794
Other operating income
Revenue
Revenue	376	10,735
Facility operating expense (excluding facility depreciation and amortization)
Expense
Costs of services	$ 512,764	$ 556,312

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Depreciation and amortization	$ 79,932	$ 77,274
Non-cash stock-based compensation expense	$ 3,885	$ 4,783

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common stock:	Additional paid-in-capital:	Treasury stock:	Accumulated deficit:	Noncontrolling interest:
Balance at beginning of period at Dec. 31, 2020	$ 802,729	$ 1,983	$ 4,212,409	$ (102,774)	$ (3,311,184)	$ 2,295
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net		2	(2)
Shares withheld for employee taxes		(7)	(4,322)
Non-cash stock-based compensation expense			4,783
Issuance of common stock under Associate Stock Purchase Plan			224
Other, net			3
Net income (loss)	(108,303)				(108,285)	(18)
Balance at end of period at Mar. 31, 2021	695,107	$ 1,978	4,213,095	(102,774)	(3,419,469)	2,277
Balance at beginning of period (in shares) at Dec. 31, 2020		187,804,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under Associate Stock Purchase Plan (in shares)		43,000
Restricted stock and restricted stock units, net (in shares)		127,000
Shares withheld for employee taxes (in shares)		(744,000)
Balances at end of period (in shares) at Mar. 31, 2021		187,230,000
Balance at beginning of period at Dec. 31, 2021	699,623	$ 1,975	4,208,675	(102,774)	(3,410,474)	2,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net		9	(9)
Shares withheld for employee taxes		(6)	(4,191)
Non-cash stock-based compensation expense			3,885
Issuance of common stock under Associate Stock Purchase Plan			0
Other, net			0
Net income (loss)	(100,032)				(100,013)	(19)
Balance at end of period at Mar. 31, 2022	$ 599,279	$ 1,978	$ 4,208,360	$ (102,774)	$ (3,510,487)	$ 2,202
Balance at beginning of period (in shares) at Dec. 31, 2021	186,957,793	186,958,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under Associate Stock Purchase Plan (in shares)		0
Restricted stock and restricted stock units, net (in shares)		925,000
Shares withheld for employee taxes (in shares)		(600,000)
Balances at end of period (in shares) at Mar. 31, 2022	187,283,273	187,283,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities
Net income (loss)	$ (100,032)	$ (108,303)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, net	87,226	85,806
Asset impairment	9,075	10,677
Equity in (earnings) loss of unconsolidated ventures	4,894	531
Distributions from unconsolidated ventures from cumulative share of net earnings	561	0
Amortization of entrance fees	(726)	(364)
Proceeds from deferred entrance fee revenue	1,036	670
Deferred income tax (benefit) provision	(2,304)	319
Operating lease expense adjustment	(8,307)	(4,664)
Change in fair value of derivatives	(3,403)	(42)
Loss (gain) on sale of assets, net	294	(1,112)
Non-cash stock-based compensation expense	3,885	4,783
Other	(43)	(1,416)
Changes in operating assets and liabilities:
Accounts receivable, net	1,185	(5,768)
Prepaid expenses and other assets, net	(4,734)	(6,769)
Prepaid insurance premiums financed with notes payable	(16,629)	(12,985)
Trade accounts payable and accrued expenses	(2,630)	(500)
Refundable fees and deferred revenue	5,907	7,717
Operating lease assets and liabilities for lessor capital expenditure reimbursements	1,490	7,563
Net cash provided by (used in) operating activities	(23,255)	(23,857)
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net	155	(62)
Purchase of marketable securities	(125,990)	(79,932)
Sale and maturities of marketable securities	129,000	117,995
Capital expenditures, net of related payables	(39,956)	(40,361)
Investment in unconsolidated ventures	(82)	(5,206)
Proceeds from sale of assets, net	710	3,760
Net cash provided by (used in) investing activities	(36,163)	(3,806)
Cash Flows from Financing Activities
Proceeds from debt	25,258	18,575
Repayment of debt and financing lease obligations	(21,440)	(49,924)
Payment of financing costs, net of related payables	(76)	(87)
Payments of employee taxes for withheld shares	(4,145)	(4,329)
Other	0	203
Net cash provided by (used in) financing activities	(403)	(35,562)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(59,821)	(63,225)
Cash, cash equivalents, and restricted cash at beginning of period	438,314	465,148
Cash, cash equivalents, and restricted cash at end of period	$ 378,493	$ 401,923

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of BusinessBrookdale Senior Living Inc. ("Brookdale" or the "Company") is an operator of 678 senior living communities throughout the United States. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company's senior living communities and its comprehensive network help to provide seniors with care and services in an environment that feels like home. As of March 31, 2022, the Company owned 347 communities, representing a majority of the Company's consolidated community portfolio, leased 298 communities, and managed 33 communities.On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment. The accompanying unaudited condensed consolidated financial statements include the results of operations and cash flows of the Health Care Services segment for the three months ended March 31, 2021. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment were deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services venture (the "HCS Venture") is accounted for under the equity method of accounting.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 15, 2022. Principles of Consolidation The condensed 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 unaudited condensed 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 Accounting Standards Codification 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations.

