
• | Same community revenue grew 2.0% year over year and 2.4% sequentially. |
• | Completed the sale of the Company's interest in 14 unconsolidated Entry Fee CCRC communities and received $100.0 million of income from the termination of the related management agreements. |
• | Ended the quarter with $500.7 million of cash and cash equivalents and marketable securities on hand and, in the regular course of business, refinanced the majority of the Company's 2020 debt maturities. |
• | Restricted community access to help protect residents resulting in fewer move-ins in the second half of March, partially offset by fewer move-outs. |
($ in millions, except RevPAR and RevPOR) | Year-Over-Year Increase / (Decrease) | Sequential Increase / (Decrease) | |||||||||||||||
1Q 2020 | 1Q 2019 | Amount | Percent | 4Q 2019 | Amount | Percent | |||||||||||
Resident fees | $ | 639.0 | $ | 626.2 | $ | 12.8 | 2.0% | $ | 624.0 | $ | 15.0 | 2.4% | |||||
Facility operating expense | $ | 438.1 | $ | 417.3 | $ | 20.8 | 5.0% | $ | 430.5 | $ | 7.6 | 1.8% | |||||
RevPAR | $ | 4,231 | $ | 4,148 | $ | 83 | 2.0% | $ | 4,132 | $ | 99 | 2.4% | |||||
Weighted average occupancy | 83.5 | % | 84.3 | % | (80 | ) bps | n/a | 85.0 | % | (150 | ) bps | n/a | |||||
RevPOR | $ | 5,070 | $ | 4,919 | $ | 151 | 3.1% | $ | 4,863 | $ | 207 | 4.3% | |||||
Year-Over-Year Increase / (Decrease) | Change Attributable To: | ||||||||||||||||||
($ in millions) | 1Q 2020 | 1Q 2019 | Amount | Percent | Transactions | Lease Standard | |||||||||||||
Resident fee and management fee revenue | $ | 891.4 | $ | 825.2 | $ | 66.2 | 8.0 | % | $ | 70.5 | $ | (2.8 | ) | ||||||
Facility operating expense | 588.5 | 586.1 | 2.4 | 0.4 | % | (20.2 | ) | (9.2 | ) | ||||||||||
Net income (loss) | 369.5 | (42.6 | ) | 412.1 | NM | See note (2) | 6.4 | (2) | |||||||||||
Adjusted EBITDA (3) | 185.1 | 116.6 | 68.5 | 58.7 | % | 87.8 | 6.4 | ||||||||||||
Adjusted EBITDA, excluding $100.0 million management termination fee and COVID-19 expense | 95.1 | 116.6 | (21.5 | ) | (18.4 | )% | (12.2 | ) | 6.4 | ||||||||||
(1) | The same community portfolio includes operating results and data for 641 communities utilizing the Company's methodology for determining same store communities, which excludes communities acquired or disposed of since the beginning of the prior 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, certain communities that have expansion, redevelopment, and repositioning projects that are anticipated to be under construction in the current year, and certain communities that have experienced a casualty event that significantly impacts their operations. Same community operating results exclude (i) hurricane and natural disaster expense of $0.1 million for the first quarter ended 2019 and insurance recoveries of $1.4 million for the first quarter of 2020, (ii) direct costs incurred to prepare for and respond to the COVID-19 pandemic of $9.1 million for the first quarter 2020, and (iii) for the 2019 periods, the additional resident fee revenue and facility operating expense recognized as a result of the application of the lease accounting standard ASC 842 of approximately $2.5 million and $8.5 million, respectively, for the first quarter of 2019 and $9.7 million and $13.7 million, respectively, for the fourth quarter of 2019. |
(2) | The change in net income (loss) attributable to transactions is not presented as certain impacts are not available without unreasonable effort. The change attributable to the lease standard represents the 2019 impact of the timing of the revenue and cost recognition associated with residency agreements related to the adoption of the lease standard. |
(3) | Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measures, and other important information regarding the use of the Company's non-GAAP financial measures. Unless otherwise indicated, Adjusted EBITDA for the first quarter of 2020 includes the $100.0 million management agreement termination fee payment received from Healthpeak Properties, Inc. ("Healthpeak") related to the sale of Brookdale’s interest in the entry fee CCRC venture, which closed on January 31, 2020, and $10.0 million of direct costs, primarily consisting of acquisition of personal protective equipment ("PPE"), medical equipment, cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, and increased labor expense, incurred to prepare for and respond to the COVID-19 pandemic. Additionally, Adjusted EBITDA for the first quarter of 2020 includes a negative impact to resident fees as a result of the COVID-19 pandemic. |
