NASHVILLE, Tenn., May 7, 2015 /PRNewswire/ -- Brookdale Senior
Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today
reported financial and operating results for the first quarter of
2015. Highlights included:
- Cash From Facility Operations ("CFFO") of $0.63 per share for the first quarter of 2015, up
from $0.53 per share in the fourth
quarter of 2014, excluding integration, transaction-related and
electronic medical records ("EMR") roll-out costs in both
periods.
- Adjusted EBITDA of $230.7 million
in the first quarter of 2015, an 8.4% increase from the last
quarter of 2014, excluding integration, transaction-related and EMR
roll-out costs in both periods.
- Same Community Facility Operating Income increase of 1.8%,
resulting from 3.3% average monthly revenue per unit growth and
operating expense growth of 1.4% compared with the first quarter of
2014.
- Average occupancy for all consolidated communities in the first
quarter of 2015 of 87.4%, a decline of 90 basis points from the
fourth quarter of 2014.
Andy Smith, Brookdale's CEO,
said, "The sequential-quarter improvements in CFFO per share,
Adjusted EBITDA and operating margins evidence forward progress in
the financial performance of our post-merger company. Although
consolidated occupancy declined from the fourth quarter of 2014,
our sales process was stabilized, and we produced more move-ins
than in the preceding three months, despite difficult weather in
certain of our markets and 1,200 days of flu-related community
closures. The challenging flu season also led to higher than normal
move-outs. We were pleased to see improving revenue per unit
growth in the Emeritus portfolio and we began to see expected
acquisition synergies, particularly in operating expenses. We are
well underway with the fourth and final wave of systems and process
conversions, which will enhance our ability to manage our business
by bringing Emeritus fully on the Brookdale infrastructure and
technology platform. We remain fully confident in the
long-term economic success of the merger with Emeritus and the
value it will create for shareholders."
Financial Results
The first quarter of 2015 represents the second full quarter of
results that include the operations of Emeritus, which the Company
acquired on July 31, 2014, as well as
the impact from the transactions with HCP, Inc., which closed on
August 29, 2014. Results from the
fourth quarter of 2014 and first quarter of 2015 reflect the impact
of those transactions, and results from the first quarter of 2014
reflect legacy Brookdale on a stand-alone basis (except for our
Same Community results, which include results for the Emeritus Same
Community group on a proforma basis).
Total revenue of $1.2 billion for
the first quarter of 2015 was relatively flat compared with the
fourth quarter of 2014, with resident fees up $10.3 million. Average monthly revenue per
unit for the consolidated senior housing portfolio was $4,305 in the first quarter of 2015, an increase
of $85, or 2.0%, over the fourth
quarter of 2014. Average occupancy for all consolidated
communities for the first quarter of 2015 was 87.4%, compared to
88.3% for the fourth quarter of 2014. Total revenue for the
first quarter of 2015 increased $500.6
million, or 67.0%, from the first quarter of 2014, primarily
due to the acquisition of Emeritus and new units added to existing
communities, partially offset by the effect of the Company's
contribution of entry fee CCRCs to a venture with HCP on
August 29, 2014.
Facility operating expenses for the first quarter of 2015 were
$702.2 million, an increase of
$272.3 million, or 63.4%, from the
first quarter of 2014, primarily due to the acquisition of
Emeritus. Excluding management services in all periods, operating
margin was 33.3% for the first quarter of 2015 versus 32.1% for the
fourth quarter of 2014 and 33.9% for the first quarter of 2014. Net
loss attributable to Brookdale common stockholders for the first
quarter of 2015 was $(130.5) million,
or $(0.71) per share, versus net loss
attributable to Brookdale common stockholders of $(2.3) million, or $(0.02) per share, in the first quarter of
2014.
Non-GAAP Financial Measures
Brookdale's management utilizes Adjusted EBITDA and CFFO to
evaluate the Company's performance and liquidity because these
metrics exclude non-cash items such as depreciation and
amortization, asset impairment charges, non-cash stock-based
compensation expense, gain (loss) on facility lease termination and
straight-line lease expense, net of deferred gain amortization.
Adjusted EBITDA and CFFO included integration, transaction-related
and EMR roll-out costs for the three months ended March 31, 2015, December
31, 2014 and March 31, 2014 of
$27.3 million, $46.0 million and $11.8
million, respectively. Brookdale also uses Facility
Operating Income to assess the performance of its communities.
