What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-19 · 18 added, 73 removed, 33 unchanged (73% of the section changed)

6 unchanged sentences

We may determine to pay a regular quarterly dividend to the holders of our common stock in the future, but in the near term, we anticipate deploying capital to, among other uses, fund:

opportunistic share repurchases, planned capital expenditures, any acquisition, investment, development, or potential lease restructuring opportunities that we identify, investments to support our strategy, or reductions to our debt and lease leverage.

planned capital expenditures;

any acquisition, investment, development, or potential lease restructuring opportunities that we identify;

investments to support our strategy;

or reductions to our debt and lease leverage.

Our ability to pay and maintain cash dividends in the future will be based on many factors, including then-existing contractual restrictions or limitations, our ability to execute our strategy, our ability to negotiate favorable lease and other contractual terms, anticipated operating expense levels, our capital expenditure plans, the level of demand for our units, occupancy rates, the rates we charge, and our liquidity position.

3 unchanged sentences

Share Price Performance Graph

The following graph compares the five-year cumulative total return for Brookdale common stock with the comparable cumulative return of the S&P 500, Russell 3000, and S&P Health Care Indices.

We are not a constituent company of the S&P 500 Index and have determined to replace the S&P 500 Index with the Russell 3000 Index because we, and companies with market capitalizations comparable to ours, are included in the Russell 3000 Index.

The return of the S&P 500 Index is included in the graph to aid in comparison for the transition year.

The following graph compares the five-year cumulative total return for Brookdale common stock with the comparable cumulative return of the Russell 3000 and S&P Health Care Indices.

The graph assumes that a person invested $100 in Brookdale stock and each of the indices on December 31, 2015 and that dividends are reinvested.

The comparisons in this graph are not intended to forecast or be indicative of possible future performance of Brookdale shares or such indices.

12/15 12/16 12/17 12/18 12/19 12/20

Brookdale Senior Living Inc.

$ 100.00 $ 67.28 $ 52.55 $ 36.29 $ 39.38 $ 24.00

Russell 3000 100.00 112.74 136.56 129.40 169.54 204.95

S&P Health Care 100.00 97.31 118.79 126.47 152.81 173.36

The performance graph and related information shall not be deemed to be filed as part of this Annual Report on Form 10-K and do not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates them by reference into such filing.

The performance graph and related information shall not be deemed to be filed as part of this Annual Report on Form 10-K and do not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate them by reference into such filing.

Recent Sales of Unregistered Securities

None during the quarter ended December 31, 2020.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table contains information regarding purchases of our common stock made during the quarter ended December 31, 2019 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:

The following table contains information regarding purchases of our common stock made during the quarter ended December 31, 2020 by or on behalf of us or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:

Purchased (1)

per Share ($)

Total Number of

per Share Total Number of

Shares Purchased as

1 unchanged sentence

Announced Plans

or Programs (2)

Approximate Dollar Value of

or Programs Approximate Dollar Value of

Shares that May Yet Be

4 unchanged sentences

12/1/2020 - 12/31/2020 — $ — — $ 44,026

Includes 794,280 shares purchased in open market transactions pursuant to the publicly announced repurchase program summarized in footnote (2) below and 10,076 shares withheld to satisfy tax liabilities due upon the vesting of restricted stock during November 2019 .

Total 6,311 $ 4.04 —

(1) Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

On November 1, 2016, the Company announced that its Board of Directors had approved a share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of its common stock.

(2) On November 1, 2016, we announced that our Board of Directors had approved a share repurchase program that authorizes us to purchase up to $100.0 million in the aggregate of our common stock.

The share repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.

The size, scope, and timing of any purchases will be based on business, market, and other conditions and factors, including price, regulatory, and contractual requirements, and capital availability.

The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at the Company's discretion without prior notice.

The repurchase program does not obligate us to acquire any particular amount of common stock and the program may be suspended, modified, or discontinued at any time at our discretion without prior notice.

Shares of stock repurchased under the program will be held as treasury shares.

As of December 31, 2020, approximately $44.0 million remained available under the repurchase program.