• | Impacts of Transactions, COVID-19, and Lease Accounting Changes on Comparability: |
• | Since January 1, 2019, the Company completed dispositions, through sales and lease terminations, of 26 communities (2,455 units), which resulted in $22.4 million and $20.2 million less resident fee revenue and facility operating expense, respectively, for the first quarter of 2020 compared to the first quarter of 2019. Net income for the first quarter of 2020 includes $370.7 million of net gain on sale of assets resulting from the sale of the Company's interest in the CCRC Venture. |
• | The Company transitioned management arrangements on 125 net communities since January 1, 2019, generally for interim management arrangements on formerly leased or owned communities and management arrangements on certain former unconsolidated ventures in which it sold its interest. Reduced management fees for the first quarter of 2020 resulting from these transitions were offset by the Company's receipt of the $100.0 million management termination fee payment from Healthpeak, resulting in a net increase of $93.0 million of management fee revenue compared to the first quarter of 2019. |
• | The Company recognized $10.0 million of facility operating expenses during the first quarter of 2020 for direct costs to prepare for, and respond to, the COVID-19 pandemic, primarily consisting of acquisition of PPE, medical equipment, cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, and increased labor expense. Additionally, resident fee revenue was negatively impacted as a result of the COVID-19 pandemic in the first quarter of 2020. |
• | Consolidated results for the first quarter of 2019 include $2.8 million and $9.2 million of non-cash resident fees and facility operating expense, respectively, resulting from the Company's adoption of the new lease standard and its application to residency agreements and costs related thereto beginning January 1, 2019, resulting in a non-cash net impact of negative $6.4 million to net income (loss) and Adjusted EBITDA, respectively, for the prior year quarter. |
• | Resident fee and management fee revenue: |
• | Excluding the impact of transactions and the lease accounting standard, consolidated resident fee and management fee revenue decreased 0.2% over the prior year quarter primarily due to a decrease in revenue for home health services. The decrease was partially offset by a 2.0% increase in same community RevPAR, comprised of a 3.1% increase in same community RevPOR and an 80 basis point decrease in same community weighted average occupancy. |
• | First quarter 2020 consolidated RevPAR increased $127, or 3.1%, to $4,229 compared to the first quarter of the prior year. |
• | Facility operating expense: Excluding the impact of transactions and the lease accounting standard, facility operating expense increased $31.8 million, or 5.7%, primarily due to an increase in community labor expense attributable to wage rate increases, an extra day of expense due to the leap year, and an increase in employee benefits expense. |
• | Net income (loss): |
• | The increase in net income compared to the prior year quarter was primarily attributable to a $373.5 million increase in net gain on sale of assets, primarily resulting from the sale of the Company's interest in the CCRC Venture, partially offset by a $77.8 million increase in asset impairment, as well as the revenue and facility operating expense factors noted above. |
• | General and administrative expense of $54.6 million for the first quarter of 2020 represents a $1.7 million, or 3.0%, decrease from the prior year quarter, primarily due to a reduction in the Company’s corporate headcount, as it scaled general and administrative costs in connection with community dispositions, and a reduction in travel costs. The decrease was partially offset by a $1.5 million increase in transaction and organizational restructuring costs incurred in the current quarter. |