COVID-19 Pandemic

COVID-19 Pandemic	3 Months Ended
	Mar. 31, 2022
Unusual or Infrequent Items, or Both [Abstract]
COVID-19 Pandemic	COVID-19 Pandemic The COVID-19 pandemic has adversely impacted the Company's occupancy and resident fee revenue beginning in March 2020 and resulted in incremental direct costs to respond to the pandemic and net cash used in operating activities. The Company cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on its business, results of operations, cash flow, and liquidity, and its response efforts may continue to delay or negatively impact its strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in the Company's markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and the Company's ability to adapt its sales and marketing efforts to meet that demand; the impact of COVID-19 on the Company's residents’ and their families’ ability to afford its resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of the Company's new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in the Company's communities; the duration and costs of the Company's response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on the Company's ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in its debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to the Company's health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit the Company's collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Marketable Securities As of March 31, 2022 and December 31, 2021, marketable securities of $179.3 million and $182.4 million, respectively, are stated at fair value based on valuations provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy. Debt The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding long-term debt with a carrying amount of approximately $3.8 billion as of both March 31, 2022 and December 31, 2021. Fair value of the long-term debt is approximately $3.6 billion as of March 31, 2022 and approximates the carrying amount as of December

Revenue

Revenue	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Revenue For the three months ended March 31, 2022, the Company generated 93.4% of its resident fee revenue from private pay customers, 5.2% from government reimbursement programs, and 1.4% from other payor sources. For the three months ended March 31, 2021, the Company generated 81.5% of its resident fee revenue from private pay customers, 14.6% from government reimbursement programs (primarily Medicare), and 3.9% from other payor sources. The sale of 80% of the Company’s equity in its Health Care Services segment on July 1, 2021 reduced its revenue from government reimbursement programs. Refer to Note 15 for disaggregation of revenue by reportable segment. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. Additionally, non-refundable community fees are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied.

Property, Plant and Equipment a

Property, Plant and Equipment and Leasehold Intangibles, Net	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment and Leasehold Intangibles, Net	Property, Plant and Equipment and Leasehold Intangibles, Net As of March 31, 2022 and December 31, 2021, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) March 31, 2022 December 31, 2021 Land $ 502,610 $ 502,610 Buildings and improvements 5,274,249 5,262,136 Furniture and equipment 1,002,550 990,006 Resident and leasehold operating intangibles 302,995 303,737 Construction in progress 53,099 51,037 Assets under financing leases and leasehold improvements 1,636,738 1,609,217 Property, plant and equipment and leasehold intangibles 8,772,241 8,718,743 Accumulated depreciation and amortization (3,898,197) (3,814,451) Property, plant and equipment and leasehold intangibles, net $ 4,874,044 $ 4,904,292 Assets under financing leases and leasehold improvements includes $335.6 million and $332.3 million of financing lease right-of-use assets, net of accumulated amortization, as of March 31, 2022 and December 31, 2021, respectively. Refer to Note 8 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. For the three months ended March 31, 2022 and 2021, the Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $85.7 million and $83.9 million, respectively.

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt Long-term debt consists of the following: (in thousands) March 31, 2022 December 31, 2021 Fixed rate mortgage notes payable due 2023 through 2047; weighted average interest rate of 4.14% as of both March 31, 2022 and December 31, 2021 $ 2,158,942 $ 2,164,115 Variable rate mortgage notes payable due 2023 through 2030; weighted average interest rate of 2.76% and 2.44% as of March 31, 2022 and December 31, 2021, respectively 1,472,438 1,476,943 Convertible notes payable due October 2026; interest rate of 2.00% as of both March 31, 2022 and December 31, 2021 230,000 230,000 Other notes payable due 2022, interest rate of 2.10% as of March 31, 2022 15,780 — Deferred financing costs, net (28,625) (29,846) Total long-term debt 3,848,535 3,841,212 Current portion 207,751 63,125 Total long-term debt, less current portion $ 3,640,784 $ 3,778,087 As of March 31, 2022, 93.7%, or $3.6 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings. As of March 31, 2022, $72.6 million of letters of credit and no cash borrowings were outstanding under the Company's $80.0 million secured credit facility. The Company also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of March 31, 2022 under which $13.6 million had been issued as of that date. Financial Covenants Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, the Company's debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2022, the Company is in compliance with the financial covenants of its debt agreements.