Facility Operating Income was $349.3
million in the first quarter of 2015, an increase of
$15.3 million, or 4.6%, over the
fourth quarter of 2014 and an increase of $136.0 million, or 63.8%, over the first quarter
of 2014. Adjusted EBITDA, excluding integration,
transaction-related and EMR roll-out costs, was $230.7 million for the first quarter of 2015, an
increase of $17.9 million, or 8.4%,
over the fourth quarter of 2014 and an increase of $108.7 million, or 89.0%, over the first quarter
of 2014.
CFFO was $88.1 million in the
first quarter of 2015, or $0.48 per
share. Excluding integration, transaction-related and EMR
roll-out costs, CFFO was $115.4
million for the first quarter of 2015, an increase of
$18.1 million, or 18.6%, compared
with the fourth quarter of 2014, and an increase of $36.2 million, or 45.6%, compared with the first
quarter of 2014.
Liquidity and Transactions
Brookdale had $115.2 million of
unrestricted cash and cash equivalents and $82.9 million of restricted cash and escrow
deposits as of March 31,
2015.
During the three months ended March 31,
2015, the Company acquired the underlying real estate
associated with 23 communities that were previously leased for an
aggregate purchase price of $320
million. The Company financed the transactions with cash on
hand, amounts drawn on the secured credit facility and $20.0 million of seller financing.
The Company, together with HCP, Inc., announced a definitive
agreement to acquire from Chartwell Retirement Residences a
portfolio of 35 private pay senior housing communities (the
"Portfolio") representing 5,025 units for $849 million. The Portfolio will be acquired
using a RIDEA joint venture structure with HCP and Brookdale owning
90% and 10%, respectively. Brookdale has operated these communities
since its 2011 acquisition of Horizon Bay, and will continue to
manage the communities post-closing under a long-term management
agreement.
Outlook
For the full year 2015, the Company continues to expect CFFO per
share in a range of $2.60 to $2.75
per share, excluding integration, transaction-related and EMR
roll-out costs. This guidance excludes the potential impact
of any future acquisition or disposition activity.
Supplemental Information
The Company will shortly post on the Investor Relations section
of the Company's website at www.brookdale.com supplemental
information relating to the Company's first quarter 2015
results. This information will also be furnished in a Form
8-K to be filed with the SEC.
Earnings Conference Call
Brookdale's management will conduct a conference call to review
the financial results of its first quarter ended March 31, 2015 on Friday,
May 8, 2015 at 9:00 AM
ET. The conference call can be accessed by dialing
(866) 900-2996 (from within the U.S.) or (706) 643-2685 (from
outside of the U.S.) ten minutes prior to the scheduled start and
referencing the "Brookdale Senior Living First Quarter Earnings
Call."
A webcast of the conference call will be available to the public
on a listen-only basis at www.brookdale.com. Please allow
extra time prior to the call to visit the site and download the
necessary software required to listen to the internet
broadcast. A replay of the webcast will be available through
the website for three months following the call.
For those who cannot listen to the live call, a replay will be
available until 11:59 PM ET on
May 21, 2015 by dialing (855)
859-2056 (from within the U.S.) or (404) 537-3406 (from outside of
the U.S.) and referencing access code "29537208". A copy of
this earnings release is posted on the Investor Relations page of
the Brookdale website (www.brookdale.com).
About Brookdale Senior Living
Brookdale Senior Living Inc. is the leading operator of senior
living communities throughout the United States. The Company
is committed to providing senior living solutions primarily within
properties that are designed, purpose-built and operated to provide
the highest-quality service, care and living accommodations for
residents. Currently Brookdale operates independent living,
assisted living, and dementia-care communities and continuing care
retirement centers, with approximately 1,150 communities in 47
states and the ability to serve approximately 111,000 residents.
Through its ancillary services program, the Company also
offers a range of outpatient therapy, home health, personalized
living and hospice services. Brookdale's stock is traded on
the New York Stock Exchange under the ticker symbol BKD.
Safe Harbor
Certain statements in this press release and the associated
earnings conference call may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements are subject to
various risks and uncertainties and include all statements that are
not historical statements of fact and those regarding our intent,
belief or expectations, including, but not limited to, statements
relating to our operational initiatives and growth strategies and
our expectations regarding their effect on our results; our
expectations regarding the economy, the senior living industry,
occupancy, revenue, cash flow, operating income, expenses, capital
expenditures, Program Max opportunities, cost savings, the demand
for senior housing, the home resale market, expansion, development
and construction activity, acquisition opportunities, asset
dispositions, our share repurchase program, taxes, capital
deployment, returns on invested capital and CFFO; our expectations
regarding returns to shareholders and our growth prospects; our
expectations concerning the future performance of recently acquired
communities and the effects of acquisitions on our financial
results; our ability to secure financing or repay, replace or
extend existing debt at or prior to maturity; our ability to remain
in compliance with all of our debt and lease agreements (including
the financial covenants contained therein); our expectations
regarding liquidity and leverage; our expectations regarding
financings and refinancings of assets (including the timing
thereof) and their effect on our results; our expectations
regarding changes in government reimbursement programs and their
effect on our results; our plans to generate growth organically
through occupancy improvements, increases in annual rental rates
and the achievement of operating efficiencies and cost savings; our
plans to expand our offering of ancillary services (therapy, home
health, personalized living and hospice); our plans to expand,
renovate, redevelop and reposition existing communities; our plans
to acquire additional communities, asset portfolios, operating
companies and home health agencies; the expected project costs for
our expansion, redevelopment and repositioning program; our
expected levels of expenditures and reimbursements (and the timing
thereof); our expectations regarding our sales, marketing and
branding initiatives and their impact on our results; our
expectations for the performance of our entrance fee communities;
our ability to anticipate, manage and address industry trends and
their effect on our business; our expectations regarding the
payment of dividends; our ability to increase revenues, earnings,
Adjusted EBITDA, Cash From Facility Operations, and/or Facility
Operating Income (as such terms are defined herein); and our
expectations regarding the integration of Emeritus and the
transactions with HCP. Forward-looking statements are
generally identifiable by use of forward-looking terminology such
as "may," "will," "should," "could," "would," "potential,"
"intend," "expect," "endeavor," "seek," "anticipate," "estimate,"
"overestimate," "underestimate," "believe," "project," "predict,"
"continue," "plan," "target," or other similar words or
expressions. Forward-looking statements are based on certain
assumptions or estimates, discuss future expectations, describe
future plans and strategies, contain projections of results of
operations or of financial condition, or state other
forward-looking information. Our ability to predict results
or the actual effect of future plans or strategies is inherently
uncertain. Although we believe that expectations reflected in
any forward-looking statements are based on reasonable assumptions,
we can give no assurance that our expectations will be attained and
actual results and performance could differ materially from those
projected. Factors which could have a material adverse effect on
our operations and future prospects or which could cause events or
circumstances to differ from the forward-looking statements
include, but are not limited to, the risk associated with the
current global economic situation and its impact upon capital
markets and liquidity; changes in governmental reimbursement
programs; our inability to extend (or refinance) debt (including
our credit and letter of credit facilities) as it matures; the risk
that we may not be able to satisfy the conditions precedent to
exercising the extension options associated with certain of our
debt agreements; events which adversely affect the ability of
seniors to afford our monthly resident fees or entrance fees; the
conditions of housing markets in certain geographic areas; our
ability to generate sufficient cash flow to cover required interest