• | Adjusted EBITDA: The increase compared to the prior year quarter was primarily attributable to the $100.0 million management termination fee proceeds, as well as the other revenue and expense factors previously discussed. |
• | Resident fees: |
• | The year-over-year increase was attributable to the increase in RevPOR, primarily the result of in-place rent increases, partially offset by the 80 basis point decrease in same community weighted average occupancy. |
• | The decrease in the same community weighted average occupancy reflects the impacts of reduced move-in activity in the second half of March 2020 as the Company restricted access to its communities in response to the COVID-19 pandemic and an increase in non-controllable move outs for the quarter. |
• | Facility operating expense: The year-over-year increase was primarily due to a 5.8% increase in labor expense arising from increases in wage rates, an extra day of expense due to the leap year, and an increase in employee benefits expense. |
Increase / (Decrease) | |||||||||||
($ in millions) | 1Q 2020 | 1Q 2019 | Amount | Percent | |||||||
Resident fee revenue | |||||||||||
Home health | $ | 65.9 | $ | 84.2 | $ | (18.3 | ) | (21.7 | )% | ||
Hospice | 23.2 | 21.7 | 1.5 | 6.9 | % | ||||||
Outpatient therapy | 5.7 | 5.6 | 0.1 | 1.8 | |||||||
Total resident fee revenue | 94.8 | 111.5 | (16.7 | ) | (15.0 | )% | |||||
Facility operating expense | 103.9 | 103.4 | 0.5 | 0.5 | % | ||||||
• | Resident fee revenue: Health Care Services revenue declined due primarily to a decrease in revenue for home health services, which reflects the implementation of the Patient-Driven Grouping Model ("PDGM"), an alternate home health case mix adjustment methodology with a 30-day unit of payment, which became effective beginning January 1, 2020, a decrease in home health average daily census, and a significant decrease in key medical referrals in the later part of the quarter, due to the pandemic. The decrease in resident fees was partially offset by an increase in volume for hospice services. |
• | Facility operating expense: The year-over-year increase in facility operating expense was primarily attributable to an increase in labor costs arising from wage rate increases and the expansion of hospice services throughout 2019. The increase in facility operating expenses was partially offset by a decrease in labor costs for home health services. |
Increase / (Decrease) | ||||||||||
($ in millions) | 1Q 2020 | 1Q 2019 | Amount | Percent | ||||||
Management fees | $ | 108.7 | $ | 15.7 | $ | 93.0 | NM | |||
• | Management fees: The year-over-year increase in management fees was primarily attributable to the $100.0 million management termination fee payment from Healthpeak, recognized during the first quarter of 2020. Excluding the termination fee payment, management fees decreased $7.0 million from first quarter of 2019 due to the transition of management arrangements on 125 net communities since January 1, 2019, generally for management arrangements on certain former unconsolidated ventures in which the Company sold its interest and interim management arrangements on formerly leased or owned communities. |
Increase / (Decrease) | ||||||||||
($ in millions) | 1Q 2020 | 1Q 2019 | Amount | Percent | ||||||
Net cash provided by (used in) operating activities | $ | 57.5 | $ | (5.0 | ) | $ | 62.5 | NM | ||
Adjusted Free Cash Flow (4) | 5.2 | (47.0 | ) | 52.2 | NM | |||||
(4) | Adjusted Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure and other important information regarding the use of the Company's non-GAAP financial measures. |
• | Net cash provided by (used in) operating activities: The year-over-year increase in net cash provided by operating activities was primarily attributable to the $100.0 million management termination fee payment from Healthpeak received during the current year period. This change was partially offset by the $18.3 million decrease in revenue for home health services and the $20.8 million increase in same community facility operating expense during the current year period. |
• | Adjusted Free Cash Flow: |
• | The increase in Adjusted Free Cash Flow compared to the prior year first quarter was attributable to the Adjusted EBITDA factors noted previously, partially offset by: |