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Leases	Leases As of March 31, 2022, the Company operated 298 communities under long-term leases (231 operating leases and 67 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. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2022, the Company is in compliance with the financial covenants of its long-term leases. 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. For the three months ended March 31, 2022 and 2021, the Company recognized $8.6 million and $9.0 million, respectively, of non-cash impairment charges in its operating results for its operating lease right-of-use assets, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2022 2021 Facility operating expense $ 1,523 $ 4,842 Facility lease expense 41,564 44,418 Operating lease expense 43,087 49,260 Operating lease expense adjustment (1) 8,307 4,664 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (1,490) (7,563) Operating net cash outflows from operating leases $ 49,904 $ 46,361 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2022 2021 Depreciation and amortization $ 7,665 $ 7,630 Interest expense: financing lease obligations 12,058 11,383 Financing lease expense $ 19,723 $ 19,013 Operating cash outflows from financing leases $ 12,058 $ 11,383 Financing cash outflows from financing leases 5,490 4,789 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (3,207) (1,389) Total net cash outflows from financing leases $ 14,341 $ 14,783 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of March 31, 2022 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2022 (nine months) $ 153,184 $ 51,412 2023 193,406 69,225 2024 194,140 70,438 2025 191,848 59,815 2026 76,588 61,069 Thereafter 206,501 53,286 Total lease payments 1,015,667 365,245 Purchase option liability and non-cash gain on future sale of property — 427,749 Imputed interest and variable lease payments (220,265) (234,754) Total lease obligations $ 795,402 $ 558,240
Leases	Leases As of March 31, 2022, the Company operated 298 communities under long-term leases (231 operating leases and 67 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. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2022, the Company is in compliance with the financial covenants of its long-term leases. 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. For the three months ended March 31, 2022 and 2021, the Company recognized $8.6 million and $9.0 million, respectively, of non-cash impairment charges in its operating results for its operating lease right-of-use assets, primarily due to the COVID-19 pandemic and lower than expected operating performance at certain communities. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2022 2021 Facility operating expense $ 1,523 $ 4,842 Facility lease expense 41,564 44,418 Operating lease expense 43,087 49,260 Operating lease expense adjustment (1) 8,307 4,664 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (1,490) (7,563) Operating net cash outflows from operating leases $ 49,904 $ 46,361 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2022 2021 Depreciation and amortization $ 7,665 $ 7,630 Interest expense: financing lease obligations 12,058 11,383 Financing lease expense $ 19,723 $ 19,013 Operating cash outflows from financing leases $ 12,058 $ 11,383 Financing cash outflows from financing leases 5,490 4,789 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (3,207) (1,389) Total net cash outflows from financing leases $ 14,341 $ 14,783 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of March 31, 2022 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2022 (nine months) $ 153,184 $ 51,412 2023 193,406 69,225 2024 194,140 70,438 2025 191,848 59,815 2026 76,588 61,069 Thereafter 206,501 53,286 Total lease payments 1,015,667 365,245 Purchase option liability and non-cash gain on future sale of property — 427,749 Imputed interest and variable lease payments (220,265) (234,754) Total lease obligations $ 795,402 $ 558,240

Investment in Unconsolidated Ve

Investment in Unconsolidated Ventures	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Investment in Unconsolidated Ventures	Investment in Unconsolidated VenturesAs of March 31, 2022, the Company holds a 20% equity interest, and affiliates of HCA Healthcare Inc. own an 80% interest, in the HCS Venture, and the Company has determined the HCS Venture is a VIE. The HCS Venture operates home health, hospice, and outpatient therapy agencies in the United States. 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 $57.2 million, which is included in investment in unconsolidated ventures on the accompanying unaudited condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to the HCS Venture.