Selected Financial Data

This selected financial data should be read in conjunction with the information contained in "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes contained in "Item 8.

Financial Statements and Supplementary Data." Our statement of operations data and balance sheet data as of and for each of the years in the five-year period ended December 31, 2019 have been derived from our audited financial statements.

The results of operations for any particular period are not necessarily indicative of results for any future period.

We completed dispositions, through sales and lease terminations, of 24 communities ( 2,427 units), 111 communities ( 10,848 units), 108 communities ( 10,325 units), and 57 communities (4,039 units) during the years ended December 31, 2019 , 2018 , 2017 , and 2016 , respectively.

See Note 4 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for more information regarding our disposition and other transaction activity.

(in thousands, except per share and other operating data)

For the Years Ended December 31,

Total revenue

Facility operating expense

General and administrative expense

Facility operating lease expense

Depreciation and amortization

Goodwill and asset impairment (1)

Loss (gain) on facility lease termination and modification, net

Costs incurred on behalf of managed communities

Total operating expense

Income (loss) from operations

Interest income

Interest expense

Debt modification and extinguishment costs

Equity in earnings (loss) of unconsolidated ventures

Gain (loss) on sale of assets, net

Other non-operating income (loss)

Income (loss) before income taxes

Benefit (provision) for income taxes

Net income (loss)

Net (income) loss attributable to noncontrolling interest

Net income (loss) attributable to Brookdale Senior Living Inc.

common stockholders

Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc.

common stockholders

Weighted average shares of common stock used in computing basic and diluted net income (loss) per share

Other Operating Data:

Number of communities operated and managed (at end of period)

Total units operated and managed:

Owned/leased communities occupancy rate (weighted average)

During the year ended December 31, 2019 , we recorded $49.3 million of non-cash impairment charges, of which $27.2 million related to property, plant and equipment and leasehold intangibles for certain communities and $10.2 million related to operating lease right-of-use assets, primarily within the Assisted Living and Memory Care segment.

During the year ended December 31, 2018 , we recorded $489.9 million of non-cash impairment charges, primarily for $351.7 million of goodwill within the Assisted Living and Memory Care segment, $78.0 million of property, plant and equipment and leasehold intangibles for certain communities, primarily in the Assisted Living and Memory Care segment, $33.4 million related to investments in unconsolidated ventures, $15.6 million related to assets held for sale, and $9.1 million

of intangible assets for health care licenses within the Health Care Services segment.

During the year ended December 31, 2017 , we recorded $409.8 million of non-cash impairment charges, primarily for goodwill within the Assisted Living and Memory Care segment and property, plant and equipment and leasehold intangibles for certain communities.

During the year ended December 31, 2016 , we recorded $248.5 million of non-cash impairment charges, primarily for property, plant and equipment and leasehold intangibles for certain communities.

During the year ended December 31, 2015 , we recorded $57.9 million of non-cash impairment charges, primarily related to assets held for sale and property, plant and equipment and leasehold intangibles for certain communities.

See Note 5 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for more information regarding our impairment charges in 2019 , 2018 , and 2017 .

RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues for the corresponding portfolio for the period (excluding Health Care Services segment revenue and entrance fee amortization, and, for the 2019 period, the additional resident fee revenue recognized as a result of the application of the new lease accounting standard under Accounting Standards Codification ("ASC") 842, Leases ("ASC 842")), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.

RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues for the corresponding portfolio for the period (excluding Health Care Services segment revenue and entrance fee amortization, and, for the 2019 period, the additional resident fee revenue recognized as a result of the application of the new lease accounting standard under ASC 842), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.

As of December 31,

(in thousands)

Cash and cash equivalents

Marketable securities

Total assets (1)

Total long-term debt and line of credit

Total financing lease obligations

Total operating lease obligations (1)

Our adoption of ASC 842 resulted in the recognition of operating lease liabilities of $1.6 billion and right-of-use assets of $1.3 billion on the consolidated balance sheet for our existing community, office, and equipment operating leases as of January 1, 2019.

See Note 2 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for more information regarding the adoption of ASC 842.

(Removed and Reserved).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity