What the changes say
- ERP implementation moved into operation in 2025, adding disruption, integration, cost, design-defect, and internal-control risks.
- Mortgage financing increased from $3.7 billion to $3.9 billion; letters of credit declined from $75.3 million to $60.6 million.
- New risks cover evolving cyberattacks, including AI and quantum computing, fixed lease escalators, mold history, and future pandemics.
- Government reimbursements remained 4.8% of consolidated resident fee revenue, while CCRCs exposure declined from 15.5% to 15.3% and competitors may price aggressively.
What changed since the prior 10-K
New
- New
recovery plan will prevent damage to, or interruption or breach of, our information systems or other unauthorized access to proprietary or private information
Cyberattacks using AI, quantum computing, phishing, defective third-party technology, or software weaknesses could compromise Brookdale’s systems and private information.
- New
that we identify, or investments to support our strategy, which could adversely affect our revenues, results of operations, and cash flow
Insufficient cash flow for interest, principal, and fixed-escalator lease payments could trigger defaults, foreclosures, lease terminations, and lost community revenue or value.
- New
successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market value
Extensive prior mold could hinder a community’s ability to retain or attract residents and reduce its market value, alongside broader environmental compliance risks.
- New
We cannot predict the emergence and effects of future pandemics, epidemics or a severe cold and flu season on our business, results of operations, cash flow, liquidity, and stock price
Future pandemics, epidemics, severe flu seasons, or other contagious diseases could cause admissions bans, lower occupancy, and financial harm because residents are medically vulnerable.
Dropped
- Dropped
economic conditions or increases in the cost of materials or labor (including as a result of inflation and general labor market conditions); and increased costs as a result of changes in laws and regulations
- Dropped
number of losses than we anticipate, or if certain claims are not covered by insurance, our results of operations and financial condition could be adversely affected
- Dropped
requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, our business, results of operations, and cash flow could be adversely affected
- Dropped
requirements could require removal of access barriers and non-compliance could result in imposition of government fines or an award of damages to private litigants
Reworded
- 83% rewritten
Our execution of our strategy may not be successful, and initiatives undertaken to execute on our strategic priorities may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock
No substantive change; unsuccessful strategic initiatives could still require excess time and resources and harm results or the stock price.
- 83% rewritten
The cost and difficulty of complying with increasing and evolving regulation and enforcement could have an adverse effect on our business, results of operations, and cash flow
The heading now emphasizes compliance costs and enforcement; the text is substantively unchanged aside from spelling out ADA.
- 71% rewritten
Significant legal actions and liability claims against us, including putative class action complaints, could subject us to increased operating costs and substantial uninsured liabilities, which may adversely affect our financial condition and results of operations
The risk now explicitly identifies putative class actions and uninsured liabilities, while retaining staffing, consumer-protection, and ADA litigation concerns.
- 69% rewritten
Failure to complete our capital expenditures in accordance with our plans may adversely affect our anticipated revenues, results of operations, and cash flow
The planned non-development capital-expenditure period changed from full-year 2025 to full-year 2026.
- 68% rewritten
If the redesign and consolidation of certain technology platforms, including through the implementation of a core enterprise resource planning system, or ERP, does not proceed as expected or is not integrated successfully, our business and financial results may be adversely impacted
After ERP implementation in 2025, the risk adds operational disruption, control impacts, design defects, integration problems, and unanticipated mitigation costs.
Was: If the redesign and consolidation of certain technology platforms, including through the implementation of a core enterprise resource planning system, or ERP, does not proceed as expected or is not completed successfully, our business and financial results may be adversely impacted
- 60% rewritten
Changes in the reimbursement rates, methods, or timing of payment from government reimbursement programs could adversely affect our revenues, results of operations, and cash flow
Medicare and Medicaid exposure in CCRCs declined from 15.5% to 15.3% of segment resident fee revenue; consolidated exposure stayed at 4.8%.
- 51% rewritten
Disruptions in the financial markets or decreases in the appraised values or performances of our communities could affect our ability to obtain financing or to extend or refinance debt as it matures, which could negatively impact our liquidity, financial condition, and the market price of our common stock
Mortgage financing rose to $3.9 billion, letters of credit fell to $60.6 million, and the prior $9.4 million amortizing-notes amount was omitted.
- 43% rewritten
Senior housing construction and development, lower industry occupancy, and increased competition, may have an adverse effect on our occupancy, revenues, results of operations, and cash flow
The risk now adds that competitors may price aggressively to capture market share.
- 43% rewritten
Various factors, including general economic conditions, could adversely affect our financial performance and other aspects of our business
Was: Various factors, including general economic conditions and the spread of contagious illnesses, could adversely affect our financial performance and other aspects of our business
- 29% rewritten
Failure to comply with existing environmental laws could result in increased expenditures, litigation, and potential loss to our business and in our asset value, which would have an adverse effect on our financial condition, results of operations, and cash flow
- 21% rewritten
Business, Operations, and Strategy
All 35 risk factors
Headings as the filing states them, in filing order.