Litigation

Litigation	3 Months Ended
	Mar. 31, 2022
Litigation [Abstract]
Litigation	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. The Centers for Medicare & Medicaid Services ("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

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows. (in thousands, except weighted average amount) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2022 2,862 $ 5.50 $ 15,743

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share During the three months ended March 31, 2022 and 2021, the Company reported a consolidated net loss. As a result of the net loss reported for the periods, all unvested restricted stock, restricted stock units, and potential shares issuable under warrants and convertible senior notes were antidilutive for the periods and as such were not included in the computation of diluted weighted average shares outstanding. 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 the shares would have been antidilutive. As of March 31, (in millions) 2022 2021 Restricted stock and restricted stock units 5.7 6.6 Warrants 16.3 16.3 Convertible senior notes 38.3 — Total 60.3 22.9 On July 26, 2020, the Company issued to Ventas, Inc. ("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.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The difference between the Company's effective tax rate for the three months ended March 31, 2022 and 2021 was due to the increase in the net deferred tax benefit recognized on operational losses and an increase in the tax benefit recognized on the vesting of restricted stock units and restricted stock awards due to an increase in the Company's stock price during the three months ended March 31, 2022. The Company recorded an aggregate deferred federal, state, and local tax benefit of $24.9 million for the three months ended March 31, 2022, which was offset by an increase to the valuation allowance of $22.6 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $25.2 million for the three months ended March 31, 2021, which was offset by additional valuation allowance of $25.5 million. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of March 31, 2022 and December 31, 2021 was $390.6 million and $368.0 million, respectively.

Supplemental Disclosure of Cash

Supplemental Disclosure of Cash Flow Information	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Disclosure of Cash Flow Information	Supplemental Disclosure of Cash Flow Information Three Months Ended (in thousands) 2022 2021 Supplemental Disclosure of Cash Flow Information: Interest paid $ 43,927 $ 47,129 Income taxes paid, net of refunds $ 341 $ 904 Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 39,326 $ 27,450 Capital expenditures - development, net 861 1,521 Capital expenditures - non-development - reimbursable 4,697 8,951 Trade accounts payable (4,928) 2,439 Net cash paid $ 39,956 $ 40,361 Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Non-cash lease transactions, net: Property, plant and equipment and leasehold intangibles, net $ 10,997 $ — Operating lease right-of-use assets (4,003) 16,721 Financing lease obligations (6,237) — Operating lease obligations (757) (16,721) Net $ — $ — Restricted cash consists principally of deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs, escrow deposits for real estate taxes, property insurance, and capital expenditures, and debt service reserve accounts required by certain lenders under mortgage debt agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) March 31, 2022 December 31, 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 289,247 $ 347,031 Restricted cash 24,791 26,845 Long-term restricted cash 64,455 64,438 Total cash, cash equivalents, and restricted cash $ 378,493 $ 438,314

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Information	Segment Information As of March 31, 2022, the Company has three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Prior to July 1, 2021, the Company had an additional reportable segment, Health Care Services. On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment. For periods beginning July 1, 2021, the results and financial position of its Health Care Services segment were deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting as of that date. Independent Living . The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs. Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for the Company's residents. The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias. CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus. All Other. All Other includes communities operated by the Company pursuant to management agreements. Under the management agreements for these communities, the Company receives management fees as well as reimbursement of expenses it incurs on behalf of the owners. Health Care Services . The Company's former Health Care Services segment included the home health, hospice, and outpatient therapy services provided to residents of many of its communities and to seniors living outside its communities. The Health Care Services segment did not include the skilled nursing and inpatient healthcare services provided in the Company's skilled nursing units, which are included in the Company's CCRCs segment. The following tables set forth selected segment financial data. Three Months Ended (in thousands) 2022 2021 Revenue and other operating income: Independent Living (1)(2) $ 124,406 $ 120,146 Assisted Living and Memory Care (1)(2) 432,488 392,042 CCRCs (1)(2) 80,456 73,463 All Other 40,470 74,360 Health Care Services (1)(2) — 89,434 Total revenue and other operating income $ 677,820 $ 749,445 Three Months Ended (in thousands) 2022 2021 Segment operating income: (3) Independent Living $ 37,684 $ 37,329 Assisted Living and Memory Care 76,863 71,433 CCRCs 10,039 7,608 All Other 3,329 8,566 Health Care Services — 2,403 Total segment operating income 127,915 127,339 General and administrative expense (including non-cash stock-based compensation expense) 45,126 49,943 Facility operating lease expense 41,564 44,418 Depreciation and amortization 85,684 83,891 Asset impairment 9,075 10,677 Income (loss) from operations $ (53,534) $ (61,590) As of (in thousands) March 31, 2022 December 31, 2021 Total assets: Independent Living (4) $ 1,324,425 $ 1,349,341 Assisted Living and Memory Care 3,573,911 3,601,144 CCRCs 686,480 693,386 Corporate and All Other 710,161 766,596 Total assets $ 6,294,977 $ 6,410,467 (1) All revenue and other operating income is earned from external third parties in the United States. (2) Includes other operating income recognized for the credits or grants pursuant to the employee retention credit and other government sources. Allocations to the applicable segment generally reflect the credits earned by the segment, the segment’s receipt and acceptance of the grant, or the segment’s proportional utilization of the grant. Other operating income by segment is as follows. Three Months Ended (in thousands) 2022 2021 Other operating income: Independent Living $ 2 $ 1,364 Assisted Living and Memory Care 356 5,104 CCRCs 18 1,684 Health Care Services — 2,583 Total other operating income $ 376 $ 10,735 (3) Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (4) The Company's Independent Living segment had a carrying amount of goodwill of $27.3 million as of both March 31, 2022 and December 31, 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 15, 2022.
Principles of Consolidation	Principles of Consolidation The condensed 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 unaudited condensed 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 Accounting Standards Codification 810, Consolidation
Use of Estimates	Use of EstimatesThe preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations.