and long-term operating lease payments; the effect of our
indebtedness and long-term operating leases on our liquidity; the
risk of loss of property pursuant to our mortgage debt and
long-term lease obligations; the possibilities that changes in the
capital markets, including changes in interest rates and/or credit
spreads, or other factors could make financing more expensive or
unavailable to us; our determination from time to time to purchase
any shares under the repurchase program; our ability to fund any
repurchases; our ability to effectively manage our growth; our
ability to maintain consistent quality control; delays in obtaining
regulatory approvals; the risk that we may not be able to expand,
redevelop and reposition our communities in accordance with our
plans; our ability to complete acquisitions and integrate them into
our operations; competition for the acquisition of assets; our
ability to obtain additional capital on terms acceptable to us; a
decrease in the overall demand for senior housing; our
vulnerability to economic downturns; acts of nature in certain
geographic areas; terminations of our resident agreements and
vacancies in the living spaces we lease; early terminations or
non-renewal of management agreements; increased competition for
skilled personnel; increased union activity; departure of our key
officers; increases in market interest rates; environmental
contamination at any of our communities; failure to comply with
existing environmental laws; an adverse determination or resolution
of complaints filed against us; the cost and difficulty of
complying with increasing and evolving regulation; risks relating
to the integration of Emeritus and the transactions with HCP,
including in respect of unanticipated difficulties and/or
expenditures relating to such transactions; the impact of such
transactions on the Company's relationships with residents,
employees and third parties; and the inability to obtain, or delays
in obtaining, cost savings and synergies from such transactions; as
well as other risks detailed from time to time in our filings with
the Securities and Exchange Commission, including our Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. When
considering forward-looking statements, you should keep in mind the
risk factors and other cautionary statements in such SEC
filings. Readers are cautioned not to place undue reliance on
any of these forward-looking statements, which reflect our
management's views as of the date of this press release and/or the
associated earnings conference call. We cannot guarantee
future results, levels of activity, performance or achievements,
and we expressly disclaim any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
Condensed
Consolidated Statements of Operations
|
(in thousands,
except per share data)
|
|
|
|
Three Months
Ended
|
|
|
March
31,
|
|
|
2015
|
|
2014
|
Revenue
|
|
|
|
|
Resident
fees
|
|
$ 1,052,232
|
|
$
650,310
|
Management
fees
|
|
15,097
|
|
7,402
|
Reimbursed costs
incurred on behalf of managed communities
|
|
180,552
|
|
89,563
|
Total
revenue
|
|
1,247,881
|
|
747,275
|
|
|
|
|
|
Expense
|
|
|
|
|
Facility operating
expense (excluding depreciation and amortization of $208,823 and
$62,695 respectively)
|
|
702,215
|
|
429,870
|
General and
administrative expense (including non-cash stock-based compensation
expense of $8,873 and $7,572 respectively)
|
|
84,204
|
|
44,665
|
Transaction
costs
|
|
6,742
|
|
10,844
|
Facility lease
expense
|
|
94,471
|
|
69,869
|
Depreciation and
amortization
|
|
220,427
|
|
70,316
|
Loss on facility
lease termination
|
|
76,143
|
|
-
|
Costs incurred on
behalf of managed communities
|
|
180,552
|
|
89,563
|
Total operating
expense
|
|
1,364,754
|
|
715,127
|
(Loss) income from
operations
|
|
(116,873)
|
|
32,148
|
|
|
|
|
|
Interest
income
|
|
427
|
|
321
|
Interest
expense:
|
|
|
|
|
Debt
|
|
(42,348)
|
|
(23,844)
|
Capital and financing
lease obligations
|
|
(53,203)
|
|
(6,154)
|
Amortization of
deferred financing costs and debt premium (discount)
|
|
(381)
|
|
(4,018)
|
Change in fair value
of derivatives
|
|
(550)
|
|
(847)
|
Debt modification and
extinguishment costs
|
|
(44)
|
|
-
|
Equity in earnings of
unconsolidated ventures
|
|
1,484
|
|
636
|
Other non-operating
income
|
|
2,491
|
|
465
|
Loss before income
taxes
|
|
(208,997)
|
|
(1,293)
|
Benefit (provision)
for income taxes
|
|
78,288
|
|
(1,006)
|
Net
loss
|
|
(130,709)
|
|
(2,299)
|
Net loss attributable
to noncontrolling interest
|
|
258
|
|
-
|
Net loss attributable
to Brookdale Senior Living Inc. common stockholders
|
|
$
(130,451)
|
|
$
(2,299)
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net