◦ | A $10.5 million decrease in cash provided by operating activities for changes in operating assets and liabilities, including the impacts of an increase in cash paid for accounts payable during the first quarter of 2020. |
◦ | A $6.0 million increase in non-development capital expenditures, net. First quarter 2020 non-development capital expenditures, net were $60.6 million. |
• | Total Liquidity: |
• | Total liquidity for the Company was $536.0 million as of March 31, 2020, an increase of $54.7 million from total liquidity of $481.3 million as of December 31, 2019, which was primarily attributable to the transactions with Healthpeak completed during the current period. |
• | Total liquidity as of March 31, 2020 included $392.7 million of unrestricted cash and cash equivalents, $108.0 million of marketable securities, and $35.3 million of availability on the Company's secured credit facility. |
• | Share Repurchases: Out of an abundance of caution during the pandemic, in mid-March, the Company suspended share repurchases under its existing share repurchase authorization. Prior to that, the Company repurchased $18.1 million of shares of common stock in open market transactions during the quarter pursuant to the repurchase program (approximately 3.1 million shares at an average purchase price of $5.92 per share). As of March 31, 2020, approximately $44.0 million remained available under the repurchase program. |
• | CCRC Venture and Healthpeak Master Lease Transactions: On January 31, 2020, the Company completed three previously announced transactions with Healthpeak, including: (i) the Company's sale of its 51% equity interest in 14 unconsolidated entry fee CCRC communities (6,383 units), Healthpeak's payment of a $100.0 million management termination fee to the Company, and transition of operations for the communities to a new operator; (ii) the Company’s acquisition of 18 communities (2,014 units) formerly leased from Healthpeak for a total purchase price of $405.5 million; and (iii) the parties' amendment and restatement of the master lease for 25 communities (2,711 units). As a result of the transactions, the Company recognized a $370.7 million gain on the sale of the equity interest in the entry fee CCRC communities and a $19.7 million gain on debt extinguishment. The Company obtained $192.6 million of debt secured by the non-recourse first mortgages on 13 of the acquired communities. Seventy percent of the principal amount bears interest at a fixed rate of 3.62%, and the remaining thirty 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. On March 20, 2020, the Company obtained $30.0 million of debt secured by the non-recourse first mortgage on one additional acquired community. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 250 basis points and matures in March 2022. |
• | Leased Community Acquisitions: On January 22, 2020, the Company acquired eight leased communities (336 units) from National Health Investors, Inc. ("NHI") pursuant to the exercise of a purchase option for a purchase price of $39.3 million. On March 19, 2020, the Company obtained $29.2 million of debt secured by the non-recourse first mortgages on seven communities. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 225 basis points and matures in April 2030. |
• | Community Dispositions and Assets Held for Sale: During the first quarter of 2020, the Company completed the sale of one owned community (78 units) for cash proceeds of $5.5 million, net of transaction costs, and terminated the lease on one community (89 units). As of March 31, 2020, two unencumbered communities were classified as held for sale, resulting in $37.4 million being recorded as assets held for sale. |
• | Management Transitions: The Company transitioned management on 20 communities to new operators during the first quarter of 2020, most of which were managed under management arrangements on certain former unconsolidated ventures in which the Company sold its interest. Management fees for the first quarter of 2020 include approximately $103.7 million of management fees attributable to communities for which the Company’s management agreements were terminated since January 1, 2020 or are expected to terminate in 2020, including management agreements on communities owned by the CCRC venture, management arrangements on certain former unconsolidated ventures in which the Company sold its interest, and interim management arrangements on formerly leased communities. |