Property, Plant and Equipment_2

Property, Plant and Equipment and Leasehold Intangibles, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment and Leasehold Intangibles, Net	As of March 31, 2022 and December 31, 2021, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) March 31, 2022 December 31, 2021 Land $ 502,610 $ 502,610 Buildings and improvements 5,274,249 5,262,136 Furniture and equipment 1,002,550 990,006 Resident and leasehold operating intangibles 302,995 303,737 Construction in progress 53,099 51,037 Assets under financing leases and leasehold improvements 1,636,738 1,609,217 Property, plant and equipment and leasehold intangibles 8,772,241 8,718,743 Accumulated depreciation and amortization (3,898,197) (3,814,451) Property, plant and equipment and leasehold intangibles, net $ 4,874,044 $ 4,904,292

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Debt	Long-term debt consists of the following: (in thousands) March 31, 2022 December 31, 2021 Fixed rate mortgage notes payable due 2023 through 2047; weighted average interest rate of 4.14% as of both March 31, 2022 and December 31, 2021 $ 2,158,942 $ 2,164,115 Variable rate mortgage notes payable due 2023 through 2030; weighted average interest rate of 2.76% and 2.44% as of March 31, 2022 and December 31, 2021, respectively 1,472,438 1,476,943 Convertible notes payable due October 2026; interest rate of 2.00% as of both March 31, 2022 and December 31, 2021 230,000 230,000 Other notes payable due 2022, interest rate of 2.10% as of March 31, 2022 15,780 — Deferred financing costs, net (28,625) (29,846) Total long-term debt 3,848,535 3,841,212 Current portion 207,751 63,125 Total long-term debt, less current portion $ 3,640,784 $ 3,778,087

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Lease Costs	A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2022 2021 Facility operating expense $ 1,523 $ 4,842 Facility lease expense 41,564 44,418 Operating lease expense 43,087 49,260 Operating lease expense adjustment (1) 8,307 4,664 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (1,490) (7,563) Operating net cash outflows from operating leases $ 49,904 $ 46,361 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2022 2021 Depreciation and amortization $ 7,665 $ 7,630 Interest expense: financing lease obligations 12,058 11,383 Financing lease expense $ 19,723 $ 19,013 Operating cash outflows from financing leases $ 12,058 $ 11,383 Financing cash outflows from financing leases 5,490 4,789 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (3,207) (1,389) Total net cash outflows from financing leases $ 14,341 $ 14,783
Finance Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of March 31, 2022 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2022 (nine months) $ 153,184 $ 51,412 2023 193,406 69,225 2024 194,140 70,438 2025 191,848 59,815 2026 76,588 61,069 Thereafter 206,501 53,286 Total lease payments 1,015,667 365,245 Purchase option liability and non-cash gain on future sale of property — 427,749 Imputed interest and variable lease payments (220,265) (234,754) Total lease obligations $ 795,402 $ 558,240
Lessee, Operating Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of March 31, 2022 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2022 (nine months) $ 153,184 $ 51,412 2023 193,406 69,225 2024 194,140 70,438 2025 191,848 59,815 2026 76,588 61,069 Thereafter 206,501 53,286 Total lease payments 1,015,667 365,245 Purchase option liability and non-cash gain on future sale of property — 427,749 Imputed interest and variable lease payments (220,265) (234,754) Total lease obligations $ 795,402 $ 558,240

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Grants of Restricted Stock and Restricted Stock Units	Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows. (in thousands, except weighted average amount) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2022 2,862 $ 5.50 $ 15,743

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of Potentially Dilutive Securities	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 the shares would have been antidilutive. As of March 31, (in millions) 2022 2021 Restricted stock and restricted stock units 5.7 6.6 Warrants 16.3 16.3 Convertible senior notes 38.3 — Total 60.3 22.9