loss per share attributable to Brookdale Senior Living Inc. common
stockholders
|
|
$
(0.71)
|
|
$
(0.02)
|
|
|
|
|
|
Weighted average
shares used in computing basic and diluted net loss per
share
|
|
183,678
|
|
124,478
|
Condensed
Consolidated Balance Sheets
|
(in
thousands)
|
|
|
|
March 31,
2015
|
|
December 31,
2014
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
115,182
|
|
$
104,083
|
Cash and escrow
deposits - restricted
|
|
38,377
|
|
38,862
|
Accounts receivable,
net
|
|
162,853
|
|
149,730
|
Other current
assets
|
|
237,112
|
|
322,114
|
Total current
assets
|
|
553,524
|
|
614,789
|
Property, plant, and
equipment and
|
|
|
|
|
leasehold intangibles, net
|
|
8,434,413
|
|
8,389,505
|
Other assets,
net
|
|
1,503,028
|
|
1,517,069
|
Total
assets
|
|
$
10,490,965
|
|
$
10,521,363
|
|
|
|
|
|
Current
liabilities
|
|
$
828,251
|
|
$
877,762
|
Long-term debt, less
current portion
|
|
3,734,133
|
|
3,456,808
|
Capital and financing
lease obligations, less current portion
|
|
2,515,363
|
|
2,536,883
|
Other
liabilities
|
|
652,024
|
|
767,669
|
Total
liabilities
|
|
7,729,771
|
|
7,639,122
|
Total Brookdale
Senior Living Inc. stockholders' equity
|
|
2,760,935
|
|
2,881,724
|
Noncontrolling
interest
|
|
259
|
|
517
|
Total
equity
|
|
2,761,194
|
|
2,882,241
|
Total liabilities and
equity
|
|
$
10,490,965
|
|
$
10,521,363
|
Condensed
Consolidated Statements of Cash Flows
|
(in
thousands)
|
|
|
|
Three Months Ended
March 31,
|
|
|
2015
|
|
2014
|
Cash Flows from
Operating Activities
|
|
|
|
|
Net loss
|
|
$
(130,709)
|
|
$
(2,299)
|
Adjustments to
reconcile net loss to net cash provided by
operating
|
|
|
|
|
activities:
|
|
|
|
|
Debt modification and
extinguishment costs
|
|
44
|
|
-
|
Depreciation and
amortization
|
|
220,808
|
|
74,334
|
Equity in earnings of
unconsolidated ventures
|
|
(1,484)
|
|
(636)
|
Distributions from
unconsolidated ventures from cumulative share of net
|
|
500
|
|
245
|
earnings
|
|
|
|
|
Amortization of
deferred gain
|
|
(1,093)
|
|
(1,093)
|
Amortization of
entrance fees
|
|
(767)
|
|
(7,202)
|
Proceeds from
deferred entrance fee revenue
|
|
2,455
|
|
9,035
|
Deferred income tax
(benefit) provision
|
|
(79,237)
|
|
598
|
Change in deferred
lease liability
|
|
2,801
|
|
(223)
|
Change in fair value
of derivatives
|
|
550
|
|
847
|
Loss on sale of
assets
|
|
-
|
|
76
|
Non-cash stock-based
compensation
|
|
8,873
|
|
7,572
|
Non-cash interest
expense on financing leases
|
|
5,700
|
|
-
|
Amortization of
(above) below market rents, net
|
|
(1,959)
|
|
-
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts receivable,
net
|
|
(13,140)
|
|
(2,499)
|
Prepaid expenses and
other assets, net
|
|
24,504
|
|
(5,816)
|
Accounts payable and
accrued expenses
|
|
(38,773)
|
|
(27,561)
|
Tenant refundable
fees and security deposits
|
|
(510)
|
|
(615)
|
Deferred
revenue
|
|
11,494
|
|
7,933
|
Net cash provided by
operating activities
|
|
10,057
|
|
52,696
|
Cash Flows from
Investing Activities
|
|
|
|
|
Decrease in lease
security deposits and lease acquisition deposits, net
|
|
13,037
|
|
7
|
Decrease in cash and
escrow deposits — restricted
|
|
12,289
|
|
6,627
|
Additions to
property, plant, and equipment and leasehold intangibles,
net
|
|
(79,129)
|
|
(59,717)
|
Acquisition of
assets, net of related payables and cash received
|
|
(174,305)
|
|
(515)
|
Payments on notes
receivable, net
|
|
740
|
|
76
|
Investment in
unconsolidated ventures
|
|
(3,923)
|
|
-
|
Net cash used in
investing activities
|
|
(231,291)
|
|
(53,522)
|
Cash Flows from
Financing Activities
|
|
|
|
|
Proceeds from
debt
|
|
85,365
|
|
20,516
|
Repayment of debt and
capital and financing lease obligations
|
|
(47,555)
|
|
(22,401)
|
Proceeds from line of
credit
|
|
445,000
|
|
70,000
|
Repayment of line of
credit
|
|
(245,000)
|
|
(75,000)
|
Payment of financing
costs, net of related payables
|
|
(1,481)
|
|
(2,905)
|
Refundable entrance
fees:
|
|
|
|
|
Proceeds
from refundable entrance fees
|
|
36
|
|
5,924
|
Refunds
of entrance fees
|
|
(829)
|
|
(8,446)
|
Cash portion of loss
on extinguishment of debt
|
|
(44)
|
|
-
|
Payment on lease
termination
|
|
(3,875)
|
|
-
|
Other
|
|
716
|
|
328
|
Net cash
provided by (used in) financing activities
|
|
232,333
|
|
(11,984)
|
Net increase (decrease) in cash and cash
equivalents
|
|
11,099
|
|
(12,810)
|
Cash and cash equivalents at beginning of year
|
|
104,083
|
|
58,511
|
Cash and cash equivalents at end of year
|
|
$
115,182
|
|
$
45,701
|
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a measure of operating performance that is
not calculated in accordance with U.S. generally accepted
accounting principles ("GAAP"). Adjusted EBITDA should not be
considered in isolation or as a substitute for net income, income