Other
- 01Business, Operations, and Strategy21% rewritten
- 02Senior housing construction and development, lower industry occupancy, and increased competition, may have an adverse effect on our occupancy, revenues, results of operations, and cash flow43% rewritten
- 03The geographic concentration of our communities could leave us vulnerable to an economic downturn, regulatory changes, acts of nature, or the effects of climate change in those areas, which could negatively impact our financial condition, revenues, results of operations, and cash flow
- 04Termination of our resident agreements and vacancies in the living spaces we lease could adversely affect our occupancy, revenues, results of operations, and cash flow
- 05Changes in the reimbursement rates, methods, or timing of payment from government reimbursement programs could adversely affect our revenues, results of operations, and cash flow60% rewritten
- 06recovery plan will prevent damage to, or interruption or breach of, our information systems or other unauthorized access to proprietary or private informationNew
- 07Failure to complete our capital expenditures in accordance with our plans may adversely affect our anticipated revenues, results of operations, and cash flow69% rewritten
- 08Competition for the acquisition of strategic assets from buyers with greater financial resources or lower costs of capital than us or that have lower return expectations than we do could limit our ability to compete for strategic acquisitions and therefore to grow our business effectively
- 09Any future disposition transactions will be, subject to various closing conditions, including the receipt of regulatory approvals where applicable, likely will result in reductions to our revenue, and may negatively impact our results of operations and cash flow
- 10Our execution of our strategy may not be successful, and initiatives undertaken to execute on our strategic priorities may adversely affect our business, financial condition, results of operations, cash flow, and the price of our common stock83% rewritten
- 11If the redesign and consolidation of certain technology platforms, including through the implementation of a core enterprise resource planning system, or ERP, does not proceed as expected or is not integrated successfully, our business and financial results may be adversely impacted68% rewritten
- 12Our ability to use net operating loss carryovers to reduce future tax payments may be limited
- 13Disruptions in the financial markets or decreases in the appraised values or performances of our communities could affect our ability to obtain financing or to extend or refinance debt as it matures, which could negatively impact our liquidity, financial condition, and the market price of our common stock51% rewritten
- 14that we identify, or investments to support our strategy, which could adversely affect our revenues, results of operations, and cash flowNew
- 15Our indebtedness and long-term leases could adversely affect our liquidity and our ability to operate our business
- 16Lease obligations and mortgage debt expose us to increased risk of loss of property, which could harm our ability to generate future revenues and could have an adverse tax effect
- 17We may not be able to renew, extend, or restructure existing leases, or purchase communities subject to leases, at or prior to the end of their respective lease terms, which could impact our business, results of operations, and cash flow
- 18Increases in market interest rates could significantly increase the costs of our debt obligations, which could adversely affect our results of operations and cash flow
- 19We may need additional capital to fund our operations, capital expenditure plans, and strategic priorities, and we may not be able to obtain it on terms acceptable to us, or at all
- 20The transition of management or unexpected departure of our key officers could harm our business
- 21Increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases, changes in overtime laws, and union activity may have an adverse effect on our business, results of operations, and cash flow
- 22Significant legal actions and liability claims against us, including putative class action complaints, could subject us to increased operating costs and substantial uninsured liabilities, which may adversely affect our financial condition and results of operations71% rewritten
- 23We face periodic and routine inquiries, reviews, audits, and investigations by government agencies, and any adverse findings could negatively impact our business, financial condition, results of operations, and cash flow
- 24The cost and difficulty of complying with increasing and evolving regulation and enforcement could have an adverse effect on our business, results of operations, and cash flow83% rewritten
- 25Changes in federal, state, and local employment-related laws and regulations, or our failure to comply with these laws and regulations could have an adverse effect on our financial condition, results of operations, and cash flow
- 26Environmental contamination at any of our communities could result in substantial liabilities to us, which may exceed the value of the underlying assets and which could materially and adversely affect our financial condition, results of operations, and cash flow
- 27Failure to comply with existing environmental laws could result in increased expenditures, litigation, and potential loss to our business and in our asset value, which would have an adverse effect on our financial condition, results of operations, and cash flow29% rewritten
- 28successful remediation, the known prior presence of extensive mold could adversely affect the ability of a community to retain or attract residents and could adversely affect a community's market valueNew
- 29Anti-takeover provisions in our organizational documents may delay, deter, or prevent a tender offer, merger, or acquisition that investors may consider favorable
- 30We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations
- 31We cannot predict the emergence and effects of future pandemics, epidemics or a severe cold and flu season on our business, results of operations, cash flow, liquidity, and stock priceNew
- 32Various factors, including general economic conditions, could adversely affect our financial performance and other aspects of our business43% rewritten
- 33The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders
- 34Future offerings of debt or equity securities by us may adversely affect the market price of our common stock
- 35Actions of activist stockholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business, results of operations, cash flow, and the market price of our common stock
Other Brookdale Senior Living 10-Ks
- FY2024 10-K risk factors35 risks
Senior living operations face heavy exposure to private pay sources, local market conditions, and regulatory compliance.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.