Supplemental Disclosure of Ca_2

Supplemental Disclosure of Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Three Months Ended (in thousands) 2022 2021 Supplemental Disclosure of Cash Flow Information: Interest paid $ 43,927 $ 47,129 Income taxes paid, net of refunds $ 341 $ 904 Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 39,326 $ 27,450 Capital expenditures - development, net 861 1,521 Capital expenditures - non-development - reimbursable 4,697 8,951 Trade accounts payable (4,928) 2,439 Net cash paid $ 39,956 $ 40,361 Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Non-cash lease transactions, net: Property, plant and equipment and leasehold intangibles, net $ 10,997 $ — Operating lease right-of-use assets (4,003) 16,721 Financing lease obligations (6,237) — Operating lease obligations (757) (16,721) Net $ — $ —
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) March 31, 2022 December 31, 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 289,247 $ 347,031 Restricted cash 24,791 26,845 Long-term restricted cash 64,455 64,438 Total cash, cash equivalents, and restricted cash $ 378,493 $ 438,314

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following tables set forth selected segment financial data. Three Months Ended (in thousands) 2022 2021 Revenue and other operating income: Independent Living (1)(2) $ 124,406 $ 120,146 Assisted Living and Memory Care (1)(2) 432,488 392,042 CCRCs (1)(2) 80,456 73,463 All Other 40,470 74,360 Health Care Services (1)(2) — 89,434 Total revenue and other operating income $ 677,820 $ 749,445 Three Months Ended (in thousands) 2022 2021 Segment operating income: (3) Independent Living $ 37,684 $ 37,329 Assisted Living and Memory Care 76,863 71,433 CCRCs 10,039 7,608 All Other 3,329 8,566 Health Care Services — 2,403 Total segment operating income 127,915 127,339 General and administrative expense (including non-cash stock-based compensation expense) 45,126 49,943 Facility operating lease expense 41,564 44,418 Depreciation and amortization 85,684 83,891 Asset impairment 9,075 10,677 Income (loss) from operations $ (53,534) $ (61,590) As of (in thousands) March 31, 2022 December 31, 2021 Total assets: Independent Living (4) $ 1,324,425 $ 1,349,341 Assisted Living and Memory Care 3,573,911 3,601,144 CCRCs 686,480 693,386 Corporate and All Other 710,161 766,596 Total assets $ 6,294,977 $ 6,410,467 (1) All revenue and other operating income is earned from external third parties in the United States. (2) Includes other operating income recognized for the credits or grants pursuant to the employee retention credit and other government sources. Allocations to the applicable segment generally reflect the credits earned by the segment, the segment’s receipt and acceptance of the grant, or the segment’s proportional utilization of the grant. Other operating income by segment is as follows. Three Months Ended (in thousands) 2022 2021 Other operating income: Independent Living $ 2 $ 1,364 Assisted Living and Memory Care 356 5,104 CCRCs 18 1,684 Health Care Services — 2,583 Total other operating income $ 376 $ 10,735 (3) Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (4) The Company's Independent Living segment had a carrying amount of goodwill of $27.3 million as of both March 31, 2022 and December 31, 2021.

Description of Business (Detail

Description of Business (Details) - community	Jul. 01, 2021	Mar. 31, 2022
Segment Reporting Information [Line Items]
Number of senior living communities		678
Operating and financing leases, number of communities		298
Current Property Ownership Status
Segment Reporting Information [Line Items]
Number of communities owned		347
Operating and financing leases, number of communities		298
Number of communities managed by third party		33
Securities Purchase Agreement | HCA Healthcare, Inc. | Health Care Services
Segment Reporting Information [Line Items]
Sale of stock, percentage of ownership sold in transaction (as a percent)	80.00%
Sale of stock, percentage of ownership after transaction (as a percent)	20.00%

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 179,260	$ 182,393
Total long-term debt	3,848,535	3,841,212
Long-term debt, fair value	3,600,000
Long-term debt and lines of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total long-term debt	3,800,000	3,800,000
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 179,300	$ 182,400

Revenue - Additional Informatio

Revenue - Additional Information (Details) - USD ($) $ in Millions	Jul. 01, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Monthly resident fees		$ 34.2		$ 27.5
Revenue recognized		$ 40.1	$ 30.8
Securities Purchase Agreement | HCA Healthcare, Inc. | Health Care Services
Disaggregation of Revenue [Line Items]
Sale of stock, percentage of ownership sold in transaction (as a percent)	80.00%
Private pay | Revenue Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		93.40%	81.50%
Government reimbursement | Revenue Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		5.20%	14.60%
Other third-party payor programs | Revenue Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		1.40%	3.90%
Deferred Revenue and Credits
Disaggregation of Revenue [Line Items]
Contract with customer, liability		$ 73.6		$ 67.5