from operations or cash flows provided by or used in operations, as
determined in accordance with GAAP. Adjusted EBITDA is a key
measure of the Company's operating performance used by management
to focus on operating performance and management without mixing in
items of income and expense that relate to long-term contracts and
the financing and capitalization of the business. We define
Adjusted EBITDA as net income (loss) before provision (benefit) for
income taxes, non-operating (income) expense items, (gain) loss on
sale or acquisition of communities (including gain (loss) on
facility lease termination), depreciation and amortization
(including non-cash impairment charges), straight-line lease
expense (income), net of amortization of (above) below market
rents, amortization of deferred gain, amortization of deferred
entrance fees, non-cash stock-based compensation expense, change in
future service obligation, and Cash From Facility Operations from
unconsolidated ventures and including entrance fee receipts and
refunds (excluding (i) first generation entrance fee receipts from
the sale of units at a recently opened entrance fee CCRC prior to
stabilization and (ii) first generation entrance fee refunds not
replaced by second generation entrance fee receipts at the recently
opened community prior to stabilization).
We believe Adjusted EBITDA is useful to investors in evaluating
our performance, results of operations and financial position for
the following reasons:
- It is helpful in identifying trends in our day-to-day
performance because the items excluded have little or no
significance to our day-to-day operations;
- It provides an assessment of controllable expenses and affords
management the ability to make decisions which are expected to
facilitate meeting current financial goals as well as achieve
optimal financial performance; and
- It is an indication to determine if adjustments to current
spending decisions are needed.
The table below reconciles Adjusted EBITDA from net loss for the
three months ended March 31, 2015,
December 31, 2014 and March 31, 2014 (in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended
(1)
|
|
|
March 31,
2015
|
|
December 31, 2014
(2)
|
|
March 31, 2014
(2)
|
Net
loss
|
|
$
(130,709)
|
|
$
(106,796)
|
|
$
(2,299)
|
(Benefit) provision
for income taxes
|
|
(78,288)
|
|
(67,200)
|
|
1,006
|
Equity in (earnings)
loss of unconsolidated ventures
|
|
(1,484)
|
|
742
|
|
(636)
|
Debt modification and
extinguishment costs
|
|
44
|
|
2,621
|
|
-
|
Other non-operating
income
|
|
(2,491)
|
|
(2,614)
|
|
(465)
|
Interest
expense:
|
|
|
|
|
|
|
Debt
|
|
42,348
|
|
42,104
|
|
23,844
|
Capital and financing lease obligations
|
|
53,203
|
|
56,873
|
|
6,154
|
Amortization of deferred financing costs and debt discount
(premium)
|
|
381
|
|
(430)
|
|
4,018
|
Change in fair value of derivatives
|
|
550
|
|
532
|
|
847
|
Interest
income
|
|
(427)
|
|
(345)
|
|
(321)
|
(Loss) income from
operations
|
|
(116,873)
|
|
(74,513)
|
|
32,148
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
220,427
|
|
216,632
|
|
70,316
|
Loss on facility
lease termination
|
|
76,143
|
|
-
|
|
-
|
Asset
impairment
|
|
-
|
|
9,992
|
|
-
|
Straight-line lease
expense
|
|
2,801
|
|
(961)
|
|
(223)
|
Amortization of
(above) below market lease, net
|
|
(1,959)
|
|
(2,067)
|
|
-
|
Amortization of
deferred gain
|
|
(1,093)
|
|
(1,093)
|
|
(1,093)
|
Amortization of
entrance fees
|
|
(767)
|
|
(714)
|
|
(7,202)
|
Non-cash stock-based
compensation expense
|
|
8,873
|
|
5,129
|
|
7,572
|
Change in future
service obligation
|
|
-
|
|
670
|
|
-
|
Entrance fee receipts
(3)
|
|
2,491
|
|
2,587
|
|
14,959
|
Entrance fee
disbursements
|
|
(829)
|
|
(538)
|
|
(8,446)
|
CFFO from
unconsolidated ventures
|
|
14,213
|
|
11,662
|
|
2,241
|
Adjusted
EBITDA
|
|
$
203,427
|
|
$
166,786
|
|
$
110,272
|
(1)
|
The calculation of
Adjusted EBITDA includes integration, transaction-related and EMR
roll-out costs of $27.3 million, $46.0 million and $11.8 million
for the three months ended March 31, 2015, December 31, 2014 and
March 31, 2014, respectively. Integration, transaction-related and
EMR roll-out costs include third party expenses directly related to
the integration of Emeritus and corporate capital structure
assessment activities (including shareholder relations advisory
matters) as well as internal costs such as labor reflecting time
spent by Company personnel on integration and transaction-related
activity. Transaction costs include third party costs
directly related to the acquisition of Emeritus and other
acquisition and community leasing activity and are primarily
comprised of legal, finance, consulting, professional fees and
other third party costs.