• | Refinancing Activity: On March 31, 2020, the Company obtained $149.3 million of debt secured by the non-recourse first mortgages on 18 communities. Of the total principal, $73.1 million bears interest at a fixed rate of 3.55% and the remaining $76.2 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 210 basis points. The debt matures in April 2030. The $149.3 million of proceeds from the financing were utilized to repay $136.3 million of outstanding mortgage debt maturing in 2020. |
• | Operations and Sales. The Company continues to serve and care for seniors through the pandemic, as its residential and healthcare services are considered essential services under stay-at-home orders and recommendations that were adopted by federal, state, and local governments beginning in March 2020. The health and safety of the Company’s residents, patients, and associates is and has been the Company's highest priority. The Company’s preparation and response efforts center on infection prevention and control protocols. Seeking to prevent the introduction of COVID-19 into communities, and to help control further exposure to infections within communities, in March 2020 the Company began restricting visitors at all its communities to essential healthcare personnel and certain compassionate care situations, screening associates and permitted visitors, suspending group outings, modifying communal dining and programming to comply with social distancing guidelines and, in most cases, implementing in-room only dining and activities programming, requesting that residents refrain from leaving the community unless medically necessary, and requiring new residents and residents returning from a hospital or nursing home to isolate in their apartment for fourteen days. In certain communities, upon confirmation of positive COVID-19 exposure, the Company follows government guidance regarding minimizing further exposure, including associates' adhering to personal protection protocols, restricting new resident admissions, and in some cases isolating residents. Due to the vulnerable nature of the Company’s residents, it expects many of these restrictions will continue at its communities for some time, even as federal, state, and local stay-at-home and social distancing orders and recommendations are relaxed. The Company has commenced a resident and associate testing program, which will be undertaken at substantially all its communities using a phased approach over the near term, due to the apparent ability of asymptomatic individuals to transmit the virus. |
• | Occupancy and Revenue. The pandemic and the Company’s response efforts began to adversely impact occupancy and resident fee revenue during the first quarter of 2020, primarily during the second half of March as new resident leads, visits (including virtual visits), and move-in activity declined significantly compared to typical levels. This trend continued through April 2020, resulting in the Company’s consolidated senior housing occupancy decreasing from 82.2% as of March 31, 2020 to 80.0% as of April 30, 2020. The Company’s home health average daily census also began to decrease in March 2020 as referrals declined significantly due to suspension of elective medical procedures and discharges increasing as a result of stay-at-home orders and recommendations, resulting in home health census of 13,306 patients as of March 31, 2020. The Company expects further deterioration in its resident fee revenue resulting from fewer move-ins and resident attrition inherent in its business, which may increase due to the impacts of COVID-19. Lower than normal controllable move-out activity during the pandemic may continue to partially offset future adverse revenue impacts. |