Property, Plant and Equipment_3

Property, Plant and Equipment and Leasehold Intangibles, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 8,772,241		$ 8,718,743
Accumulated depreciation and amortization	(3,898,197)		(3,814,451)
Property, plant and equipment and leasehold intangibles, net	4,874,044		4,904,292
Finance lease, right-of-use asset	335,600		332,300
Depreciation and amortization expense	85,700	$ 83,900
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	502,610		502,610
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	5,274,249		5,262,136
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	1,002,550		990,006
Resident and leasehold operating intangibles
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	302,995		303,737
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	53,099		51,037
Assets under financing leases and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 1,636,738		$ 1,609,217

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Deferred financing costs, net	$ (28,625)	$ (29,846)
Total long-term debt	3,848,535	3,841,212
Current portion	207,751	63,125
Long-term debt, less current portion	3,640,784	3,778,087
Mortgage notes payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 2,158,942	$ 2,164,115
Weighted average interest rate	4.14%	4.14%
Variable Mortgages
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 1,472,438	$ 1,476,943
Weighted average interest rate	2.76%	2.44%
Convertible Debt
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 230,000	$ 230,000
Convertible Debt | Convertible senior notes
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Weighted average interest rate	2.00%	2.00%
Other notes payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 15,780	$ 0
Weighted average interest rate	2.10%

Debt (Details)

Debt (Details)	Mar. 31, 2022USD ($)
Credit Facilities [Line Items]
Percentage of total debt (as a percent)	93.70%
Mortgages
Credit Facilities [Line Items]
Mortgage debt	$ 3,600,000,000
Line of Credit | Fifth Amended and Restated Credit Agreement | Letter of Credit Sublimit
Credit Facilities [Line Items]
Letters of credit issued	72,600,000
Line of Credit | Fifth Amended and Restated Credit Agreement | Letter of Credit
Credit Facilities [Line Items]
Letters of credit issued	13,600,000
Credit facility, maximum borrowing capacity	15,000,000
Line of Credit | Credit Agreement With Capital One, National Association | Revolving Credit Facility
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	$ 80,000,000

Leases (Details)

Leases (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)leasecommunity	Mar. 31, 2021USD ($)
Lessee, Lease, Description [Line Items]
Operating and financing leases, number of communities | community	298
Operating lease, number of communities	231
Financing leases, number of communities	67
CARES Act
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets | $	$ 8.6	$ 9
Minimum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term	20 years

Leases - Lease Costs (Details)

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Facility operating expense	$ 1,523	$ 4,842
Facility lease expense	41,564	44,418
Operating lease expense	43,087	49,260
Operating lease expense adjustment	8,307	4,664
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements	(1,490)	(7,563)
Operating net cash outflows from operating leases	49,904	46,361
Depreciation and amortization	7,665	7,630
Interest expense: financing lease obligations	12,058	11,383
Financing lease expense	19,723	19,013
Operating cash outflows from financing leases	12,058	11,383
Financing cash outflows from financing leases	5,490	4,789
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement	(3,207)	(1,389)
Total net cash outflows from financing leases	$ 14,341	$ 14,783

Leases - Maturity ASC 842 (Deta

Leases - Maturity ASC 842 (Details) $ in Thousands	Mar. 31, 2022USD ($)
Operating Leases
2022 (nine months)	$ 153,184
2023	193,406
2024	194,140
2025	191,848
2026	76,588
Thereafter	206,501
Total lease payments	1,015,667
Purchase option liability and non-cash gain on future sale of property	0
Imputed interest and variable lease payments	(220,265)
Total lease obligations	795,402
Financing Leases
2022 (nine months)	51,412
2023	69,225
2024	70,438
2025	59,815
2026	61,069
Thereafter	53,286
Total lease payments	365,245
Purchase option liability and non-cash gain on future sale of property	427,749
Imputed interest and variable lease payments	(234,754)
Total lease obligations	$ 558,240

Investment in Unconsolidated _2

Investment in Unconsolidated Ventures (Details) - Healthcare Services Venture - Variable Interest Entity, Not Primary Beneficiary $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)
Investments in and Advances to Affiliates [Line Items]
Ownership percentage (as a percent)	20.00%
Maximum exposure to loss	$ 57.2
HCA Healthcare, Inc.
Investments in and Advances to Affiliates [Line Items]
Ownership percentage (as a percent)	80.00%