|
(2)
|
The definition of
Adjusted EBITDA was changed in the first quarter of 2015 to include
CFFO from unconsolidated ventures. Prior periods have been
recast to conform to the new definition.
|
(3)
|
Includes the receipt
of refundable and non-refundable entrance fees.
|
Cash From Facility Operations
CFFO is a measurement of liquidity that is not calculated in
accordance with GAAP and should not be considered in isolation as a
substitute for cash flows provided by or used in operations, as
determined in accordance with GAAP. We define CFFO as net
cash provided by (used in) operating activities adjusted for
changes in operating assets and liabilities, deferred interest and
fees added to principal, refundable entrance fees received, first
generation entrance fee receipts at a recently opened entrance fee
CCRC prior to stabilization, entrance fee refunds disbursed
adjusted for first generation entrance fee refunds not replaced by
second generation entrance fee receipts at the recently opened
community prior to stabilization, lease financing debt amortization
with fair market value or no purchase options, gain (loss) on
facility lease termination, recurring capital expenditures (net),
distributions from unconsolidated ventures from cumulative share of
net earnings, CFFO from unconsolidated ventures, and other.
Recurring capital expenditures include routine expenditures
capitalized in accordance with GAAP that are funded from current
operations. Amounts excluded from recurring capital
expenditures consist primarily of major projects, renovations,
community repositionings, expansions, systems projects or other
non-recurring or unusual capital items (including integration
capital expenditures) or community purchases that are funded using
lease or financing proceeds, available cash and/or proceeds from
the sale of communities.
We believe CFFO is useful to investors in evaluating our
liquidity for the following reasons:
- It provides an assessment of our ability to facilitate meeting
current financial and liquidity goals.
- To assess our ability to:
(i) service our outstanding indebtedness;
(ii) pay dividends; and
(iii) make regular recurring capital expenditures to maintain and
improve our communities.
The table below reconciles CFFO from net cash provided by
operating activities for the three months ended March 31, 2015, December
31, 2014 and March 31, 2014
(in thousands):
|
|
|
|
|
|
|
|
|
Three Months Ended
(1)
|
|
|
March 31,
2015
|
|
December 31,
2014
|
|
March 31,
2014
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
|
$
10,057
|
|
$
85,804
|
|
$
52,696
|
Changes in operating
assets and liabilities
|
|
16,425
|
|
(18,610)
|
|
28,558
|
Refundable entrance
fees received
|
|
36
|
|
12
|
|
5,924
|
Entrance fee refunds
disbursed
|
|
(829)
|
|
(538)
|
|
(8,446)
|
Recurring capital
expenditures, net
|
|
(15,003)
|
|
(16,353)
|
|
(9,369)
|
Lease financing debt
amortization with fair market value or no purchase
options
|
|
(12,439)
|
|
(10,028)
|
|
(3,897)
|
Loss on facility
lease termination
|
|
76,143
|
|
-
|
|
-
|
Distributions from
unconsolidated ventures from cumulative share of net
earnings
|
|
(500)
|
|
(630)
|
|
(245)
|
CFFO from
unconsolidated ventures
|
|
14,213
|
|
11,662
|
|
2,241
|
Cash From Facility
Operations
|
|
$
88,103
|
|
$
51,319
|
|
$
67,462
|
(1)
|
The calculation of
Cash From Facility Operations includes integration,
transaction-related and EMR roll-out costs of $27.3 million, $46.0
million and $11.8 million for the three months ended March 31,
2015, December 31, 2014 and March 31, 2014, respectively.