• | Expense. Facility operating expense for the three months ended March 31, 2020 includes $10.0 million of incremental direct costs to prepare for and respond to the pandemic, including costs for acquisition of additional PPE, medical equipment, and cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, and increased labor expense. Such costs have escalated following March 31, 2020, and the Company expects such costs to further include increased workers compensation expense, health plan expense, insurance premiums and retention, and consulting and professional services costs, as well as costs for COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. The Company is not able to reasonably predict the total amount of costs it will incur related to the pandemic, and such costs are likely to be substantial. |
• | Government Assistance. During April 2020, the Company received $29.5 million of grants and $85.0 million of accelerated/advanced Medicare payments pursuant to programs created or expanded under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act). The Company also intends to utilize the CARES Act payroll tax deferral program to delay payment of approximately $76 million of the employer portion of payroll taxes estimated to be incurred between March 27, 2020 and December 31, 2020. The grants received are subject to the terms and conditions of the program, including that such |
• | Liquidity. The Company has taken, and continues to take, actions to enhance and preserve liquidity in response to the pandemic. As of March 17, 2020, the Company drew the full available balance of $166.4 million on the revolving credit facility. Additionally, the Company suspended repurchases under its existing share repurchase program. The Company has also delayed or canceled a number of elective capital expenditure projects resulting in an approximate $50 million reduction to expected full-year 2020 capital expenditures. The Company believes that its cash flows from operations, together with cash on hand, amounts available under its secured credit facility, and proceeds from anticipated dispositions of owned communities and financings, and refinancings of various assets, will be sufficient to fund its liquidity needs for at least the next 12 months, assuming continued access to credit markets and the impacts of the pandemic on the economy and the industry begin to moderate in the near term. As of March 31, 2020, the Company’s remaining 2020 and 2021 maturities are $69.7 million and $333.1 million, respectively. The Company has commenced efforts to refinance those and other maturities with non-recourse mortgage debt. |
Three Months Ended March 31, | |||||||
(in thousands, except per share data) | 2020 | 2019 | |||||
Revenue | |||||||
Resident fees | $ | 782,707 | $ | 809,479 | |||
Management fees | 108,715 | 15,743 | |||||
Reimbursed costs incurred on behalf of managed communities | 122,717 | 216,822 | |||||
Total revenue | 1,014,139 | 1,042,044 | |||||
Expense | |||||||
Facility operating expense (excluding facility depreciation and amortization of $84,301 and $88,827, respectively) | 588,482 | 586,094 | |||||
General and administrative expense (including non-cash stock-based compensation expense of $5,957 and $6,356, respectively) | 54,595 | 56,311 | |||||
Facility operating lease expense | 64,481 | 68,668 | |||||
Depreciation and amortization | 90,738 | 96,888 | |||||
Asset impairment | 78,226 | 391 | |||||
Loss (gain) on facility lease termination and modification, net | — | 209 | |||||
Costs incurred on behalf of managed communities | 122,717 | 216,822 | |||||
Total operating expense | 999,239 | 1,025,383 | |||||
Income (loss) from operations | 14,900 | 16,661 | |||||
Interest income | 1,455 | 3,084 | |||||
Interest expense: | |||||||
Debt | (41,763 | ) | (45,643 | ) | |||
Financing lease obligations | (13,282 | ) | (16,743 | ) | |||
Amortization of deferred financing costs and debt discount | (1,315 | ) | (979 | ) | |||
Gain (loss) on debt modification and extinguishment, net | 19,181 | (67 | ) | ||||
Equity in earnings (loss) of unconsolidated ventures | (1,008 | ) | (526 | ) | |||
Gain (loss) on sale of assets, net | 372,839 | (702 | ) | ||||
Other non-operating income (loss) | 2,662 | 2,988 | |||||
Income (loss) before income taxes | 353,669 | (41,927 | ) | ||||
Benefit (provision) for income taxes | 15,828 | (679 | ) | ||||
Net income (loss) | 369,497 | (42,606 | ) | ||||
Net (income) loss attributable to noncontrolling interest | 18 | 11 | |||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | 369,515 | $ | (42,595 | ) | ||
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders: | |||||||
Basic | $ | 2.01 | $ | (0.23 | ) | ||
Diluted | $ | 2.00 | $ | (0.23 | ) | ||
Weighted average common shares outstanding: | |||||||
Basic | 184,186 | 186,747 | |||||
Diluted | 184,522 | 186,747 | |||||
(in thousands) | March 31, 2020 | December 31, 2019 | |||||
Cash and cash equivalents | $ | 392,674 | $ | 240,227 | |||
Marketable securities | 108,039 | 68,567 | |||||
Restricted cash | 23,908 | 26,856 | |||||
Accounts receivable, net | 135,531 | 133,613 | |||||
Assets held for sale | 37,397 | 42,671 | |||||
Prepaid expenses and other current assets, net | 104,432 | 84,241 | |||||
Total current assets | 801,981 | 596,175 | |||||
Property, plant and equipment and leasehold intangibles, net | 5,298,910 | 5,109,834 | |||||
Operating lease right-of-use assets | 1,080,304 | 1,159,738 | |||||
Other assets, net | 320,500 | 328,686 | |||||
Total assets | $ | 7,501,695 | $ | 7,194,433 | |||
Current liabilities | $ | 686,100 | $ | 1,046,972 | |||
Long-term debt, less current portion | 3,644,542 | 3,215,710 | |||||
Financing lease obligations, less current portion | 562,348 | 771,434 | |||||
Operating lease obligations, less current portion | 1,272,448 | 1,277,178 | |||||
Line of credit | 166,381 | — | |||||
Other liabilities | 117,646 | 184,414 | |||||
Total liabilities | 6,449,465 | 6,495,708 | |||||
Total Brookdale Senior Living Inc. stockholders' equity | 1,049,879 | 696,356 | |||||
Noncontrolling interest | 2,351 | 2,369 | |||||
Total equity | 1,052,230 | 698,725 | |||||
Total liabilities and equity | $ | 7,501,695 | $ | 7,194,433 | |||
Three Months Ended March 31, | |||||||
(in thousands) | 2020 | 2019 | |||||
Cash Flows from Operating Activities | |||||||
Net income (loss) | $ | 369,497 | $ | (42,606 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Loss (gain) on debt modification and extinguishment, net | (19,181 | ) | 67 | ||||
Depreciation and amortization, net | 92,053 | 97,867 | |||||
Asset impairment | 78,226 | 391 | |||||
Equity in (earnings) loss of unconsolidated ventures | 1,008 | 526 | |||||
Distributions from unconsolidated ventures from cumulative share of net earnings | — | 749 | |||||
Amortization of entrance fees | (377 | ) | (398 | ) | |||
Proceeds from deferred entrance fee revenue | 343 | 436 | |||||
Deferred income tax (benefit) provision | (21,767 | ) | 170 | ||||
Operating lease expense adjustment | (6,733 | ) | (4,383 | ) | |||
Loss (gain) on sale of assets, net | (372,839 | ) | 702 | ||||
Loss (gain) on facility lease termination and modification, net | — | 209 | |||||
Non-cash stock-based compensation expense | 5,957 | 6,356 | |||||
Non-cash management contract termination gain | — | (353 | ) | ||||
Other | (1,460 | ) | (2,495 | ) | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (2,033 | ) | (4,550 | ) | |||
Prepaid expenses and other assets, net | (1,696 | ) | 12,358 | ||||
Prepaid insurance premiums financed with notes payable | (17,434 | ) | (18,842 | ) | |||
Trade accounts payable and accrued expenses | (47,919 | ) | (41,358 | ) | |||
Refundable fees and deferred revenue | (2,254 | ) | (9,855 | ) | |||
Operating lease assets and liabilities for lessor capital expenditure reimbursements | 4,088 | — | |||||
Net cash provided by (used in) operating activities | 57,479 | (5,009 | ) | ||||
Cash Flows from Investing Activities | |||||||
Change in lease security deposits and lease acquisition deposits, net | 3,211 | (320 | ) | ||||
Purchase of marketable securities | (89,414 | ) | (68,348 | ) | |||
Sale and maturities of marketable securities | 50,000 | — | |||||
Capital expenditures, net of related payables | (69,385 | ) | (60,055 | ) | |||
Acquisition of assets, net of related payables and cash received | (446,688 | ) | — | ||||
Investment in unconsolidated ventures | (268 | ) | (3,986 | ) | |||
Distributions received from unconsolidated ventures | — | 3,178 | |||||
Proceeds from sale of assets, net | 304,617 | 29,458 | |||||
Net cash provided by (used in) investing activities | (247,927 | ) | (100,073 | ) | |||
Cash Flows from Financing Activities | |||||||
Proceeds from debt | 471,785 | 25,178 | |||||
Repayment of debt and financing lease obligations | (263,226 | ) | (28,400 | ) | |||
Proceeds from line of credit | 166,381 | — | |||||
Purchase of treasury stock, net of related payables | (18,123 | ) | (9,956 | ) | |||
Payment of financing costs, net of related payables | (5,815 | ) | (759 | ) | |||
Payments of employee taxes for withheld shares | (3,898 | ) | (2,997 | ) | |||
Other | 146 | 298 | |||||
Net cash provided by (used in) financing activities | 347,250 | (16,636 | ) | ||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 156,802 | (121,718 | ) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 301,697 | 450,218 | |||||
Cash, cash equivalents, and restricted cash at end of period | $ | 458,499 | $ | 328,500 | |||
Three Months Ended March 31, | |||||||
(in thousands) | 2020 | 2019 | |||||
Net income (loss) | $ | 369,497 | $ | (42,606 | ) | ||
Provision (benefit) for income taxes | (15,828 | ) | 679 | ||||
Equity in (earnings) loss of unconsolidated ventures | 1,008 | 526 | |||||
Loss (gain) on debt modification and extinguishment, net | (19,181 | ) | 67 | ||||
Loss (gain) on sale of assets, net | (372,839 | ) | 702 | ||||
Other non-operating (income) loss | (2,662 | ) | (2,988 | ) | |||
Interest expense | 56,360 | 63,365 | |||||
Interest income | (1,455 | ) | (3,084 | ) | |||
Income (loss) from operations | 14,900 | 16,661 | |||||
Depreciation and amortization | 90,738 | 96,888 | |||||
Asset impairment | 78,226 | 391 | |||||
Loss (gain) on facility lease termination and modification, net | — | 209 | |||||
Operating lease expense adjustment | (6,733 | ) | (4,383 | ) | |||
Non-cash stock-based compensation expense | 5,957 | 6,356 | |||||
Transaction and organizational restructuring costs | 1,981 | 461 | |||||
Adjusted EBITDA(1) (2) | $ | 185,069 | $ | 116,583 | |||
$100.0 million management termination fee | (100,000 | ) | — | ||||
COVID-19 expense | 10,000 | — | |||||
Adjusted EBITDA, excluding $100.0 million management termination fee and COVID-19 expense | $ | 95,069 | $ | 116,583 | |||
(1) | Adjusted EBITDA for the three months ended March 31, 2019 includes a negative non-recurring net impact of $6.4 million from the application of the lease accounting standard effective January 1, 2019. |
(2) | Adjusted EBITDA for the first quarter of 2020 includes the $100.0 million management agreement termination fee received from Healthpeak related to the sale of Brookdale’s interest in the entry fee CCRC venture, which closed on January 31, 2020, and $10.0 million of direct costs, primarily consisting of acquisition of PPE, medical equipment, cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, and increased labor expense, incurred to prepare for and respond to the COVID-19 pandemic. Additionally, Adjusted EBITDA for the first quarter of 2020 includes a negative impact to resident fees as a result of the COVID-19 pandemic. |
Three Months Ended March 31, | |||||||
(in thousands) | 2020 | 2019 | |||||
Net cash provided by (used in) operating activities | $ | 57,479 | $ | (5,009 | ) | ||
Net cash provided by (used in) investing activities | (247,927 | ) | (100,073 | ) | |||
Net cash provided by (used in) financing activities | 347,250 | (16,636 | ) | ||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 156,802 | $ | (121,718 | ) | ||
Net cash provided by (used in) operating activities | $ | 57,479 | $ | (5,009 | ) | ||
Distributions from unconsolidated ventures from cumulative share of net earnings | — | (749 | ) | ||||
Changes in prepaid insurance premiums financed with notes payable | 17,434 | 18,842 | |||||
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (4,088 | ) | — | ||||
Non-development capital expenditures, net | (60,556 | ) | (54,602 | ) | |||
Payment of financing lease obligations | (5,087 | ) | (5,453 | ) | |||
Adjusted Free Cash Flow (1) (2) | $ | 5,182 | $ | (46,971 | ) | ||
(1) | Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $2.0 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively. |
(2) | Adjusted Free Cash Flow for the first quarter of 2020 includes the $100.0 million management agreement termination fee received from Healthpeak related to the sale of Brookdale’s interest in the entry fee CCRC venture, which closed on January 31, 2020, and $10.0 million of direct costs, primarily consisting of acquisition of PPE, medical equipment, cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, and increased labor expense, incurred to prepare for and respond to the COVID-19 pandemic. |