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Unvested Restricted Stock - Omnibus Incentive Plan 2014 $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Unit and Stock Award Grants (in shares) | shares	2,862
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 5.50
Total Grant Date Fair Value | $	$ 15,743

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Potentially Dilutive Securities (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (shares)	60.3	22.9
Restricted stock and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (shares)	5.7	6.6
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (shares)	16.3	16.3
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (shares)	38.3	0

Earnings Per Share (Details)

Earnings Per Share (Details) - $ / shares shares in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 26, 2020
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Antidilutive securities (shares)	60.3	22.9
Convertible senior notes
Class of Stock [Line Items]
Antidilutive securities (shares)	38.3	0
Ventas, Inc | The Warrant
Class of Stock [Line Items]
Number of shares authorized to be purchased				16.3
Common stock, par value (in dollars per share)				$ 0.01
Share price (in usd per share)				$ 3

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Gross deferred federal, state and local tax expense (benefit)	$ 24.9	$ (25.2)
Increase (decrease) in valuation allowance	22.6	$ 25.5
Valuation allowance	$ 390.6		$ 368

Supplemental Disclosure of Ca_3

Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Disclosure of Cash Flow Information:
Interest paid	$ 43,927	$ 47,129
Income taxes paid, net of refunds	341	904
Net cash paid	39,956	40,361
Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	39,956	40,361
Trade accounts payable	(4,928)	2,439
Other non-cash lease transactions, net
Supplemental Disclosure of Cash Flow Information:
Property, plant and equipment and leasehold intangibles, net	10,997	0
Operating lease right-of-use assets	(4,003)	16,721
Financing lease obligations	(6,237)	0
Operating lease obligations	(757)	(16,721)
Net	0	0
Non-development | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	39,326	27,450
Development | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	861	1,521
Non-development - reimbursable | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	$ 4,697	$ 8,951

Supplemental Disclosure of Ca_4

Supplemental Disclosure of Cash Flow Information - Schedule of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 289,247	$ 347,031
Restricted cash	24,791	26,845
Long-term restricted cash	64,455	64,438
Total cash, cash equivalents, and restricted cash	$ 378,493	$ 438,314	$ 401,923	$ 465,148

Segment Information (Details)

Segment Information (Details) $ in Thousands	Jul. 01, 2021	Mar. 31, 2022USD ($)segment	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment		3
Revenue		$ 677,820	$ 749,445
Segment operating income		127,915	127,339
General and administrative expense (including non-cash stock-based compensation expense)		45,126	49,943
Facility lease expense		41,564	44,418
Depreciation and amortization		85,684	83,891
Asset impairment		9,075	10,677
Income (loss) from operations		(53,534)	(61,590)
Total assets		6,294,977		$ 6,410,467
Goodwill		27,321		27,321
Other operating income
Segment Reporting Information [Line Items]
Revenue		376	10,735
Independent Living
Segment Reporting Information [Line Items]
Goodwill		27,300		27,300
Independent Living | Other operating income
Segment Reporting Information [Line Items]
Revenue		2	1,364
Assisted Living and Memory Care | Other operating income
Segment Reporting Information [Line Items]
Revenue		356	5,104
CCRCs | Other operating income
Segment Reporting Information [Line Items]
Revenue		18	1,684
Health Care Services | HCA Healthcare, Inc. | Securities Purchase Agreement
Segment Reporting Information [Line Items]
Sale of stock, percentage of ownership sold in transaction (as a percent)	80.00%
Sale of stock, percentage of ownership after transaction (as a percent)	20.00%
Health Care Services | Other operating income
Segment Reporting Information [Line Items]
Revenue		0	2,583
Operating Segments | Independent Living
Segment Reporting Information [Line Items]
Revenue		124,406	120,146
Segment operating income		37,684	37,329
Total assets		1,324,425		1,349,341
Operating Segments | Assisted Living and Memory Care
Segment Reporting Information [Line Items]
Revenue		432,488	392,042
Segment operating income		76,863	71,433
Total assets		3,573,911		3,601,144
Operating Segments | CCRCs
Segment Reporting Information [Line Items]
Revenue		80,456	73,463
Segment operating income		10,039	7,608
Total assets		686,480		693,386
Operating Segments | Corporate and All Other
Segment Reporting Information [Line Items]
Revenue		40,470	74,360
Segment operating income		3,329	8,566
Total assets		710,161		$ 766,596
Operating Segments | Health Care Services
Segment Reporting Information [Line Items]
Revenue		0	89,434
Segment operating income		$ 0	$ 2,403