Integration, transaction-related and EMR roll-out costs include
third party expenses directly related to the integration of
Emeritus and corporate capital structure assessment activities
(including shareholder relations advisory matters) as well as
internal costs such as labor reflecting time spent by Company
personnel on integration and transaction-related activity.
Transaction costs include third party costs directly related to the
acquisition of Emeritus and other acquisition and community leasing
activity and are primarily comprised of legal, finance, consulting,
professional fees and other third party costs.
|
The calculation of CFFO per share is based on weighted average
outstanding common shares for the period, excluding any unvested
restricted shares. Annual CFFO per share for all periods is
calculated as the sum of the quarterly amounts for the year.
Facility Operating Income
Facility Operating Income is not a measurement of operating
performance calculated in accordance with GAAP and should not be
considered in isolation as a substitute for net income, income from
operations, or cash flows provided by or used in operations, as
determined in accordance with GAAP. We define Facility
Operating Income as net income (loss) before provision (benefit)
for income taxes, non-operating (income) expense items, (gain) loss
on sale or acquisition of communities (including gain (loss) on
facility lease termination), depreciation and amortization
(including non-cash impairment charges), facility lease expense,
general and administrative expense, including non-cash stock-based
compensation expense, transaction-related costs, change in future
service obligation, amortization of deferred entrance fee revenue
and management fees.
We believe Facility Operating Income is useful to investors in
evaluating our facility operating performance for the following
reasons:
- It is helpful in identifying trends in our day-to-day facility
performance;
- It provides an assessment of our revenue generation and expense
management; and
- It provides an indicator to determine if adjustments to current
spending decisions are needed.
The table below reconciles Facility Operating Income from net
loss for the three months ended March 31,
2015, December 31, 2014 and
March 31, 2014 (in
thousands):
|
|
Three
Months Ended
|
|
|
March 31,
2015
|
|
December 31,
2014
|
|
March 31,
2014
|
|
|
|
|
|
|
|
Net
loss
|
|
$
(130,709)
|
|
$
(106,796)
|
|
$
(2,299)
|
(Benefit) provision
for income taxes
|
|
(78,288)
|
|
(67,200)
|
|
1,006
|
Equity in (earnings)
loss of unconsolidated ventures
|
|
(1,484)
|
|
742
|
|
(636)
|
Debt modification and
extinguishment costs
|
|
44
|
|
2,621
|
|
-
|
Other non-operating
income
|
|
(2,491)
|
|
(2,614)
|
|
(465)
|
Interest
expense:
|
|
|
|
|
|
|
Debt
|
|
42,348
|
|
42,104
|
|
23,844
|
Capital and financing lease obligations
|
|
53,203
|
|
56,873
|
|
6,154
|
Amortization of deferred financing costs and debt discount
(premium)
|
381
|
|
(430)
|
|
4,018
|
Change in fair value of derivatives
|
|
550
|
|
532
|
|
847
|
Interest
income
|
|
(427)
|
|
(345)
|
|
(321)
|
(Loss) income from
operations
|
|
(116,873)
|
|
(74,513)
|
|
32,148
|
Depreciation and
amortization
|
|
220,427
|
|
216,632
|
|
70,316
|
Asset
impairment
|
|
-
|
|
9,992
|
|
-
|
Facility lease
expense
|
|
94,471
|
|
92,469
|
|
69,869
|
General and
administrative (including non-cash
|
|
|
|
|
|
|
stock-based compensation
expense)
|
|
84,204
|
|
98,574
|
|
44,665
|
Transaction
costs
|
|
6,742
|
|
7,725
|
|
10,844
|
Change in future
service obligation
|
|
-
|
|
670
|
|
-
|
Loss on facility
lease termination
|
|
76,143
|
|
-
|
|
-
|
Amortization of
entrance fees
|
|
(767)
|
|
(714)
|
|
(7,202)
|
Management
fees
|
|
(15,097)
|
|
(16,920)
|
|
(7,402)
|
Facility Operating
Income
|
|
$
349,250
|
|
$
333,915
|
|
$
213,238
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/brookdale-announces-first-quarter-2015-results-300079943.html
SOURCE Brookdale Senior Living Inc.